content: SECURITIES AND EXCHANGE COMMISSION
  
  Washington, D.C. 20549
  
  
  FORM 8-K
  
  CURRENT REPORT
  
  
  Pursuant to Section 13 or 15(d) of
  the Securities Exchange Act of 1934
  
  
  
  Date of Report: December 12, 1997
  (Date of earliest event reported: December 12, 1997)
  
  
  
                        EXPERTELLIGENCE, INC.                  
  (Exact Name of Registrant as specified in its charter)
  
                              California                        
  (State or other jurisdiction of incorporation)
  
  
  	2-849630-LA				  95-3506403
   (Commissioner File Number)   (IRS Employer Identification No.)
  
          203 Chapala Street, Santa Barbara, California 93101      
           (Address of principal executive offices)
  
  
                          (805) 962-2558                        
  (Registrant's telephone number, including area code)
  
  
                            Not Applicable                      
  (Former name or former address, if changed since last report)
  
  
  
  
  
  
  ITEM 5.	Acquisition or Disposition of Assets
  
  	On December 12, 1997, Registrant entered into an Stock 
  Reorganization Agreement (the "Reorganization Agreement") with 
  Electronic Offsite Services, Inc., a California corporation with 
  its principal offices in Santa Barbara, California ("EOS"), 
  pursuant to which Registrant would acquire all of the issued and 
  outstanding capital stock of EOS in exchange for Registrant's 
  issuance to the shareholders of EOS a total of up to 326,000 
  shares of its Common Stock.  The consummation of the acquisition 
  is subject to the satisfaction of various customary conditions.
  
  	The acquisition is scheduled to close on or before January 
  20, 1998.  If the condition, financial or otherwise, of EOS is 
  not satisfactory to Registrant, Registrant may terminate the 
  Reorganization Agreement.  Either party may terminate the 
  Reorganization Agreement if the merger has not occurred by 
  January 31, 1998, or such other date as the parties may agree.
  
  	The discussion of the Reorganization Agreement and the 
  proposed acquisition set forth above are qualified by the terms 
  of the Stock Reorganization Agreement, a copy of which is 
  attached as an Exhibit to this Report.
  
  ITEM 7.	Exhibits
  
  	2.1  Stock Reorganization Agreement dated as of December 
  12, 
  1997, by and between Expertelligence, Inc., a California 
  corporation, and Electronic Offsite Services, Inc., a California 
  corporation, without Exhibits.  Registrant will furnish 
  supplementally a copy of any omitted Exhibit that the Commission 
  may request.
  
  
  
  SIGNATURES
  
  	Pursuant to the requirements of the Securities Exchange Act 
  of 1934, the Registrant has duly caused this report to be signed 
  on its behalf by the undersigned hereunto duly authorized.
  
  						EXPERTELLIGENCE, INC.,
  						 a California corporation
  
  
  Date: _________________		By ________________________________
  						   Denison W. Bollay, 
  President
  
   
   
  
  Exhibit 2.1
  
  STOCK REORGANIZATION AGREEMENT
  
  	THIS STOCK REORGANIZATION AGREEMENT (this "Agreement") is made 
  and entered into as of December 12, 1997, by and among the signatory 
  stockholders of ELECTRONIC OFFSITE SERVICES, INC., a California 
  corporation ("EOS"), MICHAEL C. DITMORE, THOMAS J. HARRIMAN, and NORMAN 
  SPRAGUE (individually as a "Shareholder" and collectively as the 
  "Shareholders"), and EXPERTELLIGENCE, INC., a California corporation 
  ("ET"), with reference to the following facts.
  
  	A.	The Shareholders beneficially own more than 50% of the 
  issued and outstanding shares of capital stock of EOS.  In addition, 
  the Shareholders are Directors of EOS and collectively constitute a 
  majority of the authorized number of Directors of EOS.
  
  	B.	ET desires to acquire from the Shareholders, and the 
  Shareholders desire to transfer to ET, all of the shares of the issued 
  and outstanding capital stock of EOS owned by them on the terms and 
  subject to the conditions hereinafter set forth.
  
  	C.	Each remaining non-signatory shareholder of EOS is entering 
  into a Short-Form Stock Reorganization Agreement with ET, which 
  Agreements provide for ET's acquisition from each such shareholder of 
  all of its shares of capital stock of EOS owned by such shareholders.
  
  	D.	Upon consummation of the transactions contemplated by this 
  Agreement and the Short-Form Agreements, ET will own all of the issued 
  and outstanding capital stock of EOS.
  
  	E.	The parties intend that the transactions contemplated in 
  this Agreement and the Short-Form Agreements will be treated for income 
  tax purposes as a tax-free B-reorganization under Section 368(a)(1)(B) 
  of the Code.
  
  	NOW, THEREFORE, in consideration of the mutual covenants and 
  agreements hereinafter set forth, the parties hereto hereby agree as 
  follows:
  
  1.	Definitions.  For purposes of this Agreement, the terms set forth 
  below shall be used as they are defined in this Section.
  
  	1.1 	Affiliate.  "Affiliate" shall mean any entity controlling, 
  controlled by or under common control with a Person.  For the purposes 
  of this definition, "control" shall have the meaning presently 
  specified for that word in Rule 405 promulgated by the SEC under the 
  Securities Act.
  
  	1.2 	Applicable Law.  "Applicable Law" means any statute, law, 
  rule, or regulation or any judgment, order, writ, injunction or decree 
  of any Governmental Entity to which a specified person or property is 
  subject.
  
  	1.3 	Balance Sheet.  "Balance Sheet" shall mean the unaudited 
  balance sheet of EOS for the fiscal year ended September 30, 1997.
  
  	1.4 	Code.  "Code" means the Internal Revenue Code of 1986, as 
  amended.
  
  	1.5 	Commission.  "Commission" shall mean the Securities and 
  Exchange Commission.
  
  	1.6 	Company Documents.  "Company Documents" shall mean and 
  include the Registration Rights Agreement and the Non-Competition 
  Agreement.
  
  	1.7 	Encumbrance.  "Encumbrance" means any claim, lien, pledge, 
  option, charge, easement, security interest, right-of-way, encumbrance 
  or other rights of third parties, and, with respect to any securities, 
  any agreements, understandings or restrictions affecting the voting 
  rights or other incidents of record or beneficial ownership pertaining 
  to such securities.
  
  	1.8 	EOS Shares.  "EOS Shares" means the shares of Common Stock 
  of EOS owned, beneficially and of record, by the Shareholders and to be 
  transferred to ET under this Agreement.
  
  	1.9 	ET Shares.  "ET Shares" means the shares of Common Stock of 
  ET to be issued to the Shareholders under this Agreement.
  
  	1.10 	Exchange Act.  "Exchange Act" means the U.S. Securities 
  Exchange Act of 1934, as amended.
  
  	1.11 	Financial Statements.   "Financial Statements" shall mean 
  and include the unaudited balance sheet of EOS as of September 30, 
  1996, and September 30, 1997, the related statements of income and 
  retained earnings and the related statements of cash flows for the 
  periods then ended, certified by EOS's Chief Financial Officer.  A 
  true, correct and complete copy of the Financial Statements is set 
  forth in Exhibit B hereto.
  
  	1.12 	Intellectual Property.  "Intellectual Property" means and 
  includes all inventions, computer software programs, applications and 
  related documentation (including all source code and object code 
  versions and documentation), patents, patent applications, copyrights 
  and copyright rights, mask works and mask work rights, trademarks, 
  service marks, trade secrets, and other proprietary rights, and all 
  foreign, domestic, federal and state registrations and applications 
  applicable to or covering any or all of the foregoing.
  
  	1.13 	Material Contracts.  "Material Contracts" means, with 
  respect to EOS:
  
  		1.13.1 	Any contract which involves performance of 
  services or delivery of goods and/or materials, by or to EOS of an 
  amount or value in excess of $20,000;
  		1.13.2 	Any note, debenture, other evidence of 
  indebtedness, guarantee, loan, letter of credit, surety-bond or 
  financing agreement or instrument or other contract for money borrowed, 
  including any agreement or commitment for future loans, credit or 
  financing;
  
  		1.13.3 	Any lease, rental or occupancy agreement, 
  license, installment and conditional sale agreement, and other contract 
  affecting the ownership of, leasing of, title to, use of, or any 
  leasehold or other interest in, any real property;
  
  		1.13.4 	Any material licensing agreement or other 
  contract with respect to patents, trademarks, copyrights, or other 
  intellectual property, including agreements with current or former 
  employees, consultants or contractors regarding the exploitation, 
  appropriation or the nondisclosure of Intellectual Property;
  
  		1.13.5 	Any employment agreement, collective bargaining 
  agreement or other contract to or with any employee or any labor union 
  or other employee representative of a group of employees relating to 
  wages, hours, and other conditions of employment;
  
  		1.13.6 	Any bonus, pension, profit sharing, retirement, 
  stock purchase, stock option, deferred compensation, medical, 
  hospitalization or life insurance plan, contract, understanding with 
  respect to any or all of the employees of EOS;
  
  		1.13.7 	Any joint venture contract, partnership 
  agreement, limited liability company or other contract (however named);
  
  		1.13.8 	Any agreement granting any preemptive right, 
  right of first refusal or similar right to any Person;
  
  		1.13.9 	Any covenant not to compete or other 
  restriction on the ability of EOS to conduct its business or engage in 
  any other activity;
  
  		1.13.10 	Any agreement not made in the ordinary course 
  of business that is material to EOS; and
  
  		1.13.11 	Any amendment, supplement, and modification 
  (whether written or oral) in respect of any of the foregoing.
  
  	1.14 	Non-Competition Agreement.  "Non-Competition Agreement" 
  means the Non-Competition Agreement by Michael C. Ditmore for the 
  benefit of ET substantially in the form attached hereto as Exhibit C.
  
  	1.15 	Permits.  "Permits" shall mean all licenses, permits, 
  orders, consents, approvals, registrations, authorizations, 
  qualifications and filings required by any federal, state, local or 
  foreign laws or governmental or regulatory bodies and all industry or 
  other non-governmental self-regulatory organizations.
  	1.16 	Permitted Encumbrances.  "Permitted Encumbrances" means (i) 
  any mechanic's or materialmen's lien or similar Encumbrances with 
  respect to amounts not yet due and payable or which are being contested 
  in good faith by appropriate proceedings and for which appropriate 
  reserves have been established, (ii) Encumbrances for Taxes not yet due 
  and payable or which are being contested in good faith by appropriate 
  proceeding, for which appropriate reserves have been established, or 
  (iii) easements, licenses, covenants, rights of way and similar 
  Encumbrances which, individually or in the aggregate, would not 
  materially and adversely affect the marketability or value of the 
  property encumbered thereby or materially interfere with the operations 
  of EOS.
  
  	1.17 	Person.  "Person" means any individual, copartner, 
  association, partnership, joint venture, limited liability company, 
  trust, estate or other entity or organization.
  
  	1.18 	Registration Rights Agreement.  "Registration Rights 
  Agreement" means the Registration Rights Agreement by and among EOS and 
  the Shareholders substantially in the form attached hereto as Exhibit 
  D.
  
  	1.19 	Return or Returns.  "Return" or "Returns" means all 
  returns, declarations, reports, statements, and other documents 
  required to be filed in respect of Taxes.
  
  	1.20 	Schedule of Exceptions.  "Schedule of Exceptions" shall 
  mean that Schedule set forth in Exhibit E hereto.
  
  	1.21 	Securities Act.  "Securities Act" shall mean the U.S. 
  Securities Act of 1933, as amended.
  
  	1.22 	Short-Form Agreements.  "Short-Form Agreements" mean the 
  Short-Form Stock Reorganization Agreements to be executed and delivered 
  at the Closing by the shareholders of EOS other than the Shareholders, 
  which shall be substantially in the form set forth in Exhibit F hereto.
  
  	1.23 	Taxes.  "Taxes" shall mean and include all federal, state, 
  local and foreign income, franchise, gross receipts, business license, 
  sales, use, withholding, employment, property and other taxes imposed 
  on EOS for any taxable period or portion thereof that ends on or before 
  the Closing Date, and all interest, penalties and additions to tax 
  attributable thereto.
  
  	1.24 	Tax Returns.  "Tax Returns" shall mean and include all tax 
  and information returns, reports and other filings required to be made 
  by EOS with any federal, state, local or foreign governmental agency 
  with respect to any Taxes applicable to or imposed upon EOS with 
  respect to any period ending on or before the Closing Date.
  
  2.	Plan of Reorganization.  The parties hereby adopt this Agreement 
  as a "Plan of Reorganization" within the meaning of Sections 354 and 
  368(a)(l)(B) of the Code.
  
  3.	Exchange of Shares.
  
  	3.1 	Exchange of EOS Shares.  At the Closing, each of the 
  Shareholders will transfer and assign to ET the number of EOS Shares 
  set forth opposite the Shareholder's name on Exhibit A hereto and in 
  exchange therefor ET will issue to the Shareholder of the number of ET 
  Shares and the amount of cash in lieu of fractional shares set forth 
  opposite the Shareholder's name on Exhibit A hereto.  There shall be no 
  adjustment in the number of ET Shares to be issued under this Agreement 
  by reason of any increase or decrease in the market price of the Common 
  Stock of ET at any time during the period starting on the date of this 
  Agreement and ending on the Closing Date.  In no event shall ET be 
  obligated to issue any fraction of a share.  The parties acknowledge 
  that the aggregate number of shares of Common Stock that ET shall be 
  obligated to issue under this Agreement and all of the Short-Form 
  Agreements is 326,000 shares and the number of ET Shares issuable to 
  each Shareholder under this Agreement shall be determined on the basis 
  of the total number of shares of Common Stock of EOS outstanding as of 
  the Closing Date.
  
  	3.2 	EOS Options.  At the Closing, each person who, as of the 
  date of this Agreement, holds any option issued under EOS's 1996 
  Employee Stock Option Plan shall have surrendered such option in 
  exchange for ET's grant to such person of a corresponding option under 
  ET's 1996 Equity Participation Plan.  Set forth on Exhibit G hereto is 
  a true correct and complete list of all persons who, as of the date of 
  this Agreement hold any options issued under EOS's 1996 Employee Stock 
  Option Plan and the terms of the option to be granted to such person at 
  the Closing under ET's 1996 Equity Participation Plan.
  
  	3.3 	EOS Warrants.  At the Closing, all warrants, convertible 
  securities and other rights to acquire securities of EOS (except only 
  the options described in Section 3.2 above) previously issued by EOS 
  and which have not previously been exercised in full shall be cancelled 
  without liability or obligation to ET.
  
  4.	Closing.
  
  	4.1	Closing Date.  Subject to the terms and conditions of this 
  Agreement, the closing of the transactions contemplated by this 
  Agreement (the "Closing") shall be held at the offices of Reicker, 
  Clough, Pfau & Pyle LLP, 1421 State Street, Suite B, Santa Barbara, 
  California, at 10:00EA.M., California Time, on January 20, 1998 or on 
  such other date as the parties hereto may agree upon in writing (the 
  "Closing Date").
  
  	4.2	Deliveries by Shareholders.  In addition to and without 
  limiting any other provisions of this Agreement, the Shareholders shall 
  deliver, or cause to be delivered, to ET at the Closing the following:
  
  		4.2.1	Certificates representing all of the EOS Shares owned 
  by such Shareholders, which certificates shall be either duly endorsed 
  or accompanied by stock powers duly executed with signatures 
  guaranteed;
  
  		4.2.2	Such written resignations, effective on the Closing 
  Date, of officers and directors of EOS as ET shall have requested;
  
  		4.2.3	One or more certificates of the Shareholders 
  confirming that (a) all of the representations and warranties of the 
  Shareholders set forth in this Agreement and the Company Documents are 
  true, correct and complete to the same extent as if given as of the 
  Closing Date, (b) each of the Shareholders and EOS has performed all 
  actions and obligations to be performed by such person on or before the 
  Closing Date, and (c) all of the conditions precedent to the 
  Shareholders' obligations to consummate the transactions contemplated 
  in this Agreement have been satisfied or waived on or before the 
  Closing Date;
  
  		4.2.4	All corporate and other records of EOS held by any 
  Shareholder, including but not limited to, minute books, stock books 
  and registers, books of account, leases and contracts;
  
  		4.2.5	In each case where any of EOS's licenses, leases, 
  contracts, agreements or commitments require the consent of another 
  party as a result of the consummation of the transactions contemplated 
  hereunder, the consent of each such other party to the consummation of 
  the transactions contemplated hereunder;
  
  		4.2.6	A copy of the Articles of Incorporation of EOS, 
  certified as of a date not earlier than ten (10) days prior to the 
  Closing Date by the Secretary of State of California;
  
  		4.2.7	Certificates, dated as of a date not earlier than ten 
  (10) days prior to the Closing Date, of the Secretary of the State and 
  Franchise Tax Board of California and the corresponding agencies of 
  each of the states in which EOS is qualified to transact business as a 
  foreign corporation as to the payment of franchise taxes and the good 
  standing of EOS in such jurisdictions;
  
  		4.2.8	By-Laws of EOS certified, as of the Closing Date, by 
  the Secretary of EOS;
  
  		4.2.9	An "estoppel letter", in a form reasonably 
  satisfactory to ET's counsel, from each lessor of real property being 
  leased to EOS, stating that, as of a date not earlier than five (5) 
  days prior to the Closing Date:  (i)Esuch lease is in full force and 
  effect and (ii)Eno event has occurred which does or would result in a 
  breach of such lease by EOS; and
  
  		4.2.10	Such other documents, instruments or 
  certificates as shall be reasonably requested by ET or its counsel.
  
  	4.3	Deliveries By ET.  In addition to, and without limiting any 
  other provisions of this Agreement, ET shall deliver to the 
  Shareholders at the Closing the following:
  
  		4.3.1 	Certificates representing the ET Shares 
  deliverable to the Shareholders and cash for any fractional shares as 
  set forth on Exhibit A hereto;
  
  		4.2.3	A certificate of the President of ET confirming that 
  (a) all of the representations and warranties of ET set forth in this 
  Agreement and the Company Documents are true, correct and complete to 
  the same extent as if given as of the Closing Date, (b) ET has 
  performed all actions and obligations to be performed by it on or 
  before the Closing Date, and (c) all of the conditions precedent to 
  ET's obligations to consummate the transactions contemplated in this 
  Agreement have been satisfied or waived on or before the Closing Date;
  
  		4.3.3	A certified copy of resolutions adopted by the Board 
  of Directors of ET authorizing the transactions contemplated by this 
  Agreement;
  
  		4.3.4	Certificates, dated as of a date not earlier than ten 
  (10) days prior to the Closing Date, of the Secretary of State and 
  Franchise Tax Board of the State of California, and the corresponding 
  agencies of each of the states in which ET is qualified to do transact 
  business as a foreign corporation as to the payment of franchise taxes 
  and the good standing of ET in such jurisdictions; and
  
  		4.3.5	Such other documents or certificates as shall be 
  reasonably requested by the Shareholders or their counsel.
  
  	4.4	Further Deliveries.  The Shareholders and ET shall, on 
  request, on or after the Closing Date, cooperate with each other by 
  furnishing any additional information, executing and delivering any 
  additional documents and/or instruments and doing any and all such 
  other things as may be reasonably required by the parties or their 
  counsel to consummate or otherwise implement the transactions 
  contemplated by this Agreement.
  
  5.	Representations and Warranties about EOS.  As a material 
  inducement for ET to enter into and perform its obligations under this 
  Agreement, each of the Shareholders hereby jointly and severally 
  represents and warrants to ET that, except as set forth on the Schedule 
  of Exceptions specifically identifying the relevant Section hereof, all 
  of the following are true and correct.  Each of the Shareholders 
  acknowledges that ET is entering into this Agreement in reliance on the 
  accuracy of the representations and warranties set forth in this 
  Section 5 and ET would not consummate the transactions contemplated 
  herein without the Shareholders providing these representations and 
  warranties.
  
  	5.1 	Organization and Good Standing.  EOS is a corporation duly 
  organized, validly existing and in good standing under the laws of 
  State of California; has all requisite power to own, lease, license and 
  operate its assets, properties and business and to carry on its 
  business as conducted during the 12-month period prior to the date 
  hereof, as now conducted and as proposed to be conducted; and is duly 
  qualified or licensed to do business as a foreign corporation and is in 
  good standing in every jurisdiction in which the nature of its business 
  or the location of its properties requires such qualification or 
  licensing, except for such jurisdictions where the failure to so 
  qualify or be so licensed would not have any adverse effect on the 
  enforceability of any of the Material Contracts or EOS's ability to 
  bring lawsuits, or a material adverse effect upon the condition 
  (financial or otherwise), assets, liabilities, business, operations or 
  prospects of EOS, or EOS's ability to perform fully its obligations 
  under this Agreement and the Company Documents.
  
  	5.2 	Authority to Execute and Perform Agreements.  EOS has all 
  requisite corporate power, authority and approvals required to enter 
  into, execute and deliver this Agreement and all of the Company 
  Documents and to perform fully EOS's obligations hereunder and 
  thereunder.
  
  	5.3 	Due Authorization: Enforceability.  EOS has taken all 
  actions necessary to authorize it to enter into and perform fully its 
  obligations under this Agreement and all of the Company Documents and 
  to consummate the transactions contemplated herein and therein.  This 
  Agreement and the Company Documents are, or upon execution and delivery 
  will be, the legal, valid and binding obligations of EOS, enforceable 
  in accordance with their respective terms, subject, as to enforcement 
  of remedies, to applicable bankruptcy, insolvency, moratorium, 
  reorganization and similar laws affecting creditors' rights generally 
  and to general equitable principles.
  
  	5.4 	Capital Structure.  The authorized capital stock of EOS 
  consists of One Million (1,000,000) shares of Common Stock, without par 
  value.  As of the date of this Agreement, there are issued and 
  outstanding Nine Hundred Thousand (900,000) shares of Common Stock.  
  EOS will file prior to the Closing Date an amendment to its Articles of 
  Incorporation which will increase its authorized capital stock to Four 
  Million s(4,000,000), which will consist of Three Million (3,000,000) 
  shares of Common Stock and One Million (1,000,000) shares of Preferred 
  Stock.  Set forth in Exhibit G hereto is a true, correct and complete 
  schedule as of the date of this Agreement, of the holders of the issued 
  and outstanding shares of capital stock of EOS and of the holders of 
  all outstanding subscriptions, options, rights, warrants, convertible 
  securities, notes and senior notes and other agreements and obligations 
  under which EOS has any obligation to issue or transfer from treasury 
  any shares of capital stock.  Except as set forth in Exhibit G hereto, 
  there are no outstanding subscriptions, options, rights, warrants, 
  convertible securities, or other agreements or commitments obligating 
  EOS to issue or to transfer from treasury any shares of its capital 
  stock of any class or kind whatsoever.  At the Closing, the 
  Shareholders shall deliver to ET an updated Exhibit G which shall 
  contain a true, correct and complete schedule of the information as of 
  the Closing Date required to be set forth in Exhibit G.  The 
  outstanding shares of Common Stock of EOS are duly and validly issued, 
  fully paid and nonassessable, and, except as set forth on Exhibit G 
  hereto, were issued in compliance with all applicable federal and state 
  securities laws, including but not limited to, the anti-fraud 
  provisions thereof.
  
  	5.5 	Repurchase Offers and Redemptions.  On or before the date 
  of this Agreement, EOS has neither offered to repurchase or redeem nor 
  repurchased or redeemed any of its securities.  All repurchase and 
  redemption offers, repurchases and redemptions by EOS of any of its 
  securities have been duly and validly made in accordance with 
  applicable law.
  
  	5.6 	Subsidiaries and Investments.  EOS does not own, directly 
  or indirectly, any outstanding capital stock or equity interest in any 
  corporation, partnership, joint venture or other entity. 
  
  	5.7 	Validity of This Agreement.  The execution, delivery, and 
  performance by EOS of this Agreement and each of the Company Documents 
  and the consummation by EOS of the transactions contemplated by this 
  Agreement and each of the Company Documents, (a) have been duly 
  authorized and approved by all necessary corporate action on the part 
  of EOS, its officers, directors and shareholders, and (b) will not 
  violate any provision of law and will not conflict with, or result in a 
  breach of, any of the terms of, or constitute a default under, EOS's 
  Articles of Incorporation, Bylaws, or any Material Contract, judgment, 
  decree, order, or other restriction to which EOS is a party or by which 
  it or any of its properties is bound, and (c) will not result in the 
  creation of any mortgage, lien, charge or encumbrance upon any of the 
  properties or assets of EOS pursuant to the terms of its Articles of 
  Incorporation, Bylaws or any Material Contract, instrument, judgment, 
  decree or order applicable to it.
  
  	5.8 	Consents.  No consent, approval, or authorization of or 
  registration, qualification, designation, declaration, or filing with 
  any governmental authority on the part of EOS is required in connection 
  with the valid execution, delivery, or performance of this Agreement 
  and each of the Company Documents, or the consummation of any other 
  transaction contemplated in this Agreement and each of the Company 
  Documents.
  
  	5.9 	Material Contracts.  As of the date hereof:
  
  		5.9.1 	Each Material Contract is the valid and binding 
  obligation of EOS and each of the other contracting parties enforceable 
  in all material respects in accordance with its terms against the other 
  contracting parties (subject, as to enforcement of remedies, to 
  applicable bankruptcy, insolvency, moratorium, reorganization and 
  similar laws affecting creditors' rights generally and to general 
  equitable principles) and is in full force and effect; and all rights 
  of EOS thereunder are owned free and clear of any lien, claim or other 
  encumbrance;
  
  		5.9.2 	EOS has fulfilled all material obligations 
  required pursuant to each Material Contract to have been performed by 
  it prior to the date hereof, and EOS has no reason to believe that EOS 
  will not be able to fulfill, when due, all of its obligations under 
  each Material Contract which remain to be performed after the date 
  hereof;
  
  		5.9.3 	Neither EOS nor any other contracting party to 
  any Material Contract is now in material breach thereof or has breached 
  the same in any material respect within the 12-month period prior to 
  the date hereof; none of EOS and the Shareholders has any knowledge of 
  any anticipated material breach thereof by any such other contracting 
  party; and there is not now, nor has there been in the 12-month period 
  prior to the date hereof, any disagreements or disputes between EOS and 
  any other party to any Material Contract relating to the validity or 
  interpretation of such Material Contract or to the performance by any 
  party thereunder;
  
  		5.9.4 	EOS is not a party to, nor bound by, any 
  contract or other agreement, or any provision of its Articles of 
  Incorporation or Bylaws which (i) restricts the conduct of EOS' 
  business anywhere in the world or (ii) contains any unusual or 
  burdensome provisions which could reasonably be expected to have a 
  material adverse effect upon its condition (financial or otherwise), 
  assets, liabilities, business, operations or prospects; and
  
  		5.9.5 	EOS is not under any material liability or 
  obligation with respect to the return of inventory or products sold by 
  EOS which are in the possession of distributors, wholesalers, retailers 
  or customers.
  
  	5.10 	Litigation.  There are no actions, suits, arbitrations, 
  proceedings, or investigations pending, or to the best of the 
  Shareholders' knowledge, threatened in any court or before any 
  governmental agency or instrumentality against or affecting EOS or the 
  business, operations, financial condition, properties or assets of EOS.  
  There are no actions, suits, arbitrations, proceedings or 
  investigations pending, or, to the best of the Shareholders' knowledge, 
  threatened in any court or before any governmental agency or 
  instrumentality which would prevent the execution and delivery of this 
  Agreement or any of the Company Documents or the carrying out of any of 
  the transactions contemplated in this Agreement or any of the Company 
  Documents, or declare the same unlawful or cause the rescission 
  thereof.  Neither EOS nor any of its assets is subject to or in default 
  with respect to the provisions of any order, writ, injunction, judgment 
  or decree of any court or governmental agency or instrumentality. 
  
  	5.11 	Compliance with Other Instruments.  EOS is not, and no 
  facts exist on the basis of which, with the passage of time, the giving 
  of notice or both, would cause EOS to be, in violation of or in default 
  of any term of its Articles of Incorporation, Bylaws, or any Material 
  Contract, instrument, judgment, decree or order applicable to it.
  
  	5.12 	Compliance with Laws; Governmental Matters.  EOS has in all 
  material respects complied with, and is now in all material respects in 
  compliance with, all laws and orders applicable to EOS, and no material 
  capital expenditures will be required in order to insure continued 
  compliance therewith.  Section 5.12 of the Schedule of Exceptions sets 
  forth each business license and permit now held by EOS, together with 
  its date of expiration and a brief description of its material terms.  
  Except for the business licenses and permits already held by EOS as 
  disclosed in Section 5.12 of the Schedule of Exceptions, to the best of 
  the Shareholders' knowledge other franchise, license, permit, order or 
  approval of any governmental authority is material to or necessary for 
  the conduct of the business of EOS as previously conducted during the 
  12-month period prior to the date hereof, as presently conducted or as 
  proposed to be conducted.  Each license and permit is in full force and 
  effect; EOS is now and has at all times in the past been in all 
  material respects in full compliance with each thereof, no violations 
  are or have, since the date of the organization of EOS, been recorded 
  by any governmental authority in respect of any thereof, and no 
  proceeding is pending or, to the best of the Shareholders' knowledge, 
  threatened, to revoke, amend or limit any thereof.  There are no 
  pending or, to the best of the Shareholders' knowledge, threatened 
  proceedings by or before any governmental authority which involve new 
  special assessments, assessment districts, bonds, Taxes, condemnation 
  actions, laws or orders or similar matters which, if instituted, could 
  reasonably be expected to have a material adverse effect upon the 
  condition (financial or otherwise), assets, liabilities, business or 
  prospects of EOS.
  
  	5.13 	Articles and Bylaws.  Set forth in Exhibits H and I hereto, 
  respectively, are true, correct, and complete copies of EOS's Articles 
  of Incorporation, as amended to the date hereof, and Bylaws, as 
  presently in effect.
  
  	5.14 	Intellectual Property.  EOS has valid title to, ownership 
  of, or valid and outstanding licenses for all Intellectual Property 
  necessary for its business as now conducted and as proposed to be 
  conducted, and without any conflict with or infringement of the rights 
  of others.  Set forth in Exhibit J hereto is a true, correct and 
  complete list of all Intellectual Property now owned by EOS or used by 
  EOS in the conduct of its business.  None of the employees or officers 
  of EOS has any interest in any of the Intellectual Property used by EOS 
  in its business as now conducted and as proposed to be conducted which 
  are adverse to the interests of EOS therein.  There are no outstanding 
  options, licenses, or agreements of any kind relating to any of the 
  Intellectual Property, nor is EOS bound by or a party to any options, 
  licenses or agreements of any kind with respect to any of the 
  Intellectual Property of any other person or entity.  EOS has not 
  received any communication alleging, and, to the best of the 
  Shareholders' knowledge, there is no basis for any allegation, that EOS 
  has violated or, by conducting its business as proposed, would violate 
  any of the Intellectual Property rights of any other person or entity.  
  There is not now due and payable, nor is EOS a party to any license, 
  contract or other agreement pursuant to which EOS would be obligated to 
  pay, by reason of the ordinary course and conduct of its business as 
  presently conducted and as proposed to be conducted, any royalties, 
  honoraria, fees or other payments by reason of EOS's ownership, use, 
  license, sale or disposition of any of EOS's Intellectual Property.
  
  	5.15 	Financial Condition.
  
  		5.15.1 	Financial Statements.  Except as disclosed 
  therein, the Financial Statements (a) were prepared in accordance with 
  the books and records of EOS; (b) were prepared in accordance with 
  generally accepted accounting principles consistently applied; (c) 
  fairly present EOS's financial condition and the results of its 
  operations as of the relevant dates thereof and for the periods covered 
  thereby; (d) contain and reflect all necessary adjustments and accruals 
  for a fair presentation of EOS's financial condition and the results of 
  its operations for the periods covered by said Financial Statements; 
  (e) contain and reflect adequate provisions for all reasonably 
  anticipated liabilities for all Taxes with respect to the period then 
  ended and all prior periods; and (f) with respect to contracts and 
  commitments for the sale of goods or the provision of services by EOS, 
  contain and reflect adequate reserves for all reasonably anticipated 
  material losses and all reasonably anticipated costs and expenses in 
  excess of expected receipts.
  
  		5.15.2 	No Undisclosed Liabilities.  Except for (a) 
  those liabilities specifically reflected or reserved against on the 
  Balance Sheet, (b) those current liabilities for trade or business 
  obligations incurred since September 30, 1997 in connection with the 
  purchase, lease or license of equipment, goods or services, including, 
  but not limited to, payments of salary, compensation and other benefits 
  to or on behalf of the employees of, and consultants to, EOS, in the 
  ordinary course of EOS's business and consistent with past practices 
  (none of which is, individually or in the aggregate, material and none 
  of which is for breach of contract, breach of warranty, tort or 
  infringement), (c) those liabilities arising under any Material 
  Contract (none of which liabilities is for breach of contract, breach 
  of warranty, tort or infringement) or (d) those liabilities otherwise 
  disclosed in Section 5.15 of the Schedule of Exceptions (none of which 
  liabilities is for breach of contract, breach of warranty, tort or 
  infringement), EOS does not have, any direct or indirect indebtedness, 
  liabilities, claims, losses, damages, deficiencies, obligations or 
  responsibilities, known or unknown, liquidated or unliquidated, 
  accrued, absolute, contingent or otherwise, and whether or not of a 
  kind required by generally accepted accounting principles to be set 
  forth on a financial statement, which individually or in the aggregate 
  are material to the condition (financial or otherwise), assets, 
  liabilities, business, operations or prospects of EOS.
  
  	5.16 	Absence of Certain Changes.  Since the September 30, 1997 
  EOS has conducted its business only in the ordinary course consistent 
  with past practices and has not:
  
  		5.16.1 	suffered any change, event or condition which, 
  in any case or in the aggregate, has had or could reasonably be 
  expected to have a material adverse effect upon EOS's condition 
  (financial or otherwise), assets, liabilities, business, operations or 
  prospects, or EOS's ability to consummate the transactions contemplated 
  herein;
  
  		5.16.2 	suffered any destruction, damage to or loss of 
  any asset (whether or not covered by insurance) which could reasonably 
  be expected to have a material adverse effect upon the condition 
  (financial or otherwise), assets, liabilities, business, operations or 
  prospects of EOS, the value or utility of its assets or EOS's ability 
  to consummate the transactions contemplated herein;
  
  		5.16.3 	incurred any obligation or liability or taken 
  property subject to any liability, whether absolute, accrued, 
  contingent or otherwise and whether due or to become due, except 
  current liabilities for trade or business obligations incurred since 
  September 30, 1997 in connection with the purchase of goods or services 
  in the ordinary course business and consistent with prior practices, 
  none of which liabilities, in any event, involved a potential liability 
  of EOS in excess of $20,000, individually, or $50,000, in the 
  aggregate;
  
  		5.16.4 	mortgaged, pledged or subjected to any lien or 
  other encumbrance any of its property or assets, tangible or 
  intangible;
  
  		5.16.5 	sold, transferred, leased or licensed to others 
  or otherwise disposed of any of its assets, tangible or intangible, 
  except for inventory and services sold, transferred, leased, licensed 
  or otherwise disposed of, in the ordinary course of business consistent 
  with past practices or immaterial amounts of other tangible personal 
  property not required by the business;
  
  		5.16.6 	amended or terminated any Material Contract or 
  any license or permit or received any notice of termination of any of 
  the same;
  
  		5.16.7 	declared or made any payment of dividends or 
  other distribution to its shareholders or upon or in respect of any 
  shares of its capital stock, or purchased, retired or redeemed, or 
  obligated itself to purchase, retire or redeem, any of its shares of 
  capital stock or other securities;
  
  		5.16.8 	encountered any labor union organizing 
  activity, suffered any actual or threatened employee strikes, work 
  stoppages, slow-downs or lock-outs, or any material change in its 
  relations with its employees, agents, customers or suppliers or 
  suffered any actual or threatened wrongful discharge or other unlawful 
  labor practice action or proceeding;
  
  		5.16.9 	made any change in the rate of compensation, 
  commission, bonus or other direct or indirect remuneration payable, or 
  paid or agreed or orally promised to pay, conditionally or otherwise, 
  any bonus, extra compensation, pension or severance or vacation pay, to 
  any shareholder, director, officer, employee, salesman, distributor or 
  agent of EOS;
  
  		5.16.10 	changed its accounting methods or practices 
  (including, without limitation, any change in depreciation or 
  amortization policies or rates) or revalued any of its assets;
  
  		5.16.11 	entered into any transaction, contract or 
  commitment other than in the ordinary course of business and consistent 
  with prior practices; or
  
  		5.16.12 	entered into any agreement or made any 
  commitment to take any of the types of action described in paragraphs 
  5.16.1 through 5.16.2 above.
  
  	5.17 	Title to Properties.  EOS has good and valid title to all 
  its property and assets, and the same are not subject to any liens, 
  security interests, restrictions or encumbrances except such liens, 
  security interests, restrictions or encumbrances which arise in the 
  ordinary course of EOS's business and do not materially impair, either 
  individually or collectively, ownership or use of such property or 
  assets. With respect to the property and assets which it leases or 
  licenses, EOS is in compliance in all material respects with such 
  leases and licenses and EOS holds a valid leasehold or license 
  interest, as appropriate, free and clear of any liens, security 
  interests, restrictions or encumbrances.  Each of the fixed assets of 
  EOS which is used in the current conduct of EOS's business is in good 
  operating and usable condition and repair.
  
  	5.18 	Indebtedness.  Set forth in Exhibit K hereto is a true, 
  correct and complete list of all agreements, documents and other 
  arrangements under or pursuant to which EOS has any outstanding 
  indebtedness for borrowed money.  EOS is not in default in any material 
  respect under any of such agreements, documents or other arrangements, 
  and, to the best of the Shareholders' knowledge, no facts exist on the 
  basis of which, with the giving of notice, the passage of time or both, 
  EOS would be in default in any material respect under any such 
  agreements, documents or arrangements.
  
  	5.19 	Pension Reform Act of 1974.  EOS does not have any employee 
  benefit plans subject to the provisions of the Employee Retirement 
  Income Security Act of 1974, as amended.
  
  	5.20 	Tax Matters.
  
  		5.20.1 	Within the times and in the manner prescribed 
  by law, EOS has filed all tax returns which EOS is required to file, 
  has paid or provided for all Taxes shown thereon to be due and owing by 
  it and has paid or provided for all deficiencies or other assessments 
  of Taxes, interest or penalties owed by it; no taxing authority has 
  asserted, or will successfully assert, any claim for the assessment of 
  any additional Taxes of any nature with respect to any periods covered 
  by any such tax returns; all Taxes which are required to be withheld or 
  collected by EOS have been duly withheld or collected and, to the 
  extent required, have been paid to the proper taxing authority or 
  properly segregated or deposited as required by law.
  
  		5.20.2 	Each Tax Return filed by EOS fully and 
  accurately reflects its liability for Taxes for such year or period and 
  accurately sets forth all items (to the extent required to be included 
  or reflected in such returns) relevant to its future liabilities for 
  Taxes, including the tax bases of its properties and assets.  The 
  provisions for Taxes payable reflected in the Financial Statements are 
  fully adequate and correct.
  
  		5.20.3 	No audit of any Tax Return of EOS is in 
  progress or, to the best of EOS's and the Shareholders' knowledge, 
  threatened.
  
  		5.20.4 	No extensions of time with respect to any date 
  on which any Tax Return was or is to be filed by EOS is in force.
  
  		5.20.5 	EOS has not waived or extended any applicable 
  statute of limitations relating to the assessment of any Taxes.
  
  		5.20.6 	No issues have been raised with EOS by any 
  taxing authority which are currently pending in connection with any Tax 
  Returns.  No material issues have been raised in any examination by any 
  taxing authority with respect to EOS which, by application of similar 
  principles, reasonably could be expected to result in a proposed 
  deficiency for any other period not so examined.  There are no 
  unresolved issues or unpaid deficiencies relating to any such 
  examination.
  
  		5.20.7 	EOS has not filed a consent pursuant to Section 
  341(f) of the Code nor has EOS agreed to have Section 341(f)(2) of the 
  Code applied to any disposition of a Subsection (f) asset (as such term 
  is defined in Section 341(f)(4) of the Code).
  
  	5.21 	Environmental Matters.  EOS has not received any notice 
  from any governmental or administrative agency informing it of any 
  violation of any environmental laws by EOS, nor has EOS received any 
  notification of any pending investigation or administrative proceeding 
  questioning EOS's compliance with any environmental laws.  None of the 
  Shareholders or EOS is aware of any past or present violation by EOS of 
  any environmental laws or of the pendency or threat of commencement of 
  any investigation or administrative proceeding questioning EOS's 
  compliance with any environmental laws.  As used in this Section, the 
  term "environmental laws" means any and all federal, state or local 
  laws, ordinances, rules, decrees, orders, regulations relating to any 
  or all of the protection of the environment, hazardous substances, 
  hazardous materials, hazardous wastes, toxic substances and 
  environmental conditions, soil and ground water conditions or other 
  similar substances or conditions on, under or about any property owned, 
  leased or operated by EOS, soil and ground water conditions or other 
  similar substances or conditions.
  
  	5.22 	Brokers.  No person or entity is entitled to any brokerage 
  commission, finder's fee, or like payment from EOS or any Shareholder 
  in connection with the transactions contemplated by this Agreement or 
  any of the Company Documents.
  
  	5.23 	Powers of Attorney and Suretyships.  EOS has no general or 
  special powers of attorney outstanding (whether as grantor or grantee 
  thereof) or any obligation or liability (whether actual, accrued, 
  accruing, contingent or otherwise) as guarantor, surety, co-signer, 
  endorser, comaker, indemnitor or otherwise in respect of the obligation 
  of any person.
  
  	5.24 	Certain Transactions.  All purchases and sales or other 
  transactions, if any, between EOS, on the one hand, and any officer, 
  director, shareholder or key employee or affiliate thereof, on the 
  other hand, since the date of the organization of EOS and through the 
  date hereof have been made on the basis of prevailing market rates and 
  terms such that from the perspective of EOS, all such transactions have 
  been made on terms no less favorable than those which would have been 
  available from unrelated third parties.
  
  	5.25 	Suppliers and Customers.  Set forth in Section 5.25 of the 
  Schedule of Exceptions is a correct and current list of all customers 
  of EOS who purchased more than $10,000 of products or services from EOS 
  during EOS's last full fiscal year, together with summaries of the 
  sales made to each such customer during EOS's last full fiscal year.  
  No single supplier or customer of EOS is of material importance to EOS.
  
  	5.26 	Compliance With Labor Laws and Agreements.  Section 5.26 of 
  the Schedule of Exceptions sets forth a true and current list of all of 
  the labor and employment agreements to which EOS is a party and which 
  are now in effect.  EOS has complied in all material respects with all 
  such labor and employment agreements and all Applicable Laws and orders 
  relating to the employment of labor.  No present or former employee, 
  officer or director of EOS has, or will have at the Closing Date, any 
  claim against EOS for any matter.
  
  	5.27 	Prior Registration Rights.  Except as provided in the 
  Registration Rights Agreement, EOS is not under any contractual 
  obligation to register under the Securities Act any of its presently 
  outstanding securities or any securities which may hereafter be issued.
  
  	5.28 	Transactions with Shareholders, Directors, Officers, and 
  Partners.  Section 5.28 of the Schedule of Exceptions fully and 
  accurately discloses all existing contracts, commitments, payables, 
  promissory notes, receivables, and other transactions and commitments 
  by and between EOS and any of the shareholders, directors, officers, or 
  employees of EOS.
  
  	5.29 	Interest in Competitors.  None of the officers, directors 
  or shareholders of EOS has a significant financial, equity or 
  managerial interest in any person or entity which presently is a 
  competitor or customer of EOS.  For purposes of this SectionE, an 
  equity interest of less than three percent (3%) and a financial 
  interest requiring payments of less than $20,000 per year shall not be 
  considered a significant interest.
  
  	5.30 	Accounts Receivable.  All accounts receivable of EOS as of 
  the date of the Unaudited Balance Sheet and all accounts receivable of 
  EOS created after such date arose from valid sales in the ordinary 
  course of EOS's business.  Except to the extent reserved against on the 
  Unaudited Balance Sheet, all such accounts receivable are collectible 
  by EOS in ordinary course and conduct of its business, assuming the 
  exercise of due diligence in their collection and reasonable service 
  and support to their respective customers.
  
  	5.31	Insurance.  Section 5.31 of the Schedule of Exceptions 
  contains a list of every policy of fire, liability or other form of 
  insurance held by or applicable to EOS, and such policies are in full 
  force and effect and will not terminate as to EOS upon the sale of EOS 
  Shares and EOS Common Stock.  Such insurance policies are adequate and 
  customary for the conduct of the business of EOS.
  
  	5.32 	Full Disclosure.  All documents and other papers delivered 
  to ET by or on behalf of EOS in connection with this Agreement and the 
  Company Documents and the transactions contemplated herein and therein 
  are accurate, complete and authentic.  Furthermore, the information 
  furnished to ET by or on behalf of the Shareholders with respect to EOS 
  in connection with this Agreement and the Company Documents and the 
  transactions contemplated herein and therein does not contain any 
  untrue statement of a material fact and does not omit to state any 
  material fact necessary to make the statements made, in the context in 
  which they are made, not false or misleading.  There is no fact which 
  EOS has not disclosed to ET in writing which could reasonably be 
  expected to have a material adverse effect upon the condition 
  (financial or otherwise), assets, liabilities, business, operations, 
  properties or prospects of EOS.
  
  6.	Representations and Warranties of Shareholders.  As a material 
  inducement for ET to enter into and perform its obligations under this 
  Agreement, each of the Shareholders severally represents and warrants 
  to ET that all of the following are true and correct.
  
  	6.1	Authorization.  This Agreement and each of the Company 
  Documents to which the Shareholder is a party constitute, or upon 
  execution and delivery will constitute, valid and legally binding 
  obligations of such Shareholder and are, or will be, enforceable 
  against such Shareholder in accordance with their terms, except as 
  limited by applicable bankruptcy, insolvency, reorganization, 
  moratorium or other laws of general application relating to creditors' 
  rights or by the application of equitable principles when equitable 
  remedies are sought.
  
  	6.2	No Violation.  Neither the execution and delivery of this 
  Agreement and the Company Documents to which the Shareholder is a party 
  nor the consummation of the transactions contemplated hereby and 
  thereby, nor compliance by such Shareholder with any of the provisions 
  hereof or thereof, does or will violate, or conflict with, or result in 
  a breach of any provisions of, or constitute a default (or an event 
  which, with notice or lapse of time or both, would constitute a 
  default) under, or result in the creation of any lien, security 
  interest, charge or encumbrance upon any of the EOS Shares owned by 
  such Shareholder, under any of the terms, conditions or provisions of 
  any note, bond, mortgage, indenture, deed of trust, license, agreement, 
  lease or other instrument or obligation to which such Shareholder is a 
  party, or by which such Shareholder may be bound or affected.
  
  	6.3 	Consents.  No consent, approval, or authorization of or 
  registration, qualification, designation, declaration, or filing with 
  any governmental authority on the part of the Shareholder is required 
  in connection with his valid execution, delivery, or performance of 
  this Agreement and each of the Company Documents, or the consummation 
  of any other transaction contemplated herein or therein.
  
  	6.4 	Litigation.  There are no actions, suits, arbitrations, 
  proceedings or investigations pending, or, to the best of the 
  Shareholder's knowledge, threatened in any court or before any 
  governmental agency or instrumentality which would prevent the 
  Shareholder's execution and delivery of this Agreement or any of the 
  Company Documents or his carrying out of any of the transactions 
  contemplated herein or therein, or declare the same unlawful or cause 
  the rescission thereof.
  
  	6.5	Stock Ownership.  Such Shareholder (a)Eowns beneficially 
  and of record and has good and marketable title to such Shareholder's 
  shares of EOS Shares free and clear of all liens, charges, claims, 
  pledges and encumbrances whatsoever; (b)Ehas full right, power and 
  authority to enter into this Agreement and the Company Documents to 
  which the Shareholder is a party and to sell, assign, transfer and 
  deliver such Shareholder's shares of EOS Shares hereunder, free and 
  clear of all liens, charges, claims, pledges and encumbrances 
  whatsoever; and (c)Eupon delivery by ET to such Shareholder of its or 
  his proportionate share of the ET Shares in respect of the EOS Shares 
  owned by such Shareholder, ET will acquire good and marketable title to 
  such EOS shares, thereto, free and clear of all liens, charges, claims, 
  pledges and encumbrances whatsoever.
  
  	6.6 	Investment Intent.  Such Shareholder is acquiring the ET 
  Shares for investment, for his own account, and not as a nominee or 
  agent, and not with a view to the resale or distribution of any part 
  thereof, and he has no present intention of selling, granting any 
  participation in or otherwise distributing the ET Shares.  He does not 
  have any contract, undertaking, agreement or arrangement with any 
  person to sell, transfer or grant any participation to such person, or 
  to any third person, in or with respect to any of the ET Shares.
  
  	6.7 	No Distribution of ET Shares.  Such Shareholder understands 
  that the ET Shares will not be registered under the Securities Act in 
  reliance on the so-called "private offering" exemption provided by 
  Section 4(2) thereof; that the ET Shares will, therefore, constitute 
  "restricted securities" within the meaning of the Securities Act and 
  the rules and regulations thereunder, including Rule 144; and that the 
  certificates representing the ET Shares will bear the following 
  restrictive legend:
  
  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THESE 
  SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR 
  IN CONNECTION WITH, THE SALE, DISTRIBUTION OR RESALE THEREOF, AND MAY 
  NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH 
  SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR PURSUANT TO RULE 
  144 UNDER THE ACT OR AN OPINION OF COUNSEL, SKILLED IN SECURITIES 
  MATTERS AND SATISFACTORY TO THE ISSUER, THAT REGISTRATION IS NOT 
  REQUIRED UNDER SUCH ACT."
  
  	6.8 	Disclosure of Information.
  
  		6.8.1 	Documents Received.	Such Shareholder has 
  received from ET a copy of the following documents:
  
  			A.	ET's Annual Report on Form 10-KSB for the 
  fiscal year ended September 30, 1996;
  
  			B.	ET's Quarterly Reports on Form 10-QSB for the 
  fiscal quarters ended December 31, 1996, March 31, 1997 and June 30, 
  1997; and
  
  			C.	Each Current Report on Form 8-K filed by ET 
  since September 30, 1996.
  
  		6.8.2     Review.	Such Shareholder has reviewed each of the 
  foregoing documents and reports, has had an opportunity to ask 
  questions and receive answers from ET and its officers and directors 
  regarding such reports and the information therein and has received all 
  additional information which he considers necessary or appropriate for 
  deciding whether or not to enter into this Agreement and to consummate 
  the transactions contemplated hereby.
  
  	6.9 	Tax Advice.  Such Shareholder has sought and received 
  independent professional advice concerning the treatment of the 
  transactions contemplated by this Agreement under the Code, the rules 
  and regulations thereunder, and the income tax laws of any other 
  applicable taxing jurisdictions, and that he is not relying upon any 
  representation, warranty or other statement made by ET, its counsel or 
  anyone acting on behalf of ET with respect to such treatment or the 
  structuring of the transfer of the EOS Shares under this Agreement as 
  assuring any particular result or treatment under the Code, such rules 
  and regulations, or the income tax laws of any other taxing 
  jurisdiction.
  
  7.	ET'S Representations and Warranties.  ET hereby represents and 
  warrants to each Shareholder as follows.
  
  	7.1 	Organization and Good Standing.  ET is a corporation duly 
  organized, validly existing and in good standing under the laws of its 
  jurisdiction of incorporation and is duly qualified or licensed to do 
  business as a foreign corporation and is in good standing in every 
  jurisdiction in which the nature of its business or the location of its 
  properties requires such qualification or licensing, except for such 
  jurisdictions where the failure to so qualify or be so licensed would 
  not have a material adverse effect upon the condition (financial or 
  otherwise), assets, liabilities, business, operations or prospects of 
  ET, or ET's ability to perform fully its obligations under this 
  Agreement and the Company Documents.
  
  	7.2 	Authority to Execute and Perform Agreements.  ET has all 
  requisite corporate power, authority and approvals required to enter 
  into, execute and deliver this Agreement and all of the Company 
  Documents and to perform fully ET's obligations hereunder and 
  thereunder.
  
  	7.3 	Due Authorization: Enforceability.  ET has taken all 
  actions necessary to authorize it to enter into and perform fully its 
  obligations under this Agreement and all of the Company Documents and 
  to consummate the transactions contemplated herein and therein.  This 
  Agreement and the Company Documents, or upon execution and delivery 
  will be, are the legal, valid and binding obligations of ET, 
  enforceable in accordance with their respective terms, subject, as to 
  enforcement of remedies, to applicable bankruptcy, insolvency, 
  moratorium, reorganization and similar laws affecting creditors' rights 
  generally and to general equitable principles.
  
  	7.4	Issuance of Shares.  The offer, issuance, and sale of the 
  ET Shares pursuant to this Agreement are, and at the time of issuance 
  thereof, will be, exempt from the registration and prospectus delivery 
  requirements of the Securities Act and the qualification requirements 
  of applicable state securities laws.
  
  	7.5	Articles and Bylaws.  The copies of the Articles of 
  Incorporation and By-Laws of ET delivered to the Shareholders on or 
  before the Closing Date are, and on the Closing Date will be, true and 
  complete and are, and on the Closing Date will be, as in effect on the 
  date hereof.
  
  	7.6	No Conflict.  Neither the execution and delivery of this 
  Agreement and the Company Documents nor the consummation of the 
  transactions contemplated hereby or thereby, nor compliance by ET with 
  any of the provisions hereof or thereof, will:
  
  		7.6.1	violate, or conflict with, or result in a breach of 
  any provisions of, or constitute a default (or an event which, with 
  notice or lapse of time or both, would constitute a default) under, any 
  of the terms, conditions or provisions of the Articles of Incorporation 
  or By-Laws of ET, or any note, bond, mortgage, indenture, deed of 
  trust, license, agreement or other instrument or obligation to which it 
  is a party, or by which it or any of its properties or assets may be 
  bound or affected; or
  
  		7.6.2	violate any order, writ, injunction or decree, or any 
  statute, rule or regulation applicable to ET or any of its properties 
  or assets.
  
  	7.7	Necessary Permits.  Prior to the Closing Date, ET will have 
  obtained any and all permits, approvals and consents (or appropriate 
  waivers thereof) of agencies of any jurisdiction and of any other 
  governmental body or agency which counsel for the Shareholders and ET 
  may reasonably deem necessary or appropriate in order to ensure that 
  consummation of the transactions contemplated by this Agreement will be 
  in compliance with all applicable laws, rules, regulations, orders and 
  directives of such jurisdictions, bodies and agencies.
  
  	7.8	Investment Intent.  ET is acquiring the EOS Shares 
  hereunder and under the Short-Form Agreements for investment for its 
  own account and not with a view to the sale or distribution of any part 
  thereof and that it has no present intention of selling, granting 
  participation in, or otherwise distributing the same.
  
  	7.9	Financial Statements and Reports.
  
  		7.9.1 	ET has filed with the Commission and has 
  heretofore made available to the Shareholders true and complete copies 
  of all forms, reports, Securities, statements and other documents 
  required to be filed by it since January 1, 1996 under the Exchange Act 
  or the Securities Act (as such documents have been amended since the 
  time of their filing to the date hereof, collectively the "ET SEC 
  Filings").  The ET SEC Filings, including without limitation any 
  financial statements included therein, at the time filed, complied in 
  all material respects with the applicable requirements of the Exchange 
  Act and the Securities Act, and the applicable rules and regulations of 
  the Commission thereunder.  The financial statements, contained in the 
  ET SEC Filings are in accordance with the respective books and records 
  of ET and its consolidated subsidiaries, have been prepared in 
  accordance with generally accepted accounting principles ("U.S. GAAP") 
  consistently applied throughout the periods involved, except as 
  otherwise indicated therein, and present fairly (subject, in the case 
  of unaudited statements, to normal recurring audit adjustments) the 
  consolidated financial position of ET and its consolidated subsidiaries 
  as of the respective dates, and the consolidated results of operations 
  and retained earnings and cash flows of ET and its consolidated 
  subsidiaries for the respective periods indicated thereby.
  
  		7.9.2 	Except as and to the extent set forth in ET's 
  Annual Report on Form 10-K for the period ended September 30, 1996, 
  (the "1996 10-K"), as of September 30, 1996, neither ET nor any of its 
  consolidated subsidiaries had any known liabilities of any nature, 
  whether accrued, absolute, contingent or otherwise, and whether due or 
  to become due, which would be required by U.S. GAAP to be reflected in 
  a consolidated balance sheet of ET and its consolidated subsidiaries 
  (including the notes thereto).
  
  		7.9.3 	Since September 30, 1996, except as disclosed 
  in the ET SEC Filings, there has not occurred any material adverse 
  change in the financial condition or operations of the business of ET 
  and its consolidated subsidiaries considered as a whole.
  
  		7.9.4 	No statement contained in any of the ET SEC 
  Filings, as of the date of such ET SEC Filing, contained any untrue 
  statement of a material fact, or omitted or will omit to state a 
  material fact necessary to make the statements contained therein not 
  misleading in light of the circumstances in which such statements were 
  or will be made.
  
  	7.10 	Compliance with Laws; Legal Proceedings.
  
  		7.10.1	To the best of ET's knowledge and except as 
  disclosed in the ET SEC Filings, neither ET nor any of its subsidiaries 
  is in violation of any applicable foreign, federal, state or local law, 
  statute, rule, regulation, ordinance, order, injunction, decree, or 
  other requirement or judgment entered by any foreign, federal, state or 
  local court or governmental authority relating to or affecting the 
  operation, conduct or ownership of the property or business of ET or 
  any of its subsidiaries, which violation would have a materially 
  adverse effect on the financial condition, assets, business or 
  properties of ET and its subsidiaries considered as a whole.
  
  		7.10.2 	Except as disclosed in the ET SEC Filings or 
  provided for in the financial statements (including the notes thereto) 
  contained in the ET SEC Filings, there is no order, injunction or 
  decree outstanding, and no legal, administrative, arbitration or other 
  proceeding or governmental investigation pending, or, to the best 
  knowledge of ET, any claims against or relating to ET or to any of its 
  subsidiaries or their respective assets or businesses, which would, 
  individually or in the aggregate, have a material adverse effect on the 
  financial condition or business of ET and its subsidiaries considered 
  as a whole.
  
  8.	Indemnification.
  
  	8.1 	Indemnification by Shareholders.  Each of the Shareholders 
  jointly and severally, on the basis hereinafter set forth, shall 
  indemnify, defend and hold harmless ET and each of its shareholders, 
  directors, officers, employees, agents, attorneys and representatives, 
  from and against any and all losses which may be incurred or suffered 
  by any such party and which may arise out of or result from the breach 
  or inaccuracy of any representation, warranty, covenant or agreement of 
  any of the Shareholders contained in this Agreement or in any of the 
  Company Documents; provided that each Shareholder's indemnification 
  obligation with respect to breach or inaccuracy of any representation 
  in Section 6 of this Agreement shall be a separate obligation and not a 
  joint and several obligation.  To the extent such breach or inaccuracy 
  of any representation, warranty, covenant or agreement results in 
  losses to which EOS would not have been subjected had the state of 
  facts been as represented or warranted or had the covenant or agreement 
  been performed, ET as the direct or indirect owner of EOS shall also be 
  deemed to have been damaged to the extent of ET's proportionate 
  interest in such losses, determined on the basis of ET's percentage 
  stock interest in EOS, despite the fact that EOS may have been 
  subjected to such losses absent the consummation of the transactions 
  contemplated by this Agreement.
  
  	8.2 	Indemnification by ET.   ET shall indemnify, defend and 
  hold harmless each of the Shareholders and each of their respective 
  affiliates, assigns and successors in interest, agents, attorneys and 
  representatives, from and against any and all losses which may be 
  incurred or suffered by any such party and which may arise out of or 
  result from the breach or inaccuracy of any representation, warranty, 
  covenant or agreement of ET contained in this Agreement or in any of 
  the Company Documents.
  
  	8.3 	Notice to Indemnifying Party.  If any party (the 
  "Indemnified Party") receives notice of any claim or other commencement 
  of any action or proceeding with respect to which any other party (or 
  parties) (the "Indemnifying Party") is obligated to provide 
  indemnification pursuant to Section  or Section  hereof or pursuant to 
  any other specific indemnification covenant contained in this 
  Agreement, the Indemnified Party shall promptly give the Indemnifying 
  Party written notice thereof which notice shall specify, if known, the 
  amount or an estimate of the amount of the liability arising therefrom.  
  The timely delivery of any such notice shall not be a condition 
  precedent to any liability of the Indemnifying Party for 
  indemnification hereunder, unless the delay or untimely delivery of any 
  such notice is materially prejudicial to the right or ability of the 
  Indemnifying Party to defend against the claim, action or proceeding 
  which is the subject of the notice.  The Indemnified Party shall not 
  settle or compromise any claim by a third party for which it is 
  entitled to indemnification hereunder without the prior written consent 
  of the Indemnifying Party (which consent shall not be unreasonably 
  withheld or delayed) unless suit shall have been instituted against it 
  and the Indemnifying Party shall not have taken control of such suit 
  after notification thereof as provided in Section .
  
  	8.4 	Defense by Indemnifying Party. In connection with any claim 
  giving rise to indemnity hereunder resulting from or arising out of any 
  claim or legal proceeding by a person who is not a party to this 
  Agreement, the Indemnifying Party at its sole cost and expense may, 
  upon written notice to the Indemnified Party delivered within 15 days 
  after receipt by the Indemnifying Party of a notice for a claim for 
  indemnification, assume the defense of any such claim or legal 
  proceeding using counsel of its choice (subject to the approval of the 
  Indemnified Party, which approval shall not be unreasonably withheld or 
  delayed) if it acknowledges to the Indemnified Party in writing its 
  obligations to indemnify the Indemnified Party with respect to all 
  elements of such claim. The Indemnified Party shall be entitled to 
  participate in (but not control) the defense of any such action, with 
  its counsel and at its own expense; provided, however, that if the 
  Indemnified Party reasonably determines that there exists a conflict of 
  interest between the Indemnifying Party (or any constituent party 
  thereof) and the Indemnified Party, the Indemnified Party (or any 
  constituent party thereof) shall have the right to engage separate 
  counsel, the reasonable costs and expenses of which shall be paid by 
  the Indemnifying Party, but in no event shall the Indemnifying Party be 
  liable for (a) the costs and expenses of more than one such separate 
  counsel or (b) the costs and expenses of any such separate counsel 
  which are incurred prior to the date on which the Indemnified Party 
  delivers to the Indemnifying Party written notice of the engagement of 
  such separate counsel.  If the Indemnifying Party does not assume the 
  defense of any such claim or litigation resulting therefrom, the 
  Indemnified Party may defend against such claim or litigation, after 
  giving notice of the same to the Indemnifying Party, on such terms as 
  the Indemnified Party may deem appropriate, and the Indemnifying Party 
  shall be entitled to participate in (but not control) the defense of 
  such action, with its counsel and at its own expense. If the 
  Indemnifying Party thereafter seeks to question the manner in which the 
  Indemnified Party defended such third-party claim or the amount or 
  nature of any such settlement, the Indemnifying Party shall have the 
  burden to prove by a preponderance of the evidence that the Indemnified 
  Party did not defend or settle such third-party claim in a reasonably 
  prudent manner.
  
  	8.5 	Survival of Representations and Covenants of the 
  Shareholders.
  
  		8.5.1 	Section 5 Representations.  Notwithstanding any 
  right of ET to investigate the affairs of EOS and notwithstanding ET's 
  knowledge of facts determined or determinable by ET pursuant to such 
  investigation or right of investigation, ET shall have the right to 
  rely fully upon the representations, warranties, covenants and 
  agreements of each of the Shareholders contained in this Agreement or 
  in any Company Documents.  With the sole exception of those 
  representations set forth in Section  hereof and those covenants which 
  are to be performed after the Closing (which shall survive until three 
  (3) years after the date for the performance of such covenant), each 
  representation, warranty, covenant and agreement of each of the 
  Shareholders contained herein shall survive the execution and delivery 
  of this Agreement and the Closing and shall thereafter terminate and 
  expire on the third (3rd) anniversary of the Closing Date.  No claim or 
  action for indemnity pursuant to Section  hereof for breach or 
  inaccuracy of any such representation, warranty, covenant and agreement 
  of any of the Shareholders shall be asserted or maintained by ET after 
  the expiration of such representation, warranty, covenant and agreement 
  pursuant to the preceding sentence except for claims made in writing 
  prior to such expiration and actions (whether instituted before or 
  after such expiration) based on any claim made in writing prior to such 
  expiration.
  
  		8.5.2 	Section 6 Representations.  Notwithstanding any 
  right of ET to investigate the affairs of EOS and notwithstanding ET's 
  knowledge of facts determined or determinable by ET pursuant to such 
  investigation or right of investigation, ET shall have the right to 
  rely fully upon the representations, warranties, covenants and 
  agreements of each of the Shareholders contained in this Agreement or 
  in any Company Documents.  Each representation of each of the 
  Shareholders contained in Section  hereof shall survive the execution 
  and delivery of this Agreement and the Closing and shall survive until 
  a claim thereon is barred by the applicable statute of limitations.  No 
  claim or action for indemnity pursuant to Section  hereof for breach or 
  inaccuracy of any such representation shall be asserted or maintained 
  by ET after the expiration of such representation pursuant to the 
  preceding sentence except for claims made in writing prior to such 
  expiration and actions (whether instituted before or after such 
  expiration) based on any claim made in writing prior to such 
  expiration.
  
  	8.6 	Survival of Representations and Covenants of ET.	Each 
  representation, warranty, covenant and agreement of ET contained herein 
  shall survive the execution and delivery of this Agreement and the 
  Closing and thereafter shall terminate and expire on the third (3rd) 
  anniversary of the Closing Date.  No claim or action for indemnity 
  pursuant to Section  hereof for breach of any representation, warranty, 
  covenant and agreement of ET shall be asserted or maintained by any 
  Shareholder after the expiration of such representation, warranty, 
  covenant and agreement pursuant to the preceding sentence except for 
  claims made in writing prior to such expiration and actions (whether 
  instituted before or after such expiration) based on any claim made in 
  writing prior to such expiration.
  
  	8.7 	Satisfaction.  Notwithstanding anything in this Agreement 
  to the contrary, each Shareholder may satisfy his indemnification 
  obligation under Section  by surrendering to ET a number of shares of 
  ET Common Stock having a fair market value at the time of surrender 
  equal to the amount of the claim for which ET is entitled to 
  indemnification.  For purposes of this Section, the fair market value 
  of the ET Common Stock at any time shall be the average of the closing 
  price, if any, or bid price, if there is no closing price, as reported 
  on the principal exchange or quotation service on which the ET Common 
  Stock is reported, over the twenty (20) trading days immediately 
  preceding the date on which the Shareholder delivers to ET notice that 
  he intends to satisfy his indemnification obligation through the 
  surrender of shares of ET Common Stock.  If the ET Common Stock is not 
  then listed on an exchange or quotation service, the fair market value 
  of the ET Common Stock shall be determined by appraisal by three 
  appraisers, one of whom is selected by the Shareholder(s), one of whom 
  is selected by ET and one of whom is selected by the other two 
  appraisers, and the fair market value shall be the average of the 
  values determined by the three appraisers.
  
  	8.8 	Limitation.	Notwithstanding anything in this Agreement to 
  the contrary, each Shareholder's indemnification obligation with 
  respect to any claim under this Agreement, other than the breach or 
  inaccuracy of any representation or warranty contained in Section  
  hereof, shall be subject to the following limitations.
  
  		8.8.1 	The amount that a Shareholder shall be 
  obligated to pay with respect to a claim made on or before the first 
  anniversary of the Closing Date shall not exceed the sum of (a) the 
  surrender of all ET Shares then held by the Shareholder, and (b) the 
  cash amount equal to the sum of (i) the gross proceeds realized by the 
  Shareholder from the sale or other transfer for value of any of the ET 
  Shares prior to the date of the Shareholder's satisfaction of the 
  indemnification obligation, and (ii) the fair market value of any ET 
  Shares, as determined under Section  hereof as of the date of the 
  Shareholder's satisfaction of the indemnification obligation, which the 
  Shareholder transferred other than for value prior to the date of 
  satisfaction of the indemnification obligation other than for value.
  
  		8.8.2 	The amount that a Shareholder shall be 
  obligated to pay with respect to a claim made after the first 
  anniversary of the Closing Date and on or before the second anniversary 
  of the Closing Date shall not exceed the sum of (a) the surrender of 
  one-half (1/2) of the ET Shares then held by the Shareholder, and (b) 
  the cash amount equal to one-half of the sum of (i) the gross proceeds 
  realized by the Shareholder from the sale or other transfer for value 
  of any of the ET Shares prior to the date of the Shareholder's 
  satisfaction of the indemnification obligation, and (ii) the fair 
  market value of any ET Shares, as determined under Section  hereof as 
  of the date of the Shareholder's satisfaction of the indemnification 
  obligation, which the Shareholder transferred other than for value 
  prior to the date of satisfaction of the indemnification obligation 
  other than for value.
  
  		8.8.3 	The amount that a Shareholder shall be 
  obligated to pay with respect to a claim made after the second 
  anniversary of the Closing Date and on or before the third anniversary 
  of the Closing Date shall not exceed the sum of (a) the surrender of 
  one-third (1/3) of the ET Shares then held by the Shareholder, and (b) 
  the cash amount equal to one-third (1/3) of the sum of (i) the gross 
  proceeds realized by the Shareholder from the sale or other transfer 
  for value of any of the ET Shares prior to the date of the 
  Shareholder's satisfaction of the indemnification obligation, and (ii) 
  the fair market value of any ET Shares, as determined under Section  
  hereof as of the date of the Shareholder's satisfaction of the 
  indemnification obligation, which the Shareholder transferred other 
  than for value prior to the date of satisfaction of the indemnification 
  obligation other than for value.
  
  	8.9 	No Limitation.  Nothing in this Agreement shall be deemed 
  to limit each Shareholder's indemnification obligation with respect to 
  any claim under this Agreement relating to the breach or inaccuracy of 
  any representation or warranty contained in Section  hereof.
  
  	8.9 	Contribution; Subrogation.	Notwithstanding anything in 
  this Agreement to the contrary, none of the Shareholders shall have any 
  right to seek or obtain contribution or indemnification from EOS with 
  respect to any amount that they pay or are obligated to pay under 
  Section  hereof or otherwise in satisfaction of any claim for 
  indemnification made against them under this Agreement.
  
  9.	Shareholder Pre-Closing Covenants.
  
  	9.1	General Conduct of Business.  From and after the date 
  hereof, and until the Closing Date, the Shareholders shall, unless ET 
  shall otherwise agree in writing, cause EOS:
  
  		9.1.1 		to permit ET, through its 
  representatives, accountants and attorneys, to make such investigations 
  of the business and properties and of the financial and legal condition 
  of EOS as ET may reasonably deem necessary or advisable, and to make 
  available to such persons on the premises of EOS all such books, 
  records and other data as they may reasonably request;
  		9.1.2 		to carry on its business in the ordinary 
  course;
  
  		9.1.3 		to refrain from doing, or causing to be 
  done, anything which is represented and warranted not to have been done 
  since the Balance Sheet Date in Section  hereof;
  
  		9.1.4 		to refrain from incurring any obligation 
  or liability (absolute or contingent) except current liabilities 
  incurred, and obligations under contracts entered into, in the ordinary 
  course of business and individually not involving an aggregate 
  expenditure by EOS in excess of $5,000;
  
  		9.1.5 		to refrain from amending EOS's Articles 
  of Incorporation or By-laws and from making any change in its 
  authorized capital stock;
  
  		9.1.6 		to refrain from issuing any shares of 
  capital stock or any options, warrants or other rights to acquire any 
  shares of capital stock;
  
  		9.1.7 		to continue to insure EOS and all 
  property, real and personal, owned or leased by EOS substantially in 
  accordance with its current practice, and to use, operate, maintain and 
  repair all property in accordance with EOS's current practice;
  
  		9.1.8 		to use its best efforts (without making 
  any commitments on behalf of ET) to preserve EOS's business 
  organization intact, to keep available to ET EOS's present key 
  employees, and to preserve for ET EOS's present relationships with its 
  suppliers and customers and others having business relationships with 
  it;
  
  		9.1.9 		to refrain from doing any act or omitting 
  to do any act, or permitting any act or omission to act, which will 
  cause a breach of any material contract, commitment or obligation of 
  EOS; and
  
  		9.1.10 	to furnish to ET within fifteen (15) days after 
  the end of a fiscal month an unaudited balance sheet and income 
  statement of EOS for such period.
  
  	9.2 	Other Events.	EOS currently is in negotiations with 
  respect to the following transactions: (a) the acquisition from General 
  Research Corporation International, Inc. ("GRCI") of certain assets 
  previously used in connection with GRCI's "Flow Gemini" product line 
  (the "Flow Gemini Transaction"); and (b) the establishment with one or 
  more entities in New Mexico of high-speed telecommunications facilities 
  (the "New Mexico Transaction").  From and after the date hereof, and 
  until the Closing Date, the Shareholders shall, unless ET shall 
  otherwise agree in writing, cause EOS:
  
  		9.2.1 		to promptly advise ET of any material 
  developments with respect to either the Flow Gemini Transaction or the 
  New Mexico Transaction;
  
  		9.2.2 		to provide ET a copy of any proposed 
  agreement with respect to the Flow Gemini Transaction or the New Mexico 
  Transaction at least five (5) business days prior to EOS's entry into 
  such agreement;
  
  		9.2.3 		to refrain from taking any action or 
  making any representation that would obligate ET with respect to any 
  matter relating to the Flow Gemini Transaction or the New Mexico 
  Transaction prior to the Closing Date; and
  
  		9.2.4 		to deliver to ET a copy of any agreement 
  that EOS enters into with respect to the Flow Gemini Transaction or the 
  New Mexico Transaction promptly after such agreement is executed.
  
  	9.3 	Completion of Exhibits.  On or before December 31, 1997, 
  the Shareholders shall deliver to ET true, correct and complete copies 
  of all Exhibits to this Agreement reflecting all applicable information 
  as of December 31, 1997.
  
  10.	Conditions Precedent.
  
  	10.1	Conditions Precedent to ET's Obligations.  The obligation 
  of ET to consummate the transactions contemplated under this Agreement 
  shall be subject to the fulfillment, on or prior to the Closing Date, 
  of the following conditions.  ET may waive any of the following 
  conditions precedent.
  
  		10.1.1	The representations and warranties of the 
  Shareholders contained in this Agreement shall be true and correct in 
  all material respects on and as of the Closing Date with the same force 
  and effect as if made on and as of the Closing Date.
  
  		10.1.2 	The Shareholders shall have performed and 
  complied with all covenants, agreements and conditions required by this 
  Agreement to be performed or complied with by them prior to or at the 
  Closing Date.
  
  		10.1.3	On the Closing Date, no action or proceeding 
  shall be pending by any public authority, private individual or entity 
  before any court or administrative body to restrain, enjoin or 
  otherwise prevent the consummation of this Agreement, any of the Short-
  Form Agreement or any of the transactions contemplated hereby or 
  thereby or to recover any damages or obtain other relief as a result of 
  the transactions proposed hereby or thereby.
  
  		10.1.4	All proceedings to be taken in connection with 
  the consummation of the transactions contemplated by this Agreement, 
  and all documents incident thereto, shall be reasonably satisfactory in 
  form and substance to ET and its counsel, and ET and its counsel shall 
  have received copies of such documents as ET and its counsel may 
  reasonably request in connection therewith.
  
  		10.1.5	The business, assets and properties of EOS 
  shall not have been materially and adversely affected in any way as a 
  result of fire, explosion, earthquake, disaster, accident, flood, 
  drought, riot, civil disturbance, uprising, activity of armed forces, 
  or act of God or public enemy, whether or not covered by applicable 
  insurance.
  
  		10.1.6	Between September 30, 1997 and the Closing Date 
  there shall have been no materially adverse change in the position, 
  financial or otherwise, or the assets, liabilities or results of 
  operations of EOS and no changes other than in the ordinary course of 
  business or as permitted or contemplated by this Agreement.
  
  		10.1.7	There shall have been obtained any and all 
  permits, approvals and consents of agencies of any jurisdiction and of 
  any other governmental body or agency which counsel for ET may 
  reasonably deem necessary or appropriate in order to ensure that 
  consummation of the transactions contemplated by this Agreement will be 
  in compliance with the applicable laws, rules and regulations.
  
  		10.1.8	On the Closing Date, the Shareholders shall 
  have delivered to ET a certificate executed by the Shareholders to the 
  effect that the conditions set forth in Sections 10.1.1, 10.1.2, 10.1.5 
  and 10.1.6 have been satisfied and, to the best of the Shareholder's 
  knowledge, no action or proceeding of the type described in Section 
  10.1.3 above is pending as of the Closing Date.
  
  		10.1.9 	ET shall not have terminated this Agreement 
  pursuant to Section  hereof.
  
  		10.1.10  	The Shareholders shall have (a) delivered to ET 
  a written description of the status, as of the Closing Date, of the 
  Flow Gemini Transaction and the New Mexico Transaction and (b) 
  represented and warranted that such description is true, correct and 
  complete.
  
  		10.1.11 	ET shall have accepted, in its sole discretion, 
  the status of the Flow Gemini Transaction and the New Mexico 
  Transaction and all related agreements existing as of the Closing Date.
  
  		10.1.12  	Each of the Shareholders shall participate in 
  the Closing and shall transfer all of his EOS Shares to ET at the 
  Closing.
  
  		10.1.13  	Each of the shareholders of EOS other than the 
  Shareholders shall have executed and delivered to ET a Short-Form 
  Agreement and the transactions contemplated under each Short-Form 
  
  Agreement shall have been consummated at or prior to the Closing.
  
  		10.1.14 	Each of Michael C. Ditmore and Mel Beckman 
  shall have entered into a written Employment Agreement with ET 
  providing for their employment with ET after the Closing and the terms 
  and conditions of such Employment Agreements shall be acceptable to ET 
  in its sole discretion.
  
  		10.1.15 	Each employee and consultant who holds, 
  immediately prior to the Closing, an option or other right to acquire 
  any shares of capital stock of EOS shall have exchanged, as of the 
  Closing Date, such option or right for a stock option granted under 
  ET's 1996 Equity Incentive Plan.
  
  		10.1.16 	All of the indebtedness of EOS for borrowed 
  money shall have been paid or shall have been converted into shares of 
  Common Stock of EOS and all warrants to purchase shares of Common Stock 
  of EOS shall have been exercised, cancelled or exercised in part and 
  the unexercised portion cancelled.
  
  		10.1.17 	Neither ET nor its counsel shall be aware of 
  any facts which would prevent the transactions contemplated in this 
  Agreement and the Short-Form Agreements from being treated for income 
  tax purposes as a tax-free B-reorganization under Section 328(a)(1)(B) 
  of the Code.
  
  		10.1.18 	ET shall have confirmed that none of this 
  Agreement, the Company Documents, the Short-Form Agreements or any of 
  the transactions contemplated herein or therein shall be required to be 
  approved by the shareholders of ET.
  
  		10.1.19 	ET shall have received true, correct and 
  complete copies of all Exhibits to this Agreement on or before December 
  31, 1997.
  
  		10.1.20 	All of the Exhibits to this Agreement, 
  including any updated Exhibits delivered pursuant to Section 10.1.19 
  above shall, as of the Closing Date, be acceptable to ET, in its sole 
  discretion.
  
  	10.2.	Conditions Precedent to Shareholders' Obligations.  The 
  obligation of the Shareholders to consummate the transactions 
  contemplated hereby shall be subject to the fulfillment, on or prior to 
  the Closing Date, of the following conditions.  The Shareholders may 
  waive any of the following conditions precedent.
  
  		10.2.1	The Shareholders shall not have terminated this 
  Agreement pursuant to Section  hereof.
  
  		10.2.2	The representations and warranties of ET 
  contained in this Agreement shall be true and correct in all material 
  respects on and as of the Closing Date with the same force and effect 
  as if made on and as of the Closing Date.
  		10.2.3	ET shall have performed and complied with all 
  covenants, agreements and conditions required by this Agreement to be 
  performed or complied with by them prior to or at the Closing Date.
  
  		10.2.4	On the Closing Date, no action or proceeding 
  shall be pending by any public authority, private individual or entity 
  before any court or administrative body to restrain, enjoin or 
  otherwise prevent the consummation of this Agreement or any of the 
  Short-Form Agreements or the transactions contemplated hereby or 
  thereby or to recover any damages or obtain other relief as a result of 
  the transactions proposed hereby or thereby.
  
  		10.2.5	At the Closing on the Closing Date, ET shall 
  have delivered to the Shareholders a certificate executed by an officer 
  of ET to the effect that the conditions set forth in Sections 10.2.2 
  and 10.2.3 have been satisfied.
  
  		10.2.6	Between September 30, 1997 and the Closing Date 
  there shall have been no materially adverse change in the position, 
  financial or otherwise, or the assets, liabilities or results of 
  operations of ET and no changes other than in the ordinary course of 
  business or as permitted or contemplated by this Agreement.
  
  		10.2.7	All proceedings to be taken in connection with 
  the consummation of the transactions contemplated by this Agreement, 
  and all documents incident thereto, shall be reasonably satisfactory in 
  form and substance to the Shareholders and their counsel, and the 
  Shareholders and their counsel shall have received copies of such 
  documents as they may reasonably request in connection with said 
  transactions.
  
  11.	Termination.  This Agreement may be terminated at any time prior 
  to the Closing as follows, and in no other manner:
  
  	11.1	by mutual consent of ET and the Shareholders;
  
  	11.2	by ET or the Shareholders, if, at or before the Closing, 
  any conditions set forth herein for the benefit of the ET or the 
  Shareholders, respectively, shall not have been timely met;
  
  	11.3	by ET or the Shareholders, if the Closing of the 
  transactions contemplated by this Agreement shall not have occurred on 
  or before January 31, 1998, or such later date as may have been agreed 
  upon in writing by the parties hereto; and
  
  	11.4	by ET or the Shareholders, if any representation or 
  warranty made herein for the benefit of ET or the Shareholders, 
  respectively, or in any certificate or document furnished to ET or the 
  Shareholders, respectively, pursuant to this Agreement is untrue in any 
  material respect, or ET or the Shareholders, respectively, shall have 
  defaulted in any material respect in the performance of any material 
  obligation herein contained.
  If this Agreement is terminated with respect to any Shareholder, it 
  shall be deemed terminated with respect to all of the Shareholders.
  
  12.	Miscellaneous Provisions.
  
  	12.1 	Further Assurances.  Each party to this agreement shall 
  take such additional actions and shall execute such documents and 
  instruments as may be necessary or proper to cause the occurrence of 
  any conditions precedent or conditions subsequent to his or her 
  obligation to perform or as may otherwise be appropriate to effectuate 
  the purposes and intention of this Agreement or to consummate the 
  transactions contemplated hereunder.
  
  	12.2 	Force Majeure.  None of the parties hereto shall be liable 
  for any delay or default in performing its obligations hereunder if 
  such delay or default is caused by force majeure, such as wars of 
  insurrection, strikes, fires, vandalism, floods, work stoppages, 
  embargoes and/or lack of materials.  In the event any such delay or 
  default caused by force majeure shall continue for ninety (90) days or 
  more, then non-delaying party shall be entitled to terminate this 
  agreement upon thirty (30) days' written notice to the other party of 
  intention to terminate.
  
  	12.3 	Counterparts and Execution.  This agreement may be executed 
  in one or more counterparts, each of which shall be deemed an original 
  and all of which taken together shall constitute one and the same 
  instrument binding on all the parties hereto, notwithstanding that all 
  of the parties are not signatories to the original or the same 
  counterpart.
  
  	12.4 	Interpretation.  As used in this agreement, and whenever 
  the context indicates or requires, the masculine, feminine and neuter 
  gender and the singular or plural numbers shall each be deemed to 
  include the other, and the words "person" and "party" shall include any 
  corporation, partnership, firm, trust, or association.  The captions to 
  the various Sections and paragraphs of this agreement are for 
  convenience and reference purposes only and are not intended and shall 
  not be construed to limit the provisions to which they relate.
  
  	12.5 	Construction.  The parties agree that each party and its 
  counsel have reviewed and revised this agreement and that any rule of 
  construction to the effect that ambiguities are to be resolved against 
  the drafting party shall not apply in the interpretation of this 
  agreement or any amendments of Exhibits thereto.
  
  	12.6 	Representation by Counsel.  Each of the parties have had 
  the advice of their respective independent counsel in connection with 
  the execution of this agreement, have had the entire agreement fully 
  explained by such counsel, and are fully aware of and understand the 
  contents of this agreement.
  
  	12.7 	Governing Law.  This agreement, the construction and 
  enforcement of its terms, and the interpretation of the rights and 
  duties of the parties hereunder shall be governed by the laws of the 
  State of California.
  
  	12.8 	Partial Invalidity.  Each term and provision of this 
  agreement shall be valid and enforceable to the fullest extent 
  permitted by law.  If any term or provision of this agreement or the 
  application thereof to any person or circumstance shall, to any extent, 
  be invalid or unenforceable, then the remainder of this agreement or 
  the application of such term or provision to persons or circumstances 
  other than those to which it is held invalid or unenforceable, shall 
  not be affected thereby.
  
  	12.9 	Arbitration.  Unless the relief sought requires the 
  exercise of the equity powers of a court of competent jurisdiction, any 
  dispute arising in connection with the interpretation or enforcement of 
  the provisions of this Agreement, or the application or validity 
  thereof, shall be submitted to arbitration.  Such arbitration 
  proceedings shall be held in Santa Barbara, California, in accordance 
  with the rules then obtaining of the American Arbitration Association.  
  This agreement to arbitrate shall be specifically enforceable.  Any 
  award rendered in any such arbitration proceedings shall be final and 
  binding on each of the parties hereto, and judgment may be entered 
  thereon in any court of competent jurisdiction.
  
  	12.10 	Attorneys' Fees.  Should any action or proceeding be 
  necessary to construe or enforce the terms or conditions of this 
  agreement, or the application or validity thereof, then the party 
  prevailing in such action shall be entitled to recover its reasonable 
  attorneys' fees and other court costs, together with any costs and 
  attorneys' fees incurred in enforcing any judgment entered therein.
  
  	12.11 	Exhibits.  All Exhibits or appendices attached or 
  referred to in this agreement are incorporated in this agreement by 
  such reference and are made a part hereof as though they were fully set 
  forth herein.
  
  	12.12 	Complete Agreement.  This written instrument, 
  together with any Exhibits or appendices referred to herein, 
  constitutes the entire understanding of the parties with respect to the 
  matters that are the subject of this agreement, and no representations, 
  warranties or covenants not included in this Agreement may be relied 
  upon by any party hereto.
  
  	12.13	 Confidentiality.	All information relating to EOS obtained 
  by ET and any of its authorized representatives pursuant to this 
  Agreement or otherwise in connection with the transactions contemplated 
  hereby, shall be kept confidential by ET and each of its 
  representatives and shall not be used by any of them for any purpose 
  other than in connection with the transactions contemplated hereby; 
  provided that the foregoing shall not apply to (a) any information 
  generally available to the public on the date hereof or which becomes 
  generally available to the public through no fault of ET or its 
  representative, but only from and after the date such information 
  becomes so available, and (b) any information obtained by ET from a 
  third party having the right to disclose such information.
  
  	12.14	 Notices.  All notices and other written communications 
  required or permitted to be transmitted to any party to this Agreement 
  pursuant to the provisions hereof shall be personally delivered to such 
  party or mailed postage prepaid by registered or certified mail, or 
  sent by facsimile or other form of electronic transmissions, addressed 
  to such party at the address set forth on Exhibit L hereto or such 
  other address as hereafter may be given for purposes of such notice.  
  Any notice or other written communication sent in accordance with the 
  foregoing shall conclusively be deemed to have been received at the 
  time of delivery, if personally delivered, or five (5) days after the 
  date of mailing, if mailed, or two (2) days after transmission, in sent 
  by facsimile or other form of electronic transmission.
  
  	12.15     Successors.  This Agreement shall be binding upon and 
  inure to the benefit of the transferees by operation of law, successors 
  
  and assigns of any party hereto or otherwise bound hereby, whether or 
  not any such person shall have executed this Agreement or otherwise 
  agreed to become bound hereby.  Except as otherwise expressly provided 
  for herein, this Agreement shall not inure to the benefit of, be 
  enforceable by or create any right or cause of action in any person, 
  other than the parties hereto.
  
  	12.16	Expenses.  Each of the parties shall pay all costs and 
  expenses incurred by it in negotiating and preparing this Agreement and 
  the Company Documents and in carrying out the transactions contemplated 
  hereby and thereby.
  
  	12.17	Third Party Benefit.  The parties do not intend to confer 
  any benefit on any person, firm, corporation, entity or individual 
  other than the parties to this Agreement by reason, directly or 
  indirectly, of the parties' execution and delivery of this Agreement, 
  including all Exhibits to this Agreement, and any related documents, 
  Schedules, certificates and opinions.
  
  	12.18	Corporate Securities Law.  THE SALE OF THE SECURITIES WHICH 
  ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE 
  COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE 
  ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF 
  THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, 
  UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY 
  SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.  THE 
  RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON 
  SUCH QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.
  
  	IN WITNESS WHEREOF, the parties hereto have executed this Stock 
  Purchase Agreement the day and year first above written.
  
  "ET"						"SHAREHOLDERS"
  
  ExperTelligence, Inc.				
  
  By:_________________________		___________________________
     Denison W. Bollay				Michael C. Ditmore
  	president
  
  
  By:_________________________		____________________________
     Robert W. Reali				Thomas J. Harriman
  	Secretary
  
  						____________________________
  						Norman Sprague
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 101469}]
metadata_filer: {"company-data": {"conformed-name": "EXPERTELLIGENCE INC", "cik": "0000723533", "assigned-sic": "7372", "irs-number": "953506403", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11596", "film-number": "97739696"}, "business-address": {"street1": "203 CHAPALA STREET", "street2": "STE B", "city": "SANTA BARBARA", "state": "CA", "zip": "93101", "phone": "8059622558"}, "former-company": {"former-conformed-name": "ORIGINAL COMPUTER CAMP INC", "date-changed": "19841023"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
  Washington, D.C. 20549
  
  FORM 8-K
  
  CURRENT REPORT
  
  Pursuant to Section 13 or 15(d) of
  the Securities Exchange Act of 1934
  
  Date of Report: December 12, 1997
  (Date of earliest event reported: December 12, 1997)
  
                        EXPERTELLIGENCE, INC.                  
  (Exact Name of Registrant as specified in its charter)
  
                              California                        
  (State or other jurisdiction of incorporation)
  
  	2-849630-LA				  95-3506403
   (Commissioner File Number)   (IRS Employer Identification No.)
  
          203 Chapala Street, Santa Barbara, California 93101      
           (Address of principal executive offices)
  
                          (805) 962-2558                        
  (Registrant's telephone number, including area code)
  
                            Not Applicable                      
  (Former name or former address, if changed since last report)
  
  ITEM 5.	Acquisition or Disposition of Assets
  
  	On December 12, 1997, Registrant entered into an Stock 
  Reorganization Agreement (the "Reorganization Agreement") with 
  Electronic Offsite Services, Inc., a California corporation with 
  its principal offices in Santa Barbara, California ("EOS"), 
  pursuant to which Registrant would acquire all of the issued and 
  outstanding capital stock of EOS in exchange for Registrant's 
  issuance to the shareholders of EOS a total of up to 326,000 
  shares of its Common Stock.  The consummation of the acquisition 
  is subject to the satisfaction of various customary conditions.
  
  	The acquisition is scheduled to close on or before January 
  20, 1998.  If the condition, financial or otherwise, of EOS is 
  not satisfactory to Registrant, Registrant may terminate the 
  Reorganization Agreement.  Either party may terminate the 
  Reorganization Agreement if the merger has not occurred by 
  January 31, 1998, or such other date as the parties may agree.
  
  	The discussion of the Reorganization Agreement and the 
  proposed acquisition set forth above are qualified by the terms 
  of the Stock Reorganization Agreement, a copy of which is 
  attached as an Exhibit to this Report.
  
  ITEM 7.	Exhibits
  
  	2.1  Stock Reorganization Agreement dated as of December 
  12, 
  1997, by and between Expertelligence, Inc., a California 
  corporation, and Electronic Offsite Services, Inc., a California 
  corporation, without Exhibits.  Registrant will furnish 
  supplementally a copy of any omitted Exhibit that the Commission 
  may request.
  
  SIGNATURES
  
  	Pursuant to the requirements of the Securities Exchange Act 
  of 1934, the Registrant has duly caused this report to be signed 
  on its behalf by the undersigned hereunto duly authorized.
  
  						EXPERTELLIGENCE, INC.,
  						 a California corporation
  
  Date: _________________		By ________________________________
  						   Denison W. Bollay, 
  President
  
   
   
  
  Exhibit 2.1
  
  STOCK REORGANIZATION AGREEMENT
  
  	THIS STOCK REORGANIZATION AGREEMENT (this "Agreement") is made 
  and entered into as of December 12, 1997, by and among the signatory 
  stockholders of ELECTRONIC OFFSITE SERVICES, INC., a California 
  corporation ("EOS"), MICHAEL C. DITMORE, THOMAS J. HARRIMAN, and NORMAN 
  SPRAGUE (individually as a "Shareholder" and collectively as the 
  "Shareholders"), and EXPERTELLIGENCE, INC., a California corporation 
  ("ET"), with reference to the following facts.
  
  	A.	The Shareholders beneficially own more than 50% of the 
  issued and outstanding shares of capital stock of EOS.  In addition, 
  the Shareholders are Directors of EOS and collectively constitute a 
  majority of the authorized number of Directors of EOS.
  
  	B.	ET desires to acquire from the Shareholders, and the 
  Shareholders desire to transfer to ET, all of the shares of the issued 
  and outstanding capital stock of EOS owned by them on the terms and 
  subject to the conditions hereinafter set forth.
  
  	C.	Each remaining non-signatory shareholder of EOS is entering 
  into a Short-Form Stock Reorganization Agreement with ET, which 
  Agreements provide for ET's acquisition from each such shareholder of 
  all of its shares of capital stock of EOS owned by such shareholders.
  
  	D.	Upon consummation of the transactions contemplated by this 
  Agreement and the Short-Form Agreements, ET will own all of the issued 
  and outstanding capital stock of EOS.
  
  	E.	The parties intend that the transactions contemplated in 
  this Agreement and the Short-Form Agreements will be treated for income 
  tax purposes as a tax-free B-reorganization under Section 368(a)(1)(B) 
  of the Code.
  
  	NOW, THEREFORE, in consideration of the mutual covenants and 
  agreements hereinafter set forth, the parties hereto hereby agree as 
  follows:
  
  1.	Definitions.  For purposes of this Agreement, the terms set forth 
  below shall be used as they are defined in this Section.
  
  	1.1 	Affiliate.  "Affiliate" shall mean any entity controlling, 
  controlled by or under common control with a Person.  For the purposes 
  of this definition, "control" shall have the meaning presently 
  specified for that word in Rule 405 promulgated by the SEC under the 
  Securities Act.
  
  	1.2 	Applicable Law.  "Applicable Law" means any statute, law, 
  rule, or regulation or any judgment, order, writ, injunction or decree 
  of any Governmental Entity to which a specified person or property is 
  subject.
  
  	1.3 	Balance Sheet.  "Balance Sheet" shall mean the unaudited 
  balance sheet of EOS for the fiscal year ended September 30, 1997.
  
  	1.4 	Code.  "Code" means the Internal Revenue Code of 1986, as 
  amended.
  
  	1.5 	Commission.  "Commission" shall mean the Securities and 
  Exchange Commission.
  
  	1.6 	Company Documents.  "Company Documents" shall mean and 
  include the Registration Rights Agreement and the Non-Competition 
  Agreement.
  
  	1.7 	Encumbrance.  "Encumbrance" means any claim, lien, pledge, 
  option, charge, easement, security interest, right-of-way, encumbrance 
  or other rights of third parties, and, with respect to any securities, 
  any agreements, understandings or restrictions affecting the voting 
  rights or other incidents of record or beneficial ownership pertaining 
  to such securities.
  
  	1.8 	EOS Shares.  "EOS Shares" means the shares of Common Stock 
  of EOS owned, beneficially and of record, by the Shareholders and to be 
  transferred to ET under this Agreement.
  
  	1.9 	ET Shares.  "ET Shares" means the shares of Common Stock of 
  ET to be issued to the Shareholders under this Agreement.
  
  	1.10 	Exchange Act.  "Exchange Act" means the U.S. Securities 
  Exchange Act of 1934, as amended.
  
  	1.11 	Financial Statements.   "Financial Statements" shall mean 
  and include the unaudited balance sheet of EOS as of September 30, 
  1996, and September 30, 1997, the related statements of income and 
  retained earnings and the related statements of cash flows for the 
  periods then ended, certified by EOS's Chief Financial Officer.  A 
  true, correct and complete copy of the Financial Statements is set 
  forth in Exhibit B hereto.
  
  	1.12 	Intellectual Property.  "Intellectual Property" means and 
  includes all inventions, computer software programs, applications and 
  related documentation (including all source code and object code 
  versions and documentation), patents, patent applications, copyrights 
  and copyright rights, mask works and mask work rights, trademarks, 
  service marks, trade secrets, and other proprietary rights, and all 
  foreign, domestic, federal and state registrations and applications 
  applicable to or covering any or all of the foregoing.
  
  	1.13 	Material Contracts.  "Material Contracts" means, with 
  respect to EOS:
  
  		1.13.1 	Any contract which involves performance of 
  services or delivery of goods and/or materials, by or to EOS of an 
  amount or value in excess of $20,000;
  		1.13.2 	Any note, debenture, other evidence of 
  indebtedness, guarantee, loan, letter of credit, surety-bond or 
  financing agreement or instrument or other contract for money borrowed, 
  including any agreement or commitment for future loans, credit or 
  financing;
  
  		1.13.3 	Any lease, rental or occupancy agreement, 
  license, installment and conditional sale agreement, and other contract 
  affecting the ownership of, leasing of, title to, use of, or any 
  leasehold or other interest in, any real property;
  
  		1.13.4 	Any material licensing agreement or other 
  contract with respect to patents, trademarks, copyrights, or other 
  intellectual property, including agreements with current or former 
  employees, consultants or contractors regarding the exploitation, 
  appropriation or the nondisclosure of Intellectual Property;
  
  		1.13.5 	Any employment agreement, collective bargaining 
  agreement or other contract to or with any employee or any labor union 
  or other employee representative of a group of employees relating to 
  wages, hours, and other conditions of employment;
  
  		1.13.6 	Any bonus, pension, profit sharing, retirement, 
  stock purchase, stock option, deferred compensation, medical, 
  hospitalization or life insurance plan, contract, understanding with 
  respect to any or all of the employees of EOS;
  
  		1.13.7 	Any joint venture contract, partnership 
  agreement, limited liability company or other contract (however named);
  
  		1.13.8 	Any agreement granting any preemptive right, 
  right of first refusal or similar right to any Person;
  
  		1.13.9 	Any covenant not to compete or other 
  restriction on the ability of EOS to conduct its business or engage in 
  any other activity;
  
  		1.13.10 	Any agreement not made in the ordinary course 
  of business that is material to EOS; and
  
  		1.13.11 	Any amendment, supplement, and modification 
  (whether written or oral) in respect of any of the foregoing.
  
  	1.14 	Non-Competition Agreement.  "Non-Competition Agreement" 
  means the Non-Competition Agreement by Michael C. Ditmore for the 
  benefit of ET substantially in the form attached hereto as Exhibit C.
  
  	1.15 	Permits.  "Permits" shall mean all licenses, permits, 
  orders, consents, approvals, registrations, authorizations, 
  qualifications and filings required by any federal, state, local or 
  foreign laws or governmental or regulatory bodies and all industry or 
  other non-governmental self-regulatory organizations.
  	1.16 	Permitted Encumbrances.  "Permitted Encumbrances" means (i) 
  any mechanic's or materialmen's lien or similar Encumbrances with 
  respect to amounts not yet due and payable or which are being contested 
  in good faith by appropriate proceedings and for which appropriate 
  reserves have been established, (ii) Encumbrances for Taxes not yet due 
  and payable or which are being contested in good faith by appropriate 
  proceeding, for which appropriate reserves have been established, or 
  (iii) easements, licenses, covenants, rights of way and similar 
  Encumbrances which, individually or in the aggregate, would not 
  materially and adversely affect the marketability or value of the 
  property encumbered thereby or materially interfere with the operations 
  of EOS.
  
  	1.17 	Person.  "Person" means any individual, copartner, 
  association, partnership, joint venture, limited liability company, 
  trust, estate or other entity or organization.
  
  	1.18 	Registration Rights Agreement.  "Registration Rights 
  Agreement" means the Registration Rights Agreement by and among EOS and 
  the Shareholders substantially in the form attached hereto as Exhibit 
  D.
  
  	1.19 	Return or Returns.  "Return" or "Returns" means all 
  returns, declarations, reports, statements, and other documents 
  required to be filed in respect of Taxes.
  
  	1.20 	Schedule of Exceptions.  "Schedule of Exceptions" shall 
  mean that Schedule set forth in Exhibit E hereto.
  
  	1.21 	Securities Act.  "Securities Act" shall mean the U.S. 
  Securities Act of 1933, as amended.
  
  	1.22 	Short-Form Agreements.  "Short-Form Agreements" mean the 
  Short-Form Stock Reorganization Agreements to be executed and delivered 
  at the Closing by the shareholders of EOS other than the Shareholders, 
  which shall be substantially in the form set forth in Exhibit F hereto.
  
  	1.23 	Taxes.  "Taxes" shall mean and include all federal, state, 
  local and foreign income, franchise, gross receipts, business license, 
  sales, use, withholding, employment, property and other taxes imposed 
  on EOS for any taxable period or portion thereof that ends on or before 
  the Closing Date, and all interest, penalties and additions to tax 
  attributable thereto.
  
  	1.24 	Tax Returns.  "Tax Returns" shall mean and include all tax 
  and information returns, reports and other filings required to be made 
  by EOS with any federal, state, local or foreign governmental agency 
  with respect to any Taxes applicable to or imposed upon EOS with 
  respect to any period ending on or before the Closing Date.
  
  2.	Plan of Reorganization.  The parties hereby adopt this Agreement 
  as a "Plan of Reorganization" within the meaning of Sections 354 and 
  368(a)(l)(B) of the Code.
  
  3.	Exchange of Shares.
  
  	3.1 	Exchange of EOS Shares.  At the Closing, each of the 
  Shareholders will transfer and assign to ET the number of EOS Shares 
  set forth opposite the Shareholder's name on Exhibit A hereto and in 
  exchange therefor ET will issue to the Shareholder of the number of ET 
  Shares and the amount of cash in lieu of fractional shares set forth 
  opposite the Shareholder's name on Exhibit A hereto.  There shall be no 
  adjustment in the number of ET Shares to be issued under this Agreement 
  by reason of any increase or decrease in the market price of the Common 
  Stock of ET at any time during the period starting on the date of this 
  Agreement and ending on the Closing Date.  In no event shall ET be 
  obligated to issue any fraction of a share.  The parties acknowledge 
  that the aggregate number of shares of Common Stock that ET shall be 
  obligated to issue under this Agreement and all of the Short-Form 
  Agreements is 326,000 shares and the number of ET Shares issuable to 
  each Shareholder under this Agreement shall be determined on the basis 
  of the total number of shares of Common Stock of EOS outstanding as of 
  the Closing Date.
  
  	3.2 	EOS Options.  At the Closing, each person who, as of the 
  date of this Agreement, holds any option issued under EOS's 1996 
  Employee Stock Option Plan shall have surrendered such option in 
  exchange for ET's grant to such person of a corresponding option under 
  ET's 1996 Equity Participation Plan.  Set forth on Exhibit G hereto is 
  a true correct and complete list of all persons who, as of the date of 
  this Agreement hold any options issued under EOS's 1996 Employee Stock 
  Option Plan and the terms of the option to be granted to such person at 
  the Closing under ET's 1996 Equity Participation Plan.
  
  	3.3 	EOS Warrants.  At the Closing, all warrants, convertible 
  securities and other rights to acquire securities of EOS (except only 
  the options described in Section 3.2 above) previously issued by EOS 
  and which have not previously been exercised in full shall be cancelled 
  without liability or obligation to ET.
  
  4.	Closing.
  
  	4.1	Closing Date.  Subject to the terms and conditions of this 
  Agreement, the closing of the transactions contemplated by this 
  Agreement (the "Closing") shall be held at the offices of Reicker, 
  Clough, Pfau & Pyle LLP, 1421 State Street, Suite B, Santa Barbara, 
  California, at 10:00EA.M., California Time, on January 20, 1998 or on 
  such other date as the parties hereto may agree upon in writing (the 
  "Closing Date").
  
  	4.2	Deliveries by Shareholders.  In addition to and without 
  limiting any other provisions of this Agreement, the Shareholders shall 
  deliver, or cause to be delivered, to ET at the Closing the following:
  
  		4.2.1	Certificates representing all of the EOS Shares owned 
  by such Shareholders, which certificates shall be either duly endorsed 
  or accompanied by stock powers duly executed with signatures 
  guaranteed;
  
  		4.2.2	Such written resignations, effective on the Closing 
  Date, of officers and directors of EOS as ET shall have requested;
  
  		4.2.3	One or more certificates of the Shareholders 
  confirming that (a) all of the representations and warranties of the 
  Shareholders set forth in this Agreement and the Company Documents are 
  true, correct and complete to the same extent as if given as of the 
  Closing Date, (b) each of the Shareholders and EOS has performed all 
  actions and obligations to be performed by such person on or before the 
  Closing Date, and (c) all of the conditions precedent to the 
  Shareholders' obligations to consummate the transactions contemplated 
  in this Agreement have been satisfied or waived on or before the 
  Closing Date;
  
  		4.2.4	All corporate and other records of EOS held by any 
  Shareholder, including but not limited to, minute books, stock books 
  and registers, books of account, leases and contracts;
  
  		4.2.5	In each case where any of EOS's licenses, leases, 
  contracts, agreements or commitments require the consent of another 
  party as a result of the consummation of the transactions contemplated 
  hereunder, the consent of each such other party to the consummation of 
  the transactions contemplated hereunder;
  
  		4.2.6	A copy of the Articles of Incorporation of EOS, 
  certified as of a date not earlier than ten (10) days prior to the 
  Closing Date by the Secretary of State of California;
  
  		4.2.7	Certificates, dated as of a date not earlier than ten 
  (10) days prior to the Closing Date, of the Secretary of the State and 
  Franchise Tax Board of California and the corresponding agencies of 
  each of the states in which EOS is qualified to transact business as a 
  foreign corporation as to the payment of franchise taxes and the good 
  standing of EOS in such jurisdictions;
  
  		4.2.8	By-Laws of EOS certified, as of the Closing Date, by 
  the Secretary of EOS;
  
  		4.2.9	An "estoppel letter", in a form reasonably 
  satisfactory to ET's counsel, from each lessor of real property being 
  leased to EOS, stating that, as of a date not earlier than five (5) 
  days prior to the Closing Date:  (i)Esuch lease is in full force and 
  effect and (ii)Eno event has occurred which does or would result in a 
  breach of such lease by EOS; and
  
  		4.2.10	Such other documents, instruments or 
  certificates as shall be reasonably requested by ET or its counsel.
  
  	4.3	Deliveries By ET.  In addition to, and without limiting any 
  other provisions of this Agreement, ET shall deliver to the 
  Shareholders at the Closing the following:
  
  		4.3.1 	Certificates representing the ET Shares 
  deliverable to the Shareholders and cash for any fractional shares as 
  set forth on Exhibit A hereto;
  
  		4.2.3	A certificate of the President of ET confirming that 
  (a) all of the representations and warranties of ET set forth in this 
  Agreement and the Company Documents are true, correct and complete to 
  the same extent as if given as of the Closing Date, (b) ET has 
  performed all actions and obligations to be performed by it on or 
  before the Closing Date, and (c) all of the conditions precedent to 
  ET's obligations to consummate the transactions contemplated in this 
  Agreement have been satisfied or waived on or before the Closing Date;
  
  		4.3.3	A certified copy of resolutions adopted by the Board 
  of Directors of ET authorizing the transactions contemplated by this 
  Agreement;
  
  		4.3.4	Certificates, dated as of a date not earlier than ten 
  (10) days prior to the Closing Date, of the Secretary of State and 
  Franchise Tax Board of the State of California, and the corresponding 
  agencies of each of the states in which ET is qualified to do transact 
  business as a foreign corporation as to the payment of franchise taxes 
  and the good standing of ET in such jurisdictions; and
  
  		4.3.5	Such other documents or certificates as shall be 
  reasonably requested by the Shareholders or their counsel.
  
  	4.4	Further Deliveries.  The Shareholders and ET shall, on 
  request, on or after the Closing Date, cooperate with each other by 
  furnishing any additional information, executing and delivering any 
  additional documents and/or instruments and doing any and all such 
  other things as may be reasonably required by the parties or their 
  counsel to consummate or otherwise implement the transactions 
  contemplated by this Agreement.
  
  5.	Representations and Warranties about EOS.  As a material 
  inducement for ET to enter into and perform its obligations under this 
  Agreement, each of the Shareholders hereby jointly and severally 
  represents and warrants to ET that, except as set forth on the Schedule 
  of Exceptions specifically identifying the relevant Section hereof, all 
  of the following are true and correct.  Each of the Shareholders 
  acknowledges that ET is entering into this Agreement in reliance on the 
  accuracy of the representations and warranties set forth in this 
  Section 5 and ET would not consummate the transactions contemplated 
  herein without the Shareholders providing these representations and 
  warranties.
  
  	5.1 	Organization and Good Standing.  EOS is a corporation duly 
  organized, validly existing and in good standing under the laws of 
  State of California; has all requisite power to own, lease, license and 
  operate its assets, properties and business and to carry on its 
  business as conducted during the 12-month period prior to the date 
  hereof, as now conducted and as proposed to be conducted; and is duly 
  qualified or licensed to do business as a foreign corporation and is in 
  good standing in every jurisdiction in which the nature of its business 
  or the location of its properties requires such qualification or 
  licensing, except for such jurisdictions where the failure to so 
  qualify or be so licensed would not have any adverse effect on the 
  enforceability of any of the Material Contracts or EOS's ability to 
  bring lawsuits, or a material adverse effect upon the condition 
  (financial or otherwise), assets, liabilities, business, operations or 
  prospects of EOS, or EOS's ability to perform fully its obligations 
  under this Agreement and the Company Documents.
  
  	5.2 	Authority to Execute and Perform Agreements.  EOS has all 
  requisite corporate power, authority and approvals required to enter 
  into, execute and deliver this Agreement and all of the Company 
  Documents and to perform fully EOS's obligations hereunder and 
  thereunder.
  
  	5.3 	Due Authorization: Enforceability.  EOS has taken all 
  actions necessary to authorize it to enter into and perform fully its 
  obligations under this Agreement and all of the Company Documents and 
  to consummate the transactions contemplated herein and therein.  This 
  Agreement and the Company Documents are, or upon execution and delivery 
  will be, the legal, valid and binding obligations of EOS, enforceable 
  in accordance with their respective terms, subject, as to enforcement 
  of remedies, to applicable bankruptcy, insolvency, moratorium, 
  reorganization and similar laws affecting creditors' rights generally 
  and to general equitable principles.
  
  	5.4 	Capital Structure.  The authorized capital stock of EOS 
  consists of One Million (1,000,000) shares of Common Stock, without par 
  value.  As of the date of this Agreement, there are issued and 
  outstanding Nine Hundred Thousand (900,000) shares of Common Stock.  
  EOS will file prior to the Closing Date an amendment to its Articles of 
  Incorporation which will increase its authorized capital stock to Four 
  Million s(4,000,000), which will consist of Three Million (3,000,000) 
  shares of Common Stock and One Million (1,000,000) shares of Preferred 
  Stock.  Set forth in Exhibit G hereto is a true, correct and complete 
  schedule as of the date of this Agreement, of the holders of the issued 
  and outstanding shares of capital stock of EOS and of the holders of 
  all outstanding subscriptions, options, rights, warrants, convertible 
  securities, notes and senior notes and other agreements and obligations 
  under which EOS has any obligation to issue or transfer from treasury 
  any shares of capital stock.  Except as set forth in Exhibit G hereto, 
  there are no outstanding subscriptions, options, rights, warrants, 
  convertible securities, or other agreements or commitments obligating 
  EOS to issue or to transfer from treasury any shares of its capital 
  stock of any class or kind whatsoever.  At the Closing, the 
  Shareholders shall deliver to ET an updated Exhibit G which shall 
  contain a true, correct and complete schedule of the information as of 
  the Closing Date required to be set forth in Exhibit G.  The 
  outstanding shares of Common Stock of EOS are duly and validly issued, 
  fully paid and nonassessable, and, except as set forth on Exhibit G 
  hereto, were issued in compliance with all applicable federal and state 
  securities laws, including but not limited to, the anti-fraud 
  provisions thereof.
  
  	5.5 	Repurchase Offers and Redemptions.  On or before the date 
  of this Agreement, EOS has neither offered to repurchase or redeem nor 
  repurchased or redeemed any of its securities.  All repurchase and 
  redemption offers, repurchases and redemptions by EOS of any of its 
  securities have been duly and validly made in accordance with 
  applicable law.
  
  	5.6 	Subsidiaries and Investments.  EOS does not own, directly 
  or indirectly, any outstanding capital stock or equity interest in any 
  corporation, partnership, joint venture or other entity. 
  
  	5.7 	Validity of This Agreement.  The execution, delivery, and 
  performance by EOS of this Agreement and each of the Company Documents 
  and the consummation by EOS of the transactions contemplated by this 
  Agreement and each of the Company Documents, (a) have been duly 
  authorized and approved by all necessary corporate action on the part 
  of EOS, its officers, directors and shareholders, and (b) will not 
  violate any provision of law and will not conflict with, or result in a 
  breach of, any of the terms of, or constitute a default under, EOS's 
  Articles of Incorporation, Bylaws, or any Material Contract, judgment, 
  decree, order, or other restriction to which EOS is a party or by which 
  it or any of its properties is bound, and (c) will not result in the 
  creation of any mortgage, lien, charge or encumbrance upon any of the 
  properties or assets of EOS pursuant to the terms of its Articles of 
  Incorporation, Bylaws or any Material Contract, instrument, judgment, 
  decree or order applicable to it.
  
  	5.8 	Consents.  No consent, approval, or authorization of or 
  registration, qualification, designation, declaration, or filing with 
  any governmental authority on the part of EOS is required in connection 
  with the valid execution, delivery, or performance of this Agreement 
  and each of the Company Documents, or the consummation of any other 
  transaction contemplated in this Agreement and each of the Company 
  Documents.
  
  	5.9 	Material Contracts.  As of the date hereof:
  
  		5.9.1 	Each Material Contract is the valid and binding 
  obligation of EOS and each of the other contracting parties enforceable 
  in all material respects in accordance with its terms against the other 
  contracting parties (subject, as to enforcement of remedies, to 
  applicable bankruptcy, insolvency, moratorium, reorganization and 
  similar laws affecting creditors' rights generally and to general 
  equitable principles) and is in full force and effect; and all rights 
  of EOS thereunder are owned free and clear of any lien, claim or other 
  encumbrance;
  
  		5.9.2 	EOS has fulfilled all material obligations 
  required pursuant to each Material Contract to have been performed by 
  it prior to the date hereof, and EOS has no reason to believe that EOS 
  will not be able to fulfill, when due, all of its obligations under 
  each Material Contract which remain to be performed after the date 
  hereof;
  
  		5.9.3 	Neither EOS nor any other contracting party to 
  any Material Contract is now in material breach thereof or has breached 
  the same in any material respect within the 12-month period prior to 
  the date hereof; none of EOS and the Shareholders has any knowledge of 
  any anticipated material breach thereof by any such other contracting 
  party; and there is not now, nor has there been in the 12-month period 
  prior to the date hereof, any disagreements or disputes between EOS and 
  any other party to any Material Contract relating to the validity or 
  interpretation of such Material Contract or to the performance by any 
  party thereunder;
  
  		5.9.4 	EOS is not a party to, nor bound by, any 
  contract or other agreement, or any provision of its Articles of 
  Incorporation or Bylaws which (i) restricts the conduct of EOS' 
  business anywhere in the world or (ii) contains any unusual or 
  burdensome provisions which could reasonably be expected to have a 
  material adverse effect upon its condition (financial or otherwise), 
  assets, liabilities, business, operations or prospects; and
  
  		5.9.5 	EOS is not under any material liability or 
  obligation with respect to the return of inventory or products sold by 
  EOS which are in the possession of distributors, wholesalers, retailers 
  or customers.
  
  	5.10 	Litigation.  There are no actions, suits, arbitrations, 
  proceedings, or investigations pending, or to the best of the 
  Shareholders' knowledge, threatened in any court or before any 
  governmental agency or instrumentality against or affecting EOS or the 
  business, operations, financial condition, properties or assets of EOS.  
  There are no actions, suits, arbitrations, proceedings or 
  investigations pending, or, to the best of the Shareholders' knowledge, 
  threatened in any court or before any governmental agency or 
  instrumentality which would prevent the execution and delivery of this 
  Agreement or any of the Company Documents or the carrying out of any of 
  the transactions contemplated in this Agreement or any of the Company 
  Documents, or declare the same unlawful or cause the rescission 
  thereof.  Neither EOS nor any of its assets is subject to or in default 
  with respect to the provisions of any order, writ, injunction, judgment 
  or decree of any court or governmental agency or instrumentality. 
  
  	5.11 	Compliance with Other Instruments.  EOS is not, and no 
  facts exist on the basis of which, with the passage of time, the giving 
  of notice or both, would cause EOS to be, in violation of or in default 
  of any term of its Articles of Incorporation, Bylaws, or any Material 
  Contract, instrument, judgment, decree or order applicable to it.
  
  	5.12 	Compliance with Laws; Governmental Matters.  EOS has in all 
  material respects complied with, and is now in all material respects in 
  compliance with, all laws and orders applicable to EOS, and no material 
  capital expenditures will be required in order to insure continued 
  compliance therewith.  Section 5.12 of the Schedule of Exceptions sets 
  forth each business license and permit now held by EOS, together with 
  its date of expiration and a brief description of its material terms.  
  Except for the business licenses and permits already held by EOS as 
  disclosed in Section 5.12 of the Schedule of Exceptions, to the best of 
  the Shareholders' knowledge other franchise, license, permit, order or 
  approval of any governmental authority is material to or necessary for 
  the conduct of the business of EOS as previously conducted during the 
  12-month period prior to the date hereof, as presently conducted or as 
  proposed to be conducted.  Each license and permit is in full force and 
  effect; EOS is now and has at all times in the past been in all 
  material respects in full compliance with each thereof, no violations 
  are or have, since the date of the organization of EOS, been recorded 
  by any governmental authority in respect of any thereof, and no 
  proceeding is pending or, to the best of the Shareholders' knowledge, 
  threatened, to revoke, amend or limit any thereof.  There are no 
  pending or, to the best of the Shareholders' knowledge, threatened 
  proceedings by or before any governmental authority which involve new 
  special assessments, assessment districts, bonds, Taxes, condemnation 
  actions, laws or orders or similar matters which, if instituted, could 
  reasonably be expected to have a material adverse effect upon the 
  condition (financial or otherwise), assets, liabilities, business or 
  prospects of EOS.
  
  	5.13 	Articles and Bylaws.  Set forth in Exhibits H and I hereto, 
  respectively, are true, correct, and complete copies of EOS's Articles 
  of Incorporation, as amended to the date hereof, and Bylaws, as 
  presently in effect.
  
  	5.14 	Intellectual Property.  EOS has valid title to, ownership 
  of, or valid and outstanding licenses for all Intellectual Property 
  necessary for its business as now conducted and as proposed to be 
  conducted, and without any conflict with or infringement of the rights 
  of others.  Set forth in Exhibit J hereto is a true, correct and 
  complete list of all Intellectual Property now owned by EOS or used by 
  EOS in the conduct of its business.  None of the employees or officers 
  of EOS has any interest in any of the Intellectual Property used by EOS 
  in its business as now conducted and as proposed to be conducted which 
  are adverse to the interests of EOS therein.  There are no outstanding 
  options, licenses, or agreements of any kind relating to any of the 
  Intellectual Property, nor is EOS bound by or a party to any options, 
  licenses or agreements of any kind with respect to any of the 
  Intellectual Property of any other person or entity.  EOS has not 
  received any communication alleging, and, to the best of the 
  Shareholders' knowledge, there is no basis for any allegation, that EOS 
  has violated or, by conducting its business as proposed, would violate 
  any of the Intellectual Property rights of any other person or entity.  
  There is not now due and payable, nor is EOS a party to any license, 
  contract or other agreement pursuant to which EOS would be obligated to 
  pay, by reason of the ordinary course and conduct of its business as 
  presently conducted and as proposed to be conducted, any royalties, 
  honoraria, fees or other payments by reason of EOS's ownership, use, 
  license, sale or disposition of any of EOS's Intellectual Property.
  
  	5.15 	Financial Condition.
  
  		5.15.1 	Financial Statements.  Except as disclosed 
  therein, the Financial Statements (a) were prepared in accordance with 
  the books and records of EOS; (b) were prepared in accordance with 
  generally accepted accounting principles consistently applied; (c) 
  fairly present EOS's financial condition and the results of its 
  operations as of the relevant dates thereof and for the periods covered 
  thereby; (d) contain and reflect all necessary adjustments and accruals 
  for a fair presentation of EOS's financial condition and the results of 
  its operations for the periods covered by said Financial Statements; 
  (e) contain and reflect adequate provisions for all reasonably 
  anticipated liabilities for all Taxes with respect to the period then 
  ended and all prior periods; and (f) with respect to contracts and 
  commitments for the sale of goods or the provision of services by EOS, 
  contain and reflect adequate reserves for all reasonably anticipated 
  material losses and all reasonably anticipated costs and expenses in 
  excess of expected receipts.
  
  		5.15.2 	No Undisclosed Liabilities.  Except for (a) 
  those liabilities specifically reflected or reserved against on the 
  Balance Sheet, (b) those current liabilities for trade or business 
  obligations incurred since September 30, 1997 in connection with the 
  purchase, lease or license of equipment, goods or services, including, 
  but not limited to, payments of salary, compensation and other benefits 
  to or on behalf of the employees of, and consultants to, EOS, in the 
  ordinary course of EOS's business and consistent with past practices 
  (none of which is, individually or in the aggregate, material and none 
  of which is for breach of contract, breach of warranty, tort or 
  infringement), (c) those liabilities arising under any Material 
  Contract (none of which liabilities is for breach of contract, breach 
  of warranty, tort or infringement) or (d) those liabilities otherwise 
  disclosed in Section 5.15 of the Schedule of Exceptions (none of which 
  liabilities is for breach of contract, breach of warranty, tort or 
  infringement), EOS does not have, any direct or indirect indebtedness, 
  liabilities, claims, losses, damages, deficiencies, obligations or 
  responsibilities, known or unknown, liquidated or unliquidated, 
  accrued, absolute, contingent or otherwise, and whether or not of a 
  kind required by generally accepted accounting principles to be set 
  forth on a financial statement, which individually or in the aggregate 
  are material to the condition (financial or otherwise), assets, 
  liabilities, business, operations or prospects of EOS.
  
  	5.16 	Absence of Certain Changes.  Since the September 30, 1997 
  EOS has conducted its business only in the ordinary course consistent 
  with past practices and has not:
  
  		5.16.1 	suffered any change, event or condition which, 
  in any case or in the aggregate, has had or could reasonably be 
  expected to have a material adverse effect upon EOS's condition 
  (financial or otherwise), assets, liabilities, business, operations or 
  prospects, or EOS's ability to consummate the transactions contemplated 
  herein;
  
  		5.16.2 	suffered any destruction, damage to or loss of 
  any asset (whether or not covered by insurance) which could reasonably 
  be expected to have a material adverse effect upon the condition 
  (financial or otherwise), assets, liabilities, business, operations or 
  prospects of EOS, the value or utility of its assets or EOS's ability 
  to consummate the transactions contemplated herein;
  
  		5.16.3 	incurred any obligation or liability or taken 
  property subject to any liability, whether absolute, accrued, 
  contingent or otherwise and whether due or to become due, except 
  current liabilities for trade or business obligations incurred since 
  September 30, 1997 in connection with the purchase of goods or services 
  in the ordinary course business and consistent with prior practices, 
  none of which liabilities, in any event, involved a potential liability 
  of EOS in excess of $20,000, individually, or $50,000, in the 
  aggregate;
  
  		5.16.4 	mortgaged, pledged or subjected to any lien or 
  other encumbrance any of its property or assets, tangible or 
  intangible;
  
  		5.16.5 	sold, transferred, leased or licensed to others 
  or otherwise disposed of any of its assets, tangible or intangible, 
  except for inventory and services sold, transferred, leased, licensed 
  or otherwise disposed of, in the ordinary course of business consistent 
  with past practices or immaterial amounts of other tangible personal 
  property not required by the business;
  
  		5.16.6 	amended or terminated any Material Contract or 
  any license or permit or received any notice of termination of any of 
  the same;
  
  		5.16.7 	declared or made any payment of dividends or 
  other distribution to its shareholders or upon or in respect of any 
  shares of its capital stock, or purchased, retired or redeemed, or 
  obligated itself to purchase, retire or redeem, any of its shares of 
  capital stock or other securities;
  
  		5.16.8 	encountered any labor union organizing 
  activity, suffered any actual or threatened employee strikes, work 
  stoppages, slow-downs or lock-outs, or any material change in its 
  relations with its employees, agents, customers or suppliers or 
  suffered any actual or threatened wrongful discharge or other unlawful 
  labor practice action or proceeding;
  
  		5.16.9 	made any change in the rate of compensation, 
  commission, bonus or other direct or indirect remuneration payable, or 
  paid or agreed or orally promised to pay, conditionally or otherwise, 
  any bonus, extra compensation, pension or severance or vacation pay, to 
  any shareholder, director, officer, employee, salesman, distributor or 
  agent of EOS;
  
  		5.16.10 	changed its accounting methods or practices 
  (including, without limitation, any change in depreciation or 
  amortization policies or rates) or revalued any of its assets;
  
  		5.16.11 	entered into any transaction, contract or 
  commitment other than in the ordinary course of business and consistent 
  with prior practices; or
  
  		5.16.12 	entered into any agreement or made any 
  commitment to take any of the types of action described in paragraphs 
  5.16.1 through 5.16.2 above.
  
  	5.17 	Title to Properties.  EOS has good and valid title to all 
  its property and assets, and the same are not subject to any liens, 
  security interests, restrictions or encumbrances except such liens, 
  security interests, restrictions or encumbrances which arise in the 
  ordinary course of EOS's business and do not materially impair, either 
  individually or collectively, ownership or use of such property or 
  assets. With respect to the property and assets which it leases or 
  licenses, EOS is in compliance in all material respects with such 
  leases and licenses and EOS holds a valid leasehold or license 
  interest, as appropriate, free and clear of any liens, security 
  interests, restrictions or encumbrances.  Each of the fixed assets of 
  EOS which is used in the current conduct of EOS's business is in good 
  operating and usable condition and repair.
  
  	5.18 	Indebtedness.  Set forth in Exhibit K hereto is a true, 
  correct and complete list of all agreements, documents and other 
  arrangements under or pursuant to which EOS has any outstanding 
  indebtedness for borrowed money.  EOS is not in default in any material 
  respect under any of such agreements, documents or other arrangements, 
  and, to the best of the Shareholders' knowledge, no facts exist on the 
  basis of which, with the giving of notice, the passage of time or both, 
  EOS would be in default in any material respect under any such 
  agreements, documents or arrangements.
  
  	5.19 	Pension Reform Act of 1974.  EOS does not have any employee 
  benefit plans subject to the provisions of the Employee Retirement 
  Income Security Act of 1974, as amended.
  
  	5.20 	Tax Matters.
  
  		5.20.1 	Within the times and in the manner prescribed 
  by law, EOS has filed all tax returns which EOS is required to file, 
  has paid or provided for all Taxes shown thereon to be due and owing by 
  it and has paid or provided for all deficiencies or other assessments 
  of Taxes, interest or penalties owed by it; no taxing authority has 
  asserted, or will successfully assert, any claim for the assessment of 
  any additional Taxes of any nature with respect to any periods covered 
  by any such tax returns; all Taxes which are required to be withheld or 
  collected by EOS have been duly withheld or collected and, to the 
  extent required, have been paid to the proper taxing authority or 
  properly segregated or deposited as required by law.
  
  		5.20.2 	Each Tax Return filed by EOS fully and 
  accurately reflects its liability for Taxes for such year or period and 
  accurately sets forth all items (to the extent required to be included 
  or reflected in such returns) relevant to its future liabilities for 
  Taxes, including the tax bases of its properties and assets.  The 
  provisions for Taxes payable reflected in the Financial Statements are 
  fully adequate and correct.
  
  		5.20.3 	No audit of any Tax Return of EOS is in 
  progress or, to the best of EOS's and the Shareholders' knowledge, 
  threatened.
  
  		5.20.4 	No extensions of time with respect to any date 
  on which any Tax Return was or is to be filed by EOS is in force.
  
  		5.20.5 	EOS has not waived or extended any applicable 
  statute of limitations relating to the assessment of any Taxes.
  
  		5.20.6 	No issues have been raised with EOS by any 
  taxing authority which are currently pending in connection with any Tax 
  Returns.  No material issues have been raised in any examination by any 
  taxing authority with respect to EOS which, by application of similar 
  principles, reasonably could be expected to result in a proposed 
  deficiency for any other period not so examined.  There are no 
  unresolved issues or unpaid deficiencies relating to any such 
  examination.
  
  		5.20.7 	EOS has not filed a consent pursuant to Section 
  341(f) of the Code nor has EOS agreed to have Section 341(f)(2) of the 
  Code applied to any disposition of a Subsection (f) asset (as such term 
  is defined in Section 341(f)(4) of the Code).
  
  	5.21 	Environmental Matters.  EOS has not received any notice 
  from any governmental or administrative agency informing it of any 
  violation of any environmental laws by EOS, nor has EOS received any 
  notification of any pending investigation or administrative proceeding 
  questioning EOS's compliance with any environmental laws.  None of the 
  Shareholders or EOS is aware of any past or present violation by EOS of 
  any environmental laws or of the pendency or threat of commencement of 
  any investigation or administrative proceeding questioning EOS's 
  compliance with any environmental laws.  As used in this Section, the 
  term "environmental laws" means any and all federal, state or local 
  laws, ordinances, rules, decrees, orders, regulations relating to any 
  or all of the protection of the environment, hazardous substances, 
  hazardous materials, hazardous wastes, toxic substances and 
  environmental conditions, soil and ground water conditions or other 
  similar substances or conditions on, under or about any property owned, 
  leased or operated by EOS, soil and ground water conditions or other 
  similar substances or conditions.
  
  	5.22 	Brokers.  No person or entity is entitled to any brokerage 
  commission, finder's fee, or like payment from EOS or any Shareholder 
  in connection with the transactions contemplated by this Agreement or 
  any of the Company Documents.
  
  	5.23 	Powers of Attorney and Suretyships.  EOS has no general or 
  special powers of attorney outstanding (whether as grantor or grantee 
  thereof) or any obligation or liability (whether actual, accrued, 
  accruing, contingent or otherwise) as guarantor, surety, co-signer, 
  endorser, comaker, indemnitor or otherwise in respect of the obligation 
  of any person.
  
  	5.24 	Certain Transactions.  All purchases and sales or other 
  transactions, if any, between EOS, on the one hand, and any officer, 
  director, shareholder or key employee or affiliate thereof, on the 
  other hand, since the date of the organization of EOS and through the 
  date hereof have been made on the basis of prevailing market rates and 
  terms such that from the perspective of EOS, all such transactions have 
  been made on terms no less favorable than those which would have been 
  available from unrelated third parties.
  
  	5.25 	Suppliers and Customers.  Set forth in Section 5.25 of the 
  Schedule of Exceptions is a correct and current list of all customers 
  of EOS who purchased more than $10,000 of products or services from EOS 
  during EOS's last full fiscal year, together with summaries of the 
  sales made to each such customer during EOS's last full fiscal year.  
  No single supplier or customer of EOS is of material importance to EOS.
  
  	5.26 	Compliance With Labor Laws and Agreements.  Section 5.26 of 
  the Schedule of Exceptions sets forth a true and current list of all of 
  the labor and employment agreements to which EOS is a party and which 
  are now in effect.  EOS has complied in all material respects with all 
  such labor and employment agreements and all Applicable Laws and orders 
  relating to the employment of labor.  No present or former employee, 
  officer or director of EOS has, or will have at the Closing Date, any 
  claim against EOS for any matter.
  
  	5.27 	Prior Registration Rights.  Except as provided in the 
  Registration Rights Agreement, EOS is not under any contractual 
  obligation to register under the Securities Act any of its presently 
  outstanding securities or any securities which may hereafter be issued.
  
  	5.28 	Transactions with Shareholders, Directors, Officers, and 
  Partners.  Section 5.28 of the Schedule of Exceptions fully and 
  accurately discloses all existing contracts, commitments, payables, 
  promissory notes, receivables, and other transactions and commitments 
  by and between EOS and any of the shareholders, directors, officers, or 
  employees of EOS.
  
  	5.29 	Interest in Competitors.  None of the officers, directors 
  or shareholders of EOS has a significant financial, equity or 
  managerial interest in any person or entity which presently is a 
  competitor or customer of EOS.  For purposes of this SectionE, an 
  equity interest of less than three percent (3%) and a financial 
  interest requiring payments of less than $20,000 per year shall not be 
  considered a significant interest.
  
  	5.30 	Accounts Receivable.  All accounts receivable of EOS as of 
  the date of the Unaudited Balance Sheet and all accounts receivable of 
  EOS created after such date arose from valid sales in the ordinary 
  course of EOS's business.  Except to the extent reserved against on the 
  Unaudited Balance Sheet, all such accounts receivable are collectible 
  by EOS in ordinary course and conduct of its business, assuming the 
  exercise of due diligence in their collection and reasonable service 
  and support to their respective customers.
  
  	5.31	Insurance.  Section 5.31 of the Schedule of Exceptions 
  contains a list of every policy of fire, liability or other form of 
  insurance held by or applicable to EOS, and such policies are in full 
  force and effect and will not terminate as to EOS upon the sale of EOS 
  Shares and EOS Common Stock.  Such insurance policies are adequate and 
  customary for the conduct of the business of EOS.
  
  	5.32 	Full Disclosure.  All documents and other papers delivered 
  to ET by or on behalf of EOS in connection with this Agreement and the 
  Company Documents and the transactions contemplated herein and therein 
  are accurate, complete and authentic.  Furthermore, the information 
  furnished to ET by or on behalf of the Shareholders with respect to EOS 
  in connection with this Agreement and the Company Documents and the 
  transactions contemplated herein and therein does not contain any 
  untrue statement of a material fact and does not omit to state any 
  material fact necessary to make the statements made, in the context in 
  which they are made, not false or misleading.  There is no fact which 
  EOS has not disclosed to ET in writing which could reasonably be 
  expected to have a material adverse effect upon the condition 
  (financial or otherwise), assets, liabilities, business, operations, 
  properties or prospects of EOS.
  
  6.	Representations and Warranties of Shareholders.  As a material 
  inducement for ET to enter into and perform its obligations under this 
  Agreement, each of the Shareholders severally represents and warrants 
  to ET that all of the following are true and correct.
  
  	6.1	Authorization.  This Agreement and each of the Company 
  Documents to which the Shareholder is a party constitute, or upon 
  execution and delivery will constitute, valid and legally binding 
  obligations of such Shareholder and are, or will be, enforceable 
  against such Shareholder in accordance with their terms, except as 
  limited by applicable bankruptcy, insolvency, reorganization, 
  moratorium or other laws of general application relating to creditors' 
  rights or by the application of equitable principles when equitable 
  remedies are sought.
  
  	6.2	No Violation.  Neither the execution and delivery of this 
  Agreement and the Company Documents to which the Shareholder is a party 
  nor the consummation of the transactions contemplated hereby and 
  thereby, nor compliance by such Shareholder with any of the provisions 
  hereof or thereof, does or will violate, or conflict with, or result in 
  a breach of any provisions of, or constitute a default (or an event 
  which, with notice or lapse of time or both, would constitute a 
  default) under, or result in the creation of any lien, security 
  interest, charge or encumbrance upon any of the EOS Shares owned by 
  such Shareholder, under any of the terms, conditions or provisions of 
  any note, bond, mortgage, indenture, deed of trust, license, agreement, 
  lease or other instrument or obligation to which such Shareholder is a 
  party, or by which such Shareholder may be bound or affected.
  
  	6.3 	Consents.  No consent, approval, or authorization of or 
  registration, qualification, designation, declaration, or filing with 
  any governmental authority on the part of the Shareholder is required 
  in connection with his valid execution, delivery, or performance of 
  this Agreement and each of the Company Documents, or the consummation 
  of any other transaction contemplated herein or therein.
  
  	6.4 	Litigation.  There are no actions, suits, arbitrations, 
  proceedings or investigations pending, or, to the best of the 
  Shareholder's knowledge, threatened in any court or before any 
  governmental agency or instrumentality which would prevent the 
  Shareholder's execution and delivery of this Agreement or any of the 
  Company Documents or his carrying out of any of the transactions 
  contemplated herein or therein, or declare the same unlawful or cause 
  the rescission thereof.
  
  	6.5	Stock Ownership.  Such Shareholder (a)Eowns beneficially 
  and of record and has good and marketable title to such Shareholder's 
  shares of EOS Shares free and clear of all liens, charges, claims, 
  pledges and encumbrances whatsoever; (b)Ehas full right, power and 
  authority to enter into this Agreement and the Company Documents to 
  which the Shareholder is a party and to sell, assign, transfer and 
  deliver such Shareholder's shares of EOS Shares hereunder, free and 
  clear of all liens, charges, claims, pledges and encumbrances 
  whatsoever; and (c)Eupon delivery by ET to such Shareholder of its or 
  his proportionate share of the ET Shares in respect of the EOS Shares 
  owned by such Shareholder, ET will acquire good and marketable title to 
  such EOS shares, thereto, free and clear of all liens, charges, claims, 
  pledges and encumbrances whatsoever.
  
  	6.6 	Investment Intent.  Such Shareholder is acquiring the ET 
  Shares for investment, for his own account, and not as a nominee or 
  agent, and not with a view to the resale or distribution of any part 
  thereof, and he has no present intention of selling, granting any 
  participation in or otherwise distributing the ET Shares.  He does not 
  have any contract, undertaking, agreement or arrangement with any 
  person to sell, transfer or grant any participation to such person, or 
  to any third person, in or with respect to any of the ET Shares.
  
  	6.7 	No Distribution of ET Shares.  Such Shareholder understands 
  that the ET Shares will not be registered under the Securities Act in 
  reliance on the so-called "private offering" exemption provided by 
  Section 4(2) thereof; that the ET Shares will, therefore, constitute 
  "restricted securities" within the meaning of the Securities Act and 
  the rules and regulations thereunder, including Rule 144; and that the 
  certificates representing the ET Shares will bear the following 
  restrictive legend:
  
  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THESE 
  SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR 
  IN CONNECTION WITH, THE SALE, DISTRIBUTION OR RESALE THEREOF, AND MAY 
  NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH 
  SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR PURSUANT TO RULE 
  144 UNDER THE ACT OR AN OPINION OF COUNSEL, SKILLED IN SECURITIES 
  MATTERS AND SATISFACTORY TO THE ISSUER, THAT REGISTRATION IS NOT 
  REQUIRED UNDER SUCH ACT."
  
  	6.8 	Disclosure of Information.
  
  		6.8.1 	Documents Received.	Such Shareholder has 
  received from ET a copy of the following documents:
  
  			A.	ET's Annual Report on Form 10-KSB for the 
  fiscal year ended September 30, 1996;
  
  			B.	ET's Quarterly Reports on Form 10-QSB for the 
  fiscal quarters ended December 31, 1996, March 31, 1997 and June 30, 
  1997; and
  
  			C.	Each Current Report on Form 8-K filed by ET 
  since September 30, 1996.
  
  		6.8.2     Review.	Such Shareholder has reviewed each of the 
  foregoing documents and reports, has had an opportunity to ask 
  questions and receive answers from ET and its officers and directors 
  regarding such reports and the information therein and has received all 
  additional information which he considers necessary or appropriate for 
  deciding whether or not to enter into this Agreement and to consummate 
  the transactions contemplated hereby.
  
  	6.9 	Tax Advice.  Such Shareholder has sought and received 
  independent professional advice concerning the treatment of the 
  transactions contemplated by this Agreement under the Code, the rules 
  and regulations thereunder, and the income tax laws of any other 
  applicable taxing jurisdictions, and that he is not relying upon any 
  representation, warranty or other statement made by ET, its counsel or 
  anyone acting on behalf of ET with respect to such treatment or the 
  structuring of the transfer of the EOS Shares under this Agreement as 
  assuring any particular result or treatment under the Code, such rules 
  and regulations, or the income tax laws of any other taxing 
  jurisdiction.
  
  7.	ET'S Representations and Warranties.  ET hereby represents and 
  warrants to each Shareholder as follows.
  
  	7.1 	Organization and Good Standing.  ET is a corporation duly 
  organized, validly existing and in good standing under the laws of its 
  jurisdiction of incorporation and is duly qualified or licensed to do 
  business as a foreign corporation and is in good standing in every 
  jurisdiction in which the nature of its business or the location of its 
  properties requires such qualification or licensing, except for such 
  jurisdictions where the failure to so qualify or be so licensed would 
  not have a material adverse effect upon the condition (financial or 
  otherwise), assets, liabilities, business, operations or prospects of 
  ET, or ET's ability to perform fully its obligations under this 
  Agreement and the Company Documents.
  
  	7.2 	Authority to Execute and Perform Agreements.  ET has all 
  requisite corporate power, authority and approvals required to enter 
  into, execute and deliver this Agreement and all of the Company 
  Documents and to perform fully ET's obligations hereunder and 
  thereunder.
  
  	7.3 	Due Authorization: Enforceability.  ET has taken all 
  actions necessary to authorize it to enter into and perform fully its 
  obligations under this Agreement and all of the Company Documents and 
  to consummate the transactions contemplated herein and therein.  This 
  Agreement and the Company Documents, or upon execution and delivery 
  will be, are the legal, valid and binding obligations of ET, 
  enforceable in accordance with their respective terms, subject, as to 
  enforcement of remedies, to applicable bankruptcy, insolvency, 
  moratorium, reorganization and similar laws affecting creditors' rights 
  generally and to general equitable principles.
  
  	7.4	Issuance of Shares.  The offer, issuance, and sale of the 
  ET Shares pursuant to this Agreement are, and at the time of issuance 
  thereof, will be, exempt from the registration and prospectus delivery 
  requirements of the Securities Act and the qualification requirements 
  of applicable state securities laws.
  
  	7.5	Articles and Bylaws.  The copies of the Articles of 
  Incorporation and By-Laws of ET delivered to the Shareholders on or 
  before the Closing Date are, and on the Closing Date will be, true and 
  complete and are, and on the Closing Date will be, as in effect on the 
  date hereof.
  
  	7.6	No Conflict.  Neither the execution and delivery of this 
  Agreement and the Company Documents nor the consummation of the 
  transactions contemplated hereby or thereby, nor compliance by ET with 
  any of the provisions hereof or thereof, will:
  
  		7.6.1	violate, or conflict with, or result in a breach of 
  any provisions of, or constitute a default (or an event which, with 
  notice or lapse of time or both, would constitute a default) under, any 
  of the terms, conditions or provisions of the Articles of Incorporation 
  or By-Laws of ET, or any note, bond, mortgage, indenture, deed of 
  trust, license, agreement or other instrument or obligation to which it 
  is a party, or by which it or any of its properties or assets may be 
  bound or affected; or
  
  		7.6.2	violate any order, writ, injunction or decree, or any 
  statute, rule or regulation applicable to ET or any of its properties 
  or assets.
  
  	7.7	Necessary Permits.  Prior to the Closing Date, ET will have 
  obtained any and all permits, approvals and consents (or appropriate 
  waivers thereof) of agencies of any jurisdiction and of any other 
  governmental body or agency which counsel for the Shareholders and ET 
  may reasonably deem necessary or appropriate in order to ensure that 
  consummation of the transactions contemplated by this Agreement will be 
  in compliance with all applicable laws, rules, regulations, orders and 
  directives of such jurisdictions, bodies and agencies.
  
  	7.8	Investment Intent.  ET is acquiring the EOS Shares 
  hereunder and under the Short-Form Agreements for investment for its 
  own account and not with a view to the sale or distribution of any part 
  thereof and that it has no present intention of selling, granting 
  participation in, or otherwise distributing the same.
  
  	7.9	Financial Statements and Reports.
  
  		7.9.1 	ET has filed with the Commission and has 
  heretofore made available to the Shareholders true and complete copies 
  of all forms, reports, Securities, statements and other documents 
  required to be filed by it since January 1, 1996 under the Exchange Act 
  or the Securities Act (as such documents have been amended since the 
  time of their filing to the date hereof, collectively the "ET SEC 
  Filings").  The ET SEC Filings, including without limitation any 
  financial statements included therein, at the time filed, complied in 
  all material respects with the applicable requirements of the Exchange 
  Act and the Securities Act, and the applicable rules and regulations of 
  the Commission thereunder.  The financial statements, contained in the 
  ET SEC Filings are in accordance with the respective books and records 
  of ET and its consolidated subsidiaries, have been prepared in 
  accordance with generally accepted accounting principles ("U.S. GAAP") 
  consistently applied throughout the periods involved, except as 
  otherwise indicated therein, and present fairly (subject, in the case 
  of unaudited statements, to normal recurring audit adjustments) the 
  consolidated financial position of ET and its consolidated subsidiaries 
  as of the respective dates, and the consolidated results of operations 
  and retained earnings and cash flows of ET and its consolidated 
  subsidiaries for the respective periods indicated thereby.
  
  		7.9.2 	Except as and to the extent set forth in ET's 
  Annual Report on Form 10-K for the period ended September 30, 1996, 
  (the "1996 10-K"), as of September 30, 1996, neither ET nor any of its 
  consolidated subsidiaries had any known liabilities of any nature, 
  whether accrued, absolute, contingent or otherwise, and whether due or 
  to become due, which would be required by U.S. GAAP to be reflected in 
  a consolidated balance sheet of ET and its consolidated subsidiaries 
  (including the notes thereto).
  
  		7.9.3 	Since September 30, 1996, except as disclosed 
  in the ET SEC Filings, there has not occurred any material adverse 
  change in the financial condition or operations of the business of ET 
  and its consolidated subsidiaries considered as a whole.
  
  		7.9.4 	No statement contained in any of the ET SEC 
  Filings, as of the date of such ET SEC Filing, contained any untrue 
  statement of a material fact, or omitted or will omit to state a 
  material fact necessary to make the statements contained therein not 
  misleading in light of the circumstances in which such statements were 
  or will be made.
  
  	7.10 	Compliance with Laws; Legal Proceedings.
  
  		7.10.1	To the best of ET's knowledge and except as 
  disclosed in the ET SEC Filings, neither ET nor any of its subsidiaries 
  is in violation of any applicable foreign, federal, state or local law, 
  statute, rule, regulation, ordinance, order, injunction, decree, or 
  other requirement or judgment entered by any foreign, federal, state or 
  local court or governmental authority relating to or affecting the 
  operation, conduct or ownership of the property or business of ET or 
  any of its subsidiaries, which violation would have a materially 
  adverse effect on the financial condition, assets, business or 
  properties of ET and its subsidiaries considered as a whole.
  
  		7.10.2 	Except as disclosed in the ET SEC Filings or 
  provided for in the financial statements (including the notes thereto) 
  contained in the ET SEC Filings, there is no order, injunction or 
  decree outstanding, and no legal, administrative, arbitration or other 
  proceeding or governmental investigation pending, or, to the best 
  knowledge of ET, any claims against or relating to ET or to any of its 
  subsidiaries or their respective assets or businesses, which would, 
  individually or in the aggregate, have a material adverse effect on the 
  financial condition or business of ET and its subsidiaries considered 
  as a whole.
  
  8.	Indemnification.
  
  	8.1 	Indemnification by Shareholders.  Each of the Shareholders 
  jointly and severally, on the basis hereinafter set forth, shall 
  indemnify, defend and hold harmless ET and each of its shareholders, 
  directors, officers, employees, agents, attorneys and representatives, 
  from and against any and all losses which may be incurred or suffered 
  by any such party and which may arise out of or result from the breach 
  or inaccuracy of any representation, warranty, covenant or agreement of 
  any of the Shareholders contained in this Agreement or in any of the 
  Company Documents; provided that each Shareholder's indemnification 
  obligation with respect to breach or inaccuracy of any representation 
  in Section 6 of this Agreement shall be a separate obligation and not a 
  joint and several obligation.  To the extent such breach or inaccuracy 
  of any representation, warranty, covenant or agreement results in 
  losses to which EOS would not have been subjected had the state of 
  facts been as represented or warranted or had the covenant or agreement 
  been performed, ET as the direct or indirect owner of EOS shall also be 
  deemed to have been damaged to the extent of ET's proportionate 
  interest in such losses, determined on the basis of ET's percentage 
  stock interest in EOS, despite the fact that EOS may have been 
  subjected to such losses absent the consummation of the transactions 
  contemplated by this Agreement.
  
  	8.2 	Indemnification by ET.   ET shall indemnify, defend and 
  hold harmless each of the Shareholders and each of their respective 
  affiliates, assigns and successors in interest, agents, attorneys and 
  representatives, from and against any and all losses which may be 
  incurred or suffered by any such party and which may arise out of or 
  result from the breach or inaccuracy of any representation, warranty, 
  covenant or agreement of ET contained in this Agreement or in any of 
  the Company Documents.
  
  	8.3 	Notice to Indemnifying Party.  If any party (the 
  "Indemnified Party") receives notice of any claim or other commencement 
  of any action or proceeding with respect to which any other party (or 
  parties) (the "Indemnifying Party") is obligated to provide 
  indemnification pursuant to Section  or Section  hereof or pursuant to 
  any other specific indemnification covenant contained in this 
  Agreement, the Indemnified Party shall promptly give the Indemnifying 
  Party written notice thereof which notice shall specify, if known, the 
  amount or an estimate of the amount of the liability arising therefrom.  
  The timely delivery of any such notice shall not be a condition 
  precedent to any liability of the Indemnifying Party for 
  indemnification hereunder, unless the delay or untimely delivery of any 
  such notice is materially prejudicial to the right or ability of the 
  Indemnifying Party to defend against the claim, action or proceeding 
  which is the subject of the notice.  The Indemnified Party shall not 
  settle or compromise any claim by a third party for which it is 
  entitled to indemnification hereunder without the prior written consent 
  of the Indemnifying Party (which consent shall not be unreasonably 
  withheld or delayed) unless suit shall have been instituted against it 
  and the Indemnifying Party shall not have taken control of such suit 
  after notification thereof as provided in Section .
  
  	8.4 	Defense by Indemnifying Party. In connection with any claim 
  giving rise to indemnity hereunder resulting from or arising out of any 
  claim or legal proceeding by a person who is not a party to this 
  Agreement, the Indemnifying Party at its sole cost and expense may, 
  upon written notice to the Indemnified Party delivered within 15 days 
  after receipt by the Indemnifying Party of a notice for a claim for 
  indemnification, assume the defense of any such claim or legal 
  proceeding using counsel of its choice (subject to the approval of the 
  Indemnified Party, which approval shall not be unreasonably withheld or 
  delayed) if it acknowledges to the Indemnified Party in writing its 
  obligations to indemnify the Indemnified Party with respect to all 
  elements of such claim. The Indemnified Party shall be entitled to 
  participate in (but not control) the defense of any such action, with 
  its counsel and at its own expense; provided, however, that if the 
  Indemnified Party reasonably determines that there exists a conflict of 
  interest between the Indemnifying Party (or any constituent party 
  thereof) and the Indemnified Party, the Indemnified Party (or any 
  constituent party thereof) shall have the right to engage separate 
  counsel, the reasonable costs and expenses of which shall be paid by 
  the Indemnifying Party, but in no event shall the Indemnifying Party be 
  liable for (a) the costs and expenses of more than one such separate 
  counsel or (b) the costs and expenses of any such separate counsel 
  which are incurred prior to the date on which the Indemnified Party 
  delivers to the Indemnifying Party written notice of the engagement of 
  such separate counsel.  If the Indemnifying Party does not assume the 
  defense of any such claim or litigation resulting therefrom, the 
  Indemnified Party may defend against such claim or litigation, after 
  giving notice of the same to the Indemnifying Party, on such terms as 
  the Indemnified Party may deem appropriate, and the Indemnifying Party 
  shall be entitled to participate in (but not control) the defense of 
  such action, with its counsel and at its own expense. If the 
  Indemnifying Party thereafter seeks to question the manner in which the 
  Indemnified Party defended such third-party claim or the amount or 
  nature of any such settlement, the Indemnifying Party shall have the 
  burden to prove by a preponderance of the evidence that the Indemnified 
  Party did not defend or settle such third-party claim in a reasonably 
  prudent manner.
  
  	8.5 	Survival of Representations and Covenants of the 
  Shareholders.
  
  		8.5.1 	Section 5 Representations.  Notwithstanding any 
  right of ET to investigate the affairs of EOS and notwithstanding ET's 
  knowledge of facts determined or determinable by ET pursuant to such 
  investigation or right of investigation, ET shall have the right to 
  rely fully upon the representations, warranties, covenants and 
  agreements of each of the Shareholders contained in this Agreement or 
  in any Company Documents.  With the sole exception of those 
  representations set forth in Section  hereof and those covenants which 
  are to be performed after the Closing (which shall survive until three 
  (3) years after the date for the performance of such covenant), each 
  representation, warranty, covenant and agreement of each of the 
  Shareholders contained herein shall survive the execution and delivery 
  of this Agreement and the Closing and shall thereafter terminate and 
  expire on the third (3rd) anniversary of the Closing Date.  No claim or 
  action for indemnity pursuant to Section  hereof for breach or 
  inaccuracy of any such representation, warranty, covenant and agreement 
  of any of the Shareholders shall be asserted or maintained by ET after 
  the expiration of such representation, warranty, covenant and agreement 
  pursuant to the preceding sentence except for claims made in writing 
  prior to such expiration and actions (whether instituted before or 
  after such expiration) based on any claim made in writing prior to such 
  expiration.
  
  		8.5.2 	Section 6 Representations.  Notwithstanding any 
  right of ET to investigate the affairs of EOS and notwithstanding ET's 
  knowledge of facts determined or determinable by ET pursuant to such 
  investigation or right of investigation, ET shall have the right to 
  rely fully upon the representations, warranties, covenants and 
  agreements of each of the Shareholders contained in this Agreement or 
  in any Company Documents.  Each representation of each of the 
  Shareholders contained in Section  hereof shall survive the execution 
  and delivery of this Agreement and the Closing and shall survive until 
  a claim thereon is barred by the applicable statute of limitations.  No 
  claim or action for indemnity pursuant to Section  hereof for breach or 
  inaccuracy of any such representation shall be asserted or maintained 
  by ET after the expiration of such representation pursuant to the 
  preceding sentence except for claims made in writing prior to such 
  expiration and actions (whether instituted before or after such 
  expiration) based on any claim made in writing prior to such 
  expiration.
  
  	8.6 	Survival of Representations and Covenants of ET.	Each 
  representation, warranty, covenant and agreement of ET contained herein 
  shall survive the execution and delivery of this Agreement and the 
  Closing and thereafter shall terminate and expire on the third (3rd) 
  anniversary of the Closing Date.  No claim or action for indemnity 
  pursuant to Section  hereof for breach of any representation, warranty, 
  covenant and agreement of ET shall be asserted or maintained by any 
  Shareholder after the expiration of such representation, warranty, 
  covenant and agreement pursuant to the preceding sentence except for 
  claims made in writing prior to such expiration and actions (whether 
  instituted before or after such expiration) based on any claim made in 
  writing prior to such expiration.
  
  	8.7 	Satisfaction.  Notwithstanding anything in this Agreement 
  to the contrary, each Shareholder may satisfy his indemnification 
  obligation under Section  by surrendering to ET a number of shares of 
  ET Common Stock having a fair market value at the time of surrender 
  equal to the amount of the claim for which ET is entitled to 
  indemnification.  For purposes of this Section, the fair market value 
  of the ET Common Stock at any time shall be the average of the closing 
  price, if any, or bid price, if there is no closing price, as reported 
  on the principal exchange or quotation service on which the ET Common 
  Stock is reported, over the twenty (20) trading days immediately 
  preceding the date on which the Shareholder delivers to ET notice that 
  he intends to satisfy his indemnification obligation through the 
  surrender of shares of ET Common Stock.  If the ET Common Stock is not 
  then listed on an exchange or quotation service, the fair market value 
  of the ET Common Stock shall be determined by appraisal by three 
  appraisers, one of whom is selected by the Shareholder(s), one of whom 
  is selected by ET and one of whom is selected by the other two 
  appraisers, and the fair market value shall be the average of the 
  values determined by the three appraisers.
  
  	8.8 	Limitation.	Notwithstanding anything in this Agreement to 
  the contrary, each Shareholder's indemnification obligation with 
  respect to any claim under this Agreement, other than the breach or 
  inaccuracy of any representation or warranty contained in Section  
  hereof, shall be subject to the following limitations.
  
  		8.8.1 	The amount that a Shareholder shall be 
  obligated to pay with respect to a claim made on or before the first 
  anniversary of the Closing Date shall not exceed the sum of (a) the 
  surrender of all ET Shares then held by the Shareholder, and (b) the 
  cash amount equal to the sum of (i) the gross proceeds realized by the 
  Shareholder from the sale or other transfer for value of any of the ET 
  Shares prior to the date of the Shareholder's satisfaction of the 
  indemnification obligation, and (ii) the fair market value of any ET 
  Shares, as determined under Section  hereof as of the date of the 
  Shareholder's satisfaction of the indemnification obligation, which the 
  Shareholder transferred other than for value prior to the date of 
  satisfaction of the indemnification obligation other than for value.
  
  		8.8.2 	The amount that a Shareholder shall be 
  obligated to pay with respect to a claim made after the first 
  anniversary of the Closing Date and on or before the second anniversary 
  of the Closing Date shall not exceed the sum of (a) the surrender of 
  one-half (1/2) of the ET Shares then held by the Shareholder, and (b) 
  the cash amount equal to one-half of the sum of (i) the gross proceeds 
  realized by the Shareholder from the sale or other transfer for value 
  of any of the ET Shares prior to the date of the Shareholder's 
  satisfaction of the indemnification obligation, and (ii) the fair 
  market value of any ET Shares, as determined under Section  hereof as 
  of the date of the Shareholder's satisfaction of the indemnification 
  obligation, which the Shareholder transferred other than for value 
  prior to the date of satisfaction of the indemnification obligation 
  other than for value.
  
  		8.8.3 	The amount that a Shareholder shall be 
  obligated to pay with respect to a claim made after the second 
  anniversary of the Closing Date and on or before the third anniversary 
  of the Closing Date shall not exceed the sum of (a) the surrender of 
  one-third (1/3) of the ET Shares then held by the Shareholder, and (b) 
  the cash amount equal to one-third (1/3) of the sum of (i) the gross 
  proceeds realized by the Shareholder from the sale or other transfer 
  for value of any of the ET Shares prior to the date of the 
  Shareholder's satisfaction of the indemnification obligation, and (ii) 
  the fair market value of any ET Shares, as determined under Section  
  hereof as of the date of the Shareholder's satisfaction of the 
  indemnification obligation, which the Shareholder transferred other 
  than for value prior to the date of satisfaction of the indemnification 
  obligation other than for value.
  
  	8.9 	No Limitation.  Nothing in this Agreement shall be deemed 
  to limit each Shareholder's indemnification obligation with respect to 
  any claim under this Agreement relating to the breach or inaccuracy of 
  any representation or warranty contained in Section  hereof.
  
  	8.9 	Contribution; Subrogation.	Notwithstanding anything in 
  this Agreement to the contrary, none of the Shareholders shall have any 
  right to seek or obtain contribution or indemnification from EOS with 
  respect to any amount that they pay or are obligated to pay under 
  Section  hereof or otherwise in satisfaction of any claim for 
  indemnification made against them under this Agreement.
  
  9.	Shareholder Pre-Closing Covenants.
  
  	9.1	General Conduct of Business.  From and after the date 
  hereof, and until the Closing Date, the Shareholders shall, unless ET 
  shall otherwise agree in writing, cause EOS:
  
  		9.1.1 		to permit ET, through its 
  representatives, accountants and attorneys, to make such investigations 
  of the business and properties and of the financial and legal condition 
  of EOS as ET may reasonably deem necessary or advisable, and to make 
  available to such persons on the premises of EOS all such books, 
  records and other data as they may reasonably request;
  		9.1.2 		to carry on its business in the ordinary 
  course;
  
  		9.1.3 		to refrain from doing, or causing to be 
  done, anything which is represented and warranted not to have been done 
  since the Balance Sheet Date in Section  hereof;
  
  		9.1.4 		to refrain from incurring any obligation 
  or liability (absolute or contingent) except current liabilities 
  incurred, and obligations under contracts entered into, in the ordinary 
  course of business and individually not involving an aggregate 
  expenditure by EOS in excess of $5,000;
  
  		9.1.5 		to refrain from amending EOS's Articles 
  of Incorporation or By-laws and from making any change in its 
  authorized capital stock;
  
  		9.1.6 		to refrain from issuing any shares of 
  capital stock or any options, warrants or other rights to acquire any 
  shares of capital stock;
  
  		9.1.7 		to continue to insure EOS and all 
  property, real and personal, owned or leased by EOS substantially in 
  accordance with its current practice, and to use, operate, maintain and 
  repair all property in accordance with EOS's current practice;
  
  		9.1.8 		to use its best efforts (without making 
  any commitments on behalf of ET) to preserve EOS's business 
  organization intact, to keep available to ET EOS's present key 
  employees, and to preserve for ET EOS's present relationships with its 
  suppliers and customers and others having business relationships with 
  it;
  
  		9.1.9 		to refrain from doing any act or omitting 
  to do any act, or permitting any act or omission to act, which will 
  cause a breach of any material contract, commitment or obligation of 
  EOS; and
  
  		9.1.10 	to furnish to ET within fifteen (15) days after 
  the end of a fiscal month an unaudited balance sheet and income 
  statement of EOS for such period.
  
  	9.2 	Other Events.	EOS currently is in negotiations with 
  respect to the following transactions: (a) the acquisition from General 
  Research Corporation International, Inc. ("GRCI") of certain assets 
  previously used in connection with GRCI's "Flow Gemini" product line 
  (the "Flow Gemini Transaction"); and (b) the establishment with one or 
  more entities in New Mexico of high-speed telecommunications facilities 
  (the "New Mexico Transaction").  From and after the date hereof, and 
  until the Closing Date, the Shareholders shall, unless ET shall 
  otherwise agree in writing, cause EOS:
  
  		9.2.1 		to promptly advise ET of any material 
  developments with respect to either the Flow Gemini Transaction or the 
  New Mexico Transaction;
  
  		9.2.2 		to provide ET a copy of any proposed 
  agreement with respect to the Flow Gemini Transaction or the New Mexico 
  Transaction at least five (5) business days prior to EOS's entry into 
  such agreement;
  
  		9.2.3 		to refrain from taking any action or 
  making any representation that would obligate ET with respect to any 
  matter relating to the Flow Gemini Transaction or the New Mexico 
  Transaction prior to the Closing Date; and
  
  		9.2.4 		to deliver to ET a copy of any agreement 
  that EOS enters into with respect to the Flow Gemini Transaction or the 
  New Mexico Transaction promptly after such agreement is executed.
  
  	9.3 	Completion of Exhibits.  On or before December 31, 1997, 
  the Shareholders shall deliver to ET true, correct and complete copies 
  of all Exhibits to this Agreement reflecting all applicable information 
  as of December 31, 1997.
  
  10.	Conditions Precedent.
  
  	10.1	Conditions Precedent to ET's Obligations.  The obligation 
  of ET to consummate the transactions contemplated under this Agreement 
  shall be subject to the fulfillment, on or prior to the Closing Date, 
  of the following conditions.  ET may waive any of the following 
  conditions precedent.
  
  		10.1.1	The representations and warranties of the 
  Shareholders contained in this Agreement shall be true and correct in 
  all material respects on and as of the Closing Date with the same force 
  and effect as if made on and as of the Closing Date.
  
  		10.1.2 	The Shareholders shall have performed and 
  complied with all covenants, agreements and conditions required by this 
  Agreement to be performed or complied with by them prior to or at the 
  Closing Date.
  
  		10.1.3	On the Closing Date, no action or proceeding 
  shall be pending by any public authority, private individual or entity 
  before any court or administrative body to restrain, enjoin or 
  otherwise prevent the consummation of this Agreement, any of the Short-
  Form Agreement or any of the transactions contemplated hereby or 
  thereby or to recover any damages or obtain other relief as a result of 
  the transactions proposed hereby or thereby.
  
  		10.1.4	All proceedings to be taken in connection with 
  the consummation of the transactions contemplated by this Agreement, 
  and all documents incident thereto, shall be reasonably satisfactory in 
  form and substance to ET and its counsel, and ET and its counsel shall 
  have received copies of such documents as ET and its counsel may 
  reasonably request in connection therewith.
  
  		10.1.5	The business, assets and properties of EOS 
  shall not have been materially and adversely affected in any way as a 
  result of fire, explosion, earthquake, disaster, accident, flood, 
  drought, riot, civil disturbance, uprising, activity of armed forces, 
  or act of God or public enemy, whether or not covered by applicable 
  insurance.
  
  		10.1.6	Between September 30, 1997 and the Closing Date 
  there shall have been no materially adverse change in the position, 
  financial or otherwise, or the assets, liabilities or results of 
  operations of EOS and no changes other than in the ordinary course of 
  business or as permitted or contemplated by this Agreement.
  
  		10.1.7	There shall have been obtained any and all 
  permits, approvals and consents of agencies of any jurisdiction and of 
  any other governmental body or agency which counsel for ET may 
  reasonably deem necessary or appropriate in order to ensure that 
  consummation of the transactions contemplated by this Agreement will be 
  in compliance with the applicable laws, rules and regulations.
  
  		10.1.8	On the Closing Date, the Shareholders shall 
  have delivered to ET a certificate executed by the Shareholders to the 
  effect that the conditions set forth in Sections 10.1.1, 10.1.2, 10.1.5 
  and 10.1.6 have been satisfied and, to the best of the Shareholder's 
  knowledge, no action or proceeding of the type described in Section 
  10.1.3 above is pending as of the Closing Date.
  
  		10.1.9 	ET shall not have terminated this Agreement 
  pursuant to Section  hereof.
  
  		10.1.10  	The Shareholders shall have (a) delivered to ET 
  a written description of the status, as of the Closing Date, of the 
  Flow Gemini Transaction and the New Mexico Transaction and (b) 
  represented and warranted that such description is true, correct and 
  complete.
  
  		10.1.11 	ET shall have accepted, in its sole discretion, 
  the status of the Flow Gemini Transaction and the New Mexico 
  Transaction and all related agreements existing as of the Closing Date.
  
  		10.1.12  	Each of the Shareholders shall participate in 
  the Closing and shall transfer all of his EOS Shares to ET at the 
  Closing.
  
  		10.1.13  	Each of the shareholders of EOS other than the 
  Shareholders shall have executed and delivered to ET a Short-Form 
  Agreement and the transactions contemplated under each Short-Form 
  
  Agreement shall have been consummated at or prior to the Closing.
  
  		10.1.14 	Each of Michael C. Ditmore and Mel Beckman 
  shall have entered into a written Employment Agreement with ET 
  providing for their employment with ET after the Closing and the terms 
  and conditions of such Employment Agreements shall be acceptable to ET 
  in its sole discretion.
  
  		10.1.15 	Each employee and consultant who holds, 
  immediately prior to the Closing, an option or other right to acquire 
  any shares of capital stock of EOS shall have exchanged, as of the 
  Closing Date, such option or right for a stock option granted under 
  ET's 1996 Equity Incentive Plan.
  
  		10.1.16 	All of the indebtedness of EOS for borrowed 
  money shall have been paid or shall have been converted into shares of 
  Common Stock of EOS and all warrants to purchase shares of Common Stock 
  of EOS shall have been exercised, cancelled or exercised in part and 
  the unexercised portion cancelled.
  
  		10.1.17 	Neither ET nor its counsel shall be aware of 
  any facts which would prevent the transactions contemplated in this 
  Agreement and the Short-Form Agreements from being treated for income 
  tax purposes as a tax-free B-reorganization under Section 328(a)(1)(B) 
  of the Code.
  
  		10.1.18 	ET shall have confirmed that none of this 
  Agreement, the Company Documents, the Short-Form Agreements or any of 
  the transactions contemplated herein or therein shall be required to be 
  approved by the shareholders of ET.
  
  		10.1.19 	ET shall have received true, correct and 
  complete copies of all Exhibits to this Agreement on or before December 
  31, 1997.
  
  		10.1.20 	All of the Exhibits to this Agreement, 
  including any updated Exhibits delivered pursuant to Section 10.1.19 
  above shall, as of the Closing Date, be acceptable to ET, in its sole 
  discretion.
  
  	10.2.	Conditions Precedent to Shareholders' Obligations.  The 
  obligation of the Shareholders to consummate the transactions 
  contemplated hereby shall be subject to the fulfillment, on or prior to 
  the Closing Date, of the following conditions.  The Shareholders may 
  waive any of the following conditions precedent.
  
  		10.2.1	The Shareholders shall not have terminated this 
  Agreement pursuant to Section  hereof.
  
  		10.2.2	The representations and warranties of ET 
  contained in this Agreement shall be true and correct in all material 
  respects on and as of the Closing Date with the same force and effect 
  as if made on and as of the Closing Date.
  		10.2.3	ET shall have performed and complied with all 
  covenants, agreements and conditions required by this Agreement to be 
  performed or complied with by them prior to or at the Closing Date.
  
  		10.2.4	On the Closing Date, no action or proceeding 
  shall be pending by any public authority, private individual or entity 
  before any court or administrative body to restrain, enjoin or 
  otherwise prevent the consummation of this Agreement or any of the 
  Short-Form Agreements or the transactions contemplated hereby or 
  thereby or to recover any damages or obtain other relief as a result of 
  the transactions proposed hereby or thereby.
  
  		10.2.5	At the Closing on the Closing Date, ET shall 
  have delivered to the Shareholders a certificate executed by an officer 
  of ET to the effect that the conditions set forth in Sections 10.2.2 
  and 10.2.3 have been satisfied.
  
  		10.2.6	Between September 30, 1997 and the Closing Date 
  there shall have been no materially adverse change in the position, 
  financial or otherwise, or the assets, liabilities or results of 
  operations of ET and no changes other than in the ordinary course of 
  business or as permitted or contemplated by this Agreement.
  
  		10.2.7	All proceedings to be taken in connection with 
  the consummation of the transactions contemplated by this Agreement, 
  and all documents incident thereto, shall be reasonably satisfactory in 
  form and substance to the Shareholders and their counsel, and the 
  Shareholders and their counsel shall have received copies of such 
  documents as they may reasonably request in connection with said 
  transactions.
  
  11.	Termination.  This Agreement may be terminated at any time prior 
  to the Closing as follows, and in no other manner:
  
  	11.1	by mutual consent of ET and the Shareholders;
  
  	11.2	by ET or the Shareholders, if, at or before the Closing, 
  any conditions set forth herein for the benefit of the ET or the 
  Shareholders, respectively, shall not have been timely met;
  
  	11.3	by ET or the Shareholders, if the Closing of the 
  transactions contemplated by this Agreement shall not have occurred on 
  or before January 31, 1998, or such later date as may have been agreed 
  upon in writing by the parties hereto; and
  
  	11.4	by ET or the Shareholders, if any representation or 
  warranty made herein for the benefit of ET or the Shareholders, 
  respectively, or in any certificate or document furnished to ET or the 
  Shareholders, respectively, pursuant to this Agreement is untrue in any 
  material respect, or ET or the Shareholders, respectively, shall have 
  defaulted in any material respect in the performance of any material 
  obligation herein contained.
  If this Agreement is terminated with respect to any Shareholder, it 
  shall be deemed terminated with respect to all of the Shareholders.
  
  12.	Miscellaneous Provisions.
  
  	12.1 	Further Assurances.  Each party to this agreement shall 
  take such additional actions and shall execute such documents and 
  instruments as may be necessary or proper to cause the occurrence of 
  any conditions precedent or conditions subsequent to his or her 
  obligation to perform or as may otherwise be appropriate to effectuate 
  the purposes and intention of this Agreement or to consummate the 
  transactions contemplated hereunder.
  
  	12.2 	Force Majeure.  None of the parties hereto shall be liable 
  for any delay or default in performing its obligations hereunder if 
  such delay or default is caused by force majeure, such as wars of 
  insurrection, strikes, fires, vandalism, floods, work stoppages, 
  embargoes and/or lack of materials.  In the event any such delay or 
  default caused by force majeure shall continue for ninety (90) days or 
  more, then non-delaying party shall be entitled to terminate this 
  agreement upon thirty (30) days' written notice to the other party of 
  intention to terminate.
  
  	12.3 	Counterparts and Execution.  This agreement may be executed 
  in one or more counterparts, each of which shall be deemed an original 
  and all of which taken together shall constitute one and the same 
  instrument binding on all the parties hereto, notwithstanding that all 
  of the parties are not signatories to the original or the same 
  counterpart.
  
  	12.4 	Interpretation.  As used in this agreement, and whenever 
  the context indicates or requires, the masculine, feminine and neuter 
  gender and the singular or plural numbers shall each be deemed to 
  include the other, and the words "person" and "party" shall include any 
  corporation, partnership, firm, trust, or association.  The captions to 
  the various Sections and paragraphs of this agreement are for 
  convenience and reference purposes only and are not intended and shall 
  not be construed to limit the provisions to which they relate.
  
  	12.5 	Construction.  The parties agree that each party and its 
  counsel have reviewed and revised this agreement and that any rule of 
  construction to the effect that ambiguities are to be resolved against 
  the drafting party shall not apply in the interpretation of this 
  agreement or any amendments of Exhibits thereto.
  
  	12.6 	Representation by Counsel.  Each of the parties have had 
  the advice of their respective independent counsel in connection with 
  the execution of this agreement, have had the entire agreement fully 
  explained by such counsel, and are fully aware of and understand the 
  contents of this agreement.
  
  	12.7 	Governing Law.  This agreement, the construction and 
  enforcement of its terms, and the interpretation of the rights and 
  duties of the parties hereunder shall be governed by the laws of the 
  State of California.
  
  	12.8 	Partial Invalidity.  Each term and provision of this 
  agreement shall be valid and enforceable to the fullest extent 
  permitted by law.  If any term or provision of this agreement or the 
  application thereof to any person or circumstance shall, to any extent, 
  be invalid or unenforceable, then the remainder of this agreement or 
  the application of such term or provision to persons or circumstances 
  other than those to which it is held invalid or unenforceable, shall 
  not be affected thereby.
  
  	12.9 	Arbitration.  Unless the relief sought requires the 
  exercise of the equity powers of a court of competent jurisdiction, any 
  dispute arising in connection with the interpretation or enforcement of 
  the provisions of this Agreement, or the application or validity 
  thereof, shall be submitted to arbitration.  Such arbitration 
  proceedings shall be held in Santa Barbara, California, in accordance 
  with the rules then obtaining of the American Arbitration Association.  
  This agreement to arbitrate shall be specifically enforceable.  Any 
  award rendered in any such arbitration proceedings shall be final and 
  binding on each of the parties hereto, and judgment may be entered 
  thereon in any court of competent jurisdiction.
  
  	12.10 	Attorneys' Fees.  Should any action or proceeding be 
  necessary to construe or enforce the terms or conditions of this 
  agreement, or the application or validity thereof, then the party 
  prevailing in such action shall be entitled to recover its reasonable 
  attorneys' fees and other court costs, together with any costs and 
  attorneys' fees incurred in enforcing any judgment entered therein.
  
  	12.11 	Exhibits.  All Exhibits or appendices attached or 
  referred to in this agreement are incorporated in this agreement by 
  such reference and are made a part hereof as though they were fully set 
  forth herein.
  
  	12.12 	Complete Agreement.  This written instrument, 
  together with any Exhibits or appendices referred to herein, 
  constitutes the entire understanding of the parties with respect to the 
  matters that are the subject of this agreement, and no representations, 
  warranties or covenants not included in this Agreement may be relied 
  upon by any party hereto.
  
  	12.13	 Confidentiality.	All information relating to EOS obtained 
  by ET and any of its authorized representatives pursuant to this 
  Agreement or otherwise in connection with the transactions contemplated 
  hereby, shall be kept confidential by ET and each of its 
  representatives and shall not be used by any of them for any purpose 
  other than in connection with the transactions contemplated hereby; 
  provided that the foregoing shall not apply to (a) any information 
  generally available to the public on the date hereof or which becomes 
  generally available to the public through no fault of ET or its 
  representative, but only from and after the date such information 
  becomes so available, and (b) any information obtained by ET from a 
  third party having the right to disclose such information.
  
  	12.14	 Notices.  All notices and other written communications 
  required or permitted to be transmitted to any party to this Agreement 
  pursuant to the provisions hereof shall be personally delivered to such 
  party or mailed postage prepaid by registered or certified mail, or 
  sent by facsimile or other form of electronic transmissions, addressed 
  to such party at the address set forth on Exhibit L hereto or such 
  other address as hereafter may be given for purposes of such notice.  
  Any notice or other written communication sent in accordance with the 
  foregoing shall conclusively be deemed to have been received at the 
  time of delivery, if personally delivered, or five (5) days after the 
  date of mailing, if mailed, or two (2) days after transmission, in sent 
  by facsimile or other form of electronic transmission.
  
  	12.15     Successors.  This Agreement shall be binding upon and 
  inure to the benefit of the transferees by operation of law, successors 
  
  and assigns of any party hereto or otherwise bound hereby, whether or 
  not any such person shall have executed this Agreement or otherwise 
  agreed to become bound hereby.  Except as otherwise expressly provided 
  for herein, this Agreement shall not inure to the benefit of, be 
  enforceable by or create any right or cause of action in any person, 
  other than the parties hereto.
  
  	12.16	Expenses.  Each of the parties shall pay all costs and 
  expenses incurred by it in negotiating and preparing this Agreement and 
  the Company Documents and in carrying out the transactions contemplated 
  hereby and thereby.
  
  	12.17	Third Party Benefit.  The parties do not intend to confer 
  any benefit on any person, firm, corporation, entity or individual 
  other than the parties to this Agreement by reason, directly or 
  indirectly, of the parties' execution and delivery of this Agreement, 
  including all Exhibits to this Agreement, and any related documents, 
  Schedules, certificates and opinions.
  
  	12.18	Corporate Securities Law.  THE SALE OF THE SECURITIES WHICH 
  ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE 
  COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE 
  ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF 
  THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, 
  UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY 
  SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE.  THE 
  RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON 
  SUCH QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.
  
  	IN WITNESS WHEREOF, the parties hereto have executed this Stock 
  Purchase Agreement the day and year first above written.
  
  "ET"						"SHAREHOLDERS"
  
  ExperTelligence, Inc.				
  
  By:_________________________		___________________________
     Denison W. Bollay				Michael C. Ditmore
  	president
  
  By:_________________________		____________________________
     Robert W. Reali				Thomas J. Harriman
  	Secretary
  
  						____________________________
  						Norman Sprague