SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K
                                    --------

                                 CURRENT REPORT
                                 --------------



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

       Date of Report (Date of earliest event reported): November 30, 2001

                        COMMISSION FILE NUMBER: 000-31801



  Nevada             Universal Broadband Communications, Inc.        33-0930198
 (State or other             (Exact name of registrant          (I.R.S. Employer
 jurisdiction of                 as specified in             Identification No.)
 incorporation or                   its charter)
   organization)

18200 Von Karman Avenue, 10th Floor, Irvine, CA                        92612
(Address of principal executive offices)                           (Zip Code)


       Registrant's telephone number, including area code: (949) 567-1880


                                   Beech Corp.
             23 Corporate Plaza, Suite 180, Newport Beach, CA 92663
          (Former name or former address, if changed since last report)










                              Thomas E. Stepp, Jr.
                              Stepp & Beauchamp LLP
                           1301 Dove Street, Suite 460
                         Newport Beach, California 92660
                                 (949) 660-9700
                            Facsimile: (949) 660-9010

                                   Page 1 of 4
                      Index to Exhibits specified on Page 4




                                        1
<PAGE>


ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.
-------------------------------------------

          Not applicable.

ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS.
-------------------------------------------------

On November 30, 2001, we entered into an Asset  Purchase and Sale Agreement with
Norstar Communications,  Inc., a California corporation,  which provided,  among
other things,  for our acquisition of certain assets of Norstar  Communications,
Inc.,  which assets are specified on schedule 1.2 of the Asset Purchase and Sale
Agreement,  a copy of which is attached as Exhibit "2" to this report. We issued
3,423,860  shares of our common  stock for the assets that we  purchased.  Those
shares were valued at $171,193 by the parties to the  agreement.  Our  President
and Sole Director,  Mark Ellis,  is also the President and a Director of Norstar
Communications,  Inc. The respective Boards of Directors at Universal  Broadband
Communications,  Inc., and Norstar Communications,  Inc., approved the terms and
conditions of the Asset Purchase and Sale Agreement.

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP.
-------------------------------------

          Not applicable.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
--------------------------------------------------------

          Not applicable.

ITEM 5.   OTHER EVENTS.
-----------------------

          Not applicable.

ITEM 6.   RESIGNATIONS OF REGISTRANT'S OFFICERS AND DIRECTORS.
--------------------------------------------------------------

          Not applicable.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
--------------------------------------------

          Not Applicable

ITEM 8.   CHANGE IN FISCAL YEAR.
--------------------------------

          Not applicable.

ITEM 9.   REGULATION FD DISCLOSURE.
-----------------------------------

          Not applicable.











                                       2
<PAGE>


                                   SIGNATURES
                                   ----------


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


                                        Universal Broadband Communications, Inc.
                                        A Nevada corporation



DATED:  December 3, 2001           By:  /s/      Mark Ellis
                                        ----------------------------------------
                                        Mark  Ellis,  Chief  Executive  Officer
                                        and  Chairman of the Board of Directors
































                                        3
<PAGE>


INDEX TO EXHIBITS

(2)  PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
     Asset Purchase and Sale Agreement





































                                        4
<PAGE>






















                                   EXHIBIT "2"



                        ASSET PURCHASE AND SALE AGREEMENT

                                  By and Among

                    Universal Broadband Communications, Inc.,
                              a Nevada corporation,

                                       and

                          Norstar Communications, Inc.,
                            a California corporation.


















                                        5
<PAGE>



THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into in
duplicate  and shall be effective as of the 30th day of November,  2001,  by and
among Norstar  Communications,  Inc., a California corporation  ("Seller"),  and
Universal Broadband  Communications,  Inc., a Nevada corporation  ("Purchaser"),
and provides for the Purchaser to acquire the direct  billing  customer base and
selected other assets of the Seller,  on the terms and subject to the conditions
specified in this Agreement.

                                    RECITALS
                                    --------

     A.  The  Purchaser desires  to  acquire,  on the terms and  subject  to the
conditions  specified in this  Agreement,  the Acquired  Assets (as that term is
defined later in this Agreement).

     B.  The  Seller believes that it  is in the  best interests  of the Seller,
and, therefore, it desires to, sell the Acquired Assets to the Purchaser, on the
terms and subject to the conditions specified in this Agreement.

NOW,  THEREFORE,  IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
DEEMED TO BE A SUBSTANTIVE  PART OF THIS  AGREEMENT,  AND THE MUTUAL  COVENANTS,
PROMISES, UNDERTAKINGS,  AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS  AGREEMENT  AND OTHER GOOD AND  VALUABLE  CONSIDERATION,  THE  RECEIPT  AND
SUFFICIENCY  OF WHICH ARE HEREBY  ACKNOWLEDGED,  WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND WARRANT AS FOLLOWS:


                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

     As  used  in  this  Agreement,  the  capitalized  terms  specified  in this
Agreement shall have the meanings and definitions specified and indicated by the
provisions  of this Article I, unless a different  and common  meaning of such a
term is clearly indicated by the context,  and variants and derivatives of those
terms  shall  have  correlative  meanings.  To the  extent  that  certain of the
definitions specified in this Article I suggest, indicate, or express agreements
between  or among  parties to this  Agreement,  or  contain  representations  or
warranties or covenants of a party,  the parties agree to the same, by execution
of  this  Agreement.  Agreements,  representations,   warranties  and  covenants
specified in any part or provision of this Agreement  shall, for all purposes of
this  Agreement,  be  treated  in the  same  manner  as other  such  agreements,
representations, warranties and covenants specified elsewhere in this Agreement;
and the article,  section or paragraph  of this  Agreement  within which such an




                                       6
<PAGE>


agreement, representation,  warranty, or covenant appears shall have no separate
meaning or effect regarding the same.

     1.1     "Accumulated   Funding   Deficiency".    An   "accumulated  funding
     --------------------------------------------
deficiency"  as defined in ERISA Section  302(a)(2) or the last two sentences of
Section 412(a)(2) of the Code, or, in either case,  successor provisions to such
provisions  adopted by  amendments to ERISA or the Code, as the case may be, and
including,  in each case,  other  provisions of ERISA, of the Code or such other
law, modifying, amending, interpreting or otherwise affecting the application of
such provisions,  either in general or as applied to the nature or circumstances
of a  particular  Entity that is a party to, or is affected by or is involved in
the  Transaction  and with  respect to which  Entity the use of the term in this
Agreement, or in the particular location in this Agreement, is relevant.

     1.2     "Acquired Assets".    The  assets  of the  Seller being acquired by
     -------------------------
the  Purchaser  pursuant to the  provisions of this  Agreement,  as specified on
Schedule 1.2 of this Agreement,  and all other assets of the Seller, tangible or
intangible, including contractual,  warranty, and other rights, the use or value
of which will come under the Control (as that term is defined in Section 1.18 of
this  Agreement) by the Purchaser when the  Transaction (as that term is defined
later in this Agreement) is consummated.

     1.3     "Acquired  Business".    The  business  conducted  by the Seller in
     ----------------------------
which the Seller utilized the Acquired  Assets,  as specified in Schedule 1.2 to
this Agreement

     1.4     "Balance Sheet".   The  most  recent Balance  Sheet included in the
     -----------------------
Audited Financial Statements of the respective party to this Agreement.

     1.5     "Acquired  Business  Disclosure Document".   The document delivered
     -------------------------------------------------
by the Seller to the  Purchaser  containing  certain  disclosures  regarding the
Acquired Business.

     1.6     "Acquired Facilities".   All warehouses, stores, plants, processing
     -----------------------------
facilities,  fixtures,  and  improvements  owned  or  leased  by the  Seller  or
otherwise used by the Seller in connection with the operation of its business or
leased or  subleased  by the  Seller to other  Persons  (as that term is defined
later in this Agreement),  but only to the extent that those facilities  consist
of Acquired Assets.

     1.7     "Affiliate".   When  used with  respect to a Person, an "Affiliate"
     -------------------
of that  Person is a Person  Controlling,  Controlled  by, or  subject to common
Control with that Person.

     1.8     "Agreement".   This  Asset  Purchase and  Sale Agreement, including
     -------------------
all of its schedules and exhibits and all other documents  specifically referred
to in this  Agreement  that have been or are to be  delivered by a party to this
Agreement  to  the  other  party  to  this  Agreement  in  connection  with  the
Transaction  or  this  Agreement,   and  including  any  and  all  duly  adopted
amendments,  modifications,  and  supplements  to or of this  Agreement and such
schedules,  exhibits and other  documents.,  including  all of its schedules and
exhibits and all other documents specifically referred to in this Agreement that
have been or are to be delivered by a party to this Agreement to the other party
to this  Agreement in connection  with the  Transaction or this  Agreement,  and
including any and all duly adopted amendments, modifications, and supplements to
or of this Agreement and such schedules, exhibits and other documents.




                                       7
<PAGE>


     1.9     "Audited   Financial   Statements".    The  balance  sheet,  income
     ------------------------------------------
statement,  statement of stockholders' equity and statement of cash flows or, in
each instance,  equivalent  statements as commonly provided to shareholders of a
respective  party to this Agreement for the period ending December 31, 2000, and
for the three  fiscal  years then ended,  in each  instance,  as recorded by the
Auditors.

     1.10    "Auditors".   With respect to the Seller and the Acquired Business,
     ------------------
Haskell & White, and with respect to the Purchaser, Merdinger, Fruchter, Rosen &
Corso,  P.C.,  in each instance the  independent  certified  public  accountants
currently  retained  for the purpose of  auditing  financial  statements  of the
respective  party.  With respect to any report hereafter issued by the Auditors,
the term shall mean that firm of independent certified public accountants.

     1.11    "Business Day".   Any day that is  not a Saturday, Sunday or day on
     ----------------------
which banks Los Angeles, California are authorized to close.

     1.12    "Closing".     The  completion  of  the  Transaction,  to occur  as
     -----------------
contemplated in Article II of this Agreement.

     1.13    "Closing  Date".   November  30,  2001,  or the  date on  which the
     -----------------------
Closing  actually  occurs,  which  shall be the date that all of the  conditions
specified by the provisions of Article VII of this Agreement have been satisfied
or waived.

     1.14    "Closing Time".   The  time at  which the Closing actually  occurs.
     ----------------------
All events that are to occur at the Closing  Time shall,  for all  purposes,  be
deemed to occur simultaneously, except to the extent, if at all, that a specific
order of occurrence is otherwise described.

     1.15    "Code".   The  Internal  Revenue  Code of  1986, as  amended and in
     --------------
effect on the date the parties sign this Agreement.

     1.16    "Complete Withdrawal". A "complete withdrawal" from a Multiemployer
     -----------------------------
Plan as  defined  in  Section  4203 of ERISA  or  successor  provisions  to such
provisions  adopted by  amendments to ERISA and  including  other  provisions of
ERISA or of other law, and  regulations  adopted  under ERISA or such other law,
modifying, amending, interpreting or otherwise affecting the application of such
provision,  either in general or as applied to the nature or  circumstances of a
particular  Entity  that is a party to, or is  affected by or is involved in the
Transaction  and  with  respect  to  which  Entity  the use of the  term in this
Agreement, or in the particular location in this Agreement, is relevant.

     1.17    "Consideration".  Three million four hundred  twenty-three thousand
     -----------------------
eight  hundred sixty  (3,423,860)  shares of $.001 par value common stock of the
Purchaser  to be issued by the  Purchaser  to the Seller at the  Closing for the
Acquired  Assets,  which shares may also be referred to in this Agreement as the
"Subject Shares".

     1.18    "Control".   Generally,  the  power  to  direct  the  management or
     -----------------
affairs of an Entity.

     1.19    "Encumbrance".   Any  lien, pledge, option, adverse  claim, charge,
     ---------------------
easement security interest, right-of-way or encumbrance.


                                       8
<PAGE>


     1.20    "Entity".   A corporation, partnership, sole  proprietorship, joint
     ----------------
venture,  or other form of  organization  formed for the  conduct of a business,
whether active or passive.

     1.21    "ERISA".   The Employee Retirement Income Security Act  of 1974, as
     ---------------
amended and in effect at the time of execution of this Agreement.

     1.22  "Exchange Act".   The Securities and Exchange Act of 1934, as amended
     --------------------
from time to time.

     1.23    "GAAP".   Generally Accepted Accounting Principles, as in effect on
     --------------
the date of any statement,  report or  determination  that purports to be, or is
required to be, prepared or made in accordance with GAAP. All references in this
Agreement to financial statements prepared in accordance with GAAP shall mean in
accordance with GAAP consistently  applied during the periods to which reference
is made.

     1.24    "Governmental Entity".   Any  governmental or political subdivision
     -----------------------------
or department thereof, any governmental or regulatory agency, commission, board,
bureau,  agency or  instrumentality,  or any court or arbitrator or  alternative
dispute resolution  agency, in each event whether domestic or foreign,  federal,
state or local.

     1.25    "HSR Act".  The  Hart-Scott-Rodino  Antitrust  improvements Act  of
     -----------------
1976, as amended.

     1.26    "Inventory".   Any  stock  of raw  materials,  work-in-process  and
     -------------------
finished  goods,  including,  but not limited to,  finished goods  purchased for
resale,  held by a party for  manufacturing,  assembly,  processing,  finishing,
sale,  or  resale  to others  from  time to time in the  ordinary  course of the
business of that party, in the form in which such  inventories  then are held or
after manufacturing, assembling, finishing, processing, incorporating with other
goods or items, refining, or similar processes.

     1.27    "IRS". The Internal Revenue Service.
     -------------

     1.28    "Knowledge".   A Person  will be  deemed  to have "Knowledge"  of a
     -------------------
particular fact or other matter if such Person is actually aware of such fact or
other  matter,  but such  Person  shall not and does not have an  obligation  to
conduct an inquiry or investigation to become aware of any such fact or matter.

     1.29    "Liabilities".  At any time ("Determination Time"), the obligations
     ---------------------
of a person  or  Entity,  whether  known or  unknown,  contingent  or  absolute,
recorded  on its  books  or  not,  resulting  in any  way  from  facts,  events,
agreements, obligations or occurrences that existed, occurred or transpired at a
prior point in time, or resulted  from the passage of time to the  Determination
Time, but not including  obligations accruing or payable after the Determination
Time to the extent (but only to the  extent)  that such  obligations  (a) result
from  previously   existing   agreements  for  services,   benefits,   or  other
considerations,  and (b) accrue or become  payable  with  respect  to  services,
benefits,  or other  considerations  received by the person or Entity  after the
Determination Time.

     1.30    "Multiemployer  Plan".   A  "multiemployer  plan,"  as  defined  in
     -----------------------------
Section  3(37) of ERISA or  Section  414(f)  of the Code,  or, in either  event,
successor  provisions to such  provisions  adopted by amendments to ERISA or the
Code,  as the case may be, and  including,  in each event,  other  provisions of


                                        9
<PAGE>


ERISA, of the Code, or of other law, and regulations  adopted pursuant to ERISA,
or the Code, or such other law, modifying, amending,  interpreting, or otherwise
affecting the application of such provisions, either in general or as applied to
the nature or  circumstances  of a  particular  Entity that is a party to, or is
affected by, or is involved in, the Transaction and with respect to which Entity
the use of the term in this  Agreement,  or in the particular  provision in this
Agreement, is relevant.

     1.31    "Partial Withdrawal".   A "partial withdrawal" from a Multiemployer
     ----------------------------
Plan,  as defined  in  Section  4205 of ERISA or  successor  provisions  to such
provision adopted by amendments to ERISA and including other provisions of ERISA
or of  other  law,  and  regulations  adopted  under  ERISA or such  other  law,
modifying, amending, interpreting or otherwise affecting the application of such
provision,  either in general or as applied to the nature or  circumstances of a
particular  Entity  that is a party to, or is  affected by or is involved in the
Transaction  and  with  respect  to  which  Entity  the use of the  term in this
Agreement, or in the particular location in this Agreement, is relevant.

     1.32    "Payables". Any Liabilities of a party resulting from the borrowing
     ------------------
of money or the incurring of obligations for merchandise or goods purchased.

     1.33    "PBGC".  The Pension Benefit Guaranty Corporation.
     --------------

     1.34    "Pension  Plan".   A "pension  plan"  or "employee pension  benefit
     -----------------------
plan," as defined  in  Section  3(2) of ERISA or  successor  provisions  to such
provision  adopted by  amendments  to ERISA and  including  other  provisions of
ERISA, or of other law, and regulations  adopted pursuant to ERISA or such other
law, modifying,  amending,  interpreting, or otherwise affecting the application
of  such  provision,   either  in  general  or  as  applied  to  the  nature  or
circumstances  of a particular  Entity that is a party to, or is affected by, or
is involved in, the  Transaction and with respect to which Entity the use of the
term in this Agreement,  or in the particular  provision in this  Agreement,  is
relevant.

     1.35    "Person".     Any   individual,   company,   sole   proprietorship,
     ----------------
corporation,  joint venture, association,  joint stock company, fraternal order,
cooperative,  league, club, society,  organization,  trust, estate, governmental
agency, political subdivision or authority,  firm,  municipality,  congregation,
partnership, or other form of Entity.

     1.36    "Plan Termination".   A  termination  of  a  Pension  Plan, whether
     --------------------------
partial or complete, within the meaning of Title IV of ERISA.

     1.37    "Prohibited Transaction".   A  "prohibited transaction," as defined
     --------------------------------
in ERISA Section 4975 (c) of the Code, or, in either case,  successor provisions
to such  provisions  adopted by amendments to ERISA or the Code, as the case may
be, and including,  in each case,  other  provisions of ERISA, of the Code or of
other law, and  regulations  adopted  under ERISA or the Code or such other law,
modifying,  amending,  interpreting,  or otherwise  affecting the application of
such provisions,  either in general or as applied to the nature or circumstances
of a  particular  Entity that is a party to, or is affected by or is involved in
the  Transaction  and with  respect to which  Entity the use of the term in this
Agreement, or in the particular location in this Agreement, is relevant.

     1.38    "Proprietary Rights".   Any trade  secrets,  copyrights,   patents,
     ----------------------------
trademarks,  service marks,  customer lists, and all similar types of intangible
property  developed,  created or owned by the  Seller,  or used by the Seller in


                                       10
<PAGE>


connection with its business,  whether or not those rights are entitled to legal
protection.

     1.39    "Purchaser".    Universal Broadband Communications, Inc., (formerly
     -------------------
Beech Corp.), a Nevada  corporation,  which,  pursuant to the provisions of this
----------
Agreement, is purchasing the Acquired Assets.

     1.40    "Receivables".   Any  accounts  receivable,  notes receivable,  and
     ---------------------
other  obligations  presented  as assets on the  books,  records  and  financial
statements of a person or an Entity, in accordance with GAAP,  indicating moneys
owed,  due and  payable to such person or Entity on whose  financial  statements
such Receivables are presented.

     1.41    "Registration".   Registration pursuant to the Securities Act.
     ----------------------

     1.42    "Registration Rights Agreement".   The  Agreement, in the  form  of
     ---------------------------------------
Schedule 1.41 to this Agreement,  providing for the  Registration,  on the terms
and subject to the conditions as specified therein, of the Subject Shares.

     1.43    "Reportable Event".   A "reportable event",  as  defined in Section
     --------------------------
4043(b) of ERISA or successor provisions to such provision adopted by amendments
to  ERISA  and  including  other  provisions  of  ERISA  or of  other  law,  and
regulations  adopted  under  ERISA  or  such  other  law,  modifying,  amending,
interpreting,  or otherwise affecting the application of such provision,  either
in general or as applied to the nature or circumstances  of a particular  Entity
that is a party to, or is affected by or is involved in the Transaction and with
respect  to  which  Entity  the use of the  term in  this  Agreement,  or in the
particular location in this Agreement, is relevant.

     1.44    "SEC".   The Securities and Exchange Commission.
     -------------

     1.45    "Securities  Act".   The  Securities Act of  1933, as  amended from
     -------------------------
time to time.

     1.46    "Seller".  Norstar Communications, Inc., a California  corporation,
     ----------------
which,  pursuant to the  provisions of this  Agreement,  is selling the Acquired
Assets.

     1.47    "Subsidiary".  With respect to any Entity, another  Entity of which
     --------------------
fifty  percent (50%) or more of the  effective  voting  power,  or the effective
power to elect a majority of the board of directors or similar  governing  body,
or fifty  percent  (50%) or more of the true equity  interest,  is owned by such
first Entity, directly or indirectly.

     1.48    "Taxes".     All  taxes,  charges,  levies  or  other  assessments,
     ---------------
including, without limitation, income, gross receipts, excise, real and personal
property, sales, use, transfer, capital gains, transfer gains, license, payroll,
privilege,  and franchise taxes,  imposed by any  Governmental  Entity and shall
include any interest,  penalties or additions to tax  attributable to any of the
foregoing.

     1.49    "Transaction".     The  sale  of   the  Acquired  Assets,  for  the
     ---------------------
Consideration, and on the terms and subject to the conditions of this Agreement.



                                       11
<PAGE>


     1.50    "Unaudited  Financial  Statements".    The  balance  sheet,  income
     ------------------------------------------
statement,  statement of stockholders equity and statement of cash flows, or, in
each instance,  equivalent  statements as commonly  provided to  shareholders by
each respective party to this Agreement for the period ending June 30, 2001, and
as appropriate,  for each month after June 30, 2001, with comparable  statements
for the similar periods of the prior fiscal year.

     1.51    "Welfare Plan".   A "welfare plan" or an "employee welfare  benefit
     ----------------------
plan," as defined  in  Section  3(1) of ERISA or  successor  provisions  to such
provision  adopted by  amendments  to ERISA and  including  other  provisions of
ERISA, or of other law, and regulations adopted pursuant to ERISA, or such other
law, modifying,  amending,  interpreting, or otherwise affecting the application
of  such  provision,   either  in  general  or  as  applied  to  the  nature  or
circumstances  of a particular  Entity that is a party to, or is affected by, or
is involved in, the  Transaction and with respect to which Entity the use of the
term in this Agreement,  or in the particular  provision in this  Agreement,  is
relevant.


                                   ARTICLE II
                                 THE TRANSACTION
                                 ---------------

     2.1     The Transaction.  On the Closing Date, and at the Closing Time, on,
     -----------------------
and in all instances subject to, each of the terms,  conditions,  provisions and
limitations  specified  in this  Agreement,  the Seller  shall  sell,  transfer,
convey,  assign,  deliver  and  set  over  to  the  Purchaser,   by  instruments
satisfactory  in  form  and  substance  to the  Purchaser  and  counsel  for the
Purchaser,  and the Purchaser shall acquire from the Seller, all of the Seller's
right,  title and  interest in and to the Acquired  Assets,  in exchange for the
Consideration, free and clear of any and all Encumbrances. Neither the Purchaser
nor any of its  Affiliates  shall  assume,  become  liable for,  agree to pay or
discharge  or in any  manner  become  in any  way  responsible  for,  any of the
Liabilities of the Seller.

     2.2     Delivery   of  Consideration.    The  certificates  evidencing  and
     ------------------------------------
representing  the Subject  Shares shall be issued and delivered by the Purchaser
to the Seller on the Closing Date for distribution to the Seller's shareholders.

     2.3     Acquired  Assets.   The Acquired Assets  shall consist of Seller of
     ------------------------
the assets of Seller at the Closing Date,  including,  without  limitation,  the
following:

     (a)     Fixtures  and  Equipment.   All of  Seller's  furniture,  fixtures,
             ------------------------
machinery,  equipment,  apparatus,  supplies  and all  other  tangible  personal
property of every kind and description,  insofar as any of the foregoing is used
in or relates to the Seller's business.

     (b)     Licenses and Permits.   All right, title and interest of the Seller
             --------------------
in, to and pursuant to, all licenses,  permits,  authorizations and other rights
of every kind and character  relating to the Seller's  business  pursuant to any
federal, state, or local statute, ordinance or regulation.

     (c)     Intangible Assets.  All right, title and interest of the Seller in,
             -----------------
to and  pursuant to all  trademarks,  technology,  know-how,  data,  copyrights,
trade-names,  servicemarks, licenses, covenants by others not to compete, rights
and privileges  used in the Seller's  business and the goodwill  associated with
the Seller's business.



                                       12
<PAGE>


     (d)     Goodwill.   The  goodwill and  going concern  value of the Seller's
             --------
interest in the Seller's business.

     (e)     Contracts and Leases.   All right, title and interest of Seller in,
             --------------------
to and pursuant to all contracts and leases.

     (f)     Inventories.   Any and all of the Seller's Inventories.
             -----------

     (g)     Accounts.   All  accounts receivable  of the  Seller in  respect of
             --------
goods sold or leased or services  rendered and all other rights of the Seller to
payment for goods sold or leased or for services  rendered,  including,  without
limitation, those which are not evidenced by instruments or invoices, whether or
not they have been earned by  performance  or have been  written off or reserved
against as a bad debt or doubtful account; together with all instruments and all
documents  of  title  representing  any  of the  foregoing,  all  rights  in any
merchandise  or goods which any of the same  represent,  and all rights,  title,
security  and  guaranties  in favor of the  Seller  with  respect  to any of the
foregoing.

     (h)     Books and Records.   All of the Seller's books and records.
             -----------------

     (i)     Prepaid  Expenses,  Cash,  Insurance.   All  prepaid  expenses  and
             ------------------------------------
deposits relating to the Acquired Assets and all cash of the Seller,  and rights
and benefits provided pursuant to all insurance policies.

     2.4     Closing.  The Closing of the Transaction shall occur at the offices
             -------
of Stepp Law Group, 1301 Dove Street, Suite 460, Newport Beach,  California,  at
10:00 A.M.  on the  Closing  Date or that date that all of those  conditions  to
Closing specified in Article VII of this Agreement have been satisfied or waived
with respect to the Transaction, or at such other place as the Purchaser and the
Seller may agree, on the Closing Date.


                                   ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
                 -----------------------------------------------

The Purchaser represents and warrants to the Seller as follows:

     3.1     Organization  and  Qualification.   The  Purchaser is a corporation
     ----------------------------------------
duly organized,  validly  existing and in good standing  pursuant to the laws of
its  jurisdiction  of  incorporation  and has the requisite  corporate power and
authority to conduct its business as that business is now being  conducted.  The
Purchaser is duly qualified as a foreign  corporation to do business,  and is in
good standing,  in each jurisdiction where the character of the properties owned
or leased by it, or the nature of its activities,  is such that qualification as
a foreign corporation in that jurisdiction is required by law.

     3.2     Authority  Relative  to  This  Agreement.  The  Purchaser  has  the
     ------------------------------------------------
requisite corporate power and authority to perform its obligations  specified by
the provisions of this  Agreement.  The execution and delivery of this Agreement
and the  consummation of the Transaction  have been duly authorized and approved
by the requisite  corporate  authority of the Purchaser,  and no other corporate
actions on the part of the  Purchaser  are  necessary  to approve and adopt this
Agreement  or to approve the  consummation  of the  Transaction,  including  the
issuance and delivery of the Consideration.  The Purchaser has, and any officer,
director or  representative  executing  this  Agreement for and on behalf of the


                                       13
<PAGE>

Purchaser  has, the legal  capacity and authority to enter into and deliver this
Agreement.  This  Agreement  is a valid and legally  binding  obligation  of the
Purchaser and is enforceable completely against the Purchaser in accordance with
its terms, except as such enforceability may be limited by general principles of
equity,  bankruptcy,   insolvency,  moratorium  and  similar  laws  relating  to
creditors' rights generally, and subject to approval of any and all governmental
regulatory  agencies and authorities having  jurisdiction of the parties to this
Agreement or the Transaction.

     3.3     Absence  of  Breach;  No  Consents.   The  execution,  delivery and
     ------------------------------------------
performance  of this  Agreement,  and the  performance  by the  Purchaser of its
obligations specified by the provisions of this Agreement (except for compliance
with  any  regulatory  or  licensing  laws  applicable  to the  business  of the
Purchaser,  all of which, and to the extent  applicable to and within control of
the Purchaser  (and to the extent within its Control),  will be satisfied in all
material  respects  prior to the Closing) do not (a) conflict with, and will not
result in a breach of, any of the provisions of the Articles of Incorporation or
Bylaws of the Purchaser; (b) contravene any law, rule or regulation of any state
or  commonwealth,  the United States,  (except for compliance with regulatory or
licensing laws, all of which, to the extent  applicable to the Purchaser (and to
the  extent  within the  control of the  Purchaser),  will be  satisfied  in all
material respects prior to the Closing), or any applicable foreign jurisdiction,
or contravene any order, writ, judgment, injunction,  decree, determination,  or
award  affecting or obligating the  Purchaser,  in such a manner as to provide a
basis for enjoining or otherwise preventing consummation of the Transaction; (c)
conflict  with or result in a  material  breach of or  default  pursuant  to any
material  indenture or loan or credit agreement or any other material  agreement
or instrument to which the Purchaser is a party,  in such a manner as to provide
a basis for enjoining or otherwise  preventing  consummation of the Transaction;
or (d)  require  the  authorization,  consent,  approval or license of any third
party of such a nature that the failure to obtain the same would provide a basis
for enjoining or otherwise preventing consummation of the Transaction.

     3.4     Brokers.  No broker, finder or investment banker is entitled to any
     ---------------
brokerage, finder's or other fee or commission in connection with this Agreement
or the Transaction or any related transaction based upon any agreements, written
or oral, made by or on behalf of the Purchaser.

     3.5     Financial  Statements.   The Purchaser  has heretofore delivered to
     -----------------------------
the Seller the following:

1.   The Audited Financial Statements for the Purchaser;
2.   The Unaudited Financial Statements of the Purchaser;
3.   All  documents  of the  Purchaser  filed  with the SEC within the two years
     preceding the date of execution of this Agreement.

All of the  historical  financial  statements  contained in such  documents were
prepared  from the books and records of the  Purchaser.  The  Audited  Financial
Statements of the Purchaser  were prepared in accordance  with GAAP,  and fairly
and accurately  present the financial  position of the Purchaser as of the dates
and for the periods  indicated in those financial  statements.  Without limiting
the  generality  of the  foregoing,  at the  date of the  Balance  Sheet  of the
Purchaser the Purchaser owned each of the assets specified on the Balance Sheet,
and the  valuation of those assets is not more than the fair  saleable  value of
those assets (on an item by item basis) at that date;  and the  Purchaser has no
liabilities,  other than those specified on the Purchaser's  Balance Sheet,  nor
any  Liabilities  in  amounts  and  excess of the  amounts  specified  for those
Liabilities in the Purchaser's Balance Sheet. The Unaudited Financial Statements
of the  Purchaser,  in the  documents  specified  above  in this  section,  were
prepared  in a manner  consistent  with the  basis of  presentation  used in the
preparation of the Purchasers Audited Financial  Statements,  and fairly present
the  financial  position of the  Purchaser as at and for the periods  indicated,
subject to normal year end adjustments, none of which will be material. From the
date of execution of this Agreement  through the Closing Date the Purchaser will
continue to prepare  financial  statements  on the same basis that the Purchaser


                                       14
<PAGE>


has done so in the past and will promptly deliver those financial  statements to
the Seller, and from and after such delivery the  representations and warranties
specified in this section  shall be applicable  to each  financial  statement so
prepared and delivered.

     3.6     No  Material  Adverse  Changes.   Since the date of the Purchaser's
     --------------------------------------
Balance  Sheet,  there  has not  been (i) any  material  adverse  change  in the
business,  condition  (financial or otherwise)  operations,  or prospects of the
Purchaser (ii) any damage, destruction or loss, whether insured or not, having a
material  adverse  effect on the  business,  condition  (financial or otherwise)
operations or prospects of the Purchaser; (iii) any entry into or termination of
any material  commitment,  contract,  agreement  or  transaction  affecting  the
Purchaser,  including,  without  limiting the generality of the  foregoing,  any
material  borrowing or capital  expenditure or sale or other  disposition of any
material asset or assets other than  agreements  executed in the ordinary course
of  business;  (iv) any  transfer of or right  granted  pursuant to any material
lease, license,  agreement,  patent,  trademark,  trade name or copyright of the
Purchaser;  (v) any sale or other disposition of any asset of the Purchaser,  or
any mortgage,  pledge or imposition of any lien or  Encumbrance  on any asset of
the Purchaser,  other than in the ordinary course of business,  or any agreement
related to any of the  foregoing;  or (vi) any default or breach in any material
respect pursuant to any contract,  license or permit held by or for or affecting
the Purchaser.

     3.7     Conduct  of  Business.   Since  the date of the Purchaser's Balance
     -----------------------------
Sheet,  the  Purchaser has conducted its business only in the ordinary and usual
course,  and, without limiting the generality of the foregoing,  no changes have
been made in (i) employee  compensation amounts, or (ii) the manner in which any
employees  of the  Purchaser  are  compensated  or (iii)  supplemental  benefits
provided to any officer,  director,  or other  employee of the Purchaser or (iv)
amounts of Inventory of the Purchaser in relation to sales,  except, in any such
event in the  ordinary  course  of  business  and,  in any such  event,  without
material  adverse  effect on the  business,  condition  (financial or otherwise)
operations, or prospects of the purchaser.

     3.8     Taxes.   The Purchaser has properly filed or caused to be filed all
     -------------
federal,  state, local, and foreign income and other tax returns,  reports,  and
declarations that are required by applicable law to be filed by it and has paid,
or made full and  adequate  provision  for the payment of, all  federal,  state,
local,  and  foreign  income  and  other  taxes  properly  due for  the  periods
contemplated by such returns, reports, and declarations.

     3.9     Litigation.   No investigation or review by any governmental agency
     ------------------
with respect to the  Purchaser is pending or to the  Knowledge of the  Purchaser
threatened  (other than  inspections and reviews  customarily made of businesses
similar to that the Purchaser), nor has any governmental agency indicated to the
Purchaser an intention to conduct the same.  There is no action,  litigation  or
proceeding  pending or to the Knowledge of the Purchaser  threatened  against or
affecting  the  Purchaser  at law or in equity,  or before any  federal,  state,
municipal, or other governmental department,  commission, board, bureau, agency,
or instrumentality.

     3.10    Employees, Etc.   There are no collective bargaining, bonus, profit
     ----------------------
sharing,   compensation,   or  other  plans,   agreements,   trusts,  funds,  or
arrangements  maintained  by the  Purchaser  for the  benefit of its  directors,
officers  or  employees.  There are no  employment,  consulting,  severance,  or
indemnification   arrangements,   agreements,   or  understandings  between  the
Purchaser, on the one hand, and any of its current or former directors, officers
or other  employees (or Affiliates  thereof) on the other hand. The Purchaser is
not, and following the Closing will not be,  obligated by any express or implied
contract or agreement to employ,  directly or as consultant  or  otherwise,  any
person for any specific period of time or until any specific age.

     3.11    Compliance With Laws.  The Purchaser is in compliance with all, and
     ----------------------------
has received no notice of any violation of any, laws or  regulations  applicable
to its  operations,  including,  without  limitation,  the laws and  regulations
relevant to the use or  utilization  of its  premises,  or with respect to which


                                       15
<PAGE>


compliance  is a  condition  of  engaging  in any aspect of the  business of the
Purchaser, and the Purchaser has all permits, licenses, zoning rights, and other
governmental  authorizations  necessary  to conduct its  business  as  presently
conducted.

     3.12    Ownership  of  Assets.   The  Purchaser  has good,  marketable  and
     -----------------------------
insurable title, or valid, effective and continuing leasehold rights in the case
of leased  property,  to all real  property  (as to which,  in the case of owned
property, such title is fee simple) and all personal property owned or leased by
the  Purchaser  in such a manner  as to  create  the  appearance  or  reasonable
expectation that the same is owned or leased by the Purchaser; such ownership is
free and clear of all liens, claims,  encumbrances and charges, except liens for
taxes not yet due and minor  imperfections  of title and  encumbrances,  if any,
which,  singly and in the  aggregate,  are not  substantial in amount and do not
materially  detract from the value of the property subject thereto or materially
impair the use thereof;  no other person has any  ownership or similar right in,
or  contractual  or  other  right to  acquire  any such  right  in,  any of such
property.  The  Purchaser  does not know of any  potential  action by any party,
governmental  or  other,  and no  proceedings  with  respect  thereto  have been
instituted of which the Purchaser has notice,  that would materially  affect the
Purchaser's ability to use and to utilize each of its properties.  The Purchaser
has  received  no  notices  from  any  mortgagee  regarding  any of  its  leased
properties.

     3.13    Proprietary  Rights.   The Purchaser  possesses full  and  complete
     ---------------------------
ownership of, or adequate and enforceable  long-term licenses or other rights to
use (without payment), all of the Purchaser's  Proprietary Rights; the Purchaser
has not received any notice of conflict  which asserts the rights of others with
respect thereto; and the Purchaser has in all material respects performed all of
the  obligations  required to be  performed  by it, and is not in default in any
material  respect,  pursuant to any agreement  relating to any such  Proprietary
Right.

     3.14    Subsidiaries.  The Purchaser has no Subsidiaries.
     --------------------

     3.15    Trade  Names.   The  Purchaser  has  not  utilized  any  fictitious
     --------------------
business names or similar name in the conduct of the Purchaser's  business or in
the utilization of the Purchaser's assets.

     3.16    Employee  Benefit  Plans.   The  Purchaser  does  not  maintain  or
     --------------------------------
contribute  to any  Pension  Plan  or any  Welfare  Plan,  nor is the  Purchaser
presently,  nor has the  Purchaser  been  within  the  last  six  (6)  years,  a
participating  employer  in any  Multiemployer  Plan,  affecting,  in any event,
employees of the Purchaser.

     3.17    Facilities.   The Purchaser's facilities  are (as to physical plant
     ------------------
and structure) structurally sound, and none of the Purchaser's  facilities,  nor
any of the vehicles or other  equipment used by the Purchaser in connection with
its  business,  has any  material  defects  and all of them are in all  material
respects in good operating condition and repair and are adequate for the uses to
which they are  utilized;  none of  Purchaser's  facilities,  vehicles  or other
equipment is in need of  maintenance  or repairs  except for  ordinary,  routine
maintenance  and repairs which are not material in nature or cost. The Purchaser
is not in breach,  violation or default of any lease  affecting the  Purchaser's
assets  with  respect  to, or as a result  of,  which the other  party  (whether
lessor, lessee,  sublessor, or sublessee) thereto has the right to terminate the
same,  and the Purchaser has not received  notice of any claim or assertion that
the Purchaser is or may be in any such breach, violation or default.



                                       16
<PAGE>


     3.18    Accounts Receivable.   All  accounts  receivable of  the  Purchaser
     ---------------------------
represent  transactions  in the ordinary  course of business and are current and
collectible.

     3.19    Inventories.  All Inventories of the Purchaser are of a quality and
     -------------------
quantity  usable and  salable in the  ordinary  course of  business,  except for
obsolete  items  and  items of  below-standard  quality,  all of  which,  in the
aggregate,  are  immaterial in amount.  Items included in such  Inventories  are
specified  on the books and  records  of the  Purchaser  at the lower of cost or
market and, in any event,  at not more than their net  realizable  value,  on an
item by item  basis,  after  appropriate  deduction  for  costs  of  completion,
marketing costs, transportation expense and allocation of all other expenses.

     3.20    Contracts.  The  Purchaser is  not a party  to or  affected  by any
     -----------------
contracts, agreements or understandings,  whether express or implied, written or
verbal; provided,  however, that the Purchaser, may be a party to or affected by
any such contracts,  agreements,  or  understandings  that (1) are terminable on
notice  of less  than  thirty-two  (32)  days  and do not  involve  payments  or
obligations of more than $1,000.00 in any period of thirty-one (31) days or less
(on termination or otherwise);  or (2) involve  aggregate  payment or obligation
remaining  unpaid as of the date of the  Agreement of less than  $5,000.00.  The
Purchaser is not a party to any executory  contract to sell or transfer any part
of any asset or any leasehold  interest in any asset  utilized by the Purchaser.
True and accurate copies of all such leases, and of all amendments, supplements,
extensions and  modifications  thereof,  have  heretofore  been delivered to the
Seller by the Purchaser.

     3.21    Accounts  Payable.  The accounts payable of the Purchaser specified
     -------------------------
on the  Purchaser's  Balance  Sheet do, and those  specified  in the most recent
balance sheet included in the Purchaser's  Unaudited Financial Statements at the
time of the Closing will, be all amounts owed by the Purchaser  regarding  trade
accounts due and other  Payables of the Purchaser,  and the actual  Liability of
the Purchaser with respect of those  obligations is not, and will not be, or any
of such dates, in excess of the amounts so specified on those balance sheets.

     3.22    Labor Matters. There are no activities or controversies, including,
     ---------------------
without  limitation,  any labor  organizing  activities,  election  petitions or
proceedings,  proceedings preparatory thereto, unfair labor practice complaints,
labor  strikes,  disputes,  slowdowns,  or work  stoppages,  pending  or, to the
Knowledge of the Purchaser, threatened, affecting employees of the Purchaser.

     3.23    Insurance.   The Purchaser has insurance policies in full force and
     -----------------
effect insuring the assets of the Purchaser, and such insurance policies provide
for coverages  which are usual and customary in the business of the Purchaser as
to amount  and scope and are  adequate  to protect  the assets of the  Purchaser
against  any   reasonably   foreseeable   risk  of  loss,   including   business
interruption. The Purchaser has not within the past three (3) years received any
notice of cancellation of any insurance policy or agreement affecting the assets
of the Purchaser.

     3.24    Title  to and Utilization  of Real Properties.   The Purchaser owns
     -----------------------------------------------------
fee simple,  insured title to all real property  utilized and has the unfettered
and unconditional  right to use the same, and is not aware of any claim,  notice
or threat to the effect that the Purchaser's  right to own and use such property
is subject in any way to any challenge,  claim, assertion of rights, proceedings
toward  condemnation  or  confiscation,  in whole or in  part,  or is  otherwise
subject to challenge.



                                       17
<PAGE>


     3.25    Full Disclosure.   The documents, certificates, and other  writings
     -----------------------
furnished  or to be  furnished  by or on behalf of the  Purchaser  to the Seller
pursuant to the provisions of this  Agreement,  taken together in the aggregate,
do not and will not contain any untrue  statement of a material fact, or omit to
state any material fact necessary to make the  statements  made, in light of the
circumstances pursuant to which they are made, not misleading.

     3.26    Capitalization; the Subject Stock; Related Matters.  The authorized
     ----------------------------------------------------------
capital stock of the Purchaser  consists of (i)  50,000,000  shares of $.001 par
value  common  stock and (ii)  10,000,000  shares  of $.001 par value  Preferred
Stock.  There is no other capital  stock  authorized  for issuance.  The Subject
Shares,  when  issued,  will be duly,  legally  and  validly  issued and will be
non-assessable.

     3.27    Options, Warrants and  Other Rights and  Agreements  Affecting  the
     ---------------------------------------------------------------------------
Purchaser's  Capital  Stock.   The Purchaser has no  authorized  or  outstanding
---------------------------
options, warrants, calls, subscriptions, rights, convertible securities or other
securities,  as  defined  by  the  provisions  of  the  Securities  Act,  or any
commitments,  agreements, arrangements or understandings of any manner or nature
whatsoever  obligating the Purchaser,  in any such event, to issue shares of the
Purchaser's capital stock or other securities or securities  convertible into or
evidencing  the right to purchase  shares of the  Purchaser's  capital  stock or
other  securities.   Neither  the  Purchaser  nor  any  officer,   director,  or
shareholder  of  the  Purchaser  is a  party  to any  agreement,  understanding,
arrangement  or  commitment,  or obligated by any  provision  which  creates any
rights in any person with respect to the authorization,  issuance,  voting, sale
or transfer of any shares of the Purchaser's capital stock or other securities.

     3.28    Questionable Payments.   Neither the Purchaser,  nor any  director,
     -----------------------------
officer, agent, employee, or other person associated with or acting on behalf of
the Purchaser has, directly or indirectly, used any corporate funds for unlawful
contributions,  gifts,  entertainment,  or other unlawful  expenses  relating to
political activity;  made any unlawful payment to foreign and domestic political
parties or  campaigns,  from  corporate  funds;  violated  any  provision of the
Foreign Corrupt Practices Act of 1977, as amended; established or maintained any
unlawful or unrecorded fund of corporate monies or other assets;  made any false
or fictitious  entry on the books or records of the  Purchaser;  made any bribe,
rebate,  payoff,  influence payment,  kickback, or other unlawful payment; given
any favor or gift which is not deductible  for federal  income tax purposes;  or
made any bribe, or kickback, or other payment of a similar or comparable nature,
whether lawful or not, to any person or Entity,  private, or public,  regardless
of form, whether in money,  property, or services, to obtain favorable services,
to  obtain  favorable  treatment  in  securing  business  or to  obtain  special
concessions,  or to pay for  favorable  treatment  for  business  secured or for
special concessions already obtained.

     3.29    Litigation  and  Claims.   There  is  no  litigation,  arbitration,
     -------------------------------
claim,  governmental or other proceeding (formal or informal),  or investigation
pending or threatened (or any basis therefor known to the Purchaser) against the
Purchaser or any of the Purchaser's businesses, properties, or assets.

     3.30    Bulk  Transfer  Compliance.   The Purchaser is aware, in connection
     ----------------------------------
with the sale by the Seller of the  Acquired  Assets,  the Seller shall not take
any action  necessary or  appropriate  to comply with  applicable  bulk transfer
requirements of the Uniform Commercial Code.

     3.31    SEC Documents.   The Purchaser has filed all reports required to be
     ---------------------
filed by the  Purchaser  pursuant to the  Exchange  Act,  including  pursuant to
Section 13(a) or 15(d) thereof,  ("SEC Documents") on a timely basis or received
a valid  extension  of such time of filing and has filed any such SEC  Documents


                                       18
<PAGE>


prior to the  expiration of any such  extension of time. As of their  respective
dates, the SEC Documents complied in all material respects with the requirements
of the  Exchange  Act and  the  rules  and  regulations  of the SEC  promulgated
pursuant  thereto,  and none of the SEC  Documents,  when filed,  contained  any
untrue statement of material fact or omitted to specify a material fact required
to be specified  therein or necessary in order to make the  information  therein
not misleading.  All material agreements to which the Purchaser is a party or to
which the  property or assets of the  Purchaser  are subject  have been filed as
exhibits to the SEC  Documents,  as required.  The  financial  statements of the
Purchaser  included in the SEC  Documents  comply in all material  respects with
applicable accounting requirements and the rules and regulations of the SEC with
respect  thereto as in effect at the time of filing.  Such financial  statements
have been prepared in accordance with GAAP during the periods  involved,  except
as may be otherwise specified in such financial statements or the notes thereto,
and fairly present,  in all material  respects,  the financial  situation of the
Purchaser as of and for the dates thereof and the results of operations and cash
flows for the periods then ended,  subject, in the case of unaudited statements,
to  normal  year-end  audit  adjustments.   Since  the  date  of  the  financial
statements. included in the Purchaser's last filed Quarterly Report on Form 10-Q
there  has been no  event,  occurrence  or  development  that has had,  or would
reasonable  be expected to have, a material  adverse  effect on the Purchaser or
its  business  that has not been  specifically  disclosed  to the  Seller by the
Purchaser.

     3.32    Investment  Company.   The Purchaser is not, and  is not controlled
     ---------------------------
by or under common control with an affiliate of, an "investment  company" within
the meaning of the Investment Company Act of 1940, as amended.

     3.33    Internal Accounting Controls.   The Purchaser maintains a system of
     ------------------------------------
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with GAAP and to maintain
asset  accountability,  (iii) access to assets is permitted  only in  accordance
with  management's  general or  specific  authorization,  and (iv) the  recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate action is taken with respect to any differences.

     3.34    Private  Offering.   The  Purchaser and  all Persons acting  on its
     -------------------------
behalf have not made, and will not make,  offers or sales of any securities that
might be  integrated  with  issuance  of the  Subject  Shares  and  which  would
disqualify the Purchaser  from relying on that  exemption from the  registration
and  prospectus  delivery  requirements  of the  Securities Act specified by the
provisions of Section 4(2) of the  Securities  Act and Rule 506 of Regulation D.
The issuance by the Purchaser to the Seller of the Subject Shares is exempt from
the  registration  and prospectus  delivery  requirements of the Securities Act.
Neither the  Purchaser,  nor any Person  acting on its behalf,  has  directly or
indirectly  made any  offers  or  sales  in any  security  of the  Purchaser  or
solicited any offers to purchase any  securities  of the  Purchaser  pursuant to
circumstances  that would cause the issuance of the Subject Shares,  pursuant to
this  Agreement,  to be integrated with prior offerings by the Purchaser for the
purposes of the Securities Act.

     3.35    Actions   Since  Balance  Sheet  Date.    Since  the  date  of  the
     ---------------------------------------------
Purchaser's  Balance  Sheet,  the  Purchaser  has taken no action  that would be
prohibited  pursuant to the  provisions  of this  Agreement  (without  the prior
written consent of the Seller, after the date of execution of this Agreement).


                                       19
<PAGE>


                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser as follows:

     4.1     Organization and Qualification.  The  Seller is a  corporation duly
     --------------------------------------
organized,  validly  existing and in good  standing  pursuant to the laws of its
jurisdiction  of  incorporation  and  has  the  requisite  corporate  power  and
authority to conduct its business as that business is now being  conducted.  The
Seller is duly qualified as a foreign corporation to do business, and is in good
standing,  in each  jurisdiction  where the character of the properties owned or
leased by it, or the nature of its activities,  is such that  qualification as a
foreign corporation in that jurisdiction is required by law.

     4.2     Authority Relative to This Agreement.  The Seller has the requisite
     --------------------------------------------
corporate  power and  authority  to perform  its  obligations  specified  by the
provisions of this  Agreement.  The execution and delivery of this Agreement and
the  consummation of the  Transaction  have been duly authorized and approved by
the requisite corporate authority of the Seller and no other corporate action on
the part of the Seller is  necessary  to approve and adopt this  Agreement or to
approve the  consummation of the  Transaction,  except for shareholder  approval
specified elsewhere in this Agreement. The Seller has, and any officer, director
or representative  executing this Agreement for and on behalf of the Seller has,
the legal capacity and authority to enter into and deliver this Agreement.  This
Agreement  is a valid  and  legally  binding  obligation  of the  Seller  and is
enforceable  completely against the Seller in accordance with its terms,  except
as  such  enforceability  may  be  limited  by  general  principles  of  equity,
bankruptcy,  insolvency,  moratorium  and similar  laws  relating to  creditors'
rights generally, and subject to approval of any and all governmental regulatory
agencies and authorities having jurisdiction of the parties to this Agreement or
the Transaction.

     4.3     Absence  of  Breach;  No  Consents.   The  execution, delivery  and
     ------------------------------------------
performance  of  this  Agreement,  and  the  performance  by the  Seller  of its
obligations specified by the provisions of this Agreement (except for compliance
with any regulatory or licensing laws  applicable to the business of the Seller,
all of  which,  and to the  extent  applicable  to and with the  control  of the
Seller,  will be satisfied in all material respects prior to the Closing) do not
(a) conflict  with, and will not result in a breach of, any of the provisions of
the  Certificate of  Incorporation  or Bylaws of the Seller;  (b) contravene any
law, rule or regulation of any state or commonwealth, the United States, (except
for compliance  with  regulatory or licensing  laws, all of which, to the extent
applicable  to and within the control of the Seller,  will be  satisfied  in all
material respects prior to the Closing), or any applicable foreign jurisdiction,
or contravene any order, writ, judgment, injunction,  decree, determination,  or
award affecting or obligating the Seller, in such a manner as to provide a basis
for  enjoining or otherwise  preventing  consummation  of the  Transaction;  (c)
conflict  with or result in a  material  breach of or  default  pursuant  to any
material  indenture or loan or credit agreement or any other material  agreement
or instrument  to which the Seller is a party,  in such a manner as to provide a
basis for enjoining or otherwise preventing consummation of the Transaction;  or
(d) require the authorization,  consent,  approval or license of any third party
of such a nature that the  failure to obtain the same would  provide a basis for
enjoining or otherwise preventing consummation of the Transaction.

     4.4     Investment  Representation.   The  Seller  (i) is  aware  that  the
     ----------------------------------
Subject Shares will be restricted  securities  subject to the provisions of Rule
144 and the limits  regarding the resale of the Subject  Shares,  because of the
nature of the  Transaction;  and (ii) is acquiring  the Subject  Shares  without


                                       20
<PAGE>


Registration  pursuant to the  provisions of the Securities Act in reliance from
the exemption from the registration and prospectus delivery  requirements of the
Securities Act specified by the provisions of Section 4(2) of the Securities Act
and Rule 506 of Regulation D for  investment  and without any intention of sale,
resale,  or other  distribution  of the Subject  Shares in any manner that is in
violation of the Securities Act.

     4.5     Brokers.   No  broker, finder, or investment banker  is entitled to
     ---------------
any  brokerage,  finder's,  or other fee or commission  in connection  with this
Agreement  or  the  Transaction  or  any  related  transaction  based  upon  any
agreements, written or oral, made by or on behalf of the Seller.

     4.6     No Undisclosed Liabilities.  The Seller has no Liabilities relating
     ----------------------------------
to or  affecting  the  Acquired  Assets  which  have not been  disclosed  to the
Purchaser on that schedule  attached to this Agreement  marked  Schedule 4.5 and
the provisions of which, by this reference, are made a part of this Agreement.

     4.7     Taxes.  The  Seller has properly  filed or  caused to  be filed all
     -------------
federal,  state, local, and foreign income and other tax returns,  reports,  and
declarations  that are required by applicable  law to be filed by the Seller and
that relate to or in any way affect the Acquired  Assets,  and has paid, or made
full and adequate provision for the payment of, all federal,  state,  local, and
foreign income and other taxes properly due for the periods contemplated by such
returns, reports, and declarations.

     4.8     Litigation.  No investigation or  review by any governmental agency
     ------------------
with respect to the Acquired  Assets or the use thereof is pending or threatened
nor has any governmental  agency indicated to the Seller an intention to conduct
the same.  There is no action,  litigation or  proceeding  pending or threatened
against or  affecting  the  Acquired  Assets at law or in equity,  or before any
federal, state, municipal, or other governmental department,  commission, board,
bureau, agency, or instrumentality.

     4.9     Employees, Etc.   There are no collective bargaining, bonus, profit
     ----------------------
sharing,   compensation,   or  other  plans,   agreements,   trusts,  funds,  or
arrangements maintained by the Seller for the benefit of its directors, officers
or employees. There are no employment, consulting, severance, or indemnification
arrangements, agreements, or understandings between the Seller, on the one hand,
and any of its  current or former  directors,  officers or other  employees  (or
Affiliates  thereof) on the other hand.  The Seller is not,  and  following  the
Closing will not be,  obligated by any express or implied  contract or agreement
to employ,  directly or as consultant or otherwise,  any person for any specific
period of time or until any specific age.

     4.10    Compliance  With  Laws.   The Acquired  Business  and  each of  the
     ------------------------------
Acquired  Assets is in  substantial  compliance  with all,  and has  received no
notice  of  any  violation  of  any,  laws  or  regulations  applicable  to  its
operations,  including, without limitation, the laws and regulations relevant to
the use or  utilization  of premises,  or with respect to which  compliance is a
condition of engaging in any aspect of the  business of the  Acquired  Business,
and the Acquired Business has all permits,  licenses,  zoning rights,  and other
governmental  authorizations  necessary  to conduct its  business  as  presently
conducted.  All such permits,  licenses,  zoning rights,  and other governmental
authorizations  will,  as  a  part  and  consequence  of  the  Transaction,   be
transferred to the Purchaser at the Closing.

     4.11    Ownership of Assets.   The  Seller has, except as disclosed  in the
     ---------------------------
Acquired Business Disclosure Document,  good, marketable and insurable title, or
valid, effective and continuing leasehold rights in the case of leased property,


                                       21
<PAGE>


to all real property (as to which, in the case of owned property,  such title is
fee  simple)  and all  personal  property  owned or  leased  by the  Seller  and
comprising a part of the Acquired  Assets or the Acquired  Business,  or used by
the Seller in the conduct of the Acquired Business in such a manner as to create
the appearance or reasonable expectation that the same is owned or leased by the
Seller; such ownership is free and clear of all liens, claims,  encumbrances and
charges, except liens for taxes not yet due and minor imperfections of title and
encumbrances, if any, which, singly and in the aggregate, are not substantial in
amount and do not  materially  detract  from the value of the  property  subject
thereto or materially impair the use thereof;  no other person has any ownership
or similar right in, or contractual or other right to acquire any such right in,
any of such assets;  and such ownership will be conveyed to the Purchaser at the
Closing pursuant to the  Transaction.  The Seller does not know of any potential
action by any party,  governmental  or other,  and no  proceedings  with respect
thereto  have been  instituted  of which  the  Seller  has  notice,  that  would
materially affect the Seller's ability to use and to utilize each of such assets
in the  business of the  Acquired  Business.  The Seller has received no notices
from any mortgagee  regarding any leased  properties of the Acquired Business of
the leasehold  interest in which comprises any part of the Acquired Assets.  The
Acquired  Business  Disclosure  Document  specifies  a  detailed  listing of all
Acquired  Business or the leasehold  interest in which comprises any part of the
Acquired Assets. The Acquired Business  Disclosure  Document contains a detailed
listing of all  Acquired  Assets that  consist of (a)  accounts  receivable  (b)
miscellaneous current assets in excess (c) prepaid expenses,  (d) real property,
and (e)  gross  aggregate  additions  for  each of the past  four  (4)  years by
location of (i) buildings and improvements,  (ii) furniture and fixtures,  (iii)
leasehold improvements, and (iv) automobiles and trucks.

     4.12    Condition of Tangible Assets.   All tangible assets included in the
     ------------------------------------
Acquired Assets are in good operating  condition and repair (except for ordinary
wear  and  tear)  and  are in  conformity  in all  material  respects  with  all
applicable  laws,  ordinances,   orders,   regulations  and  other  requirements
(including  applicable  zoning,  environmental,  motor vehicle safety standards,
occupational safety and health laws and regulations)  relating thereto currently
in effect.

     4.13    Trade  Names.    The  Seller  has  not  utilized  any  trade  name,
     --------------------
fictitious  business  name, or other similar name to utilize any of the Acquired
Assets during the ten (10) years preceding the date of this Agreement.

     4.14    Employee Benefit Plans.
     ------------------------------

               (a)  All Pension Plans and Welfare Plans of the Seller  affecting
                    employees  of the  Acquired  Business  or  employees  of the
                    Seller,  have been  administered  in substantial  compliance
                    with their terms, ERISA and, where applicable, the Code. The
                    IRS has issued a favorable determination letter with respect
                    to the  qualification  of each  such  Pension  Plan  and the
                    exemption of any corresponding trust. A copy of the Plan has
                    been furnished to Purchaser,  and nothing has occurred since
                    the date of any such  determination  letter that could cause
                    the   relevant   Pension   Plan  or  trust   to  lose   such
                    qualification or exemption.

               (b)  With respect to each Pension Plan or Welfare Plan  affecting
                    employees  of the  Acquired  Business  or  employees  of the
                    Seller: (i) there is no fact, including, without limitation,
                    any  Reportable  Event,  that exists that would  result in a
                    reason for  termination  of such Plan by the PBGC or for the


                                       22
<PAGE>


                    appointment by the appropriate  United States District Court
                    of a  trustee  to  administer  such  plan,  in each  case as
                    contemplated  by ERISA;  (ii)  neither  the  Seller  nor any
                    fiduciary, trustee or administrator of any such Pension Plan
                    or welfare  Plan,  has engaged in a  Prohibited  Transaction
                    that could  subject  the Seller to any  material  tax or any
                    material  penalty  imposed  by ERISA or the Code;  (iii) the
                    Seller has not incurred  any material  liability to the PBGC
                    (other than for payment of  premiums);  and (iv) there is no
                    material  Accumulated Funding Deficiency with respect to any
                    Pension Plan, whether or not waived.

               (c)  There has been no Plan  Termination that has occurred during
                    the five-year  period  ending on the date of this  Agreement
                    affecting employees of the Acquired Business or employees of
                    the Seller.

               (d)  The Seller has no Knowledge of any liability  being incurred
                    pursuant to Title IV of ERISA by the Seller with  respect to
                    any Pension Plan maintained by a trade or business  (whether
                    or not incorporated)  which is under common control with, or
                    part of a controlled group of corporations with, the Seller,
                    within the meaning of Sections 414(b) or (c) of the Code and
                    affecting employees of the Acquired Business or employees of
                    the Seller.

               (e)  No Welfare Plan affecting employees of the Acquired Business
                    or  employees  of the Seller is funded with a trust or other
                    funding method, other than insurance policies.

               (f)  There  has  occurred  no  Complete   Withdrawal  or  Partial
                    Withdrawal with respect to any  Muliemployer  Plan affecting
                    employees  of the  Acquired  Business  that could  cause the
                    Acquired Business or any part thereof or any of the Acquired
                    Assets to be exposed or subjected to any  liability,  or any
                    lien  or  similar  charge  in  relation  to  any  liability,
                    pursuant to or as a result of ERISA other than to the extent
                    previously  paid  or  fully  provided  for in  the  Seller's
                    Balance  Sheet,  and all payment  required to be made to any
                    such  Plan  by  the  Seller   pursuant  to  any   applicable
                    collective bargaining agreements have been made.

     4.15    Facilities.  The Acquired Facilities are (as to physical  plant and
     ------------------
structure)  structurally sound and none of the Acquired  Facilities,  nor any of
the vehicles or other equipment used by the Acquired Business in connection with
its  business,  has any  material  defects  and all of them are in all  material
respects in good operating condition and repair and are adequate fro the uses to
which they are being put;  none of such Acquired  Facilities,  vehicles or other
equipment is in need of  maintenance or repairs which are not material in nature
or cost.  The  Seller  is not in  breach,  violation  or  default  of any  lease
affecting the Acquired  Business or the Acquired Assets with respect to, or as a
result  of,  which  the other  party  (whether  lessor,  lessee,  sublessor,  or
sublessee)  thereto has the right to terminate the same,  and the Seller has not
received  notice  of any  claim  or  assertion  that it is or may be in any such
breach, violation or default.

     4.16    Accounts Receivable. All accounts receivable of the Seller, whether
     ---------------------------
or not reflected in the Seller's  Balance Sheet,  represent  transactions in the
ordinary course of business, and are current and collectible net of any reserves


                                       23
<PAGE>


shown on such  Balance  Sheet (which  reserves are adequate and were  calculated
consistent  with past  practice).  The  Acquired  Business  Disclosure  Document
specifically  identifies (a) the aging of  Receivables;  (b) each  receivable in
excess of $1,000.00 (c) each  Receivable that is more than 90 days past due; and
(d) each  Receivable  from a Person from whom the aggregate of such  receivables
exceeds $ 1,000.00.

     4.17    Inventories.   All  Inventories  of  the  Seller,  whether  or  not
     -------------------
specified in the Seller's  Balance Sheet,  are of a quality and quantity useable
and salable in the  ordinary  course of business,  except for obsolete  items of
below  standard  quality,  all of which,  in the  aggregate,  are  immaterial in
amount.  Items  included  in such  Inventories  are  carried on the books of the
Seller,  at the lower of cost or market and, in any event,  at not greater  than
their  net  realizable  value,  on an  item  by item  basis,  after  appropriate
deduction for costs of completion,  marketing costs,  transportation expense and
allocation of overhead.

     4.18    Contracts.    Except  as  identified  in   the  Acquired   Business
     -----------------
Disclosure  Document,  the  Acquired  Assets and the  Acquired  Business are not
parties to or affected by any contracts,  agreements or understandings,  whether
express or implied,  written or verbal,  provided,  however,  that the  Acquired
Assets or the  Acquired  Business  may be  parties  to or  affected  by, and the
Acquired  Business  Disclosure  Document need not identify,  any such contracts,
agreements,  or  understandings  that (a) are  terminable on notice of less than
thirty-two  (32) days and do not involve  payments or  obligation of more than $
1,000.00  in any  period  of  thirty-one  (31) days or less (on  termination  or
otherwise);  or (b) involve aggregate payment or obligation  remaining unpaid as
of the date of the  Agreement  of less that $ 1,000.00.  The  Acquired  Business
Disclosure  Document shall,  however,  identify the aggregate  amount of payment
obligations  remaining  unpaid as of the Agreement of all contracts  exempt from
disclosure  by clause (b)  above.  The  Acquired  Business  Disclosure  Document
included  a brief  summary of each such  contract,  agreement  or  understanding
identified therein.  Without in any respect limiting the foregoing, the Acquired
Business  Disclosure Document contains a description of all leases of properties
included in the Acquired Assets or utilized by the Acquired Business,  including
all amendments,  supplements, extensions and modifications thereof, identifying,
inter alia,  the date each such document was executed and its effective  period.
The Seller is not a party to any executory contract to sell or transfer any part
of any  leasehold  interest  included in the Acquired  Assets or utilized by the
Acquired  Business.  True and  accurate  copies of all such  leases,  and of all
amendments,  supplements,  extensions and modifications thereof, have heretofore
been delivered to the Purchaser by the Seller.

     4.19    Accounts Payable.   The  accounts payable specified on the Seller's
     ------------------------
Balance Sheet do, and those  specified in the most recent balance sheet included
in the Unaudited  Financial  Statements  of the Acquired  Business do, and those
specified  on the books of the Seller at the time of the Closing  will,  specify
all  amounts  owed by the  Seller in  respect  of trade  accounts  due and other
Payables of the Acquired  Business or relating to the Acquired  Assets,  and the
actual  Liability of the Seller in respect of such obligations was not, and will
not be, on any of such  dates,  in excess of the  amounts  so  specified  on the
balance sheets or the books of the Acquired Business, as the case may be.

     4.20    Insurance.   The Seller has  insurance  policies in full  force and
     -----------------
effect  insuring  the  Acquired  Assets  and the  Acquired  Business,  and  such
insurance  policies  provide for coverages  which are usual and customary in the
business of the  Acquired  Business as to amount and scope,  and are adequate to
protect the Acquired  Business against any reasonably  foreseeable risk of loss,


                                       24
<PAGE>

including  business  interruption.  The Acquired  Business  Disclosure  Document
identities each of such insurance  policies,  indicating the carrier,  amount of
coverage,  annual  premium,  risks covered,  placing broker or agent,  and other
relevant  information  as to each.  The Seller has not within the past three (3)
years received any notice of cancellation of any insurance  agreement  affecting
the Acquired Assets or the Acquired Business.

     4.21    Title  to and Utilization of Real Properties.   Except as disclosed
     ----------------------------------------------------
in the  Acquired  Business  Disclosure  Document,  the Seller owns fee,  simple,
insured title to all real property  included in the Acquired  Assets and has the
absolute right to use the same, and is not aware of any claim,  notice or threat
to the effect that its right to own and use such  property is subject in any way
to any challenge, claim, assertion or fights, proceedings toward condemnation or
confiscation,  in whole or in part, or is otherwise  subject to challenge.  Each
parcel of real  property the  ownership  of, or leasehold  interest in, which is
included  among the  Acquired  Assets is free of any and all  hazardous  wastes,
toxic  substances,  or other types of  contamination or matters of environmental
concern,  and the  Seller is not  subject  to any  Liability  resulting  from or
related  to  any  such   wastes,   substances,   contaminants,   or  matters  of
environmental concern in connection with any such property.

     4.22    Actions  Since  Balance  Sheet  Date.   Except as  set forth on the
     --------------------------------------------
Acquired Business  Disclosure  Document,  since the date of the Seller's Balance
Sheet, the Seller has taken no actions that would be prohibited  pursuant to the
provisions of this Agreement  (without the prior consent of the Purchaser) after
the date of this Agreement.

     4.23    Full Disclosure.   The documents, certificates, and other  writings
     -----------------------
furnished  or to be  furnished  by or on behalf of the  Seller to the  Purchaser
pursuant to the provisions of this  Agreement,  taken together in the aggregate,
do not and will not contain any untrue  statement of a material fact, or omit to
state any material fact necessary to make the  statements  made, in light of the
circumstances pursuant to which they are made, not misleading.

     4.24    Evaluation of Risks.   The Seller has such Knowledge and experience
     ---------------------------
in business and financial  matters that the Seller is capable of evaluating  the
Purchaser  and the  proposed  activities  thereof,  the risks and  merits of the
acquisition  of the Subject Shares and of making an informed  decision  relating
thereto;  and the  Seller  is not  utilizing  any  other  Person  regarding  the
evaluation of those risks and merits.

     4.25    Questionable  Payments.   Neither  the  Seller,  nor any  director,
     ------------------------------
officer, agent, employee, or other person associated with or acting on behalf of
the Seller has,  directly or indirectly,  used any corporate  funds for unlawful
contributions,  gifts,  entertainment,  or other unlawful  expenses  relating to
political activity;  made any unlawful payment to foreign and domestic political
parties or  campaigns,  from  corporate  funds;  violated  any  provision of the
Foreign Corrupt Practices Act of 1977, as amended; established or maintained any
unlawful or unrecorded fund of corporate monies or other assets;  made any false
or  fictitious  entry on the books or  records  of the  Seller;  made any bribe,
rebate,  payoff,  influence payment,  kickback, or other unlawful payment; given
any favor or gift which is not deductible  for federal  income tax purposes;  or
made any bribe, or kickback, or other payment of a similar or comparable nature,
whether lawful or not, to any person or Entity,  private, or public,  regardless
of form, whether in money,  property, or services, to obtain favorable services,
to  obtain  favorable  treatment  in  securing  business  or to  obtain  special
concessions,  or to pay for  favorable  treatment  for  business  secured or for
special concessions already obtained.


                                       25
<PAGE>


     4.26    Labor  Matters.   The Seller is not a party to  any labor agreement
     ----------------------
with respect to its employees with any labor organization, group or association.
The  Seller  has  not   experienced  any  attempt  by  organized  labor  or  its
representatives  to make the  Seller  conform  to  demands  of  organized  labor
relating to the  Seller's  employees or to enter into a binding  agreement  with
organized labor that would relate to the employees of the Seller.  The Seller is
in material compliance with all applicable laws respecting employment practices,
terms and conditions of employment and wages and hours and is not engaged in any
unfair labor practice which would have a material adverse effect on the Acquired
Assets. There is no unfair labor practice charge or complaint against the Seller
pending  before the National  Labor  Relations  Board or any other  Governmental
Entity resulting from the Seller's  activities,  and the Seller has no Knowledge
of any facts or  information  which would give rise  thereto;  there is no labor
strike or labor disturbance  pending or, to the Seller's  Knowledge,  threatened
against the Seller nor is any grievance currently being asserted; and the Seller
has not experienced a work stoppage or other labor difficulty.

     4.27    No Other Agreements Regarding the Acquired Business or the Acquired
     ---------------------------------------------------------------------------
Assets. The Seller does not have any legal or equitable obligation,  absolute or
------
contingent,  to any other  person to sell the  Acquired  Business  or any of the
Acquired Assets, or to enter into any agreement with respect thereto.

     4.28    Compliance  With  Legislation  Regulating   Environmental  Quality.
     --------------------------------------------------------------------------
To the Seller's Knowledge, there are no toxic wastes or other toxic or hazardous
substances  or  materials  being  stored or  otherwise  held in or on any of the
Seller's  facilities,  or which  have  migrated  from the  Seller's  facilities,
whether  contained in ambient air, surface water,  groundwater,  land surface or
subsurface strata. To the Seller's Knowledge,  the Seller's facilities have been
maintained   in  material   compliance   with  all  federal,   state  and  local
environmental  protection,  occupational,  health and  safety or  similar  laws,
ordinances,   restrictions,   licenses,  and  local  environmental   protection,
occupational,  health  and  safety or  similar  laws  ordinances,  restrictions,
licenses  and  regulations,  including,  but not limited  to, the Federal  Water
Pollution Control Act, Resource Conservation & Recovery Act, Safe Drinking Water
Act, Toxic Substances  Control Act, Clean Air Act,  Comprehensive  Environmental
Response, Compensation and Liability Act ("CERCLA"), and similar state laws. The
Seller has not  disposed or arranged  (by  contract,  agreement  or  otherwise),
within the  meaning of Section  107(a)(3)  of CERCLA,  for the  disposal  of any
material or substance  that was  generated or used by the Seller at any off-site
location  that has been or is listed or proposed  for  inclusion on the National
Priority  List  promulgated  pursuant to CERCLA or any list  promulgated  by any
Governmental  Entity for the purpose of identifying sites which pose an imminent
danger to health and safety.  The Seller has delivered to the Purchaser true and
complete  copies of all  environmental  studies,  reports and  analyses  made or
prepared, in the last five (5) years relating to Acquired Assets.

     4.29    Financial Statements.   The  Seller has heretofore delivered to the
     ----------------------------
Purchaser the Unaudited Financial Statements of the Acquired Business.

     All of the historical financial statements contained in such documents were
prepared  from the books and  records of the  Seller.  The  Unaudited  Financial
Statements of the Acquired  Business were prepared in accordance  with GAAP, and
fairly and accurately present the financial position and condition of the Seller
as at the dates and for the periods  indicated,  subject to normal  adjustments,
none of which will be material.  Without limiting the foregoing,  at the date of
the  Seller's  Balance  Sheet the Seller  owned each of the assets  included  in
preparation of the Seller's  Balance Sheet,  and the valuation of such assets in
the Seller's  Balance  Sheet is not more than their fair  saleable  value (on an


                                       26
<PAGE>


item by item basis) at that date;  and the Seller had no  Liabilities  for which
the  Acquired  Business  or any  part of the  Seller's  Balance  Sheet,  nor any
Liabilities  in  amounts  in  excess  of the  amounts  included  for them in the
Seller's Balance Sheet. From the date of this Agreement through the Closing Date
the Seller  will  continue  to prepare  financial  statements  for the  Acquired
Business  on the same  basis  that it has  done so in the  past,  will  promptly
deliver the same to the Purchaser,  and agrees that from and after such delivery
the foregoing  representations will be applicable to each financial statement so
prepared and delivered.

     4.30    Absence  of Material Differences  From Disclosure Document.  Except
     ------------------------------------------------------------------
as specifically disclosed in the Acquired Business Disclosure Document:

     4.31    No Undisclosed Liabilities.  The Seller has no Liabilities relating
     ----------------------------------
to or  affecting  the  Acquired  Business or the  Acquired  Assets which are not
adequately  specified or reserved against on the Seller's Balance Sheet,  except
Liabilities  incurred  since  the  date of the  Seller's  Balance  Sheet  in the
ordinary  course of business of the Acquired  Business and consistent  with past
practice.  Without  limiting the  foregoing,  (a) there are no unpaid  leasehold
improvements at any of the Acquired  Facilities for which the Acquired  Business
is or will be responsible, and (b) there are no deferred rents due to lessors at
or  with  respect  to any of such  Acquired  Facilities,  and  (c) the  Acquired
Business Disclosure Document sets forth, as a part thereof, each Liability of or
affecting the Acquired Business or the Acquired Assets.

     4.32    No  Material Adverse  Change, etc.   Since the date of the Seller's
     -----------------------------------------
Balance Sheet, other than as contemplated or caused by this Agreement, there has
not been (a) any material adverse change in the business,  condition  (financial
or  otherwise),  operations,  or  prospects of the  Acquired  Business;  (b) any
damage,  destruction  or loss,  whether  covered by insurance  or not,  having a
material  adverse  effect on the business,  condition  (financial or otherwise),
operations or prospects of the Acquired Business, or adversely affecting the the
Acquired Assets;  (c) any entry into or termination of any material  commitment,
contract,  agreement  or  transaction  affecting  the  Acquired  Business or the
Acquired  Assets  (including,  without  limitation,  any  material  borrowing or
capital  expenditure  or sale or  other  disposition  of any  material  asset or
assets) other than this Agreement and agreements executed in the ordinary course
of business;  (d) any redemption,  repurchase or other  acquisition for value of
the  capital  stock of any  corporation  included in the  Acquired  Assets or of
securities  convertible  into or rights to acquire any such capital stock or any
dividend or distribution  declared, set aside or paid on any such capital stock;
(e) any  transfer  of or  right  granted  under  any  material  lease,  license,
agreement,  patent,  trademark,  trade  name or  copyright  included  among  the
Acquired Assets;  (f) any sale or other disposition of any asset of the Acquired
Business, or any mortgage, pledge or imposition of any lien or other encumbrance
on any asset of the Acquired Business or of any agreement relating to any of the
foregoing;  or (g) any  default  or breach  in any  material  respect  under any
contract,  license or permit held by or for or affecting the Acquired  Business.
Since the date of the  Seller's  Balance  Sheet,  the Seller has  conducted  the
Acquired  Business only in the ordinary and usual course,  and, without limiting
the foregoing,  no changes have been made in (a) executive compensation amounts,
or (b) the  manner  in  which  other  employees  of the  Acquired  Business,  or
employees  whose  principal  duties  related  to the  Acquired  Business  or the
Acquired Assets, are compensated,  or (c) supplemental  benefits provided to any
such  executives or other  employees,  or (d)  inventory  levels of the Acquired
Business in relation to sales levels,  except, in any such case, in the ordinary
course of business  and, in any even,  without  material  adverse  effect on the
business,  condition (financial or otherwise),  operations,  or prospects of the
Acquired Business.


                                       27
<PAGE>


     4.33    Proprietary   Rights.   The  Seller  possesses  full  and  complete
     ----------------------------
ownership of, or adequate and enforceable  long-term licenses or other rights to
use (without  payment),  all Proprietary Rights used in the Acquired Business or
utilized  in  conjunction  with the  Acquired  Assets,  and all such  ownership,
license or other  rights  shall be  conveyed  to the  Purchaser  at the  Closing
pursuant to the Transaction;  the Seller has not received any notice of conflict
which asserts the rights of others with respect  thereto;  and the Seller has in
all material respects performed all of the obligations  required to be performed
by it, and is not in default in any material respect,  pursuant to any agreement
relating to any such Property Right.

     4.34    Evaluation  of  Risks.   At  the time  the Seller  was offered  the
     -----------------------------
Subject  Shares and at the Closing  Date,  the Seller,  either alone or together
with its representatives,  had and will have such knowledge,  sophistication and
experience in business and  financial  matters so as to be capable of evaluating
the merits and risks of the  prospective  acquisition  of the Subject Shares and
had and will have so  evaluated  the merits and risks of such  acquisition.  The
Seller has the  authority  and is duly and legally  qualified to acquire and own
the Subject Shares.

     4.35    Acknowledgment  of  Certain  Risks.   The  Seller  understands  and
     ------------------------------------------
acknowledges  that the  Seller's  acquisition  of the  Subject  Shares  involves
significant and numerous risks.

     4.36    Recent  Operations.   The Seller  understands and acknowledges that
     --------------------------
the  Purchaser  has commenced  operations  quite  recently and has no history of
operations  upon which the Seller can make an evaluation of the  acquisition  of
the Subject Shares.

     4.37    No  Approval  by  Regulatory  Agency.   The Seller is aware that no
     --------------------------------------------
federal  or state  agency has  approved  or made any  finding  or  determination
regarding the fairness or adequacy of the  acquisition  of the Subject Shares or
any recommendation or endorsement of the Subject Shares.

     4.38    Opportunity  Regarding Review  and Inspection.   The Seller has had
     -----------------------------------------------------
the opportunity to make such  inspections as the Seller has deemed  necessary or
appropriate to complete the Seller's acquisition of the Subject Shares.

     4.39    No Advertisement or Solicitation.  The Seller has not received from
     ----------------------------------------
the Purchaser or any Person  acting on behalf of the Purchase any  advertisement
or general  solicitation  in  connection  with the Seller's  acquisition  of the
Subject Shares.

     4.40    Conflict of Interest and Consent to Multiple  Representation.   The
     --------------------------------------------------------------------
Purchaser  and the Seller  have both  requested  that  Stepp Law Group  ("Firm")
represent  both  parties  in  connection  with  the  Transactions.  The Firm has
represented,  and continues to represent, both Purchaser and Seller in regard to
certain  transactional  and securities  matters.  The  relationship  between the
parties and the multiple representation of the parties by the Firm in connection
with the Transaction may result in the  representation  of adverse  interests by
the  Firm  firm  regarding   representation  of  both  of  the  parties  to  the
Transaction. Accordingly, the Firm has diclosed to both Purchaser and Seller, in
writing,  the existing  and  potential  conflicts  of interest  inherent in such
multiple representation.  This Agreement constitutes a written acknowledgment by
Purchaser  and Seller,  jointly and  severally,  that the Firm has informed both
parties,  in  writing,  of those  conflicts  of interest  and,  by signing  this
Agreement, the Seller provides written consent to the multiple representation by
the Firm of the parties in connection with the Transaction.


                                    ARTICLE V
                           COVENANTS OF THE PURCHASER
                           --------------------------

     5.1     Affirmative Covenants.  From the date of this Agreement through the
     -----------------------------
Closing Date, the Purchaser will take every action reasonably  required of it in
order to satisfy  the  conditions  to Closing  set forth in this  Agreement  and


                                       28
<PAGE>

otherwise to ensure the prompt and  expedient  consummation  of the  Transaction
substantially  as contemplated by this Agreement,  and will exert all reasonable
efforts to cause the Transaction to be consummated;  provided,  however,  in all
instances  that  the  representations  and  warranties  of the  Seller  in  this
Agreement are and remain true and accurate and the  covenants and  agreements of
the  Seller in this  Agreement  are  performed  and that the  conditions  to the
obligations  of the Purchaser  set forth in this  Agreement are capable of being
performed.

     5.2     Cooperation.  The Purchaser shall cooperate with the Seller and its
     -------------------
counsel,  accountants  and agents in every way in closing and  consummating  the
Transaction,  and in delivering all documents and instruments  deemed reasonably
necessary or useful by counsel to the Seller.

     5.3     Expenses.   Whether  or  not  the  Transaction  is consummated, all
     ----------------
costs and expenses  incurred by the Purchaser in connection  with this Agreement
and the Transaction shall be paid by the Purchaser.

     5.4     Publicity.   Prior to the Closing any  written news releases by the
     -----------------
Purchaser  pertaining to this Agreement or the Transaction shall be submitted to
the Seller for review and approval prior to release by the Purchaser,  and shall
be released only in a form approved by the Seller;  provided,  however, that (1)
such  approval  shall not be  unreasonably  withheld,  and (2) such  review  and
approval shall not be required of releases by the Purchaser, if prior review and
approval  would  prevent  the timely  and  accurate  dissemination  of such news
release as required to comply,  in the judgment of counsel,  with any applicable
law, rule or policy.

     5.5     Access and Information.   The Purchaser shall provide to the Seller
     ------------------------------
and to the Seller's accountants,  counsel, and other representatives  reasonable
access during normal  business hours  throughout the period prior to the Closing
to all of the Purchaser's  properties,  books, contracts,  commitments,  records
(including,  but not limited to, tax  returns),  and  personnel  relating to the
Purchaser and, during such period,  the Purchaser shall furnish  promptly to the
Seller (1) all written communications relating to the business of the Purchaser,
(2)  internal  monthly  financial  statements  of  the  Purchaser  when  and  as
available,  and  (3) all  other  information  relating  to the  business  of the
Purchaser as the Seller may reasonably request, but no investigation pursuant to
this Section 5.5 shall affect any representations or warranties of the Purchaser
or  the  conditions  to  the   obligations  of  the  Seller  to  consummate  the
Transaction. In the event of the termination of this Agreement, the Seller will,
and will cause its  representatives  to, deliver to the Purchaser or destroy all
documents,  work papers, and other material, and all copies thereof, obtained by
the Seller or on its behalf from the Purchaser as a result of this  Agreement or
in  connection  herewith,  whether  so  obtained  before or after the  execution
hereof, and will hold in confidence all information received from the Purchaser,
whether or not such  information  has been  designated  as  confidential  by the
Purchaser in writing or by appropriate and obvious notation, and the Seller will
not use any such information,  except in connection with the Transaction,  until
such time as such information is otherwise  publicly  available.  Seller and its
representatives shall assert their rights pursuant to this Section 5.5 in such a
manner as to minimize interference with the business of the Purchaser.

     5.6     Conduct of Business  Pending Closing of the Transaction.   Prior to
     ---------------------------------------------------------------
the  consummation  of the  Transaction  or the  termination  of  this  Agreement
pursuant to its terms,  unless the Seller  shall  otherwise  consent in writing,
which  consent  shall not be  unreasonably  withheld or  delayed,  and except as
otherwise contemplated by this Agreement, the Purchaser will comply with each of
the following:


                                       29
<PAGE>


     (1)  The business of the Purchaser  will be conducted  only in the ordinary
          and usual  course,  the  Purchaser  shall  keep  intact  the  business
          organization  and goodwill of the  Purchaser  and its  business,  keep
          available  the services of the employees of the Purchaser and maintain
          good relationships with suppliers,  lenders, creditors,  distributors,
          employees,   customers  and  others   having   business  or  financial
          relationships with the Purchaser,  and the Purchaser shall immediately
          notify the Seller of any event or occurrence or emergency material to,
          and  not  in the  ordinary  and  usual  course  of  business  of,  the
          Purchaser.

     (2)  The Purchaser will continue properly and promptly to file when due all
          federal,  state, local,  foreign, and other tax returns,  reports, and
          declarations  required  to be filed by it, and will pay,  or make full
          and adequate  provision for the payment of, all taxes and governmental
          charges due from or payable by it.

     (3)  The Purchaser will comply with all laws and regulations  applicable to
          the operations of the Purchaser.

     (4)  The  Purchaser  will maintain in complete  force and effect  insurance
          coverage  relating to its  business of a type and amount  customary in
          the  business of the  Purchaser  (but not less than that  presently in
          effect).

     5.7     Updating of Exhibits and Schedules.  The Purchaser shall notify the
     ------------------------------------------
Seller of any  changes,  additions  or events  which may cause any  change in or
addition to any  schedules or exhibits  delivered by the  Purchaser  pursuant to
this Agreement,  promptly after the occurrence of the same and at the Closing by
the delivery of updates of all such schedules and exhibits. No notification made
pursuant  to  this   section   shall  be  deemed  to  cure  any  breach  of  any
representation   or  warranty  made  in  this   Agreement,   unless  the  Seller
specifically  agrees  thereto in  writing,  nor shall any such  notification  be
considered  to  constitute  or result in a waiver by the Seller of any condition
set forth in this Agreement.

     5.8     Issuance and delivery of the  Consideration.   On  the Closing, the
     ---------------------------------------------------
Purchaser  shall  issue or  cause  to be  issued  to the  Seller  a  certificate
evidencing the Subject Shares.

     5.9     Notice  of   Changes.    Until  the  Closing,  the  Purchaser  will
     ----------------------------
immediately  inform the Seller,  in a detailed  written  notice,  of any fact or
occurrence  or any  pending  or  threatened  occurrence  of which the  Purchaser
obtains  Knowledge and which (if existing and known at the time of the execution
of this  Agreement) or at the time of closing (a) would have been required to be
set forth or  disclosed  in or  pursuant  to this  Agreement  or an  exhibit  or
schedule  hereto,  (b) would  make the  performance  by the Seller of a covenant
specified in this Agreement impossible or make that performance  materially more
difficult  that in the absence of that fact or  occurrence,  or (c) (if existing
and known at the time of the  Closing)  would cause a condition  to the Seller's
obligations pursuant to this Agreement not to be satisfied completely.

     5.10    Brokerage  Fees.  If any  person  shall assert against the Seller a
     -----------------------
claim to a fee, commission, or other compensation because of alleged performance
of services as a broker or finder of the Purchaser,  in connection  with or as a
result  of the  Transaction  the  Purchaser  shall  (subject  to next  sentence)
indemnify and hold the Seller harmless against any and all losses,  liabilities,
claims,  damages,  and expenses  whatsoever as and when incurred resulting from,
based upon or in  connection  with such claim by such person,  and the Purchaser


                                       30
<PAGE>


shall,  at its  expense,  defend,  any and all  lawsuits,  actions,  proceedings
(formal or informal), or investigations involving the claim that may at any time
be brought  against the Seller and satisfy  promptly any  settlement or judgment
arising  therefrom;  but,  if the  Purchaser  fails to defend any such  lawsuit,
action,  proceeding, or investigation in a timely manner, the Seller, shall have
the right to defend  and  settle  the same and pay any  judgment  or  settlement
pertaining  thereto,  as it may  reasonably  deem  appropriate,  at the  cost of
Purchaser.  If, however,  it is ultimately  determined in any suit,  action,  or
proceeding (in which the Seller was provided the opportunity to have its counsel
participate  in the defense)  the Seller was the sole  employer of the broker or
finder, or services were performed solely for Seller, the Purchaser shall not be
responsible  pursuant  to this  Section  5.10 and amounts  therefor  paid by the
Purchaser pursuant to this Section 5.10 shall be reimbursed by the Seller.

     5.11    Changes in Members of Board of Directors.  On the Closing Date, as
     ------------------------------------------------
the only member of the Board of Directors of the Purchaser,  shall appoint those
persons as members of the Board of Directors of the  Purchaser as  designated by
the Seller.

     5.12    Registration Rights Agreements.  On or before the Closing Date, the
     --------------------------------------
Purchaser shall enter into and execute with the Seller the  Registration  Rights
Agreement. The Purchaser shall perform each and every obligation to be performed
by the Purchaser pursuant to the Registration Rights Agreement.

     5.13    Stop  Transfer Orders;  Suspension of Qualification.  The Purchaser
     -----------------------------------------------------------
shall not make any notation on its records or give  instructions to any transfer
agent of the Purchaser  which enlarge the  restrictions  of transfer  imposed by
law. The Purchaser will advise the Seller, promptly after the Purchaser receives
notice of  issuance by the SEC,  any state  securities  commission  or any other
regulatory  authority of any stop order or of any order preventing or suspending
the use of any offering of any securities of the Purchaser, or of the suspension
of the  qualification  of the  Subject  Securities  for  offering or sale in any
jurisdiction, or the initiation of any proceeding for any such purpose.

     5.14    Furnishing  of  Information.   The Purchaser  shall file timely (or
     -----------------------------------
obtain  extensions in respect  thereof and file within the applicable  extension
period) all reports  required to be filed by the Purchaser after the (i) date of
this  Agreement  and (ii) Closing Date pursuant to Section 13(a) or 15(d) of the
Exchange act and to furnish the Seller promptly with true and complete copies of
all such reports. Upon the request of any Person, the Purchaser shall deliver to
such  Person  a  written  certification  of a  duly  authorized  officer  of the
Purchaser as to whether the Purchaser has complied with such requirements.

     5.15    Form  D;  Blue  Sky  Laws.   The Purchaser shall file a Form D with
     ---------------------------------
respect to the  Subject  Shares as  required  pursuant  to  Regulation  D and to
provide a copy thereof to the Seller  promptly after such filing.  The Purchaser
shall,  on or before the Closing Date,  take such action as the Purchaser  shall
reasonably  determine is necessary to qualify the Subject  Shares for, or obtain
exemption  for the  Subject  Shares  for,  issuance to the Seller at the Closing
pursuant to this Agreement pursuant to applicable  securities or "Blue Sky" laws
of the states of the United States,  and shall provide to the Seller evidence of
any such action so taken on or prior to the Closing Date.  The  Purchaser  shall
make all  filings  and  reports  relating  to the offer and sale of the  Subject
Shares  required  pursuant to  applicable  securities  or "Blue Sky" laws of the
states of the United States following the Closing Date.

     5.16    Integration.  The  Purchaser  shall  not  sell,  offer for  sale or
     -------------------
solicit offers to purchase or otherwise negotiate in respect of any security (as
defined in Section 2 of the  Securities  Act) that would be integrated  with the
issuance of the Subject  Shares in a manner that would require the  registration
pursuant  to the  Securities  Act of the  issuance  of any or all of the Subject
Shares to the Seller.

     5.17    Conflict of Interest and Consent to  Multiple  Representation.  The
     ---------------------------------------------------------------------
Purchaser  and the Seller  have both  requested  that  Stepp Law Group  ("Firm")
represent  both  parties  in  connection  with  the  Transaction.  The  Firm has
represented,  and continues to represent, both Purchaser and Seller in regard to


                                       31
<PAGE>


certain  transactional  and securities  matters.  The  relationship  between the
parties and the multiple representation of the parties by the Firm in connection
with the Transaction may result in the  representation  of adverse  interests by
the  Firm  firm  regarding   representation  of  both  of  the  parties  to  the
Transaction. Accordingly, the Firm has diclosed to both Purchaser and Seller, in
writing,  the existing  and  potential  conflicts  of interest  inherent in such
multiple representation.  This Agreement constitutes a written acknowledgment by
Purchaser  and Seller,  jointly and  severally,  that the Firm has informed both
parties,  in  writing,  of those  conflicts  of interest  and,  by signing  this
Agreement, the Purchaser provides written consent to the multiple representation
by the Firm of the parties in connection with the Transaction.


                                   ARTICLE VI
                             COVENANTS OF THE SELLER
                             -----------------------

     6.1     Affirmative  Covenants.   From the date  hereof through the Closing
     ------------------------------
Date, the Seller will take every action reasonably required of it to satisfy the
conditions  to Closing set forth in this  Agreement  and otherwise to ensure the
prompt  and  expedient   consummation  of  the  Transaction   substantially   as
contemplated  hereby,  and will  exert  all  reasonable  efforts  to  cause  the
Transaction  to be  consummated;  provided,  however,  in all instances that the
representations and warranties of the Purchaser in this Agreement are and remain
true and accurate and that the covenants and agreements of the Purchaser in this
Agreement are correct and that the  conditions to the  obligations of the Seller
set forth in this Agreement are capable of satisfaction.

     6.2     Dissolution and  Liquidation of the Seller.   After the Closing and
     --------------------------------------------------
at the  Seller's  expense,  the  Seller  shall  take  all  action  necessary  or
appropriate  for the prompt  distribution  of the Subject Shares to the Seller's
shareholders.

     6.3     Access  and Information.  The Seller shall provide to the Purchaser
     -------------------------------
and  to  the  Purchaser's   accountants,   counsel,  and  other  representatives
reasonable  access during normal  business hours  throughout the period prior to
the Closing to all of the Seller's properties,  books,  contracts,  commitments,
records (including,  but not limited to, tax returns), and personnel relating to
the Acquired Assets and, during such period,  the Seller shall furnish  promptly
to the Purchaser (1) all written communications relating to the Acquired Assets,
and (2) all other  information  relating to the Acquired Assets as the Purchaser
may reasonably request, but no investigation  pursuant to this Section 6.3 shall
affect any representations or warranties of the Seller, or the conditions to the
obligations of the Purchaser to consummate the Transaction.  In the event of the
termination  of  this  Agreement,   the  Purchaser  will,  and  will  cause  its
representatives to, deliver to the Seller or destroy all documents, work papers,
and other material, and all copies thereof,  obtained by the Purchaser or on its
behalf from the Seller as a result of this Agreement or in connection  herewith,
whether  so  obtained  before or after the  execution  hereof,  and will hold in
confidence  all  information  received  from  the  Seller,  whether  or not such
information  has  been  designated  as  such  by the  Seller  in  writing  or by
appropriate  and  obvious  notation,  and the  Purchaser  will  not use any such
information,  except in connection with the Transaction, until such time as such
information, is otherwise publicly available.  Purchaser and its representatives
shall  assert  their  rights  pursuant to this  Section 6.3 in such manner as to
minimize interference with the business of the Seller.


                                       32
<PAGE>


     6.4     No Solicitation.  The Seller and those persons and Entities  acting
     -----------------------
on behalf of the Seller will not,  and the Seller  will use its best  efforts to
cause its  employees,  agents,  and  representatives  (including  any investment
banker) not,  directly or  indirectly,  to solicit,  encourage,  or initiate any
discussions   with,  or  negotiate  or  otherwise  deal  with,  or  provide  any
information  to, any person or Entity other than the Purchaser and its officers,
employees,  and agents,  relating to the Acquired Assets. The Seller will notify
the  Purchaser  immediately  upon  receipt  of any  inquiry,  offer or  proposal
relating to any of the foregoing. None of the foregoing shall prohibit providing
information  to others in a manner in keeping with the  ordinary  conduct of the
Seller's business, or providing information to government authorities.

     6.5     Conduct of Business Pending Closing of the Transaction.   Prior to
     --------------------------------------------------------------
the  consummation  of the  Transaction  or the  termination  of  this  Agreement
pursuant to its terms,  unless the Purchaser shall otherwise consent in writing,
which  consent  shall not be  unreasonably  withheld or  delayed,  and except as
otherwise  contemplated by this  Agreement,  the Seller will comply with each of
the following:

     (1)  The Seller's business will be conducted only in the ordinary and usual
          course,  the Seller  shall keep intact the business  organization  and
          goodwill of the Seller and the Seller's  business,  keep available the
          services  of  the   employees   of  the  Seller  and   maintain   good
          relationships  with  suppliers,   lenders,  creditors,   distributors,
          employees,   customers  and  others   having   business  or  financial
          relationships  with  the  Seller's  business,  and  the  Seller  shall
          immediately notify the Purchaser of any event or occurrence  affecting
          the Acquired Assets.

     (2)  The  Seller  shall  not  create,  incur or  assume  any  long-term  or
          short-term  indebtedness  for  money  borrowed  or  make  any  capital
          expenditures or commitment affecting any of the Acquired Assets.

     (3)  The Seller shall not sell,  lease,  mortgage,  encumber,  or otherwise
          dispose of or grant any interest in any of the Acquired Assets.

     (4)  The Seller shall not enter into any contract,  agreement,  commitment,
          or understanding relating to or affecting the Acquired Assets.

     (5)  The  Seller  shall  not  enter  into  any  agreement,  commitment,  or
          understanding, whether in writing or otherwise, with respect to any of
          the matters referred to in subparagraphs (1) through (4) above.

     (6)  The Seller will  continue  properly  and promptly to file when due all
          federal,  state, local,  foreign, and other tax returns,  reports, and
          declarations  required  to be filed  by it  relating  to the  Acquired
          Assets,  and will pay,  or make full and  adequate  provision  for the
          payment of, all taxes and governmental  charges due from or payable by
          the Seller relating to the Acquired Assets.

     (7)  The Seller will comply with all laws and regulations applicable to the
          operations  of  the  Seller's  business  and  the  utilization  of the
          Acquired Assets.

     (8)  The Seller will maintain in full force and effect  insurance  coverage
          relating to the Acquired  Assets (but not less than that  presently in
          effect).


                                       33
<PAGE>


     6.6     Cooperation.   The Seller will cooperate with the Purchaser and its
     -------------------
counsel,  accountants,  and agents in every way in consummating  and closing the
Transaction  and in delivering all documents and instruments  deemed  reasonably
necessary or useful by the Purchaser.

     6.7     Expenses.   Whether  or not  the  Transaction  is consummated,  all
     ----------------
costs and expenses  incurred by the Seller in connection with this Agreement and
the Transaction shall be paid by the Seller.

     6.8     Publicity.  Prior  to the Closing any  written news releases by the
     -----------------
Seller pertaining to this Agreement or the Transaction shall be submitted to the
Purchaser for review and approval  prior to release by the Seller,  and shall be
released only in a form approved by the Purchaser;  provided,  however, that (1)
such  approval  shall not be  unreasonably  withheld,  and (2) such  review  and
approval  shall not be required of releases by the Seller,  if prior  review and
approval  would  prevent  the timely  and  accurate  dissemination  of such news
release as required to comply,  in the judgment of counsel,  with any applicable
law, rule or policy.

     6.9     Updating  of Exhibits  and Disclosure  Documents.  The Seller shall
     --------------------------------------------------------
notify the  Purchaser of any changes,  additions,  or events which may cause any
change in or  addition to any  schedules  or  exhibits  delivered  by the Seller
pursuant to this  Agreement  promptly after the occurrence of the same and again
at the Closing by  delivery of  appropriate  updates to all such  schedules  and
exhibits.  No such notification made pursuant to this section shall be deemed to
cure any breach of any representation or warranty made in this Agreement, unless
the  Purchaser  specifically  agrees  thereto  in  writing,  nor  shall any such
notification  be considered to constitute or result in a waiver by the Purchaser
of any condition set forth in this Agreement.

     6.10    Payment  of  Unassumed  Liabilities.  The Seller agrees promptly to
     -------------------------------------------
pay when  due,  or  otherwise  to  discharge,  without  cost or  expense  to the
Purchaser, each and every unassumed Liability of the Seller.

     6.11    Notice of Changes.  Until the Closing, the Seller will  immediately
     -------------------------
inform the Purchaser, in a detailed written notice, of any fact or occurrence or
any pending or threatened  occurrence of which the Seller obtains  Knowledge and
which (a) (if existing and known at the time of the execution of this Agreement)
would have been  required  to be set forth or  disclosed  in or pursuant to this
Agreement  or an exhibit or schedule  hereto,  (b) (if existing and known at any
time prior to or at the Closing) would make the  performance by the Purchaser of
a covenant  specified  in this  Agreement  impossible  or make that  performance
materially more difficult that in the absence of that fact or occurrence, or (c)
(if existing  and known at the time of the  Closing)  would cause a condition to
the  Purchaser's  obligations  pursuant  to  this  Agreement  not  to  be  fully
satisfied.

     6.12    Consents Without Any Condition.   The  Seller  shall  not  make any
     --------------------------------------
agreement or enter into any  understanding  not approved in writing by Purchaser
as a condition  for  obtaining  any  consent,  authorization,  approval,  order,
license, certificate, or permit required or contemplated by this Agreement.

     6.13    Brokerage Fees.  If any person shall assert against the Purchaser a
     ----------------------
claim  to a fee,  commission,  or  other  compensation  on  account  of  alleged
performance of services as a broker of finder, in connection with or as a result
of the  Transaction,  the Seller shall (subject to next sentence)  indemnify and


                                       34
<PAGE>


hold the Purchaser  harmless  against any and all losses,  liabilities,  claims,
damages, and expenses whatsoever as and when incurred resulting from, based upon
or in connection  with such claim by such person,  and the Seller shall,  at its
expense,  defend,  any  and  all  lawsuits,  actions,   proceedings  (formal  or
informal), or investigations involving the claim that may at any time be brought
against the Seller and  satisfy  promptly  any  settlement  or judgment  arising
therefrom;  but,  if the  Seller  fails  to  defend  any such  lawsuit,  action,
proceeding,  or investigation  in a timely manner,  the Purchaser shall have the
right  to  defend  and  settle  the  same  and pay any  judgment  or  settlement
pertaining  thereto,  as the Purchaser may reasonably deem  appropriate,  at the
cost of the  Seller.  If,  however,  it is  ultimately  determined  in any suit,
action,  or proceeding  (in which the Purchaser was provided the  opportunity to
have  its  counsel  participate  in the  defense)  the  Purchaser,  was the sole
employer of the broker or finder,  or  services  were  performed  solely for the
Purchaser, the Seller shall not be responsible pursuant to this Section 6.13 and
amounts  therefor  paid by the  Seller  because  of this  Section  6.13 shall be
reimbursed by the Purchaser.

     6.14    Consent  of  Shareholders.    As  soon  as  practicable  after  the
     ---------------------------------
execution of this Agreement,  Seller shall commence activities towards obtaining
the  approval  of the  Transaction  by the  holders of the  majority in interest
(fifty one percent  (51%) or more) of the issued and  outstanding  shares of the
$.001 par value  common stock of the Seller,  which  approval may be obtained in
any  manner  consistent  with  the  General  Corporation  Law  of the  State  of
California.

     6.15    Transfer  Restrictions.  If the  Seller should decide to dispose of
     ------------------------------
any of the Subject Shares,  the Seller  understands and agrees that it may do so
only pursuant to an effective  registration statement pursuant to the Securities
Act (such as the SB-2) of the  Purchaser or pursuant to an  available  exemption
from the  registration  and prospectus  delivery  requirements of the Securities
Act. In connection  with any transfer of any Subject  Shares other than pursuant
to an effective registration statement filed by the Purchaser, the Purchaser may
require the transferor  thereof to provide to the Purchaser a written opinion of
counsel,   the  form  and   substance  of  which  opinion  shall  be  reasonably
satisfactory to the Purchaser, to the effect that such transfer does not require
registration  of such  transferred  securities  pursuant to the Securities  Act,
which opinion shall be delivered by counsel for the Purchaser.

     6.16    Consent  to  Legend.   The Seller agrees to the imprinting, so long
     ---------------------------
as is  required,  of the  following  legend on the  certificate  evidencing  the
Subject Shares:

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN  REGISTERED  WITH THE
     SECURITIES  AND  EXCHANGE   COMMISSION  IN  RELIANCE  UPON  EXEMPTION  FROM
     REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
     ACT"), AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
     AVAILABLE  EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


                                   ARTICLE VII
                              CONDITIONS TO CLOSING
                              ---------------------

     7.1     Conditions  to  Obligation  of  Purchaser.  The  obligation  of the
     -------------------------------------------------
Purchaser to close the  Transaction  shall be subject to the  fulfillment  at or
prior to the Closing of the following conditions,  unless the Seller shall waive
such fulfillment in writing:


                                       35
<PAGE>


     (1)  This Agreement and the Transaction  shall have received all approvals,
          consents,  authorizations,  and waivers  from  governmental  and other
          regulatory  agencies  and  other  third  parties  (including  lenders,
          holders of debt  securities  and lessors)  required to consummate  the
          Transaction;

     (2)  There shall not be in effect a preliminary or permanent  injunction or
          other  order  by any  federal  or  state  court  which  prohibits  the
          consummation of the Transaction;

     (3)  The Seller shall have  performed in all material  respects each of its
          agreements and obligations specified in this Agreement and required to
          be performed on or prior to the Closing and shall have  complied  with
          all material  requirements,  rules,  and regulations of all regulatory
          authorities having jurisdiction relating to the Transaction;

     (4)  No adverse  change  shall,  in the  judgment  of the  Purchaser,  have
          occurred  regarding  the  Acquired  Assets  since  the  date  of  this
          Agreement;

     (5)  The  representations  and  warranties  of the Seller set forth in this
          Agreement  shall be true in all  material  respects  as of the date of
          this Agreement and, except in such respects as, in the judgment of the
          Purchaser, do not materially and adversely affect the Acquired Assets,
          as of the Closing, as if made as of the Closing; and

     (6)  The Seller shall have delivered to the Purchaser  other documents that
          the Purchaser may reasonably  request in order to enable the Purchaser
          to determine whether the conditions to its obligation pursuant to this
          Agreement  have been  satisfied and otherwise to consummate  and close
          the Transaction.

     7.2     Conditions  to  Obligation  of the  Seller.   The obligation of the
     --------------------------------------------------
Seller to effect the Transaction shall be subject to the fulfillment at or prior
to the Closing of the following  conditions,  unless the  Purchaser  shall waive
such fulfillment in writing:


     (1)  This Agreement and the Transaction  shall have received all approvals,
          consents,  authorizations,  and waivers  from  governmental  and other
          regulatory agencies and other third parties;

     (2)  There shall not be in effect a preliminary or permanent  injunction or
          other  order by any federal or state  authority  which  prohibits  the
          consummation of the Transaction;

     (3)  The  Purchaser  shall have  performed  in all  material  respects  its
          agreements and obligations  specified in this Agreement required to be
          performed on or prior to the Closing;

     (4)  The  representations and warranties of the Purchaser set forth in this
          Agreement  shall be true in all  material  respects  as of the date of
          this Agreement  and,  except in such respects as do not materially and
          adversely affect the business of the Purchaser, as of the Closing Date
          as if made as of the Closing Date; and


                                       36
<PAGE>


     (5)  The Purchaser  shall have delivered to the Seller other documents that
          the  Seller  may  reasonably  request in order to enable the Seller to
          determine  whether the conditions to its  obligation  pursuant to this
          Agreement  have been  satisfied and otherwise to consummate  and close
          the Transaction.

     7.3     Hart-Scott-Rodino  Waiting  Period.  All applicable waiting periods
     ------------------------------------------
in respect of the  transactions  contemplated by this Agreement  pursuant to the
HSR Act, as amended, shall have expired at or prior to the Closing.


                                  ARTICLE VIII
              DOCUMENTS TO BE DELIVERED AND INSTRUMENTS AT CLOSING
              ----------------------------------------------------

     8.1     The  Purchaser to the Seller.   On the Closing, the Purchaser shall
     ------------------------------------
deliver or cause to be delivered the following  instruments and documents to the
Seller:

     (1)  A certificate  evidencing and representing  the Subject Shares,  which
          certificate   shall  specify  an  appropriate   legend  regarding  the
          restricted nature of those shares;

     (2)  Those  documents  contemplated  by the  provisions of Paragraph (5) of
          Section 7.2 of this Agreement;

     (3)  Evidence  of action by the  members of the Board of  Directors  of the
          Purchaser  appointing  as  members  of the Board of  Directors  of the
          Purchaser those persons designated by the Seller; and


     (4)  A copy of the Registration  Rights Agreement duly signed by authorized
          officers of the Purchaser.

     8.2     The  Seller  to  the  Purchaser.  On  the Closing, the Seller shall
     ---------------------------------------
deliver or cause to be delivered the following  instruments and documents to the
Purchaser:

     (1)  A Bill of Sale, executed by the President and Secretary of the Seller,
          pursuant to which title to the  Acquired  Assets are  transferred  and
          vested in the Purchaser a copy of which is attached to this  Agreement
          marked as Exhibit "A" ("Bill of Sale");

     (2)  Those  documents  contemplated  by the  provisions of Paragraph (6) of
          Section 7.1 of this Agreement; and

     (3)  A copy of the Registration  Rights Agreement duly signed by authorized
          officers of the Seller.



                                       37
<PAGE>

                                   ARTICLE IX
                                 INDEMNIFICATION
                                 ---------------

     9.1     Indemnification  by  the  Seller.  The Seller shall indemnify, save
     ----------------------------------------
and hold harmless the Purchaser,  its affiliates and  subsidiaries,  and its and
their  respective  officers,  employees,   directors,   accountants,   auditors,
attorneys,   partners,   agents,   and   other   representatives   ("Purchaser's
Representatives") from and against any and all costs, losses (including, without
limitation,  diminution in value), liabilities, damages, lawsuits, deficiencies,
adverse claims,  Taxes and expenses  (whether or not resulting from  third-party
claims)  including,   without  limitation,   interest,   penalties,   reasonable
attorneys' fees and all amounts paid in investigation,  defense or settlement of
any of the foregoing (collectively,  "Damages"),  incurred in connection with or
resulting from (i) any breach of any covenant or warranty,  or the inaccuracy of
any representation made by the Seller in or pursuant to this Agreement, (ii) any
actual or  threatened  claim,  suit,  action or  proceeding  resulting  from the
Seller's use of the Acquired  Assets prior to the Closing Date and (iii) any and
all  liabilities of the Seller.  The term Damages as used in this Section 9.1 is
not limited to matters  asserted by third  parties  against the Purchaser or the
Purchaser's  Representatives,  but includes Damages incurred or sustained by the
Purchaser  or the  Purchaser's  Representatives,  in the absences of third party
claims.

     9.2     Indemnification  by the  Purchaser.  The Purchaser shall indemnify,
     ------------------------------------------
save and  hold  harmless  the  Seller,  and the  Seller's  officers,  employees,
directors,   accountants,   auditors,  attorneys,  partners,  agents  and  other
representatives,  from and against any and all  Damages  incurred in  connection
with or arising out of or resulting from any breach of any covenant or warranty,
or the inaccuracy of any representation, made by the Purchaser in or pursuant to
this Agreement.

     9.3     Defense  of  Third-Party  Claims.  If  any  lawsuit or  enforcement
     ----------------------------------------
action is filed  against any party  entitled  to the benefit of  indemnification
pursuant  to this  Article  IX,  written  notice  thereof  shall be given to the
indemnifying  party as promptly as  practicable  (and in any event no later than
fifteen  (15) days after the  service of the  citation  or  summons);  provided,
however,  that the failure of any indemnified  party to give timely notice shall
not affect rights to  indemnification  contemplated by this Article IX except to
the extent that the indemnifying party demonstrates actual damage caused by such
failure.  After such notice,  if the  indemnifying  party shall  acknowledge  in
writing to the indemnified party that the indemnifying  party shall be obligated
pursuant  to the terms of its  indemnification  pursuant  to this  Article IX in
connection  with such lawsuit or action,  then the  indemnifying  party shall be
entitled,  if  such  party  so  elects,  to  take  control  of the  defense  and
investigation  of such  lawsuit or action and to employ and engage  attorneys of
its own choice to handle and defend the same, at the indemnifying  party's cost,
risk and expense; provided, however, that the indemnifying party and its counsel
shall  proceed  with  diligence  and in good faith  with  respect  thereto.  The
indemnified   party  shall  cooperate  in  all  reasonable   respects  with  the
indemnifying party and such attorneys in the investigation, trial and defense of
such lawsuit or action and any appeal resulting  therefrom;  provided,  however,
that  the  indemnified   party  may,  at  its  own  cost,   participate  in  the
investigation,  trial and  defense  of such  lawsuit  or action  and any  appeal
resulting  therefrom.  If a tax  audit is  commenced  or any Tax is  claimed  in
connection  with any of the Acquired  Assets prior to the Closing Date, such tax
claim shall be treated as a lawsuit or  enforcement  action for purposes of this
Section 9.3; provided,  however, that the Seller shall be solely responsible for
all Taxes, Liabilities and expenses resulting therefrom.



                                       38
<PAGE>


                                    ARTICLE X
                         TERMINATION, AMENDMENT, WAIVER
                         ------------------------------

     10.1    Termination.   This Agreement and the Transaction may be terminated
     -------------------
at any time prior to the Closing:

     (1)  By mutual consent of the Purchaser and the Seller; or

     (2)  By either  Purchaser or the Seller,  upon written notice to the other,
          if the  conditions  to such  party's  obligations  to  consummate  the
          Transaction,  in the case of Purchaser, as specified in Section 7.1 of
          this Agreement, or, in the case of the Seller, as specified in Section
          7.2 of this Agreement,  were not, or cannot  reasonably be, satisfied,
          unless the failure or condition  is the result of the material  breach
          of this Agreement by the party seeking to terminate this Agreement.

     10.2    Amendment.  This  Agreement may be amended by the Purchaser and the
     -----------------
Seller by action taken at any time. This Agreement may not be amended, except by
an instrument in writing signed on behalf of the Purchaser and the Seller.

     10.3    Waiver.  At  any time prior  to the Closing, the  Purchaser  or the
     --------------
Seller may (i) extend the time for the  performance of any of the obligations or
other  acts  of  the  other   party,   (ii)  waive  any   inaccuracies   in  the
representations  and  warranties  specified in this Agreement or in any document
delivered pursuant to this Agreement,  or (iii) waive compliance with any of the
agreements or conditions specified in this Agreement.  Any agreement on the part
of a party to any such  extension  or waiver shall be valid only if set forth in
an instrument in writing signed on behalf of such party.


                                   ARTICLE XI
                               GENERAL PROVISIONS
                               ------------------

     11.1    Notices.    Any   notice,  direction  or  instrument  required   or
     ---------------
permitted to be given  pursuant to this  Agreement  shall be given in writing by
(a) telegram,  facsimile transmission or similar method, if confirmed by mail as
herein  provided;  by mail, (b) if mailed postage  prepaid,  by certified  mail,
return receipt  requested;  or (iii) hand delivery to any party at the addresses
of the parties  specified below. If given by telegram or facsimile  transmission
or similar  method or by hand  delivery,  such notice,  direction or  instrument
shall be deemed to have been given or made on the day on which it was given, and
if  mailed,  shall be  deemed  to have been  given or made on the  second  (2nd)
business day  following  the day after which it was mailed.  Any party may, from
time to time by similar  notice,  give notice of any change of  address,  and in
such event, the address of such party shall be deemed to be changed accordingly.
The address,  telephone number and facsimile  transmission number for the notice
of each party are:

     If to the Seller:          Norstar Communications, Inc.
                                18200 Von Karman Avenue
                                Suite 900
                                Irvine, California 92612
     Facsimile:                 949.567.1881

     If to the Purchaser:       Universal Broadband Communications, Inc.
                                18200 Von Karman, 10th Floor
                                Irvine, California 92612
     Facsimile:                 949.567.1883


                                       39
<PAGE>


     11.2    Further Assurances.  Each party, at any time and from time to time,
     --------------------------
at the other party's request,  shall execute,  acknowledge,  and deliver any and
all  instruments  and take any and all action that may be necessary or proper to
carry out, perform, and effectuate the intents and purposes of the provisions of
this  Agreement.  In the case of refusal  or failure to do so by any party,  the
other  parties,  and each of  them,  shall  have the  power  and  authority,  as
attorney-in-fact for the party so refusing or failing, to execute,  acknowledge,
and deliver such instrument.

     11.3    Time of the Essence.  Time is, and at all times hereafter shall be,
     ---------------------------
of the  essence in  satisfying  the terms,  conditions  and  provisions  of this
Agreement.

     11.4    Attorneys'  Fees.   In  the event  either party incurs any expense,
     ------------------------
including  attorneys'  fees, by reason of any default or alleged  default by the
other party, the party prevailing in any action or proceeding brought to resolve
the issue of any such  default or alleged  default  shall be entitled to recover
such prevailing  party's expenses incurred to prosecute or defend such action or
proceeding,  including, without limiting the generality of the foregoing, actual
attorneys' fees and costs incurred  preparatory to such prosecution and defense.
Moreover,  while a court of  competent  jurisdiction  may assist in  determining
whether  or not the  fees  actually  incurred  are  reasonable  considering  the
circumstances  then  existing,  that  court  shall  not  to be  governed  by any
judicially or  legislatively  established fee schedule,  and said fees and costs
are to include  those as may be incurred on appeal of any issue and all of which
fees and  costs  shall be  included  as part of any  judgment,  by cost  bill or
otherwise,  and where applicable,  any appellate decision rendered in or arising
out of such action or proceeding.  For purposes of this Agreement, in any action
or proceeding instituted by a party based upon any default or alleged default of
this Agreement by the other party,  the prevailing  party shall be that party in
any such action or proceeding (i) in whose favor a judgment is entered,  or (ii)
prior to trial,  hearing  or  judgment  such  other  party  shall pay all or any
portion of amounts  claimed by the party  seeking  payment,  or such other party
shall  eliminate the  condition,  cease the act, or otherwise  cure the omission
claimed by the party initiating such action or proceeding.

     11.5    Assignment.   No party shall have the right, without the consent of
     ------------------
the other party, to assign,  transfer, sell, pledge,  hypothecate,  delegate, or
otherwise transfer,  whether voluntarily,  involuntarily or by operation of law,
any of such party's  rights or  obligations  created by the  provisions  of this
Agreement,  nor shall the parties' rights be subject to encumbrance or the claim
of creditors.  Any such purported  assignment,  transfer, or delegation shall be
null and void.

     11.6    Captions  and  Interpretations.  Captions of the articles, sections
     --------------------------------------
and paragraphs of this Agreement are for convenience and reference only, and the
works specified therein shall in no way be held to explain,  modify,  amplify or
aid in the  interpretation,  construction,  or meaning of the provisions of this
Agreement.  The language in all parts to this Agreement,  in all cases, shall be
construed in accordance with the fair meaning of that language as if prepared by
all parties and not  strictly  for or against any party.  Each party and counsel
for such party have reviewed this  Agreement.  The rule of  construction,  which
requires a court to resolve any ambiguities  against the drafting  party,  shall
not apply in interpreting the provisions of this Agreement.

     11.7    Entire  Agreement.  This  Agreement and  the  Bill of Sale  are the
     -------------------------
final written  expression  and the complete and  exclusive  statement of all the
agreements,  conditions,  promises,  representations,  warranties  and covenants


                                       40
<PAGE>


between the parties with respect to the subject  matter of this  Agreement,  and
this  Agreement  and the Bill of Sale  supersede  all  prior or  contemporaneous
agreements, negotiations, representations, warranties, covenants, understandings
and  discussions  by  and  between  and  among  the  parties,  their  respective
representatives,  and any other  person,  with  respect  to the  subject  matter
specified in this Agreement.  This Agreement and the Bill of Sale may be amended
only by an instrument in writing which expressly refers to this Agreement or the
Bill of Sale and  specifically  indicates  that such  instrument  is intended to
amend this  Agreement  or the Bill of Sale and is signed by each of the parties.
Each of the parties  represents,  warrants and covenants  that in executing this
Agreement  and the Bill of Sale that such party has relied  solely on the terms,
conditions and provisions specified in this Agreement and the Bill of Sale. Each
of the parties additionally represents, warrants and covenants that in executing
and delivering this Agreement and the Bill of Sale that such party has placed no
reliance  whatsoever on any  statement,  representation,  warranty,  covenant or
promise of the other party, or any other person, not specified expressly in this
Agreement  and the Bill of Sale,  or upon the  failure of any party or any other
person to make any statement,  representation,  warranty, covenant or disclosure
of any nature whatsoever. The parties have included this section to preclude (i)
any claim that any party was in any manner  whatsoever  induced  fraudulently to
enter into,  execute and deliver this  Agreement and the Bill of Sale,  and (ii)
the introduction of parol evidence to vary, interpret, supersede, modify, amend,
annul,  supplement or contradict  the terms,  conditions  and provisions of this
Agreement or the Bill of Sale. No provision of the Bill of Sale shall  supersede
or annul the terms and provisions of this Agreement, unless the matter specified
in the Bill of Sale shall explicitly so provide to the contrary. In the event of
ambiguity in meaning or  understanding  between the provisions of this Agreement
proper and the Bill of Sale, the provisions of this Agreement  shall prevail and
control in all instances.

     11.8    Choice of Law and Consent to Jurisdiction.  This Agreement shall be
     -------------------------------------------------
deemed  to have  been  entered  into  in the  State  of  Nevada.  All  questions
concerning  the validity,  interpretation,  or  performance of any of the terms,
conditions  and  provisions  of  this  Agreement  or of  any of  the  rights  or
obligations  of the parties  shall be governed  by, and  resolved in  accordance
with,  the laws of the  State of  Nevada  without  regard  to  conflicts  of law
principles.


     11.9    Number and Gender.  Whenever  the  singular  number is used in this
     -------------------------
Agreement and, when required by the context,  the same shall include the plural,
and vice versa;  the masculine  gender shall include the feminine and the neuter
genders, and vice versa.

     11.10   Successors and Assigns.  This  Agreement and each of its provisions
     ------------------------------
shall obligate the heirs, executors, administrators,  successors, and assigns of
each of the parties.  Nothing  specified in this  article,  however,  shall be a
consent to the assignment or delegation by any party of such party's  respective
rights and obligations created by the provisions of this Agreement.

     11.11   Third Party Beneficiaries.  Except as  expressly  specified  by the
     ---------------------------------
provisions of this  Agreement,  this Agreement  shall not be construed to confer
upon or give to any person,  other than the parties hereto, any right, remedy or
claim  pursuant to, or by reason of, this  Agreement or of any term or condition
of this Agreement.

     11.12   Severability.  In the event  any  part of this  Agreement,  for any
     --------------------
reason, is determined by a court of competent  jurisdiction to be invalid,  such
determination  shall not affect the  validity of any  remaining  portion of this


                                       41
<PAGE>


Agreement,  which remaining  portion shall remain in full force and effect as if
this Agreement had been executed with the invalid portion thereof eliminated. It
is hereby  declared the  intention of the parties that they would have  executed
the remaining  portion of this Agreement without including any such part, parts,
or portion which, for any reason, may be hereafter determined to be invalid.

     11.13   Governmental  Rules and  Regulations.  The Transaction is and shall
     --------------------------------------------
remain subject to any and all present and future orders,  rules and  regulations
of any duly constituted authority having jurisdiction of the Transaction.

     11.14   Execution  in  Counterparts.  This  Agreement  may  be  prepared in
     -----------------------------------
multiple  copies and forwarded to each of the parties for execution.  All of the
signatures  of the parties  may be affixed to one copy or to separate  copies of
this  Agreement  and when all such  copies  are  received  and signed by all the
parties,  those copies shall  constitute  one  agreement  which is not otherwise
separable or divisible.

     11.15   Reservation  of  Rights.  The failure  of any party  at any time or
     -------------------------------
times  hereafter to require strict  performance by any other party of any of the
warranties,   representations,   covenants,  terms,  conditions  and  provisions
specified  in this  Agreement  shall not waive,  affect of diminish any right of
such party failing to require strict performance to demand strict compliance and
performance  therewith  and with  respect to any other  provisions,  warranties,
terms,  and conditions  specified in this  Agreement.  Any waiver of any default
shall  not  waive or  affect  any other  default,  whether  prior or  subsequent
thereto,   and  whether  the  same  or  of  a  different   type.   None  of  the
representations,   warranties,   covenants,  conditions,  provisions  and  terms
specified  in this  Agreement  shall be deemed to have been waived by any act or
Knowledge of any party,  its agents,  trustees,  officers,  or employees and any
such  waiver  shall be made  only by an  instrument  in  writing,  signed by the
waiving party and directed to any non-waiving party specifying such waiver,  and
each  party  reserves  such  party's  rights to insist  upon  strict  compliance
herewith at all times.

     11.16   Survival   of   Covenants,  Representations  and  Warranties.   All
     --------------------------------------------------------------------
covenants,  representations, and warranties made by each party to this Agreement
shall be deemed made for the  purpose of inducing  the other party to enter into
and execute this  Agreement.  The  representations,  warranties,  and  covenants
specified  in this  Agreement  shall  survive the Closing and shall  survive any
investigation  by either  party  whether  before or after the  execution of this
Agreement. The covenants,  representations, and warranties of the Seller and the
Purchaser are made only to and for the benefit of the other and shall not create
or vest rights in other persons.

     11.17   Concurrent   Remedies.   No  right  or  remedy  specified  in  this
     -----------------------------
Agreement  conferred  on or reserved to the  parties is  exclusive  of any other
right or remedy  specified  in this  Agreement  or by law or equity  provided or
permitted;  but each such  right  and  remedy  shall be  cumulative  of,  and in
addition to, every other right and remedy  specified in this Agreement or now or
hereafter  existing at law or in equity or by statute or  otherwise,  and may be
enforced  concurrently  therewith or from time to time. The  termination of this
Agreement  for any reason  whatsoever  shall not  prejudice  any right or remedy
which  any  party  may  have,  either at law,  in  equity,  or  pursuant  to the
provisions of this Agreement.

     11.18   Force  Majeure.  If  any party is  rendered unable,  completely  or
     ----------------------
partially,  by the  occurrence  of an  event  of  "force  majeure"  (hereinafter
defined) to perform such party's  obligations  created by the provisions of this
Agreement, such party shall give to the other party prompt written notice of the


                                       42
<PAGE>

event of "force majeure" with reasonably  complete  particulars  concerning such
event;  thereupon,  the  obligations of the party giving such notice,  so far as
those  obligations  are  affected  by the  event of  "force  majeure,"  shall be
suspended  during,  but no longer than,  the  continuance of the event of "force
majeure."  The party  affected  by such event of "force  majeure"  shall use all
reasonable  diligence to resolve,  eliminate  and  terminate the event of "force
majeure"  as quickly as  practicable.  The  requirement  that an event of "force
majeure"  shall  be  remedied  with  all  reasonable   dispatch  as  hereinabove
specified,  shall not require the settlement of strikes, lockouts or other labor
difficulties  by the party involved,  contrary to such party's  wishes,  and the
resolution of any and all such difficulties shall be handled entirely within the
discretion of the party concerned. The term "force majeure" as used herein shall
be defined as and mean any act of God,  strike,  civil  disturbance,  lockout or
other industrial  disturbance,  act of the public enemy, war,  blockage,  public
riot, earthquake,  tornado,  hurricane,  lightning, fire, epidemics,  quarantine
restrictions, public demonstration,  storm, flood, explosion, freight embargoes,
governmental action,  governmental delay, restraint or inaction,  unavailability
of equipment,  default of a party's  subcontractors or suppliers,  and any other
cause  or  event,  whether  of  the  kind  enumerated  specifically  herein,  or
otherwise, which is not reasonably within the control of the party claiming such
suspension.

     11.19   Consent to Agreement.  By executing this Agreement, each party, for
     ----------------------------
itself,  represents  such party has read or caused to be read this  Agreement in
all   particulars,   and  consents  to  the  rights,   conditions,   duties  and
responsibilities  imposed upon such party as specified in this  Agreement.  Each
party  represents,  warrants and covenants that such party executes and delivers
this Agreement of its own free will and with no threat, undue influence, menace,
coercion  or  duress,  whether  economic  or  physical.   Moreover,  each  party
represents,  warrants,  and covenants  that such party  executes this  Agreement
acting on such party's own independent judgment.

     11.20   Waiver and Modification.   No modification, supplement or amendment
     -------------------------------
of this Agreement or of any covenant,  representation,  warranty,  condition, or
limitation specified in this Agreement shall be valid unless the same is made in
writing  and  duly  executed  by  both  parties.  No  waiver  of  any  covenant,
representation,  warranty,  condition, or limitation specified in this Agreement
shall be valid unless the same is made in writing and duly executed by the party
making the waiver. No waiver of any provision of this Agreement shall be deemed,
or shall  constitute,  a waiver of any other provision,  whether or not similar,
nor shall any waiver constitute a continuing waiver.

     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed
in  duplicate by their  respective  officers  thereunto  duly  authorized  to be
effective on the date specified in the preamble of this Agreement.

Universal Broadband Communications, Inc.,
a Nevada corporation


By:      ____________________________
Its:     President


By:      ____________________________
Its:     Secretary





                                       43
<PAGE>




Norstar Communications, Inc.,
a California corporation


By:      /s/   Mark Ellis
         ---------------------------
Its:     President


By:      ___________________________
Its:     Secretary





























                                       44
<PAGE>


Schedule 1.2

Acquired   Assets:   all  of  the  direct  billing   customer  base  of  Norstar
Communications,  Inc.,  and all other  assets of Norstar  Communications,  Inc.,
tangible or intangible,  including contractual,  warranty, and other rights, the
use  or  value  of  which  will  come  under  control  by  Universal   Broadband
Communications, Inc., when the Transaction is consummated.





































                                       45
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "ubc8k113001.txt", "description": "UNIVERSAL BROADBAND 8K, 11.30.01", "secsgml_size_bytes": 161638}]
{"company-data": {"conformed-name": "UNIVERSAL BROADBAND COMMUNICATIONS INC", "cik": "0001126561", "assigned-sic": "6770", "irs-number": "330930198", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31801", "film-number": "1807991"}, "business-address": {"street1": "18200 VON KARMAN AVENUE, 10TH FLOOR", "city": "IRVINE", "state": "CA", "zip": "92612", "phone": "949-567-1880"}, "former-company": {"former-conformed-name": "BEECH CORP", "date-changed": "20001018"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                    --------

                                 CURRENT REPORT
                                 --------------

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

       Date of Report (Date of earliest event reported): November 30, 2001

                        COMMISSION FILE NUMBER: 000-31801

  Nevada             Universal Broadband Communications, Inc.        33-0930198
 (State or other             (Exact name of registrant          (I.R.S. Employer
 jurisdiction of                 as specified in             Identification No.)
 incorporation or                   its charter)
   organization)

18200 Von Karman Avenue, 10th Floor, Irvine, CA                        92612
(Address of principal executive offices)                           (Zip Code)

       Registrant's telephone number, including area code: (949) 567-1880

                                   Beech Corp.
             23 Corporate Plaza, Suite 180, Newport Beach, CA 92663
          (Former name or former address, if changed since last report)

                              Thomas E. Stepp, Jr.
                              Stepp & Beauchamp LLP
                           1301 Dove Street, Suite 460
                         Newport Beach, California 92660
                                 (949) 660-9700
                            Facsimile: (949) 660-9010

                                   Page 1 of 4
                      Index to Exhibits specified on Page 4

                                        1
ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.
-------------------------------------------

          Not applicable.

ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS.
-------------------------------------------------

On November 30, 2001, we entered into an Asset  Purchase and Sale Agreement with
Norstar Communications,  Inc., a California corporation,  which provided,  among
other things,  for our acquisition of certain assets of Norstar  Communications,
Inc.,  which assets are specified on schedule 1.2 of the Asset Purchase and Sale
Agreement,  a copy of which is attached as Exhibit "2" to this report. We issued
3,423,860  shares of our common  stock for the assets that we  purchased.  Those
shares were valued at $171,193 by the parties to the  agreement.  Our  President
and Sole Director,  Mark Ellis,  is also the President and a Director of Norstar
Communications,  Inc. The respective Boards of Directors at Universal  Broadband
Communications,  Inc., and Norstar Communications,  Inc., approved the terms and
conditions of the Asset Purchase and Sale Agreement.

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP.
-------------------------------------

          Not applicable.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
--------------------------------------------------------

          Not applicable.

ITEM 5.   OTHER EVENTS.
-----------------------

          Not applicable.

ITEM 6.   RESIGNATIONS OF REGISTRANT'S OFFICERS AND DIRECTORS.
--------------------------------------------------------------

          Not applicable.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
--------------------------------------------

          Not Applicable

ITEM 8.   CHANGE IN FISCAL YEAR.
--------------------------------

          Not applicable.

ITEM 9.   REGULATION FD DISCLOSURE.
-----------------------------------

          Not applicable.

                                       2
SIGNATURES
                                   ----------

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

                                        Universal Broadband Communications, Inc.
                                        A Nevada corporation

DATED:  December 3, 2001           By:  /s/      Mark Ellis
                                        ----------------------------------------
                                        Mark  Ellis,  Chief  Executive  Officer
                                        and  Chairman of the Board of Directors

                                        3
INDEX TO EXHIBITS

(2)  PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
     Asset Purchase and Sale Agreement

                                        4
EXHIBIT "2"

                        ASSET PURCHASE AND SALE AGREEMENT

                                  By and Among

                    Universal Broadband Communications, Inc.,
                              a Nevada corporation,

                                       and

                          Norstar Communications, Inc.,
                            a California corporation.

                                        5
THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into in
duplicate  and shall be effective as of the 30th day of November,  2001,  by and
among Norstar  Communications,  Inc., a California corporation  ("Seller"),  and
Universal Broadband  Communications,  Inc., a Nevada corporation  ("Purchaser"),
and provides for the Purchaser to acquire the direct  billing  customer base and
selected other assets of the Seller,  on the terms and subject to the conditions
specified in this Agreement.

                                    RECITALS
                                    --------

     A.  The  Purchaser desires  to  acquire,  on the terms and  subject  to the
conditions  specified in this  Agreement,  the Acquired  Assets (as that term is
defined later in this Agreement).

     B.  The  Seller believes that it  is in the  best interests  of the Seller,
and, therefore, it desires to, sell the Acquired Assets to the Purchaser, on the
terms and subject to the conditions specified in this Agreement.

NOW,  THEREFORE,  IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
DEEMED TO BE A SUBSTANTIVE  PART OF THIS  AGREEMENT,  AND THE MUTUAL  COVENANTS,
PROMISES, UNDERTAKINGS,  AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS  AGREEMENT  AND OTHER GOOD AND  VALUABLE  CONSIDERATION,  THE  RECEIPT  AND
SUFFICIENCY  OF WHICH ARE HEREBY  ACKNOWLEDGED,  WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND WARRANT AS FOLLOWS:

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

     As  used  in  this  Agreement,  the  capitalized  terms  specified  in this
Agreement shall have the meanings and definitions specified and indicated by the
provisions  of this Article I, unless a different  and common  meaning of such a
term is clearly indicated by the context,  and variants and derivatives of those
terms  shall  have  correlative  meanings.  To the  extent  that  certain of the
definitions specified in this Article I suggest, indicate, or express agreements
between  or among  parties to this  Agreement,  or  contain  representations  or
warranties or covenants of a party,  the parties agree to the same, by execution
of  this  Agreement.  Agreements,  representations,   warranties  and  covenants
specified in any part or provision of this Agreement  shall, for all purposes of
this  Agreement,  be  treated  in the  same  manner  as other  such  agreements,
representations, warranties and covenants specified elsewhere in this Agreement;
and the article,  section or paragraph  of this  Agreement  within which such an

                                       6
agreement, representation,  warranty, or covenant appears shall have no separate
meaning or effect regarding the same.

     1.1     "Accumulated   Funding   Deficiency".    An   "accumulated  funding
     --------------------------------------------
deficiency"  as defined in ERISA Section  302(a)(2) or the last two sentences of
Section 412(a)(2) of the Code, or, in either case,  successor provisions to such
provisions  adopted by  amendments to ERISA or the Code, as the case may be, and
including,  in each case,  other  provisions of ERISA, of the Code or such other
law, modifying, amending, interpreting or otherwise affecting the application of
such provisions,  either in general or as applied to the nature or circumstances
of a  particular  Entity that is a party to, or is affected by or is involved in
the  Transaction  and with  respect to which  Entity the use of the term in this
Agreement, or in the particular location in this Agreement, is relevant.

     1.2     "Acquired Assets".    The  assets  of the  Seller being acquired by
     -------------------------
the  Purchaser  pursuant to the  provisions of this  Agreement,  as specified on
Schedule 1.2 of this Agreement,  and all other assets of the Seller, tangible or
intangible, including contractual,  warranty, and other rights, the use or value
of which will come under the Control (as that term is defined in Section 1.18 of
this  Agreement) by the Purchaser when the  Transaction (as that term is defined
later in this Agreement) is consummated.

     1.3     "Acquired  Business".    The  business  conducted  by the Seller in
     ----------------------------
which the Seller utilized the Acquired  Assets,  as specified in Schedule 1.2 to
this Agreement

     1.4     "Balance Sheet".   The  most  recent Balance  Sheet included in the
     -----------------------
Audited Financial Statements of the respective party to this Agreement.

     1.5     "Acquired  Business  Disclosure Document".   The document delivered
     -------------------------------------------------
by the Seller to the  Purchaser  containing  certain  disclosures  regarding the
Acquired Business.

     1.6     "Acquired Facilities".   All warehouses, stores, plants, processing
     -----------------------------
facilities,  fixtures,  and  improvements  owned  or  leased  by the  Seller  or
otherwise used by the Seller in connection with the operation of its business or
leased or  subleased  by the  Seller to other  Persons  (as that term is defined
later in this Agreement),  but only to the extent that those facilities  consist
of Acquired Assets.

     1.7     "Affiliate".   When  used with  respect to a Person, an "Affiliate"
     -------------------
of that  Person is a Person  Controlling,  Controlled  by, or  subject to common
Control with that Person.

     1.8     "Agreement".   This  Asset  Purchase and  Sale Agreement, including
     -------------------
all of its schedules and exhibits and all other documents  specifically referred
to in this  Agreement  that have been or are to be  delivered by a party to this
Agreement  to  the  other  party  to  this  Agreement  in  connection  with  the
Transaction  or  this  Agreement,   and  including  any  and  all  duly  adopted
amendments,  modifications,  and  supplements  to or of this  Agreement and such
schedules,  exhibits and other  documents.,  including  all of its schedules and
exhibits and all other documents specifically referred to in this Agreement that
have been or are to be delivered by a party to this Agreement to the other party
to this  Agreement in connection  with the  Transaction or this  Agreement,  and
including any and all duly adopted amendments, modifications, and supplements to
or of this Agreement and such schedules, exhibits and other documents.

                                       7
1.9     "Audited   Financial   Statements".    The  balance  sheet,  income
     ------------------------------------------
statement,  statement of stockholders' equity and statement of cash flows or, in
each instance,  equivalent  statements as commonly provided to shareholders of a
respective  party to this Agreement for the period ending December 31, 2000, and
for the three  fiscal  years then ended,  in each  instance,  as recorded by the
Auditors.

     1.10    "Auditors".   With respect to the Seller and the Acquired Business,
     ------------------
Haskell & White, and with respect to the Purchaser, Merdinger, Fruchter, Rosen &
Corso,  P.C.,  in each instance the  independent  certified  public  accountants
currently  retained  for the purpose of  auditing  financial  statements  of the
respective  party.  With respect to any report hereafter issued by the Auditors,
the term shall mean that firm of independent certified public accountants.

     1.11    "Business Day".   Any day that is  not a Saturday, Sunday or day on
     ----------------------
which banks Los Angeles, California are authorized to close.

     1.12    "Closing".     The  completion  of  the  Transaction,  to occur  as
     -----------------
contemplated in Article II of this Agreement.

     1.13    "Closing  Date".   November  30,  2001,  or the  date on  which the
     -----------------------
Closing  actually  occurs,  which  shall be the date that all of the  conditions
specified by the provisions of Article VII of this Agreement have been satisfied
or waived.

     1.14    "Closing Time".   The  time at  which the Closing actually  occurs.
     ----------------------
All events that are to occur at the Closing  Time shall,  for all  purposes,  be
deemed to occur simultaneously, except to the extent, if at all, that a specific
order of occurrence is otherwise described.

     1.15    "Code".   The  Internal  Revenue  Code of  1986, as  amended and in
     --------------
effect on the date the parties sign this Agreement.

     1.16    "Complete Withdrawal". A "complete withdrawal" from a Multiemployer
     -----------------------------
Plan as  defined  in  Section  4203 of ERISA  or  successor  provisions  to such
provisions  adopted by  amendments to ERISA and  including  other  provisions of
ERISA or of other law, and  regulations  adopted  under ERISA or such other law,
modifying, amending, interpreting or otherwise affecting the application of such
provision,  either in general or as applied to the nature or  circumstances of a
particular  Entity  that is a party to, or is  affected by or is involved in the
Transaction  and  with  respect  to  which  Entity  the use of the  term in this
Agreement, or in the particular location in this Agreement, is relevant.

     1.17    "Consideration".  Three million four hundred  twenty-three thousand
     -----------------------
eight  hundred sixty  (3,423,860)  shares of $.001 par value common stock of the
Purchaser  to be issued by the  Purchaser  to the Seller at the  Closing for the
Acquired  Assets,  which shares may also be referred to in this Agreement as the
"Subject Shares".

     1.18    "Control".   Generally,  the  power  to  direct  the  management or
     -----------------
affairs of an Entity.

     1.19    "Encumbrance".   Any  lien, pledge, option, adverse  claim, charge,
     ---------------------
easement security interest, right-of-way or encumbrance.

                                       8
1.20    "Entity".   A corporation, partnership, sole  proprietorship, joint
     ----------------
venture,  or other form of  organization  formed for the  conduct of a business,
whether active or passive.

     1.21    "ERISA".   The Employee Retirement Income Security Act  of 1974, as
     ---------------
amended and in effect at the time of execution of this Agreement.

     1.22  "Exchange Act".   The Securities and Exchange Act of 1934, as amended
     --------------------
from time to time.

     1.23    "GAAP".   Generally Accepted Accounting Principles, as in effect on
     --------------
the date of any statement,  report or  determination  that purports to be, or is
required to be, prepared or made in accordance with GAAP. All references in this
Agreement to financial statements prepared in accordance with GAAP shall mean in
accordance with GAAP consistently  applied during the periods to which reference
is made.

     1.24    "Governmental Entity".   Any  governmental or political subdivision
     -----------------------------
or department thereof, any governmental or regulatory agency, commission, board,
bureau,  agency or  instrumentality,  or any court or arbitrator or  alternative
dispute resolution  agency, in each event whether domestic or foreign,  federal,
state or local.

     1.25    "HSR Act".  The  Hart-Scott-Rodino  Antitrust  improvements Act  of
     -----------------
1976, as amended.

     1.26    "Inventory".   Any  stock  of raw  materials,  work-in-process  and
     -------------------
finished  goods,  including,  but not limited to,  finished goods  purchased for
resale,  held by a party for  manufacturing,  assembly,  processing,  finishing,
sale,  or  resale  to others  from  time to time in the  ordinary  course of the
business of that party, in the form in which such  inventories  then are held or
after manufacturing, assembling, finishing, processing, incorporating with other
goods or items, refining, or similar processes.

     1.27    "IRS". The Internal Revenue Service.
     -------------

     1.28    "Knowledge".   A Person  will be  deemed  to have "Knowledge"  of a
     -------------------
particular fact or other matter if such Person is actually aware of such fact or
other  matter,  but such  Person  shall not and does not have an  obligation  to
conduct an inquiry or investigation to become aware of any such fact or matter.

     1.29    "Liabilities".  At any time ("Determination Time"), the obligations
     ---------------------
of a person  or  Entity,  whether  known or  unknown,  contingent  or  absolute,
recorded  on its  books  or  not,  resulting  in any  way  from  facts,  events,
agreements, obligations or occurrences that existed, occurred or transpired at a
prior point in time, or resulted  from the passage of time to the  Determination
Time, but not including  obligations accruing or payable after the Determination
Time to the extent (but only to the  extent)  that such  obligations  (a) result
from  previously   existing   agreements  for  services,   benefits,   or  other
considerations,  and (b) accrue or become  payable  with  respect  to  services,
benefits,  or other  considerations  received by the person or Entity  after the
Determination Time.

     1.30    "Multiemployer  Plan".   A  "multiemployer  plan,"  as  defined  in
     -----------------------------
Section  3(37) of ERISA or  Section  414(f)  of the Code,  or, in either  event,
successor  provisions to such  provisions  adopted by amendments to ERISA or the
Code,  as the case may be, and  including,  in each event,  other  provisions of

                                        9
ERISA, of the Code, or of other law, and regulations  adopted pursuant to ERISA,
or the Code, or such other law, modifying, amending,  interpreting, or otherwise
affecting the application of such provisions, either in general or as applied to
the nature or  circumstances  of a  particular  Entity that is a party to, or is
affected by, or is involved in, the Transaction and with respect to which Entity
the use of the term in this  Agreement,  or in the particular  provision in this
Agreement, is relevant.

     1.31    "Partial Withdrawal".   A "partial withdrawal" from a Multiemployer
     ----------------------------
Plan,  as defined  in  Section  4205 of ERISA or  successor  provisions  to such
provision adopted by amendments to ERISA and including other provisions of ERISA
or of  other  law,  and  regulations  adopted  under  ERISA or such  other  law,
modifying, amending, interpreting or otherwise affecting the application of such
provision,  either in general or as applied to the nature or  circumstances of a
particular  Entity  that is a party to, or is  affected by or is involved in the
Transaction  and  with  respect  to  which  Entity  the use of the  term in this
Agreement, or in the particular location in this Agreement, is relevant.

     1.32    "Payables". Any Liabilities of a party resulting from the borrowing
     ------------------
of money or the incurring of obligations for merchandise or goods purchased.

     1.33    "PBGC".  The Pension Benefit Guaranty Corporation.
     --------------

     1.34    "Pension  Plan".   A "pension  plan"  or "employee pension  benefit
     -----------------------
plan," as defined  in  Section  3(2) of ERISA or  successor  provisions  to such
provision  adopted by  amendments  to ERISA and  including  other  provisions of
ERISA, or of other law, and regulations  adopted pursuant to ERISA or such other
law, modifying,  amending,  interpreting, or otherwise affecting the application
of  such  provision,   either  in  general  or  as  applied  to  the  nature  or
circumstances  of a particular  Entity that is a party to, or is affected by, or
is involved in, the  Transaction and with respect to which Entity the use of the
term in this Agreement,  or in the particular  provision in this  Agreement,  is
relevant.

     1.35    "Person".     Any   individual,   company,   sole   proprietorship,
     ----------------
corporation,  joint venture, association,  joint stock company, fraternal order,
cooperative,  league, club, society,  organization,  trust, estate, governmental
agency, political subdivision or authority,  firm,  municipality,  congregation,
partnership, or other form of Entity.

     1.36    "Plan Termination".   A  termination  of  a  Pension  Plan, whether
     --------------------------
partial or complete, within the meaning of Title IV of ERISA.

     1.37    "Prohibited Transaction".   A  "prohibited transaction," as defined
     --------------------------------
in ERISA Section 4975 (c) of the Code, or, in either case,  successor provisions
to such  provisions  adopted by amendments to ERISA or the Code, as the case may
be, and including,  in each case,  other  provisions of ERISA, of the Code or of
other law, and  regulations  adopted  under ERISA or the Code or such other law,
modifying,  amending,  interpreting,  or otherwise  affecting the application of
such provisions,  either in general or as applied to the nature or circumstances
of a  particular  Entity that is a party to, or is affected by or is involved in
the  Transaction  and with  respect to which  Entity the use of the term in this
Agreement, or in the particular location in this Agreement, is relevant.

     1.38    "Proprietary Rights".   Any trade  secrets,  copyrights,   patents,
     ----------------------------
trademarks,  service marks,  customer lists, and all similar types of intangible
property  developed,  created or owned by the  Seller,  or used by the Seller in

                                       10
connection with its business,  whether or not those rights are entitled to legal
protection.

     1.39    "Purchaser".    Universal Broadband Communications, Inc., (formerly
     -------------------
Beech Corp.), a Nevada  corporation,  which,  pursuant to the provisions of this
----------
Agreement, is purchasing the Acquired Assets.

     1.40    "Receivables".   Any  accounts  receivable,  notes receivable,  and
     ---------------------
other  obligations  presented  as assets on the  books,  records  and  financial
statements of a person or an Entity, in accordance with GAAP,  indicating moneys
owed,  due and  payable to such person or Entity on whose  financial  statements
such Receivables are presented.

     1.41    "Registration".   Registration pursuant to the Securities Act.
     ----------------------

     1.42    "Registration Rights Agreement".   The  Agreement, in the  form  of
     ---------------------------------------
Schedule 1.41 to this Agreement,  providing for the  Registration,  on the terms
and subject to the conditions as specified therein, of the Subject Shares.

     1.43    "Reportable Event".   A "reportable event",  as  defined in Section
     --------------------------
4043(b) of ERISA or successor provisions to such provision adopted by amendments
to  ERISA  and  including  other  provisions  of  ERISA  or of  other  law,  and
regulations  adopted  under  ERISA  or  such  other  law,  modifying,  amending,
interpreting,  or otherwise affecting the application of such provision,  either
in general or as applied to the nature or circumstances  of a particular  Entity
that is a party to, or is affected by or is involved in the Transaction and with
respect  to  which  Entity  the use of the  term in  this  Agreement,  or in the
particular location in this Agreement, is relevant.

     1.44    "SEC".   The Securities and Exchange Commission.
     -------------

     1.45    "Securities  Act".   The  Securities Act of  1933, as  amended from
     -------------------------
time to time.

     1.46    "Seller".  Norstar Communications, Inc., a California  corporation,
     ----------------
which,  pursuant to the  provisions of this  Agreement,  is selling the Acquired
Assets.

     1.47    "Subsidiary".  With respect to any Entity, another  Entity of which
     --------------------
fifty  percent (50%) or more of the  effective  voting  power,  or the effective
power to elect a majority of the board of directors or similar  governing  body,
or fifty  percent  (50%) or more of the true equity  interest,  is owned by such
first Entity, directly or indirectly.

     1.48    "Taxes".     All  taxes,  charges,  levies  or  other  assessments,
     ---------------
including, without limitation, income, gross receipts, excise, real and personal
property, sales, use, transfer, capital gains, transfer gains, license, payroll,
privilege,  and franchise taxes,  imposed by any  Governmental  Entity and shall
include any interest,  penalties or additions to tax  attributable to any of the
foregoing.

     1.49    "Transaction".     The  sale  of   the  Acquired  Assets,  for  the
     ---------------------
Consideration, and on the terms and subject to the conditions of this Agreement.

                                       11
1.50    "Unaudited  Financial  Statements".    The  balance  sheet,  income
     ------------------------------------------
statement,  statement of stockholders equity and statement of cash flows, or, in
each instance,  equivalent  statements as commonly  provided to  shareholders by
each respective party to this Agreement for the period ending June 30, 2001, and
as appropriate,  for each month after June 30, 2001, with comparable  statements
for the similar periods of the prior fiscal year.

     1.51    "Welfare Plan".   A "welfare plan" or an "employee welfare  benefit
     ----------------------
plan," as defined  in  Section  3(1) of ERISA or  successor  provisions  to such
provision  adopted by  amendments  to ERISA and  including  other  provisions of
ERISA, or of other law, and regulations adopted pursuant to ERISA, or such other
law, modifying,  amending,  interpreting, or otherwise affecting the application
of  such  provision,   either  in  general  or  as  applied  to  the  nature  or
circumstances  of a particular  Entity that is a party to, or is affected by, or
is involved in, the  Transaction and with respect to which Entity the use of the
term in this Agreement,  or in the particular  provision in this  Agreement,  is
relevant.

                                   ARTICLE II
                                 THE TRANSACTION
                                 ---------------

     2.1     The Transaction.  On the Closing Date, and at the Closing Time, on,
     -----------------------
and in all instances subject to, each of the terms,  conditions,  provisions and
limitations  specified  in this  Agreement,  the Seller  shall  sell,  transfer,
convey,  assign,  deliver  and  set  over  to  the  Purchaser,   by  instruments
satisfactory  in  form  and  substance  to the  Purchaser  and  counsel  for the
Purchaser,  and the Purchaser shall acquire from the Seller, all of the Seller's
right,  title and  interest in and to the Acquired  Assets,  in exchange for the
Consideration, free and clear of any and all Encumbrances. Neither the Purchaser
nor any of its  Affiliates  shall  assume,  become  liable for,  agree to pay or
discharge  or in any  manner  become  in any  way  responsible  for,  any of the
Liabilities of the Seller.

     2.2     Delivery   of  Consideration.    The  certificates  evidencing  and
     ------------------------------------
representing  the Subject  Shares shall be issued and delivered by the Purchaser
to the Seller on the Closing Date for distribution to the Seller's shareholders.

     2.3     Acquired  Assets.   The Acquired Assets  shall consist of Seller of
     ------------------------
the assets of Seller at the Closing Date,  including,  without  limitation,  the
following:

     (a)     Fixtures  and  Equipment.   All of  Seller's  furniture,  fixtures,
             ------------------------
machinery,  equipment,  apparatus,  supplies  and all  other  tangible  personal
property of every kind and description,  insofar as any of the foregoing is used
in or relates to the Seller's business.

     (b)     Licenses and Permits.   All right, title and interest of the Seller
             --------------------
in, to and pursuant to, all licenses,  permits,  authorizations and other rights
of every kind and character  relating to the Seller's  business  pursuant to any
federal, state, or local statute, ordinance or regulation.

     (c)     Intangible Assets.  All right, title and interest of the Seller in,
             -----------------
to and  pursuant to all  trademarks,  technology,  know-how,  data,  copyrights,
trade-names,  servicemarks, licenses, covenants by others not to compete, rights
and privileges  used in the Seller's  business and the goodwill  associated with
the Seller's business.

                                       12
(d)     Goodwill.   The  goodwill and  going concern  value of the Seller's
             --------
interest in the Seller's business.

     (e)     Contracts and Leases.   All right, title and interest of Seller in,
             --------------------
to and pursuant to all contracts and leases.

     (f)     Inventories.   Any and all of the Seller's Inventories.
             -----------

     (g)     Accounts.   All  accounts receivable  of the  Seller in  respect of
             --------
goods sold or leased or services  rendered and all other rights of the Seller to
payment for goods sold or leased or for services  rendered,  including,  without
limitation, those which are not evidenced by instruments or invoices, whether or
not they have been earned by  performance  or have been  written off or reserved
against as a bad debt or doubtful account; together with all instruments and all
documents  of  title  representing  any  of the  foregoing,  all  rights  in any
merchandise  or goods which any of the same  represent,  and all rights,  title,
security  and  guaranties  in favor of the  Seller  with  respect  to any of the
foregoing.

     (h)     Books and Records.   All of the Seller's books and records.
             -----------------

     (i)     Prepaid  Expenses,  Cash,  Insurance.   All  prepaid  expenses  and
             ------------------------------------
deposits relating to the Acquired Assets and all cash of the Seller,  and rights
and benefits provided pursuant to all insurance policies.

     2.4     Closing.  The Closing of the Transaction shall occur at the offices
             -------
of Stepp Law Group, 1301 Dove Street, Suite 460, Newport Beach,  California,  at
10:00 A.M.  on the  Closing  Date or that date that all of those  conditions  to
Closing specified in Article VII of this Agreement have been satisfied or waived
with respect to the Transaction, or at such other place as the Purchaser and the
Seller may agree, on the Closing Date.

                                   ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
                 -----------------------------------------------

The Purchaser represents and warrants to the Seller as follows:

     3.1     Organization  and  Qualification.   The  Purchaser is a corporation
     ----------------------------------------
duly organized,  validly  existing and in good standing  pursuant to the laws of
its  jurisdiction  of  incorporation  and has the requisite  corporate power and
authority to conduct its business as that business is now being  conducted.  The
Purchaser is duly qualified as a foreign  corporation to do business,  and is in
good standing,  in each jurisdiction where the character of the properties owned
or leased by it, or the nature of its activities,  is such that qualification as
a foreign corporation in that jurisdiction is required by law.

     3.2     Authority  Relative  to  This  Agreement.  The  Purchaser  has  the
     ------------------------------------------------
requisite corporate power and authority to perform its obligations  specified by
the provisions of this  Agreement.  The execution and delivery of this Agreement
and the  consummation of the Transaction  have been duly authorized and approved
by the requisite  corporate  authority of the Purchaser,  and no other corporate
actions on the part of the  Purchaser  are  necessary  to approve and adopt this
Agreement  or to approve the  consummation  of the  Transaction,  including  the
issuance and delivery of the Consideration.  The Purchaser has, and any officer,
director or  representative  executing  this  Agreement for and on behalf of the

                                       13
Purchaser  has, the legal  capacity and authority to enter into and deliver this
Agreement.  This  Agreement  is a valid and legally  binding  obligation  of the
Purchaser and is enforceable completely against the Purchaser in accordance with
its terms, except as such enforceability may be limited by general principles of
equity,  bankruptcy,   insolvency,  moratorium  and  similar  laws  relating  to
creditors' rights generally, and subject to approval of any and all governmental
regulatory  agencies and authorities having  jurisdiction of the parties to this
Agreement or the Transaction.

     3.3     Absence  of  Breach;  No  Consents.   The  execution,  delivery and
     ------------------------------------------
performance  of this  Agreement,  and the  performance  by the  Purchaser of its
obligations specified by the provisions of this Agreement (except for compliance
with  any  regulatory  or  licensing  laws  applicable  to the  business  of the
Purchaser,  all of which, and to the extent  applicable to and within control of
the Purchaser  (and to the extent within its Control),  will be satisfied in all
material  respects  prior to the Closing) do not (a) conflict with, and will not
result in a breach of, any of the provisions of the Articles of Incorporation or
Bylaws of the Purchaser; (b) contravene any law, rule or regulation of any state
or  commonwealth,  the United States,  (except for compliance with regulatory or
licensing laws, all of which, to the extent  applicable to the Purchaser (and to
the  extent  within the  control of the  Purchaser),  will be  satisfied  in all
material respects prior to the Closing), or any applicable foreign jurisdiction,
or contravene any order, writ, judgment, injunction,  decree, determination,  or
award  affecting or obligating the  Purchaser,  in such a manner as to provide a
basis for enjoining or otherwise preventing consummation of the Transaction; (c)
conflict  with or result in a  material  breach of or  default  pursuant  to any
material  indenture or loan or credit agreement or any other material  agreement
or instrument to which the Purchaser is a party,  in such a manner as to provide
a basis for enjoining or otherwise  preventing  consummation of the Transaction;
or (d)  require  the  authorization,  consent,  approval or license of any third
party of such a nature that the failure to obtain the same would provide a basis
for enjoining or otherwise preventing consummation of the Transaction.

     3.4     Brokers.  No broker, finder or investment banker is entitled to any
     ---------------
brokerage, finder's or other fee or commission in connection with this Agreement
or the Transaction or any related transaction based upon any agreements, written
or oral, made by or on behalf of the Purchaser.

     3.5     Financial  Statements.   The Purchaser  has heretofore delivered to
     -----------------------------
the Seller the following:

1.   The Audited Financial Statements for the Purchaser;
2.   The Unaudited Financial Statements of the Purchaser;
3.   All  documents  of the  Purchaser  filed  with the SEC within the two years
     preceding the date of execution of this Agreement.

All of the  historical  financial  statements  contained in such  documents were
prepared  from the books and records of the  Purchaser.  The  Audited  Financial
Statements of the Purchaser  were prepared in accordance  with GAAP,  and fairly
and accurately  present the financial  position of the Purchaser as of the dates
and for the periods  indicated in those financial  statements.  Without limiting
the  generality  of the  foregoing,  at the  date of the  Balance  Sheet  of the
Purchaser the Purchaser owned each of the assets specified on the Balance Sheet,
and the  valuation of those assets is not more than the fair  saleable  value of
those assets (on an item by item basis) at that date;  and the  Purchaser has no
liabilities,  other than those specified on the Purchaser's  Balance Sheet,  nor
any  Liabilities  in  amounts  and  excess of the  amounts  specified  for those
Liabilities in the Purchaser's Balance Sheet. The Unaudited Financial Statements
of the  Purchaser,  in the  documents  specified  above  in this  section,  were
prepared  in a manner  consistent  with the  basis of  presentation  used in the
preparation of the Purchasers Audited Financial  Statements,  and fairly present
the  financial  position of the  Purchaser as at and for the periods  indicated,
subject to normal year end adjustments, none of which will be material. From the
date of execution of this Agreement  through the Closing Date the Purchaser will
continue to prepare  financial  statements  on the same basis that the Purchaser

                                       14
has done so in the past and will promptly deliver those financial  statements to
the Seller, and from and after such delivery the  representations and warranties
specified in this section  shall be applicable  to each  financial  statement so
prepared and delivered.

     3.6     No  Material  Adverse  Changes.   Since the date of the Purchaser's
     --------------------------------------
Balance  Sheet,  there  has not  been (i) any  material  adverse  change  in the
business,  condition  (financial or otherwise)  operations,  or prospects of the
Purchaser (ii) any damage, destruction or loss, whether insured or not, having a
material  adverse  effect on the  business,  condition  (financial or otherwise)
operations or prospects of the Purchaser; (iii) any entry into or termination of
any material  commitment,  contract,  agreement  or  transaction  affecting  the
Purchaser,  including,  without  limiting the generality of the  foregoing,  any
material  borrowing or capital  expenditure or sale or other  disposition of any
material asset or assets other than  agreements  executed in the ordinary course
of  business;  (iv) any  transfer of or right  granted  pursuant to any material
lease, license,  agreement,  patent,  trademark,  trade name or copyright of the
Purchaser;  (v) any sale or other disposition of any asset of the Purchaser,  or
any mortgage,  pledge or imposition of any lien or  Encumbrance  on any asset of
the Purchaser,  other than in the ordinary course of business,  or any agreement
related to any of the  foregoing;  or (vi) any default or breach in any material
respect pursuant to any contract,  license or permit held by or for or affecting
the Purchaser.

     3.7     Conduct  of  Business.   Since  the date of the Purchaser's Balance
     -----------------------------
Sheet,  the  Purchaser has conducted its business only in the ordinary and usual
course,  and, without limiting the generality of the foregoing,  no changes have
been made in (i) employee  compensation amounts, or (ii) the manner in which any
employees  of the  Purchaser  are  compensated  or (iii)  supplemental  benefits
provided to any officer,  director,  or other  employee of the Purchaser or (iv)
amounts of Inventory of the Purchaser in relation to sales,  except, in any such
event in the  ordinary  course  of  business  and,  in any such  event,  without
material  adverse  effect on the  business,  condition  (financial or otherwise)
operations, or prospects of the purchaser.

     3.8     Taxes.   The Purchaser has properly filed or caused to be filed all
     -------------
federal,  state, local, and foreign income and other tax returns,  reports,  and
declarations that are required by applicable law to be filed by it and has paid,
or made full and  adequate  provision  for the payment of, all  federal,  state,
local,  and  foreign  income  and  other  taxes  properly  due for  the  periods
contemplated by such returns, reports, and declarations.

     3.9     Litigation.   No investigation or review by any governmental agency
     ------------------
with respect to the  Purchaser is pending or to the  Knowledge of the  Purchaser
threatened  (other than  inspections and reviews  customarily made of businesses
similar to that the Purchaser), nor has any governmental agency indicated to the
Purchaser an intention to conduct the same.  There is no action,  litigation  or
proceeding  pending or to the Knowledge of the Purchaser  threatened  against or
affecting  the  Purchaser  at law or in equity,  or before any  federal,  state,
municipal, or other governmental department,  commission, board, bureau, agency,
or instrumentality.

     3.10    Employees, Etc.   There are no collective bargaining, bonus, profit
     ----------------------
sharing,   compensation,   or  other  plans,   agreements,   trusts,  funds,  or
arrangements  maintained  by the  Purchaser  for the  benefit of its  directors,
officers  or  employees.  There are no  employment,  consulting,  severance,  or
indemnification   arrangements,   agreements,   or  understandings  between  the
Purchaser, on the one hand, and any of its current or former directors, officers
or other  employees (or Affiliates  thereof) on the other hand. The Purchaser is
not, and following the Closing will not be,  obligated by any express or implied
contract or agreement to employ,  directly or as consultant  or  otherwise,  any
person for any specific period of time or until any specific age.

     3.11    Compliance With Laws.  The Purchaser is in compliance with all, and
     ----------------------------
has received no notice of any violation of any, laws or  regulations  applicable
to its  operations,  including,  without  limitation,  the laws and  regulations
relevant to the use or  utilization  of its  premises,  or with respect to which

                                       15
compliance  is a  condition  of  engaging  in any aspect of the  business of the
Purchaser, and the Purchaser has all permits, licenses, zoning rights, and other
governmental  authorizations  necessary  to conduct its  business  as  presently
conducted.

     3.12    Ownership  of  Assets.   The  Purchaser  has good,  marketable  and
     -----------------------------
insurable title, or valid, effective and continuing leasehold rights in the case
of leased  property,  to all real  property  (as to which,  in the case of owned
property, such title is fee simple) and all personal property owned or leased by
the  Purchaser  in such a manner  as to  create  the  appearance  or  reasonable
expectation that the same is owned or leased by the Purchaser; such ownership is
free and clear of all liens, claims,  encumbrances and charges, except liens for
taxes not yet due and minor  imperfections  of title and  encumbrances,  if any,
which,  singly and in the  aggregate,  are not  substantial in amount and do not
materially  detract from the value of the property subject thereto or materially
impair the use thereof;  no other person has any  ownership or similar right in,
or  contractual  or  other  right to  acquire  any such  right  in,  any of such
property.  The  Purchaser  does not know of any  potential  action by any party,
governmental  or  other,  and no  proceedings  with  respect  thereto  have been
instituted of which the Purchaser has notice,  that would materially  affect the
Purchaser's ability to use and to utilize each of its properties.  The Purchaser
has  received  no  notices  from  any  mortgagee  regarding  any of  its  leased
properties.

     3.13    Proprietary  Rights.   The Purchaser  possesses full  and  complete
     ---------------------------
ownership of, or adequate and enforceable  long-term licenses or other rights to
use (without payment), all of the Purchaser's  Proprietary Rights; the Purchaser
has not received any notice of conflict  which asserts the rights of others with
respect thereto; and the Purchaser has in all material respects performed all of
the  obligations  required to be  performed  by it, and is not in default in any
material  respect,  pursuant to any agreement  relating to any such  Proprietary
Right.

     3.14    Subsidiaries.  The Purchaser has no Subsidiaries.
     --------------------

     3.15    Trade  Names.   The  Purchaser  has  not  utilized  any  fictitious
     --------------------
business names or similar name in the conduct of the Purchaser's  business or in
the utilization of the Purchaser's assets.

     3.16    Employee  Benefit  Plans.   The  Purchaser  does  not  maintain  or
     --------------------------------
contribute  to any  Pension  Plan  or any  Welfare  Plan,  nor is the  Purchaser
presently,  nor has the  Purchaser  been  within  the  last  six  (6)  years,  a
participating  employer  in any  Multiemployer  Plan,  affecting,  in any event,
employees of the Purchaser.

     3.17    Facilities.   The Purchaser's facilities  are (as to physical plant
     ------------------
and structure) structurally sound, and none of the Purchaser's  facilities,  nor
any of the vehicles or other  equipment used by the Purchaser in connection with
its  business,  has any  material  defects  and all of them are in all  material
respects in good operating condition and repair and are adequate for the uses to
which they are  utilized;  none of  Purchaser's  facilities,  vehicles  or other
equipment is in need of  maintenance  or repairs  except for  ordinary,  routine
maintenance  and repairs which are not material in nature or cost. The Purchaser
is not in breach,  violation or default of any lease  affecting the  Purchaser's
assets  with  respect  to, or as a result  of,  which the other  party  (whether
lessor, lessee,  sublessor, or sublessee) thereto has the right to terminate the
same,  and the Purchaser has not received  notice of any claim or assertion that
the Purchaser is or may be in any such breach, violation or default.

                                       16
3.18    Accounts Receivable.   All  accounts  receivable of  the  Purchaser
     ---------------------------
represent  transactions  in the ordinary  course of business and are current and
collectible.

     3.19    Inventories.  All Inventories of the Purchaser are of a quality and
     -------------------
quantity  usable and  salable in the  ordinary  course of  business,  except for
obsolete  items  and  items of  below-standard  quality,  all of  which,  in the
aggregate,  are  immaterial in amount.  Items included in such  Inventories  are
specified  on the books and  records  of the  Purchaser  at the lower of cost or
market and, in any event,  at not more than their net  realizable  value,  on an
item by item  basis,  after  appropriate  deduction  for  costs  of  completion,
marketing costs, transportation expense and allocation of all other expenses.

     3.20    Contracts.  The  Purchaser is  not a party  to or  affected  by any
     -----------------
contracts, agreements or understandings,  whether express or implied, written or
verbal; provided,  however, that the Purchaser, may be a party to or affected by
any such contracts,  agreements,  or  understandings  that (1) are terminable on
notice  of less  than  thirty-two  (32)  days  and do not  involve  payments  or
obligations of more than $1,000.00 in any period of thirty-one (31) days or less
(on termination or otherwise);  or (2) involve  aggregate  payment or obligation
remaining  unpaid as of the date of the  Agreement of less than  $5,000.00.  The
Purchaser is not a party to any executory  contract to sell or transfer any part
of any asset or any leasehold  interest in any asset  utilized by the Purchaser.
True and accurate copies of all such leases, and of all amendments, supplements,
extensions and  modifications  thereof,  have  heretofore  been delivered to the
Seller by the Purchaser.

     3.21    Accounts  Payable.  The accounts payable of the Purchaser specified
     -------------------------
on the  Purchaser's  Balance  Sheet do, and those  specified  in the most recent
balance sheet included in the Purchaser's  Unaudited Financial Statements at the
time of the Closing will, be all amounts owed by the Purchaser  regarding  trade
accounts due and other  Payables of the Purchaser,  and the actual  Liability of
the Purchaser with respect of those  obligations is not, and will not be, or any
of such dates, in excess of the amounts so specified on those balance sheets.

     3.22    Labor Matters. There are no activities or controversies, including,
     ---------------------
without  limitation,  any labor  organizing  activities,  election  petitions or
proceedings,  proceedings preparatory thereto, unfair labor practice complaints,
labor  strikes,  disputes,  slowdowns,  or work  stoppages,  pending  or, to the
Knowledge of the Purchaser, threatened, affecting employees of the Purchaser.

     3.23    Insurance.   The Purchaser has insurance policies in full force and
     -----------------
effect insuring the assets of the Purchaser, and such insurance policies provide
for coverages  which are usual and customary in the business of the Purchaser as
to amount  and scope and are  adequate  to protect  the assets of the  Purchaser
against  any   reasonably   foreseeable   risk  of  loss,   including   business
interruption. The Purchaser has not within the past three (3) years received any
notice of cancellation of any insurance policy or agreement affecting the assets
of the Purchaser.

     3.24    Title  to and Utilization  of Real Properties.   The Purchaser owns
     -----------------------------------------------------
fee simple,  insured title to all real property  utilized and has the unfettered
and unconditional  right to use the same, and is not aware of any claim,  notice
or threat to the effect that the Purchaser's  right to own and use such property
is subject in any way to any challenge,  claim, assertion of rights, proceedings
toward  condemnation  or  confiscation,  in whole or in  part,  or is  otherwise
subject to challenge.

                                       17
3.25    Full Disclosure.   The documents, certificates, and other  writings
     -----------------------
furnished  or to be  furnished  by or on behalf of the  Purchaser  to the Seller
pursuant to the provisions of this  Agreement,  taken together in the aggregate,
do not and will not contain any untrue  statement of a material fact, or omit to
state any material fact necessary to make the  statements  made, in light of the
circumstances pursuant to which they are made, not misleading.

     3.26    Capitalization; the Subject Stock; Related Matters.  The authorized
     ----------------------------------------------------------
capital stock of the Purchaser  consists of (i)  50,000,000  shares of $.001 par
value  common  stock and (ii)  10,000,000  shares  of $.001 par value  Preferred
Stock.  There is no other capital  stock  authorized  for issuance.  The Subject
Shares,  when  issued,  will be duly,  legally  and  validly  issued and will be
non-assessable.

     3.27    Options, Warrants and  Other Rights and  Agreements  Affecting  the
     ---------------------------------------------------------------------------
Purchaser's  Capital  Stock.   The Purchaser has no  authorized  or  outstanding
---------------------------
options, warrants, calls, subscriptions, rights, convertible securities or other
securities,  as  defined  by  the  provisions  of  the  Securities  Act,  or any
commitments,  agreements, arrangements or understandings of any manner or nature
whatsoever  obligating the Purchaser,  in any such event, to issue shares of the
Purchaser's capital stock or other securities or securities  convertible into or
evidencing  the right to purchase  shares of the  Purchaser's  capital  stock or
other  securities.   Neither  the  Purchaser  nor  any  officer,   director,  or
shareholder  of  the  Purchaser  is a  party  to any  agreement,  understanding,
arrangement  or  commitment,  or obligated by any  provision  which  creates any
rights in any person with respect to the authorization,  issuance,  voting, sale
or transfer of any shares of the Purchaser's capital stock or other securities.

     3.28    Questionable Payments.   Neither the Purchaser,  nor any  director,
     -----------------------------
officer, agent, employee, or other person associated with or acting on behalf of
the Purchaser has, directly or indirectly, used any corporate funds for unlawful
contributions,  gifts,  entertainment,  or other unlawful  expenses  relating to
political activity;  made any unlawful payment to foreign and domestic political
parties or  campaigns,  from  corporate  funds;  violated  any  provision of the
Foreign Corrupt Practices Act of 1977, as amended; established or maintained any
unlawful or unrecorded fund of corporate monies or other assets;  made any false
or fictitious  entry on the books or records of the  Purchaser;  made any bribe,
rebate,  payoff,  influence payment,  kickback, or other unlawful payment; given
any favor or gift which is not deductible  for federal  income tax purposes;  or
made any bribe, or kickback, or other payment of a similar or comparable nature,
whether lawful or not, to any person or Entity,  private, or public,  regardless
of form, whether in money,  property, or services, to obtain favorable services,
to  obtain  favorable  treatment  in  securing  business  or to  obtain  special
concessions,  or to pay for  favorable  treatment  for  business  secured or for
special concessions already obtained.

     3.29    Litigation  and  Claims.   There  is  no  litigation,  arbitration,
     -------------------------------
claim,  governmental or other proceeding (formal or informal),  or investigation
pending or threatened (or any basis therefor known to the Purchaser) against the
Purchaser or any of the Purchaser's businesses, properties, or assets.

     3.30    Bulk  Transfer  Compliance.   The Purchaser is aware, in connection
     ----------------------------------
with the sale by the Seller of the  Acquired  Assets,  the Seller shall not take
any action  necessary or  appropriate  to comply with  applicable  bulk transfer
requirements of the Uniform Commercial Code.

     3.31    SEC Documents.   The Purchaser has filed all reports required to be
     ---------------------
filed by the  Purchaser  pursuant to the  Exchange  Act,  including  pursuant to
Section 13(a) or 15(d) thereof,  ("SEC Documents") on a timely basis or received
a valid  extension  of such time of filing and has filed any such SEC  Documents

                                       18
prior to the  expiration of any such  extension of time. As of their  respective
dates, the SEC Documents complied in all material respects with the requirements
of the  Exchange  Act and  the  rules  and  regulations  of the SEC  promulgated
pursuant  thereto,  and none of the SEC  Documents,  when filed,  contained  any
untrue statement of material fact or omitted to specify a material fact required
to be specified  therein or necessary in order to make the  information  therein
not misleading.  All material agreements to which the Purchaser is a party or to
which the  property or assets of the  Purchaser  are subject  have been filed as
exhibits to the SEC  Documents,  as required.  The  financial  statements of the
Purchaser  included in the SEC  Documents  comply in all material  respects with
applicable accounting requirements and the rules and regulations of the SEC with
respect  thereto as in effect at the time of filing.  Such financial  statements
have been prepared in accordance with GAAP during the periods  involved,  except
as may be otherwise specified in such financial statements or the notes thereto,
and fairly present,  in all material  respects,  the financial  situation of the
Purchaser as of and for the dates thereof and the results of operations and cash
flows for the periods then ended,  subject, in the case of unaudited statements,
to  normal  year-end  audit  adjustments.   Since  the  date  of  the  financial
statements. included in the Purchaser's last filed Quarterly Report on Form 10-Q
there  has been no  event,  occurrence  or  development  that has had,  or would
reasonable  be expected to have, a material  adverse  effect on the Purchaser or
its  business  that has not been  specifically  disclosed  to the  Seller by the
Purchaser.

     3.32    Investment  Company.   The Purchaser is not, and  is not controlled
     ---------------------------
by or under common control with an affiliate of, an "investment  company" within
the meaning of the Investment Company Act of 1940, as amended.

     3.33    Internal Accounting Controls.   The Purchaser maintains a system of
     ------------------------------------
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with GAAP and to maintain
asset  accountability,  (iii) access to assets is permitted  only in  accordance
with  management's  general or  specific  authorization,  and (iv) the  recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate action is taken with respect to any differences.

     3.34    Private  Offering.   The  Purchaser and  all Persons acting  on its
     -------------------------
behalf have not made, and will not make,  offers or sales of any securities that
might be  integrated  with  issuance  of the  Subject  Shares  and  which  would
disqualify the Purchaser  from relying on that  exemption from the  registration
and  prospectus  delivery  requirements  of the  Securities Act specified by the
provisions of Section 4(2) of the  Securities  Act and Rule 506 of Regulation D.
The issuance by the Purchaser to the Seller of the Subject Shares is exempt from
the  registration  and prospectus  delivery  requirements of the Securities Act.
Neither the  Purchaser,  nor any Person  acting on its behalf,  has  directly or
indirectly  made any  offers  or  sales  in any  security  of the  Purchaser  or
solicited any offers to purchase any  securities  of the  Purchaser  pursuant to
circumstances  that would cause the issuance of the Subject Shares,  pursuant to
this  Agreement,  to be integrated with prior offerings by the Purchaser for the
purposes of the Securities Act.

     3.35    Actions   Since  Balance  Sheet  Date.    Since  the  date  of  the
     ---------------------------------------------
Purchaser's  Balance  Sheet,  the  Purchaser  has taken no action  that would be
prohibited  pursuant to the  provisions  of this  Agreement  (without  the prior
written consent of the Seller, after the date of execution of this Agreement).

                                       19
ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser as follows:

     4.1     Organization and Qualification.  The  Seller is a  corporation duly
     --------------------------------------
organized,  validly  existing and in good  standing  pursuant to the laws of its
jurisdiction  of  incorporation  and  has  the  requisite  corporate  power  and
authority to conduct its business as that business is now being  conducted.  The
Seller is duly qualified as a foreign corporation to do business, and is in good
standing,  in each  jurisdiction  where the character of the properties owned or
leased by it, or the nature of its activities,  is such that  qualification as a
foreign corporation in that jurisdiction is required by law.

     4.2     Authority Relative to This Agreement.  The Seller has the requisite
     --------------------------------------------
corporate  power and  authority  to perform  its  obligations  specified  by the
provisions of this  Agreement.  The execution and delivery of this Agreement and
the  consummation of the  Transaction  have been duly authorized and approved by
the requisite corporate authority of the Seller and no other corporate action on
the part of the Seller is  necessary  to approve and adopt this  Agreement or to
approve the  consummation of the  Transaction,  except for shareholder  approval
specified elsewhere in this Agreement. The Seller has, and any officer, director
or representative  executing this Agreement for and on behalf of the Seller has,
the legal capacity and authority to enter into and deliver this Agreement.  This
Agreement  is a valid  and  legally  binding  obligation  of the  Seller  and is
enforceable  completely against the Seller in accordance with its terms,  except
as  such  enforceability  may  be  limited  by  general  principles  of  equity,
bankruptcy,  insolvency,  moratorium  and similar  laws  relating to  creditors'
rights generally, and subject to approval of any and all governmental regulatory
agencies and authorities having jurisdiction of the parties to this Agreement or
the Transaction.

     4.3     Absence  of  Breach;  No  Consents.   The  execution, delivery  and
     ------------------------------------------
performance  of  this  Agreement,  and  the  performance  by the  Seller  of its
obligations specified by the provisions of this Agreement (except for compliance
with any regulatory or licensing laws  applicable to the business of the Seller,
all of  which,  and to the  extent  applicable  to and with the  control  of the
Seller,  will be satisfied in all material respects prior to the Closing) do not
(a) conflict  with, and will not result in a breach of, any of the provisions of
the  Certificate of  Incorporation  or Bylaws of the Seller;  (b) contravene any
law, rule or regulation of any state or commonwealth, the United States, (except
for compliance  with  regulatory or licensing  laws, all of which, to the extent
applicable  to and within the control of the Seller,  will be  satisfied  in all
material respects prior to the Closing), or any applicable foreign jurisdiction,
or contravene any order, writ, judgment, injunction,  decree, determination,  or
award affecting or obligating the Seller, in such a manner as to provide a basis
for  enjoining or otherwise  preventing  consummation  of the  Transaction;  (c)
conflict  with or result in a  material  breach of or  default  pursuant  to any
material  indenture or loan or credit agreement or any other material  agreement
or instrument  to which the Seller is a party,  in such a manner as to provide a
basis for enjoining or otherwise preventing consummation of the Transaction;  or
(d) require the authorization,  consent,  approval or license of any third party
of such a nature that the  failure to obtain the same would  provide a basis for
enjoining or otherwise preventing consummation of the Transaction.

     4.4     Investment  Representation.   The  Seller  (i) is  aware  that  the
     ----------------------------------
Subject Shares will be restricted  securities  subject to the provisions of Rule
144 and the limits  regarding the resale of the Subject  Shares,  because of the
nature of the  Transaction;  and (ii) is acquiring  the Subject  Shares  without

                                       20
Registration  pursuant to the  provisions of the Securities Act in reliance from
the exemption from the registration and prospectus delivery  requirements of the
Securities Act specified by the provisions of Section 4(2) of the Securities Act
and Rule 506 of Regulation D for  investment  and without any intention of sale,
resale,  or other  distribution  of the Subject  Shares in any manner that is in
violation of the Securities Act.

     4.5     Brokers.   No  broker, finder, or investment banker  is entitled to
     ---------------
any  brokerage,  finder's,  or other fee or commission  in connection  with this
Agreement  or  the  Transaction  or  any  related  transaction  based  upon  any
agreements, written or oral, made by or on behalf of the Seller.

     4.6     No Undisclosed Liabilities.  The Seller has no Liabilities relating
     ----------------------------------
to or  affecting  the  Acquired  Assets  which  have not been  disclosed  to the
Purchaser on that schedule  attached to this Agreement  marked  Schedule 4.5 and
the provisions of which, by this reference, are made a part of this Agreement.

     4.7     Taxes.  The  Seller has properly  filed or  caused to  be filed all
     -------------
federal,  state, local, and foreign income and other tax returns,  reports,  and
declarations  that are required by applicable  law to be filed by the Seller and
that relate to or in any way affect the Acquired  Assets,  and has paid, or made
full and adequate provision for the payment of, all federal,  state,  local, and
foreign income and other taxes properly due for the periods contemplated by such
returns, reports, and declarations.

     4.8     Litigation.  No investigation or  review by any governmental agency
     ------------------
with respect to the Acquired  Assets or the use thereof is pending or threatened
nor has any governmental  agency indicated to the Seller an intention to conduct
the same.  There is no action,  litigation or  proceeding  pending or threatened
against or  affecting  the  Acquired  Assets at law or in equity,  or before any
federal, state, municipal, or other governmental department,  commission, board,
bureau, agency, or instrumentality.

     4.9     Employees, Etc.   There are no collective bargaining, bonus, profit
     ----------------------
sharing,   compensation,   or  other  plans,   agreements,   trusts,  funds,  or
arrangements maintained by the Seller for the benefit of its directors, officers
or employees. There are no employment, consulting, severance, or indemnification
arrangements, agreements, or understandings between the Seller, on the one hand,
and any of its  current or former  directors,  officers or other  employees  (or
Affiliates  thereof) on the other hand.  The Seller is not,  and  following  the
Closing will not be,  obligated by any express or implied  contract or agreement
to employ,  directly or as consultant or otherwise,  any person for any specific
period of time or until any specific age.

     4.10    Compliance  With  Laws.   The Acquired  Business  and  each of  the
     ------------------------------
Acquired  Assets is in  substantial  compliance  with all,  and has  received no
notice  of  any  violation  of  any,  laws  or  regulations  applicable  to  its
operations,  including, without limitation, the laws and regulations relevant to
the use or  utilization  of premises,  or with respect to which  compliance is a
condition of engaging in any aspect of the  business of the  Acquired  Business,
and the Acquired Business has all permits,  licenses,  zoning rights,  and other
governmental  authorizations  necessary  to conduct its  business  as  presently
conducted.  All such permits,  licenses,  zoning rights,  and other governmental
authorizations  will,  as  a  part  and  consequence  of  the  Transaction,   be
transferred to the Purchaser at the Closing.

     4.11    Ownership of Assets.   The  Seller has, except as disclosed  in the
     ---------------------------
Acquired Business Disclosure Document,  good, marketable and insurable title, or
valid, effective and continuing leasehold rights in the case of leased property,

                                       21
to all real property (as to which, in the case of owned property,  such title is
fee  simple)  and all  personal  property  owned or  leased  by the  Seller  and
comprising a part of the Acquired  Assets or the Acquired  Business,  or used by
the Seller in the conduct of the Acquired Business in such a manner as to create
the appearance or reasonable expectation that the same is owned or leased by the
Seller; such ownership is free and clear of all liens, claims,  encumbrances and
charges, except liens for taxes not yet due and minor imperfections of title and
encumbrances, if any, which, singly and in the aggregate, are not substantial in
amount and do not  materially  detract  from the value of the  property  subject
thereto or materially impair the use thereof;  no other person has any ownership
or similar right in, or contractual or other right to acquire any such right in,
any of such assets;  and such ownership will be conveyed to the Purchaser at the
Closing pursuant to the  Transaction.  The Seller does not know of any potential
action by any party,  governmental  or other,  and no  proceedings  with respect
thereto  have been  instituted  of which  the  Seller  has  notice,  that  would
materially affect the Seller's ability to use and to utilize each of such assets
in the  business of the  Acquired  Business.  The Seller has received no notices
from any mortgagee  regarding any leased  properties of the Acquired Business of
the leasehold  interest in which comprises any part of the Acquired Assets.  The
Acquired  Business  Disclosure  Document  specifies  a  detailed  listing of all
Acquired  Business or the leasehold  interest in which comprises any part of the
Acquired Assets. The Acquired Business  Disclosure  Document contains a detailed
listing of all  Acquired  Assets that  consist of (a)  accounts  receivable  (b)
miscellaneous current assets in excess (c) prepaid expenses,  (d) real property,
and (e)  gross  aggregate  additions  for  each of the past  four  (4)  years by
location of (i) buildings and improvements,  (ii) furniture and fixtures,  (iii)
leasehold improvements, and (iv) automobiles and trucks.

     4.12    Condition of Tangible Assets.   All tangible assets included in the
     ------------------------------------
Acquired Assets are in good operating  condition and repair (except for ordinary
wear  and  tear)  and  are in  conformity  in all  material  respects  with  all
applicable  laws,  ordinances,   orders,   regulations  and  other  requirements
(including  applicable  zoning,  environmental,  motor vehicle safety standards,
occupational safety and health laws and regulations)  relating thereto currently
in effect.

     4.13    Trade  Names.    The  Seller  has  not  utilized  any  trade  name,
     --------------------
fictitious  business  name, or other similar name to utilize any of the Acquired
Assets during the ten (10) years preceding the date of this Agreement.

     4.14    Employee Benefit Plans.
     ------------------------------

               (a)  All Pension Plans and Welfare Plans of the Seller  affecting
                    employees  of the  Acquired  Business  or  employees  of the
                    Seller,  have been  administered  in substantial  compliance
                    with their terms, ERISA and, where applicable, the Code. The
                    IRS has issued a favorable determination letter with respect
                    to the  qualification  of each  such  Pension  Plan  and the
                    exemption of any corresponding trust. A copy of the Plan has
                    been furnished to Purchaser,  and nothing has occurred since
                    the date of any such  determination  letter that could cause
                    the   relevant   Pension   Plan  or  trust   to  lose   such
                    qualification or exemption.

               (b)  With respect to each Pension Plan or Welfare Plan  affecting
                    employees  of the  Acquired  Business  or  employees  of the
                    Seller: (i) there is no fact, including, without limitation,
                    any  Reportable  Event,  that exists that would  result in a
                    reason for  termination  of such Plan by the PBGC or for the

                                       22
appointment by the appropriate  United States District Court
                    of a  trustee  to  administer  such  plan,  in each  case as
                    contemplated  by ERISA;  (ii)  neither  the  Seller  nor any
                    fiduciary, trustee or administrator of any such Pension Plan
                    or welfare  Plan,  has engaged in a  Prohibited  Transaction
                    that could  subject  the Seller to any  material  tax or any
                    material  penalty  imposed  by ERISA or the Code;  (iii) the
                    Seller has not incurred  any material  liability to the PBGC
                    (other than for payment of  premiums);  and (iv) there is no
                    material  Accumulated Funding Deficiency with respect to any
                    Pension Plan, whether or not waived.

               (c)  There has been no Plan  Termination that has occurred during
                    the five-year  period  ending on the date of this  Agreement
                    affecting employees of the Acquired Business or employees of
                    the Seller.

               (d)  The Seller has no Knowledge of any liability  being incurred
                    pursuant to Title IV of ERISA by the Seller with  respect to
                    any Pension Plan maintained by a trade or business  (whether
                    or not incorporated)  which is under common control with, or
                    part of a controlled group of corporations with, the Seller,
                    within the meaning of Sections 414(b) or (c) of the Code and
                    affecting employees of the Acquired Business or employees of
                    the Seller.

               (e)  No Welfare Plan affecting employees of the Acquired Business
                    or  employees  of the Seller is funded with a trust or other
                    funding method, other than insurance policies.

               (f)  There  has  occurred  no  Complete   Withdrawal  or  Partial
                    Withdrawal with respect to any  Muliemployer  Plan affecting
                    employees  of the  Acquired  Business  that could  cause the
                    Acquired Business or any part thereof or any of the Acquired
                    Assets to be exposed or subjected to any  liability,  or any
                    lien  or  similar  charge  in  relation  to  any  liability,
                    pursuant to or as a result of ERISA other than to the extent
                    previously  paid  or  fully  provided  for in  the  Seller's
                    Balance  Sheet,  and all payment  required to be made to any
                    such  Plan  by  the  Seller   pursuant  to  any   applicable
                    collective bargaining agreements have been made.

     4.15    Facilities.  The Acquired Facilities are (as to physical  plant and
     ------------------
structure)  structurally sound and none of the Acquired  Facilities,  nor any of
the vehicles or other equipment used by the Acquired Business in connection with
its  business,  has any  material  defects  and all of them are in all  material
respects in good operating condition and repair and are adequate fro the uses to
which they are being put;  none of such Acquired  Facilities,  vehicles or other
equipment is in need of  maintenance or repairs which are not material in nature
or cost.  The  Seller  is not in  breach,  violation  or  default  of any  lease
affecting the Acquired  Business or the Acquired Assets with respect to, or as a
result  of,  which  the other  party  (whether  lessor,  lessee,  sublessor,  or
sublessee)  thereto has the right to terminate the same,  and the Seller has not
received  notice  of any  claim  or  assertion  that it is or may be in any such
breach, violation or default.

     4.16    Accounts Receivable. All accounts receivable of the Seller, whether
     ---------------------------
or not reflected in the Seller's  Balance Sheet,  represent  transactions in the
ordinary course of business, and are current and collectible net of any reserves

                                       23
shown on such  Balance  Sheet (which  reserves are adequate and were  calculated
consistent  with past  practice).  The  Acquired  Business  Disclosure  Document
specifically  identifies (a) the aging of  Receivables;  (b) each  receivable in
excess of $1,000.00 (c) each  Receivable that is more than 90 days past due; and
(d) each  Receivable  from a Person from whom the aggregate of such  receivables
exceeds $ 1,000.00.

     4.17    Inventories.   All  Inventories  of  the  Seller,  whether  or  not
     -------------------
specified in the Seller's  Balance Sheet,  are of a quality and quantity useable
and salable in the  ordinary  course of business,  except for obsolete  items of
below  standard  quality,  all of which,  in the  aggregate,  are  immaterial in
amount.  Items  included  in such  Inventories  are  carried on the books of the
Seller,  at the lower of cost or market and, in any event,  at not greater  than
their  net  realizable  value,  on an  item  by item  basis,  after  appropriate
deduction for costs of completion,  marketing costs,  transportation expense and
allocation of overhead.

     4.18    Contracts.    Except  as  identified  in   the  Acquired   Business
     -----------------
Disclosure  Document,  the  Acquired  Assets and the  Acquired  Business are not
parties to or affected by any contracts,  agreements or understandings,  whether
express or implied,  written or verbal,  provided,  however,  that the  Acquired
Assets or the  Acquired  Business  may be  parties  to or  affected  by, and the
Acquired  Business  Disclosure  Document need not identify,  any such contracts,
agreements,  or  understandings  that (a) are  terminable on notice of less than
thirty-two  (32) days and do not involve  payments or  obligation of more than $
1,000.00  in any  period  of  thirty-one  (31) days or less (on  termination  or
otherwise);  or (b) involve aggregate payment or obligation  remaining unpaid as
of the date of the  Agreement  of less that $ 1,000.00.  The  Acquired  Business
Disclosure  Document shall,  however,  identify the aggregate  amount of payment
obligations  remaining  unpaid as of the Agreement of all contracts  exempt from
disclosure  by clause (b)  above.  The  Acquired  Business  Disclosure  Document
included  a brief  summary of each such  contract,  agreement  or  understanding
identified therein.  Without in any respect limiting the foregoing, the Acquired
Business  Disclosure Document contains a description of all leases of properties
included in the Acquired Assets or utilized by the Acquired Business,  including
all amendments,  supplements, extensions and modifications thereof, identifying,
inter alia,  the date each such document was executed and its effective  period.
The Seller is not a party to any executory contract to sell or transfer any part
of any  leasehold  interest  included in the Acquired  Assets or utilized by the
Acquired  Business.  True and  accurate  copies of all such  leases,  and of all
amendments,  supplements,  extensions and modifications thereof, have heretofore
been delivered to the Purchaser by the Seller.

     4.19    Accounts Payable.   The  accounts payable specified on the Seller's
     ------------------------
Balance Sheet do, and those  specified in the most recent balance sheet included
in the Unaudited  Financial  Statements  of the Acquired  Business do, and those
specified  on the books of the Seller at the time of the Closing  will,  specify
all  amounts  owed by the  Seller in  respect  of trade  accounts  due and other
Payables of the Acquired  Business or relating to the Acquired  Assets,  and the
actual  Liability of the Seller in respect of such obligations was not, and will
not be, on any of such  dates,  in excess of the  amounts  so  specified  on the
balance sheets or the books of the Acquired Business, as the case may be.

     4.20    Insurance.   The Seller has  insurance  policies in full  force and
     -----------------
effect  insuring  the  Acquired  Assets  and the  Acquired  Business,  and  such
insurance  policies  provide for coverages  which are usual and customary in the
business of the  Acquired  Business as to amount and scope,  and are adequate to
protect the Acquired  Business against any reasonably  foreseeable risk of loss,

                                       24
including  business  interruption.  The Acquired  Business  Disclosure  Document
identities each of such insurance  policies,  indicating the carrier,  amount of
coverage,  annual  premium,  risks covered,  placing broker or agent,  and other
relevant  information  as to each.  The Seller has not within the past three (3)
years received any notice of cancellation of any insurance  agreement  affecting
the Acquired Assets or the Acquired Business.

     4.21    Title  to and Utilization of Real Properties.   Except as disclosed
     ----------------------------------------------------
in the  Acquired  Business  Disclosure  Document,  the Seller owns fee,  simple,
insured title to all real property  included in the Acquired  Assets and has the
absolute right to use the same, and is not aware of any claim,  notice or threat
to the effect that its right to own and use such  property is subject in any way
to any challenge, claim, assertion or fights, proceedings toward condemnation or
confiscation,  in whole or in part, or is otherwise  subject to challenge.  Each
parcel of real  property the  ownership  of, or leasehold  interest in, which is
included  among the  Acquired  Assets is free of any and all  hazardous  wastes,
toxic  substances,  or other types of  contamination or matters of environmental
concern,  and the  Seller is not  subject  to any  Liability  resulting  from or
related  to  any  such   wastes,   substances,   contaminants,   or  matters  of
environmental concern in connection with any such property.

     4.22    Actions  Since  Balance  Sheet  Date.   Except as  set forth on the
     --------------------------------------------
Acquired Business  Disclosure  Document,  since the date of the Seller's Balance
Sheet, the Seller has taken no actions that would be prohibited  pursuant to the
provisions of this Agreement  (without the prior consent of the Purchaser) after
the date of this Agreement.

     4.23    Full Disclosure.   The documents, certificates, and other  writings
     -----------------------
furnished  or to be  furnished  by or on behalf of the  Seller to the  Purchaser
pursuant to the provisions of this  Agreement,  taken together in the aggregate,
do not and will not contain any untrue  statement of a material fact, or omit to
state any material fact necessary to make the  statements  made, in light of the
circumstances pursuant to which they are made, not misleading.

     4.24    Evaluation of Risks.   The Seller has such Knowledge and experience
     ---------------------------
in business and financial  matters that the Seller is capable of evaluating  the
Purchaser  and the  proposed  activities  thereof,  the risks and  merits of the
acquisition  of the Subject Shares and of making an informed  decision  relating
thereto;  and the  Seller  is not  utilizing  any  other  Person  regarding  the
evaluation of those risks and merits.

     4.25    Questionable  Payments.   Neither  the  Seller,  nor any  director,
     ------------------------------
officer, agent, employee, or other person associated with or acting on behalf of
the Seller has,  directly or indirectly,  used any corporate  funds for unlawful
contributions,  gifts,  entertainment,  or other unlawful  expenses  relating to
political activity;  made any unlawful payment to foreign and domestic political
parties or  campaigns,  from  corporate  funds;  violated  any  provision of the
Foreign Corrupt Practices Act of 1977, as amended; established or maintained any
unlawful or unrecorded fund of corporate monies or other assets;  made any false
or  fictitious  entry on the books or  records  of the  Seller;  made any bribe,
rebate,  payoff,  influence payment,  kickback, or other unlawful payment; given
any favor or gift which is not deductible  for federal  income tax purposes;  or
made any bribe, or kickback, or other payment of a similar or comparable nature,
whether lawful or not, to any person or Entity,  private, or public,  regardless
of form, whether in money,  property, or services, to obtain favorable services,
to  obtain  favorable  treatment  in  securing  business  or to  obtain  special
concessions,  or to pay for  favorable  treatment  for  business  secured or for
special concessions already obtained.

                                       25
4.26    Labor  Matters.   The Seller is not a party to  any labor agreement
     ----------------------
with respect to its employees with any labor organization, group or association.
The  Seller  has  not   experienced  any  attempt  by  organized  labor  or  its
representatives  to make the  Seller  conform  to  demands  of  organized  labor
relating to the  Seller's  employees or to enter into a binding  agreement  with
organized labor that would relate to the employees of the Seller.  The Seller is
in material compliance with all applicable laws respecting employment practices,
terms and conditions of employment and wages and hours and is not engaged in any
unfair labor practice which would have a material adverse effect on the Acquired
Assets. There is no unfair labor practice charge or complaint against the Seller
pending  before the National  Labor  Relations  Board or any other  Governmental
Entity resulting from the Seller's  activities,  and the Seller has no Knowledge
of any facts or  information  which would give rise  thereto;  there is no labor
strike or labor disturbance  pending or, to the Seller's  Knowledge,  threatened
against the Seller nor is any grievance currently being asserted; and the Seller
has not experienced a work stoppage or other labor difficulty.

     4.27    No Other Agreements Regarding the Acquired Business or the Acquired
     ---------------------------------------------------------------------------
Assets. The Seller does not have any legal or equitable obligation,  absolute or
------
contingent,  to any other  person to sell the  Acquired  Business  or any of the
Acquired Assets, or to enter into any agreement with respect thereto.

     4.28    Compliance  With  Legislation  Regulating   Environmental  Quality.
     --------------------------------------------------------------------------
To the Seller's Knowledge, there are no toxic wastes or other toxic or hazardous
substances  or  materials  being  stored or  otherwise  held in or on any of the
Seller's  facilities,  or which  have  migrated  from the  Seller's  facilities,
whether  contained in ambient air, surface water,  groundwater,  land surface or
subsurface strata. To the Seller's Knowledge,  the Seller's facilities have been
maintained   in  material   compliance   with  all  federal,   state  and  local
environmental  protection,  occupational,  health and  safety or  similar  laws,
ordinances,   restrictions,   licenses,  and  local  environmental   protection,
occupational,  health  and  safety or  similar  laws  ordinances,  restrictions,
licenses  and  regulations,  including,  but not limited  to, the Federal  Water
Pollution Control Act, Resource Conservation & Recovery Act, Safe Drinking Water
Act, Toxic Substances  Control Act, Clean Air Act,  Comprehensive  Environmental
Response, Compensation and Liability Act ("CERCLA"), and similar state laws. The
Seller has not  disposed or arranged  (by  contract,  agreement  or  otherwise),
within the  meaning of Section  107(a)(3)  of CERCLA,  for the  disposal  of any
material or substance  that was  generated or used by the Seller at any off-site
location  that has been or is listed or proposed  for  inclusion on the National
Priority  List  promulgated  pursuant to CERCLA or any list  promulgated  by any
Governmental  Entity for the purpose of identifying sites which pose an imminent
danger to health and safety.  The Seller has delivered to the Purchaser true and
complete  copies of all  environmental  studies,  reports and  analyses  made or
prepared, in the last five (5) years relating to Acquired Assets.

     4.29    Financial Statements.   The  Seller has heretofore delivered to the
     ----------------------------
Purchaser the Unaudited Financial Statements of the Acquired Business.

     All of the historical financial statements contained in such documents were
prepared  from the books and  records of the  Seller.  The  Unaudited  Financial
Statements of the Acquired  Business were prepared in accordance  with GAAP, and
fairly and accurately present the financial position and condition of the Seller
as at the dates and for the periods  indicated,  subject to normal  adjustments,
none of which will be material.  Without limiting the foregoing,  at the date of
the  Seller's  Balance  Sheet the Seller  owned each of the assets  included  in
preparation of the Seller's  Balance Sheet,  and the valuation of such assets in
the Seller's  Balance  Sheet is not more than their fair  saleable  value (on an

                                       26
item by item basis) at that date;  and the Seller had no  Liabilities  for which
the  Acquired  Business  or any  part of the  Seller's  Balance  Sheet,  nor any
Liabilities  in  amounts  in  excess  of the  amounts  included  for them in the
Seller's Balance Sheet. From the date of this Agreement through the Closing Date
the Seller  will  continue  to prepare  financial  statements  for the  Acquired
Business  on the same  basis  that it has  done so in the  past,  will  promptly
deliver the same to the Purchaser,  and agrees that from and after such delivery
the foregoing  representations will be applicable to each financial statement so
prepared and delivered.

     4.30    Absence  of Material Differences  From Disclosure Document.  Except
     ------------------------------------------------------------------
as specifically disclosed in the Acquired Business Disclosure Document:

     4.31    No Undisclosed Liabilities.  The Seller has no Liabilities relating
     ----------------------------------
to or  affecting  the  Acquired  Business or the  Acquired  Assets which are not
adequately  specified or reserved against on the Seller's Balance Sheet,  except
Liabilities  incurred  since  the  date of the  Seller's  Balance  Sheet  in the
ordinary  course of business of the Acquired  Business and consistent  with past
practice.  Without  limiting the  foregoing,  (a) there are no unpaid  leasehold
improvements at any of the Acquired  Facilities for which the Acquired  Business
is or will be responsible, and (b) there are no deferred rents due to lessors at
or  with  respect  to any of such  Acquired  Facilities,  and  (c) the  Acquired
Business Disclosure Document sets forth, as a part thereof, each Liability of or
affecting the Acquired Business or the Acquired Assets.

     4.32    No  Material Adverse  Change, etc.   Since the date of the Seller's
     -----------------------------------------
Balance Sheet, other than as contemplated or caused by this Agreement, there has
not been (a) any material adverse change in the business,  condition  (financial
or  otherwise),  operations,  or  prospects of the  Acquired  Business;  (b) any
damage,  destruction  or loss,  whether  covered by insurance  or not,  having a
material  adverse  effect on the business,  condition  (financial or otherwise),
operations or prospects of the Acquired Business, or adversely affecting the the
Acquired Assets;  (c) any entry into or termination of any material  commitment,
contract,  agreement  or  transaction  affecting  the  Acquired  Business or the
Acquired  Assets  (including,  without  limitation,  any  material  borrowing or
capital  expenditure  or sale or  other  disposition  of any  material  asset or
assets) other than this Agreement and agreements executed in the ordinary course
of business;  (d) any redemption,  repurchase or other  acquisition for value of
the  capital  stock of any  corporation  included in the  Acquired  Assets or of
securities  convertible  into or rights to acquire any such capital stock or any
dividend or distribution  declared, set aside or paid on any such capital stock;
(e) any  transfer  of or  right  granted  under  any  material  lease,  license,
agreement,  patent,  trademark,  trade  name or  copyright  included  among  the
Acquired Assets;  (f) any sale or other disposition of any asset of the Acquired
Business, or any mortgage, pledge or imposition of any lien or other encumbrance
on any asset of the Acquired Business or of any agreement relating to any of the
foregoing;  or (g) any  default  or breach  in any  material  respect  under any
contract,  license or permit held by or for or affecting the Acquired  Business.
Since the date of the  Seller's  Balance  Sheet,  the Seller has  conducted  the
Acquired  Business only in the ordinary and usual course,  and, without limiting
the foregoing,  no changes have been made in (a) executive compensation amounts,
or (b) the  manner  in  which  other  employees  of the  Acquired  Business,  or
employees  whose  principal  duties  related  to the  Acquired  Business  or the
Acquired Assets, are compensated,  or (c) supplemental  benefits provided to any
such  executives or other  employees,  or (d)  inventory  levels of the Acquired
Business in relation to sales levels,  except, in any such case, in the ordinary
course of business  and, in any even,  without  material  adverse  effect on the
business,  condition (financial or otherwise),  operations,  or prospects of the
Acquired Business.

                                       27
4.33    Proprietary   Rights.   The  Seller  possesses  full  and  complete
     ----------------------------
ownership of, or adequate and enforceable  long-term licenses or other rights to
use (without  payment),  all Proprietary Rights used in the Acquired Business or
utilized  in  conjunction  with the  Acquired  Assets,  and all such  ownership,
license or other  rights  shall be  conveyed  to the  Purchaser  at the  Closing
pursuant to the Transaction;  the Seller has not received any notice of conflict
which asserts the rights of others with respect  thereto;  and the Seller has in
all material respects performed all of the obligations  required to be performed
by it, and is not in default in any material respect,  pursuant to any agreement
relating to any such Property Right.

     4.34    Evaluation  of  Risks.   At  the time  the Seller  was offered  the
     -----------------------------
Subject  Shares and at the Closing  Date,  the Seller,  either alone or together
with its representatives,  had and will have such knowledge,  sophistication and
experience in business and  financial  matters so as to be capable of evaluating
the merits and risks of the  prospective  acquisition  of the Subject Shares and
had and will have so  evaluated  the merits and risks of such  acquisition.  The
Seller has the  authority  and is duly and legally  qualified to acquire and own
the Subject Shares.

     4.35    Acknowledgment  of  Certain  Risks.   The  Seller  understands  and
     ------------------------------------------
acknowledges  that the  Seller's  acquisition  of the  Subject  Shares  involves
significant and numerous risks.

     4.36    Recent  Operations.   The Seller  understands and acknowledges that
     --------------------------
the  Purchaser  has commenced  operations  quite  recently and has no history of
operations  upon which the Seller can make an evaluation of the  acquisition  of
the Subject Shares.

     4.37    No  Approval  by  Regulatory  Agency.   The Seller is aware that no
     --------------------------------------------
federal  or state  agency has  approved  or made any  finding  or  determination
regarding the fairness or adequacy of the  acquisition  of the Subject Shares or
any recommendation or endorsement of the Subject Shares.

     4.38    Opportunity  Regarding Review  and Inspection.   The Seller has had
     -----------------------------------------------------
the opportunity to make such  inspections as the Seller has deemed  necessary or
appropriate to complete the Seller's acquisition of the Subject Shares.

     4.39    No Advertisement or Solicitation.  The Seller has not received from
     ----------------------------------------
the Purchaser or any Person  acting on behalf of the Purchase any  advertisement
or general  solicitation  in  connection  with the Seller's  acquisition  of the
Subject Shares.

     4.40    Conflict of Interest and Consent to Multiple  Representation.   The
     --------------------------------------------------------------------
Purchaser  and the Seller  have both  requested  that  Stepp Law Group  ("Firm")
represent  both  parties  in  connection  with  the  Transactions.  The Firm has
represented,  and continues to represent, both Purchaser and Seller in regard to
certain  transactional  and securities  matters.  The  relationship  between the
parties and the multiple representation of the parties by the Firm in connection
with the Transaction may result in the  representation  of adverse  interests by
the  Firm  firm  regarding   representation  of  both  of  the  parties  to  the
Transaction. Accordingly, the Firm has diclosed to both Purchaser and Seller, in
writing,  the existing  and  potential  conflicts  of interest  inherent in such
multiple representation.  This Agreement constitutes a written acknowledgment by
Purchaser  and Seller,  jointly and  severally,  that the Firm has informed both
parties,  in  writing,  of those  conflicts  of interest  and,  by signing  this
Agreement, the Seller provides written consent to the multiple representation by
the Firm of the parties in connection with the Transaction.

                                    ARTICLE V
                           COVENANTS OF THE PURCHASER
                           --------------------------

     5.1     Affirmative Covenants.  From the date of this Agreement through the
     -----------------------------
Closing Date, the Purchaser will take every action reasonably  required of it in
order to satisfy  the  conditions  to Closing  set forth in this  Agreement  and

                                       28
otherwise to ensure the prompt and  expedient  consummation  of the  Transaction
substantially  as contemplated by this Agreement,  and will exert all reasonable
efforts to cause the Transaction to be consummated;  provided,  however,  in all
instances  that  the  representations  and  warranties  of the  Seller  in  this
Agreement are and remain true and accurate and the  covenants and  agreements of
the  Seller in this  Agreement  are  performed  and that the  conditions  to the
obligations  of the Purchaser  set forth in this  Agreement are capable of being
performed.

     5.2     Cooperation.  The Purchaser shall cooperate with the Seller and its
     -------------------
counsel,  accountants  and agents in every way in closing and  consummating  the
Transaction,  and in delivering all documents and instruments  deemed reasonably
necessary or useful by counsel to the Seller.

     5.3     Expenses.   Whether  or  not  the  Transaction  is consummated, all
     ----------------
costs and expenses  incurred by the Purchaser in connection  with this Agreement
and the Transaction shall be paid by the Purchaser.

     5.4     Publicity.   Prior to the Closing any  written news releases by the
     -----------------
Purchaser  pertaining to this Agreement or the Transaction shall be submitted to
the Seller for review and approval prior to release by the Purchaser,  and shall
be released only in a form approved by the Seller;  provided,  however, that (1)
such  approval  shall not be  unreasonably  withheld,  and (2) such  review  and
approval shall not be required of releases by the Purchaser, if prior review and
approval  would  prevent  the timely  and  accurate  dissemination  of such news
release as required to comply,  in the judgment of counsel,  with any applicable
law, rule or policy.

     5.5     Access and Information.   The Purchaser shall provide to the Seller
     ------------------------------
and to the Seller's accountants,  counsel, and other representatives  reasonable
access during normal  business hours  throughout the period prior to the Closing
to all of the Purchaser's  properties,  books, contracts,  commitments,  records
(including,  but not limited to, tax  returns),  and  personnel  relating to the
Purchaser and, during such period,  the Purchaser shall furnish  promptly to the
Seller (1) all written communications relating to the business of the Purchaser,
(2)  internal  monthly  financial  statements  of  the  Purchaser  when  and  as
available,  and  (3) all  other  information  relating  to the  business  of the
Purchaser as the Seller may reasonably request, but no investigation pursuant to
this Section 5.5 shall affect any representations or warranties of the Purchaser
or  the  conditions  to  the   obligations  of  the  Seller  to  consummate  the
Transaction. In the event of the termination of this Agreement, the Seller will,
and will cause its  representatives  to, deliver to the Purchaser or destroy all
documents,  work papers, and other material, and all copies thereof, obtained by
the Seller or on its behalf from the Purchaser as a result of this  Agreement or
in  connection  herewith,  whether  so  obtained  before or after the  execution
hereof, and will hold in confidence all information received from the Purchaser,
whether or not such  information  has been  designated  as  confidential  by the
Purchaser in writing or by appropriate and obvious notation, and the Seller will
not use any such information,  except in connection with the Transaction,  until
such time as such information is otherwise  publicly  available.  Seller and its
representatives shall assert their rights pursuant to this Section 5.5 in such a
manner as to minimize interference with the business of the Purchaser.

     5.6     Conduct of Business  Pending Closing of the Transaction.   Prior to
     ---------------------------------------------------------------
the  consummation  of the  Transaction  or the  termination  of  this  Agreement
pursuant to its terms,  unless the Seller  shall  otherwise  consent in writing,
which  consent  shall not be  unreasonably  withheld or  delayed,  and except as
otherwise contemplated by this Agreement, the Purchaser will comply with each of
the following:

                                       29
(1)  The business of the Purchaser  will be conducted  only in the ordinary
          and usual  course,  the  Purchaser  shall  keep  intact  the  business
          organization  and goodwill of the  Purchaser  and its  business,  keep
          available  the services of the employees of the Purchaser and maintain
          good relationships with suppliers,  lenders, creditors,  distributors,
          employees,   customers  and  others   having   business  or  financial
          relationships with the Purchaser,  and the Purchaser shall immediately
          notify the Seller of any event or occurrence or emergency material to,
          and  not  in the  ordinary  and  usual  course  of  business  of,  the
          Purchaser.

     (2)  The Purchaser will continue properly and promptly to file when due all
          federal,  state, local,  foreign, and other tax returns,  reports, and
          declarations  required  to be filed by it, and will pay,  or make full
          and adequate  provision for the payment of, all taxes and governmental
          charges due from or payable by it.

     (3)  The Purchaser will comply with all laws and regulations  applicable to
          the operations of the Purchaser.

     (4)  The  Purchaser  will maintain in complete  force and effect  insurance
          coverage  relating to its  business of a type and amount  customary in
          the  business of the  Purchaser  (but not less than that  presently in
          effect).

     5.7     Updating of Exhibits and Schedules.  The Purchaser shall notify the
     ------------------------------------------
Seller of any  changes,  additions  or events  which may cause any  change in or
addition to any  schedules or exhibits  delivered by the  Purchaser  pursuant to
this Agreement,  promptly after the occurrence of the same and at the Closing by
the delivery of updates of all such schedules and exhibits. No notification made
pursuant  to  this   section   shall  be  deemed  to  cure  any  breach  of  any
representation   or  warranty  made  in  this   Agreement,   unless  the  Seller
specifically  agrees  thereto in  writing,  nor shall any such  notification  be
considered  to  constitute  or result in a waiver by the Seller of any condition
set forth in this Agreement.

     5.8     Issuance and delivery of the  Consideration.   On  the Closing, the
     ---------------------------------------------------
Purchaser  shall  issue or  cause  to be  issued  to the  Seller  a  certificate
evidencing the Subject Shares.

     5.9     Notice  of   Changes.    Until  the  Closing,  the  Purchaser  will
     ----------------------------
immediately  inform the Seller,  in a detailed  written  notice,  of any fact or
occurrence  or any  pending  or  threatened  occurrence  of which the  Purchaser
obtains  Knowledge and which (if existing and known at the time of the execution
of this  Agreement) or at the time of closing (a) would have been required to be
set forth or  disclosed  in or  pursuant  to this  Agreement  or an  exhibit  or
schedule  hereto,  (b) would  make the  performance  by the Seller of a covenant
specified in this Agreement impossible or make that performance  materially more
difficult  that in the absence of that fact or  occurrence,  or (c) (if existing
and known at the time of the  Closing)  would cause a condition  to the Seller's
obligations pursuant to this Agreement not to be satisfied completely.

     5.10    Brokerage  Fees.  If any  person  shall assert against the Seller a
     -----------------------
claim to a fee, commission, or other compensation because of alleged performance
of services as a broker or finder of the Purchaser,  in connection  with or as a
result  of the  Transaction  the  Purchaser  shall  (subject  to next  sentence)
indemnify and hold the Seller harmless against any and all losses,  liabilities,
claims,  damages,  and expenses  whatsoever as and when incurred resulting from,
based upon or in  connection  with such claim by such person,  and the Purchaser

                                       30
shall,  at its  expense,  defend,  any and all  lawsuits,  actions,  proceedings
(formal or informal), or investigations involving the claim that may at any time
be brought  against the Seller and satisfy  promptly any  settlement or judgment
arising  therefrom;  but,  if the  Purchaser  fails to defend any such  lawsuit,
action,  proceeding, or investigation in a timely manner, the Seller, shall have
the right to defend  and  settle  the same and pay any  judgment  or  settlement
pertaining  thereto,  as it may  reasonably  deem  appropriate,  at the  cost of
Purchaser.  If, however,  it is ultimately  determined in any suit,  action,  or
proceeding (in which the Seller was provided the opportunity to have its counsel
participate  in the defense)  the Seller was the sole  employer of the broker or
finder, or services were performed solely for Seller, the Purchaser shall not be
responsible  pursuant  to this  Section  5.10 and amounts  therefor  paid by the
Purchaser pursuant to this Section 5.10 shall be reimbursed by the Seller.

     5.11    Changes in Members of Board of Directors.  On the Closing Date, as
     ------------------------------------------------
the only member of the Board of Directors of the Purchaser,  shall appoint those
persons as members of the Board of Directors of the  Purchaser as  designated by
the Seller.

     5.12    Registration Rights Agreements.  On or before the Closing Date, the
     --------------------------------------
Purchaser shall enter into and execute with the Seller the  Registration  Rights
Agreement. The Purchaser shall perform each and every obligation to be performed
by the Purchaser pursuant to the Registration Rights Agreement.

     5.13    Stop  Transfer Orders;  Suspension of Qualification.  The Purchaser
     -----------------------------------------------------------
shall not make any notation on its records or give  instructions to any transfer
agent of the Purchaser  which enlarge the  restrictions  of transfer  imposed by
law. The Purchaser will advise the Seller, promptly after the Purchaser receives
notice of  issuance by the SEC,  any state  securities  commission  or any other
regulatory  authority of any stop order or of any order preventing or suspending
the use of any offering of any securities of the Purchaser, or of the suspension
of the  qualification  of the  Subject  Securities  for  offering or sale in any
jurisdiction, or the initiation of any proceeding for any such purpose.

     5.14    Furnishing  of  Information.   The Purchaser  shall file timely (or
     -----------------------------------
obtain  extensions in respect  thereof and file within the applicable  extension
period) all reports  required to be filed by the Purchaser after the (i) date of
this  Agreement  and (ii) Closing Date pursuant to Section 13(a) or 15(d) of the
Exchange act and to furnish the Seller promptly with true and complete copies of
all such reports. Upon the request of any Person, the Purchaser shall deliver to
such  Person  a  written  certification  of a  duly  authorized  officer  of the
Purchaser as to whether the Purchaser has complied with such requirements.

     5.15    Form  D;  Blue  Sky  Laws.   The Purchaser shall file a Form D with
     ---------------------------------
respect to the  Subject  Shares as  required  pursuant  to  Regulation  D and to
provide a copy thereof to the Seller  promptly after such filing.  The Purchaser
shall,  on or before the Closing Date,  take such action as the Purchaser  shall
reasonably  determine is necessary to qualify the Subject  Shares for, or obtain
exemption  for the  Subject  Shares  for,  issuance to the Seller at the Closing
pursuant to this Agreement pursuant to applicable  securities or "Blue Sky" laws
of the states of the United States,  and shall provide to the Seller evidence of
any such action so taken on or prior to the Closing Date.  The  Purchaser  shall
make all  filings  and  reports  relating  to the offer and sale of the  Subject
Shares  required  pursuant to  applicable  securities  or "Blue Sky" laws of the
states of the United States following the Closing Date.

     5.16    Integration.  The  Purchaser  shall  not  sell,  offer for  sale or
     -------------------
solicit offers to purchase or otherwise negotiate in respect of any security (as
defined in Section 2 of the  Securities  Act) that would be integrated  with the
issuance of the Subject  Shares in a manner that would require the  registration
pursuant  to the  Securities  Act of the  issuance  of any or all of the Subject
Shares to the Seller.

     5.17    Conflict of Interest and Consent to  Multiple  Representation.  The
     ---------------------------------------------------------------------
Purchaser  and the Seller  have both  requested  that  Stepp Law Group  ("Firm")
represent  both  parties  in  connection  with  the  Transaction.  The  Firm has
represented,  and continues to represent, both Purchaser and Seller in regard to

                                       31
certain  transactional  and securities  matters.  The  relationship  between the
parties and the multiple representation of the parties by the Firm in connection
with the Transaction may result in the  representation  of adverse  interests by
the  Firm  firm  regarding   representation  of  both  of  the  parties  to  the
Transaction. Accordingly, the Firm has diclosed to both Purchaser and Seller, in
writing,  the existing  and  potential  conflicts  of interest  inherent in such
multiple representation.  This Agreement constitutes a written acknowledgment by
Purchaser  and Seller,  jointly and  severally,  that the Firm has informed both
parties,  in  writing,  of those  conflicts  of interest  and,  by signing  this
Agreement, the Purchaser provides written consent to the multiple representation
by the Firm of the parties in connection with the Transaction.

                                   ARTICLE VI
                             COVENANTS OF THE SELLER
                             -----------------------

     6.1     Affirmative  Covenants.   From the date  hereof through the Closing
     ------------------------------
Date, the Seller will take every action reasonably required of it to satisfy the
conditions  to Closing set forth in this  Agreement  and otherwise to ensure the
prompt  and  expedient   consummation  of  the  Transaction   substantially   as
contemplated  hereby,  and will  exert  all  reasonable  efforts  to  cause  the
Transaction  to be  consummated;  provided,  however,  in all instances that the
representations and warranties of the Purchaser in this Agreement are and remain
true and accurate and that the covenants and agreements of the Purchaser in this
Agreement are correct and that the  conditions to the  obligations of the Seller
set forth in this Agreement are capable of satisfaction.

     6.2     Dissolution and  Liquidation of the Seller.   After the Closing and
     --------------------------------------------------
at the  Seller's  expense,  the  Seller  shall  take  all  action  necessary  or
appropriate  for the prompt  distribution  of the Subject Shares to the Seller's
shareholders.

     6.3     Access  and Information.  The Seller shall provide to the Purchaser
     -------------------------------
and  to  the  Purchaser's   accountants,   counsel,  and  other  representatives
reasonable  access during normal  business hours  throughout the period prior to
the Closing to all of the Seller's properties,  books,  contracts,  commitments,
records (including,  but not limited to, tax returns), and personnel relating to
the Acquired Assets and, during such period,  the Seller shall furnish  promptly
to the Purchaser (1) all written communications relating to the Acquired Assets,
and (2) all other  information  relating to the Acquired Assets as the Purchaser
may reasonably request, but no investigation  pursuant to this Section 6.3 shall
affect any representations or warranties of the Seller, or the conditions to the
obligations of the Purchaser to consummate the Transaction.  In the event of the
termination  of  this  Agreement,   the  Purchaser  will,  and  will  cause  its
representatives to, deliver to the Seller or destroy all documents, work papers,
and other material, and all copies thereof,  obtained by the Purchaser or on its
behalf from the Seller as a result of this Agreement or in connection  herewith,
whether  so  obtained  before or after the  execution  hereof,  and will hold in
confidence  all  information  received  from  the  Seller,  whether  or not such
information  has  been  designated  as  such  by the  Seller  in  writing  or by
appropriate  and  obvious  notation,  and the  Purchaser  will  not use any such
information,  except in connection with the Transaction, until such time as such
information, is otherwise publicly available.  Purchaser and its representatives
shall  assert  their  rights  pursuant to this  Section 6.3 in such manner as to
minimize interference with the business of the Seller.

                                       32
6.4     No Solicitation.  The Seller and those persons and Entities  acting
     -----------------------
on behalf of the Seller will not,  and the Seller  will use its best  efforts to
cause its  employees,  agents,  and  representatives  (including  any investment
banker) not,  directly or  indirectly,  to solicit,  encourage,  or initiate any
discussions   with,  or  negotiate  or  otherwise  deal  with,  or  provide  any
information  to, any person or Entity other than the Purchaser and its officers,
employees,  and agents,  relating to the Acquired Assets. The Seller will notify
the  Purchaser  immediately  upon  receipt  of any  inquiry,  offer or  proposal
relating to any of the foregoing. None of the foregoing shall prohibit providing
information  to others in a manner in keeping with the  ordinary  conduct of the
Seller's business, or providing information to government authorities.

     6.5     Conduct of Business Pending Closing of the Transaction.   Prior to
     --------------------------------------------------------------
the  consummation  of the  Transaction  or the  termination  of  this  Agreement
pursuant to its terms,  unless the Purchaser shall otherwise consent in writing,
which  consent  shall not be  unreasonably  withheld or  delayed,  and except as
otherwise  contemplated by this  Agreement,  the Seller will comply with each of
the following:

     (1)  The Seller's business will be conducted only in the ordinary and usual
          course,  the Seller  shall keep intact the business  organization  and
          goodwill of the Seller and the Seller's  business,  keep available the
          services  of  the   employees   of  the  Seller  and   maintain   good
          relationships  with  suppliers,   lenders,  creditors,   distributors,
          employees,   customers  and  others   having   business  or  financial
          relationships  with  the  Seller's  business,  and  the  Seller  shall
          immediately notify the Purchaser of any event or occurrence  affecting
          the Acquired Assets.

     (2)  The  Seller  shall  not  create,  incur or  assume  any  long-term  or
          short-term  indebtedness  for  money  borrowed  or  make  any  capital
          expenditures or commitment affecting any of the Acquired Assets.

     (3)  The Seller shall not sell,  lease,  mortgage,  encumber,  or otherwise
          dispose of or grant any interest in any of the Acquired Assets.

     (4)  The Seller shall not enter into any contract,  agreement,  commitment,
          or understanding relating to or affecting the Acquired Assets.

     (5)  The  Seller  shall  not  enter  into  any  agreement,  commitment,  or
          understanding, whether in writing or otherwise, with respect to any of
          the matters referred to in subparagraphs (1) through (4) above.

     (6)  The Seller will  continue  properly  and promptly to file when due all
          federal,  state, local,  foreign, and other tax returns,  reports, and
          declarations  required  to be filed  by it  relating  to the  Acquired
          Assets,  and will pay,  or make full and  adequate  provision  for the
          payment of, all taxes and governmental  charges due from or payable by
          the Seller relating to the Acquired Assets.

     (7)  The Seller will comply with all laws and regulations applicable to the
          operations  of  the  Seller's  business  and  the  utilization  of the
          Acquired Assets.

     (8)  The Seller will maintain in full force and effect  insurance  coverage
          relating to the Acquired  Assets (but not less than that  presently in
          effect).

                                       33
6.6     Cooperation.   The Seller will cooperate with the Purchaser and its
     -------------------
counsel,  accountants,  and agents in every way in consummating  and closing the
Transaction  and in delivering all documents and instruments  deemed  reasonably
necessary or useful by the Purchaser.

     6.7     Expenses.   Whether  or not  the  Transaction  is consummated,  all
     ----------------
costs and expenses  incurred by the Seller in connection with this Agreement and
the Transaction shall be paid by the Seller.

     6.8     Publicity.  Prior  to the Closing any  written news releases by the
     -----------------
Seller pertaining to this Agreement or the Transaction shall be submitted to the
Purchaser for review and approval  prior to release by the Seller,  and shall be
released only in a form approved by the Purchaser;  provided,  however, that (1)
such  approval  shall not be  unreasonably  withheld,  and (2) such  review  and
approval  shall not be required of releases by the Seller,  if prior  review and
approval  would  prevent  the timely  and  accurate  dissemination  of such news
release as required to comply,  in the judgment of counsel,  with any applicable
law, rule or policy.

     6.9     Updating  of Exhibits  and Disclosure  Documents.  The Seller shall
     --------------------------------------------------------
notify the  Purchaser of any changes,  additions,  or events which may cause any
change in or  addition to any  schedules  or  exhibits  delivered  by the Seller
pursuant to this  Agreement  promptly after the occurrence of the same and again
at the Closing by  delivery of  appropriate  updates to all such  schedules  and
exhibits.  No such notification made pursuant to this section shall be deemed to
cure any breach of any representation or warranty made in this Agreement, unless
the  Purchaser  specifically  agrees  thereto  in  writing,  nor  shall any such
notification  be considered to constitute or result in a waiver by the Purchaser
of any condition set forth in this Agreement.

     6.10    Payment  of  Unassumed  Liabilities.  The Seller agrees promptly to
     -------------------------------------------
pay when  due,  or  otherwise  to  discharge,  without  cost or  expense  to the
Purchaser, each and every unassumed Liability of the Seller.

     6.11    Notice of Changes.  Until the Closing, the Seller will  immediately
     -------------------------
inform the Purchaser, in a detailed written notice, of any fact or occurrence or
any pending or threatened  occurrence of which the Seller obtains  Knowledge and
which (a) (if existing and known at the time of the execution of this Agreement)
would have been  required  to be set forth or  disclosed  in or pursuant to this
Agreement  or an exhibit or schedule  hereto,  (b) (if existing and known at any
time prior to or at the Closing) would make the  performance by the Purchaser of
a covenant  specified  in this  Agreement  impossible  or make that  performance
materially more difficult that in the absence of that fact or occurrence, or (c)
(if existing  and known at the time of the  Closing)  would cause a condition to
the  Purchaser's  obligations  pursuant  to  this  Agreement  not  to  be  fully
satisfied.

     6.12    Consents Without Any Condition.   The  Seller  shall  not  make any
     --------------------------------------
agreement or enter into any  understanding  not approved in writing by Purchaser
as a condition  for  obtaining  any  consent,  authorization,  approval,  order,
license, certificate, or permit required or contemplated by this Agreement.

     6.13    Brokerage Fees.  If any person shall assert against the Purchaser a
     ----------------------
claim  to a fee,  commission,  or  other  compensation  on  account  of  alleged
performance of services as a broker of finder, in connection with or as a result
of the  Transaction,  the Seller shall (subject to next sentence)  indemnify and

                                       34
hold the Purchaser  harmless  against any and all losses,  liabilities,  claims,
damages, and expenses whatsoever as and when incurred resulting from, based upon
or in connection  with such claim by such person,  and the Seller shall,  at its
expense,  defend,  any  and  all  lawsuits,  actions,   proceedings  (formal  or
informal), or investigations involving the claim that may at any time be brought
against the Seller and  satisfy  promptly  any  settlement  or judgment  arising
therefrom;  but,  if the  Seller  fails  to  defend  any such  lawsuit,  action,
proceeding,  or investigation  in a timely manner,  the Purchaser shall have the
right  to  defend  and  settle  the  same  and pay any  judgment  or  settlement
pertaining  thereto,  as the Purchaser may reasonably deem  appropriate,  at the
cost of the  Seller.  If,  however,  it is  ultimately  determined  in any suit,
action,  or proceeding  (in which the Purchaser was provided the  opportunity to
have  its  counsel  participate  in the  defense)  the  Purchaser,  was the sole
employer of the broker or finder,  or  services  were  performed  solely for the
Purchaser, the Seller shall not be responsible pursuant to this Section 6.13 and
amounts  therefor  paid by the  Seller  because  of this  Section  6.13 shall be
reimbursed by the Purchaser.

     6.14    Consent  of  Shareholders.    As  soon  as  practicable  after  the
     ---------------------------------
execution of this Agreement,  Seller shall commence activities towards obtaining
the  approval  of the  Transaction  by the  holders of the  majority in interest
(fifty one percent  (51%) or more) of the issued and  outstanding  shares of the
$.001 par value  common stock of the Seller,  which  approval may be obtained in
any  manner  consistent  with  the  General  Corporation  Law  of the  State  of
California.

     6.15    Transfer  Restrictions.  If the  Seller should decide to dispose of
     ------------------------------
any of the Subject Shares,  the Seller  understands and agrees that it may do so
only pursuant to an effective  registration statement pursuant to the Securities
Act (such as the SB-2) of the  Purchaser or pursuant to an  available  exemption
from the  registration  and prospectus  delivery  requirements of the Securities
Act. In connection  with any transfer of any Subject  Shares other than pursuant
to an effective registration statement filed by the Purchaser, the Purchaser may
require the transferor  thereof to provide to the Purchaser a written opinion of
counsel,   the  form  and   substance  of  which  opinion  shall  be  reasonably
satisfactory to the Purchaser, to the effect that such transfer does not require
registration  of such  transferred  securities  pursuant to the Securities  Act,
which opinion shall be delivered by counsel for the Purchaser.

     6.16    Consent  to  Legend.   The Seller agrees to the imprinting, so long
     ---------------------------
as is  required,  of the  following  legend on the  certificate  evidencing  the
Subject Shares:

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT  BEEN  REGISTERED  WITH THE
     SECURITIES  AND  EXCHANGE   COMMISSION  IN  RELIANCE  UPON  EXEMPTION  FROM
     REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
     ACT"), AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
     AVAILABLE  EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                                   ARTICLE VII
                              CONDITIONS TO CLOSING
                              ---------------------

     7.1     Conditions  to  Obligation  of  Purchaser.  The  obligation  of the
     -------------------------------------------------
Purchaser to close the  Transaction  shall be subject to the  fulfillment  at or
prior to the Closing of the following conditions,  unless the Seller shall waive
such fulfillment in writing:

                                       35
(1)  This Agreement and the Transaction  shall have received all approvals,
          consents,  authorizations,  and waivers  from  governmental  and other
          regulatory  agencies  and  other  third  parties  (including  lenders,
          holders of debt  securities  and lessors)  required to consummate  the
          Transaction;

     (2)  There shall not be in effect a preliminary or permanent  injunction or
          other  order  by any  federal  or  state  court  which  prohibits  the
          consummation of the Transaction;

     (3)  The Seller shall have  performed in all material  respects each of its
          agreements and obligations specified in this Agreement and required to
          be performed on or prior to the Closing and shall have  complied  with
          all material  requirements,  rules,  and regulations of all regulatory
          authorities having jurisdiction relating to the Transaction;

     (4)  No adverse  change  shall,  in the  judgment  of the  Purchaser,  have
          occurred  regarding  the  Acquired  Assets  since  the  date  of  this
          Agreement;

     (5)  The  representations  and  warranties  of the Seller set forth in this
          Agreement  shall be true in all  material  respects  as of the date of
          this Agreement and, except in such respects as, in the judgment of the
          Purchaser, do not materially and adversely affect the Acquired Assets,
          as of the Closing, as if made as of the Closing; and

     (6)  The Seller shall have delivered to the Purchaser  other documents that
          the Purchaser may reasonably  request in order to enable the Purchaser
          to determine whether the conditions to its obligation pursuant to this
          Agreement  have been  satisfied and otherwise to consummate  and close
          the Transaction.

     7.2     Conditions  to  Obligation  of the  Seller.   The obligation of the
     --------------------------------------------------
Seller to effect the Transaction shall be subject to the fulfillment at or prior
to the Closing of the following  conditions,  unless the  Purchaser  shall waive
such fulfillment in writing:

     (1)  This Agreement and the Transaction  shall have received all approvals,
          consents,  authorizations,  and waivers  from  governmental  and other
          regulatory agencies and other third parties;

     (2)  There shall not be in effect a preliminary or permanent  injunction or
          other  order by any federal or state  authority  which  prohibits  the
          consummation of the Transaction;

     (3)  The  Purchaser  shall have  performed  in all  material  respects  its
          agreements and obligations  specified in this Agreement required to be
          performed on or prior to the Closing;

     (4)  The  representations and warranties of the Purchaser set forth in this
          Agreement  shall be true in all  material  respects  as of the date of
          this Agreement  and,  except in such respects as do not materially and
          adversely affect the business of the Purchaser, as of the Closing Date
          as if made as of the Closing Date; and

                                       36
(5)  The Purchaser  shall have delivered to the Seller other documents that
          the  Seller  may  reasonably  request in order to enable the Seller to
          determine  whether the conditions to its  obligation  pursuant to this
          Agreement  have been  satisfied and otherwise to consummate  and close
          the Transaction.

     7.3     Hart-Scott-Rodino  Waiting  Period.  All applicable waiting periods
     ------------------------------------------
in respect of the  transactions  contemplated by this Agreement  pursuant to the
HSR Act, as amended, shall have expired at or prior to the Closing.

                                  ARTICLE VIII
              DOCUMENTS TO BE DELIVERED AND INSTRUMENTS AT CLOSING
              ----------------------------------------------------

     8.1     The  Purchaser to the Seller.   On the Closing, the Purchaser shall
     ------------------------------------
deliver or cause to be delivered the following  instruments and documents to the
Seller:

     (1)  A certificate  evidencing and representing  the Subject Shares,  which
          certificate   shall  specify  an  appropriate   legend  regarding  the
          restricted nature of those shares;

     (2)  Those  documents  contemplated  by the  provisions of Paragraph (5) of
          Section 7.2 of this Agreement;

     (3)  Evidence  of action by the  members of the Board of  Directors  of the
          Purchaser  appointing  as  members  of the Board of  Directors  of the
          Purchaser those persons designated by the Seller; and

     (4)  A copy of the Registration  Rights Agreement duly signed by authorized
          officers of the Purchaser.

     8.2     The  Seller  to  the  Purchaser.  On  the Closing, the Seller shall
     ---------------------------------------
deliver or cause to be delivered the following  instruments and documents to the
Purchaser:

     (1)  A Bill of Sale, executed by the President and Secretary of the Seller,
          pursuant to which title to the  Acquired  Assets are  transferred  and
          vested in the Purchaser a copy of which is attached to this  Agreement
          marked as Exhibit "A" ("Bill of Sale");

     (2)  Those  documents  contemplated  by the  provisions of Paragraph (6) of
          Section 7.1 of this Agreement; and

     (3)  A copy of the Registration  Rights Agreement duly signed by authorized
          officers of the Seller.

                                       37
ARTICLE IX
                                 INDEMNIFICATION
                                 ---------------

     9.1     Indemnification  by  the  Seller.  The Seller shall indemnify, save
     ----------------------------------------
and hold harmless the Purchaser,  its affiliates and  subsidiaries,  and its and
their  respective  officers,  employees,   directors,   accountants,   auditors,
attorneys,   partners,   agents,   and   other   representatives   ("Purchaser's
Representatives") from and against any and all costs, losses (including, without
limitation,  diminution in value), liabilities, damages, lawsuits, deficiencies,
adverse claims,  Taxes and expenses  (whether or not resulting from  third-party
claims)  including,   without  limitation,   interest,   penalties,   reasonable
attorneys' fees and all amounts paid in investigation,  defense or settlement of
any of the foregoing (collectively,  "Damages"),  incurred in connection with or
resulting from (i) any breach of any covenant or warranty,  or the inaccuracy of
any representation made by the Seller in or pursuant to this Agreement, (ii) any
actual or  threatened  claim,  suit,  action or  proceeding  resulting  from the
Seller's use of the Acquired  Assets prior to the Closing Date and (iii) any and
all  liabilities of the Seller.  The term Damages as used in this Section 9.1 is
not limited to matters  asserted by third  parties  against the Purchaser or the
Purchaser's  Representatives,  but includes Damages incurred or sustained by the
Purchaser  or the  Purchaser's  Representatives,  in the absences of third party
claims.

     9.2     Indemnification  by the  Purchaser.  The Purchaser shall indemnify,
     ------------------------------------------
save and  hold  harmless  the  Seller,  and the  Seller's  officers,  employees,
directors,   accountants,   auditors,  attorneys,  partners,  agents  and  other
representatives,  from and against any and all  Damages  incurred in  connection
with or arising out of or resulting from any breach of any covenant or warranty,
or the inaccuracy of any representation, made by the Purchaser in or pursuant to
this Agreement.

     9.3     Defense  of  Third-Party  Claims.  If  any  lawsuit or  enforcement
     ----------------------------------------
action is filed  against any party  entitled  to the benefit of  indemnification
pursuant  to this  Article  IX,  written  notice  thereof  shall be given to the
indemnifying  party as promptly as  practicable  (and in any event no later than
fifteen  (15) days after the  service of the  citation  or  summons);  provided,
however,  that the failure of any indemnified  party to give timely notice shall
not affect rights to  indemnification  contemplated by this Article IX except to
the extent that the indemnifying party demonstrates actual damage caused by such
failure.  After such notice,  if the  indemnifying  party shall  acknowledge  in
writing to the indemnified party that the indemnifying  party shall be obligated
pursuant  to the terms of its  indemnification  pursuant  to this  Article IX in
connection  with such lawsuit or action,  then the  indemnifying  party shall be
entitled,  if  such  party  so  elects,  to  take  control  of the  defense  and
investigation  of such  lawsuit or action and to employ and engage  attorneys of
its own choice to handle and defend the same, at the indemnifying  party's cost,
risk and expense; provided, however, that the indemnifying party and its counsel
shall  proceed  with  diligence  and in good faith  with  respect  thereto.  The
indemnified   party  shall  cooperate  in  all  reasonable   respects  with  the
indemnifying party and such attorneys in the investigation, trial and defense of
such lawsuit or action and any appeal resulting  therefrom;  provided,  however,
that  the  indemnified   party  may,  at  its  own  cost,   participate  in  the
investigation,  trial and  defense  of such  lawsuit  or action  and any  appeal
resulting  therefrom.  If a tax  audit is  commenced  or any Tax is  claimed  in
connection  with any of the Acquired  Assets prior to the Closing Date, such tax
claim shall be treated as a lawsuit or  enforcement  action for purposes of this
Section 9.3; provided,  however, that the Seller shall be solely responsible for
all Taxes, Liabilities and expenses resulting therefrom.

                                       38
ARTICLE X
                         TERMINATION, AMENDMENT, WAIVER
                         ------------------------------

     10.1    Termination.   This Agreement and the Transaction may be terminated
     -------------------
at any time prior to the Closing:

     (1)  By mutual consent of the Purchaser and the Seller; or

     (2)  By either  Purchaser or the Seller,  upon written notice to the other,
          if the  conditions  to such  party's  obligations  to  consummate  the
          Transaction,  in the case of Purchaser, as specified in Section 7.1 of
          this Agreement, or, in the case of the Seller, as specified in Section
          7.2 of this Agreement,  were not, or cannot  reasonably be, satisfied,
          unless the failure or condition  is the result of the material  breach
          of this Agreement by the party seeking to terminate this Agreement.

     10.2    Amendment.  This  Agreement may be amended by the Purchaser and the
     -----------------
Seller by action taken at any time. This Agreement may not be amended, except by
an instrument in writing signed on behalf of the Purchaser and the Seller.

     10.3    Waiver.  At  any time prior  to the Closing, the  Purchaser  or the
     --------------
Seller may (i) extend the time for the  performance of any of the obligations or
other  acts  of  the  other   party,   (ii)  waive  any   inaccuracies   in  the
representations  and  warranties  specified in this Agreement or in any document
delivered pursuant to this Agreement,  or (iii) waive compliance with any of the
agreements or conditions specified in this Agreement.  Any agreement on the part
of a party to any such  extension  or waiver shall be valid only if set forth in
an instrument in writing signed on behalf of such party.

                                   ARTICLE XI
                               GENERAL PROVISIONS
                               ------------------

     11.1    Notices.    Any   notice,  direction  or  instrument  required   or
     ---------------
permitted to be given  pursuant to this  Agreement  shall be given in writing by
(a) telegram,  facsimile transmission or similar method, if confirmed by mail as
herein  provided;  by mail, (b) if mailed postage  prepaid,  by certified  mail,
return receipt  requested;  or (iii) hand delivery to any party at the addresses
of the parties  specified below. If given by telegram or facsimile  transmission
or similar  method or by hand  delivery,  such notice,  direction or  instrument
shall be deemed to have been given or made on the day on which it was given, and
if  mailed,  shall be  deemed  to have been  given or made on the  second  (2nd)
business day  following  the day after which it was mailed.  Any party may, from
time to time by similar  notice,  give notice of any change of  address,  and in
such event, the address of such party shall be deemed to be changed accordingly.
The address,  telephone number and facsimile  transmission number for the notice
of each party are:

     If to the Seller:          Norstar Communications, Inc.
                                18200 Von Karman Avenue
                                Suite 900
                                Irvine, California 92612
     Facsimile:                 949.567.1881

     If to the Purchaser:       Universal Broadband Communications, Inc.
                                18200 Von Karman, 10th Floor
                                Irvine, California 92612
     Facsimile:                 949.567.1883

                                       39
11.2    Further Assurances.  Each party, at any time and from time to time,
     --------------------------
at the other party's request,  shall execute,  acknowledge,  and deliver any and
all  instruments  and take any and all action that may be necessary or proper to
carry out, perform, and effectuate the intents and purposes of the provisions of
this  Agreement.  In the case of refusal  or failure to do so by any party,  the
other  parties,  and each of  them,  shall  have the  power  and  authority,  as
attorney-in-fact for the party so refusing or failing, to execute,  acknowledge,
and deliver such instrument.

     11.3    Time of the Essence.  Time is, and at all times hereafter shall be,
     ---------------------------
of the  essence in  satisfying  the terms,  conditions  and  provisions  of this
Agreement.

     11.4    Attorneys'  Fees.   In  the event  either party incurs any expense,
     ------------------------
including  attorneys'  fees, by reason of any default or alleged  default by the
other party, the party prevailing in any action or proceeding brought to resolve
the issue of any such  default or alleged  default  shall be entitled to recover
such prevailing  party's expenses incurred to prosecute or defend such action or
proceeding,  including, without limiting the generality of the foregoing, actual
attorneys' fees and costs incurred  preparatory to such prosecution and defense.
Moreover,  while a court of  competent  jurisdiction  may assist in  determining
whether  or not the  fees  actually  incurred  are  reasonable  considering  the
circumstances  then  existing,  that  court  shall  not  to be  governed  by any
judicially or  legislatively  established fee schedule,  and said fees and costs
are to include  those as may be incurred on appeal of any issue and all of which
fees and  costs  shall be  included  as part of any  judgment,  by cost  bill or
otherwise,  and where applicable,  any appellate decision rendered in or arising
out of such action or proceeding.  For purposes of this Agreement, in any action
or proceeding instituted by a party based upon any default or alleged default of
this Agreement by the other party,  the prevailing  party shall be that party in
any such action or proceeding (i) in whose favor a judgment is entered,  or (ii)
prior to trial,  hearing  or  judgment  such  other  party  shall pay all or any
portion of amounts  claimed by the party  seeking  payment,  or such other party
shall  eliminate the  condition,  cease the act, or otherwise  cure the omission
claimed by the party initiating such action or proceeding.

     11.5    Assignment.   No party shall have the right, without the consent of
     ------------------
the other party, to assign,  transfer, sell, pledge,  hypothecate,  delegate, or
otherwise transfer,  whether voluntarily,  involuntarily or by operation of law,
any of such party's  rights or  obligations  created by the  provisions  of this
Agreement,  nor shall the parties' rights be subject to encumbrance or the claim
of creditors.  Any such purported  assignment,  transfer, or delegation shall be
null and void.

     11.6    Captions  and  Interpretations.  Captions of the articles, sections
     --------------------------------------
and paragraphs of this Agreement are for convenience and reference only, and the
works specified therein shall in no way be held to explain,  modify,  amplify or
aid in the  interpretation,  construction,  or meaning of the provisions of this
Agreement.  The language in all parts to this Agreement,  in all cases, shall be
construed in accordance with the fair meaning of that language as if prepared by
all parties and not  strictly  for or against any party.  Each party and counsel
for such party have reviewed this  Agreement.  The rule of  construction,  which
requires a court to resolve any ambiguities  against the drafting  party,  shall
not apply in interpreting the provisions of this Agreement.

     11.7    Entire  Agreement.  This  Agreement and  the  Bill of Sale  are the
     -------------------------
final written  expression  and the complete and  exclusive  statement of all the
agreements,  conditions,  promises,  representations,  warranties  and covenants

                                       40
between the parties with respect to the subject  matter of this  Agreement,  and
this  Agreement  and the Bill of Sale  supersede  all  prior or  contemporaneous
agreements, negotiations, representations, warranties, covenants, understandings
and  discussions  by  and  between  and  among  the  parties,  their  respective
representatives,  and any other  person,  with  respect  to the  subject  matter
specified in this Agreement.  This Agreement and the Bill of Sale may be amended
only by an instrument in writing which expressly refers to this Agreement or the
Bill of Sale and  specifically  indicates  that such  instrument  is intended to
amend this  Agreement  or the Bill of Sale and is signed by each of the parties.
Each of the parties  represents,  warrants and covenants  that in executing this
Agreement  and the Bill of Sale that such party has relied  solely on the terms,
conditions and provisions specified in this Agreement and the Bill of Sale. Each
of the parties additionally represents, warrants and covenants that in executing
and delivering this Agreement and the Bill of Sale that such party has placed no
reliance  whatsoever on any  statement,  representation,  warranty,  covenant or
promise of the other party, or any other person, not specified expressly in this
Agreement  and the Bill of Sale,  or upon the  failure of any party or any other
person to make any statement,  representation,  warranty, covenant or disclosure
of any nature whatsoever. The parties have included this section to preclude (i)
any claim that any party was in any manner  whatsoever  induced  fraudulently to
enter into,  execute and deliver this  Agreement and the Bill of Sale,  and (ii)
the introduction of parol evidence to vary, interpret, supersede, modify, amend,
annul,  supplement or contradict  the terms,  conditions  and provisions of this
Agreement or the Bill of Sale. No provision of the Bill of Sale shall  supersede
or annul the terms and provisions of this Agreement, unless the matter specified
in the Bill of Sale shall explicitly so provide to the contrary. In the event of
ambiguity in meaning or  understanding  between the provisions of this Agreement
proper and the Bill of Sale, the provisions of this Agreement  shall prevail and
control in all instances.

     11.8    Choice of Law and Consent to Jurisdiction.  This Agreement shall be
     -------------------------------------------------
deemed  to have  been  entered  into  in the  State  of  Nevada.  All  questions
concerning  the validity,  interpretation,  or  performance of any of the terms,
conditions  and  provisions  of  this  Agreement  or of  any of  the  rights  or
obligations  of the parties  shall be governed  by, and  resolved in  accordance
with,  the laws of the  State of  Nevada  without  regard  to  conflicts  of law
principles.

     11.9    Number and Gender.  Whenever  the  singular  number is used in this
     -------------------------
Agreement and, when required by the context,  the same shall include the plural,
and vice versa;  the masculine  gender shall include the feminine and the neuter
genders, and vice versa.

     11.10   Successors and Assigns.  This  Agreement and each of its provisions
     ------------------------------
shall obligate the heirs, executors, administrators,  successors, and assigns of
each of the parties.  Nothing  specified in this  article,  however,  shall be a
consent to the assignment or delegation by any party of such party's  respective
rights and obligations created by the provisions of this Agreement.

     11.11   Third Party Beneficiaries.  Except as  expressly  specified  by the
     ---------------------------------
provisions of this  Agreement,  this Agreement  shall not be construed to confer
upon or give to any person,  other than the parties hereto, any right, remedy or
claim  pursuant to, or by reason of, this  Agreement or of any term or condition
of this Agreement.

     11.12   Severability.  In the event  any  part of this  Agreement,  for any
     --------------------
reason, is determined by a court of competent  jurisdiction to be invalid,  such
determination  shall not affect the  validity of any  remaining  portion of this

                                       41
Agreement,  which remaining  portion shall remain in full force and effect as if
this Agreement had been executed with the invalid portion thereof eliminated. It
is hereby  declared the  intention of the parties that they would have  executed
the remaining  portion of this Agreement without including any such part, parts,
or portion which, for any reason, may be hereafter determined to be invalid.

     11.13   Governmental  Rules and  Regulations.  The Transaction is and shall
     --------------------------------------------
remain subject to any and all present and future orders,  rules and  regulations
of any duly constituted authority having jurisdiction of the Transaction.

     11.14   Execution  in  Counterparts.  This  Agreement  may  be  prepared in
     -----------------------------------
multiple  copies and forwarded to each of the parties for execution.  All of the
signatures  of the parties  may be affixed to one copy or to separate  copies of
this  Agreement  and when all such  copies  are  received  and signed by all the
parties,  those copies shall  constitute  one  agreement  which is not otherwise
separable or divisible.

     11.15   Reservation  of  Rights.  The failure  of any party  at any time or
     -------------------------------
times  hereafter to require strict  performance by any other party of any of the
warranties,   representations,   covenants,  terms,  conditions  and  provisions
specified  in this  Agreement  shall not waive,  affect of diminish any right of
such party failing to require strict performance to demand strict compliance and
performance  therewith  and with  respect to any other  provisions,  warranties,
terms,  and conditions  specified in this  Agreement.  Any waiver of any default
shall  not  waive or  affect  any other  default,  whether  prior or  subsequent
thereto,   and  whether  the  same  or  of  a  different   type.   None  of  the
representations,   warranties,   covenants,  conditions,  provisions  and  terms
specified  in this  Agreement  shall be deemed to have been waived by any act or
Knowledge of any party,  its agents,  trustees,  officers,  or employees and any
such  waiver  shall be made  only by an  instrument  in  writing,  signed by the
waiving party and directed to any non-waiving party specifying such waiver,  and
each  party  reserves  such  party's  rights to insist  upon  strict  compliance
herewith at all times.

     11.16   Survival   of   Covenants,  Representations  and  Warranties.   All
     --------------------------------------------------------------------
covenants,  representations, and warranties made by each party to this Agreement
shall be deemed made for the  purpose of inducing  the other party to enter into
and execute this  Agreement.  The  representations,  warranties,  and  covenants
specified  in this  Agreement  shall  survive the Closing and shall  survive any
investigation  by either  party  whether  before or after the  execution of this
Agreement. The covenants,  representations, and warranties of the Seller and the
Purchaser are made only to and for the benefit of the other and shall not create
or vest rights in other persons.

     11.17   Concurrent   Remedies.   No  right  or  remedy  specified  in  this
     -----------------------------
Agreement  conferred  on or reserved to the  parties is  exclusive  of any other
right or remedy  specified  in this  Agreement  or by law or equity  provided or
permitted;  but each such  right  and  remedy  shall be  cumulative  of,  and in
addition to, every other right and remedy  specified in this Agreement or now or
hereafter  existing at law or in equity or by statute or  otherwise,  and may be
enforced  concurrently  therewith or from time to time. The  termination of this
Agreement  for any reason  whatsoever  shall not  prejudice  any right or remedy
which  any  party  may  have,  either at law,  in  equity,  or  pursuant  to the
provisions of this Agreement.

     11.18   Force  Majeure.  If  any party is  rendered unable,  completely  or
     ----------------------
partially,  by the  occurrence  of an  event  of  "force  majeure"  (hereinafter
defined) to perform such party's  obligations  created by the provisions of this
Agreement, such party shall give to the other party prompt written notice of the

                                       42
event of "force majeure" with reasonably  complete  particulars  concerning such
event;  thereupon,  the  obligations of the party giving such notice,  so far as
those  obligations  are  affected  by the  event of  "force  majeure,"  shall be
suspended  during,  but no longer than,  the  continuance of the event of "force
majeure."  The party  affected  by such event of "force  majeure"  shall use all
reasonable  diligence to resolve,  eliminate  and  terminate the event of "force
majeure"  as quickly as  practicable.  The  requirement  that an event of "force
majeure"  shall  be  remedied  with  all  reasonable   dispatch  as  hereinabove
specified,  shall not require the settlement of strikes, lockouts or other labor
difficulties  by the party involved,  contrary to such party's  wishes,  and the
resolution of any and all such difficulties shall be handled entirely within the
discretion of the party concerned. The term "force majeure" as used herein shall
be defined as and mean any act of God,  strike,  civil  disturbance,  lockout or
other industrial  disturbance,  act of the public enemy, war,  blockage,  public
riot, earthquake,  tornado,  hurricane,  lightning, fire, epidemics,  quarantine
restrictions, public demonstration,  storm, flood, explosion, freight embargoes,
governmental action,  governmental delay, restraint or inaction,  unavailability
of equipment,  default of a party's  subcontractors or suppliers,  and any other
cause  or  event,  whether  of  the  kind  enumerated  specifically  herein,  or
otherwise, which is not reasonably within the control of the party claiming such
suspension.

     11.19   Consent to Agreement.  By executing this Agreement, each party, for
     ----------------------------
itself,  represents  such party has read or caused to be read this  Agreement in
all   particulars,   and  consents  to  the  rights,   conditions,   duties  and
responsibilities  imposed upon such party as specified in this  Agreement.  Each
party  represents,  warrants and covenants that such party executes and delivers
this Agreement of its own free will and with no threat, undue influence, menace,
coercion  or  duress,  whether  economic  or  physical.   Moreover,  each  party
represents,  warrants,  and covenants  that such party  executes this  Agreement
acting on such party's own independent judgment.

     11.20   Waiver and Modification.   No modification, supplement or amendment
     -------------------------------
of this Agreement or of any covenant,  representation,  warranty,  condition, or
limitation specified in this Agreement shall be valid unless the same is made in
writing  and  duly  executed  by  both  parties.  No  waiver  of  any  covenant,
representation,  warranty,  condition, or limitation specified in this Agreement
shall be valid unless the same is made in writing and duly executed by the party
making the waiver. No waiver of any provision of this Agreement shall be deemed,
or shall  constitute,  a waiver of any other provision,  whether or not similar,
nor shall any waiver constitute a continuing waiver.

     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed
in  duplicate by their  respective  officers  thereunto  duly  authorized  to be
effective on the date specified in the preamble of this Agreement.

Universal Broadband Communications, Inc.,
a Nevada corporation

By:      ____________________________
Its:     President

By:      ____________________________
Its:     Secretary

                                       43
Norstar Communications, Inc.,
a California corporation

By:      /s/   Mark Ellis
         ---------------------------
Its:     President

By:      ___________________________
Its:     Secretary

                                       44
Schedule 1.2

Acquired   Assets:   all  of  the  direct  billing   customer  base  of  Norstar
Communications,  Inc.,  and all other  assets of Norstar  Communications,  Inc.,
tangible or intangible,  including contractual,  warranty, and other rights, the
use  or  value  of  which  will  come  under  control  by  Universal   Broadband
Communications, Inc., when the Transaction is consummated.

                                       45