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 or Report (Date of earliest event reported) April 18, 2001

                                Cala Corporation
                              (Name of Registrant)

             Oklahoma                 01-15109               73-1251800
  (State or other jurisdiction    (Commission File         (IRS Employer
        of incorporation)              Number)           Identification No.)


           2 North First Street, Suite 311, San Jose, California 95113
                    (Address of principle executive offices)

                                Cala Corporation
          (Former name or former address, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

                    Yes      (  X  )               No    (       )

The Company had 48,702.262 shares of common stock outstanding at December 31,
2000

Transitional Small Business Disclosure Format  (check one):

                     Yes     (  X  )               No    (       )



<PAGE>


Item 1.  Changes in Control of Registrant

     As a result of the transaction reported herein, the principal owners of
Mancini Olive Oil Company, I.M.O.I.L., srl. will acquire controlling interest in
Cala Corporation through the issuance of additional shares as prescribed by the
merger agreement.

Item 2.  Acquisition or Disposition of Assets

     Cala Corporation and Mancini I.M.O.I.L., Srl Italy, have entered into a
merger acquition agreement where Mancini I.M.O.I.L. will receive $5,000,000.00
worth of restricted shares upon the approval of the shareholders. An inital
payment of 10,000,000 shares have been issued to the Mancini's in January 2001
from shares that were returned to the treasury by Giuseppe Cala in order to
facilitate the merger. The merger also calls for Mancini I.M.O.I.L. to merge
their privately held business, not including the company real estate, with
annual revenues of approximately $20,000,000.00 for the year 2001 under Cala
Corporation. In addition, Mancini will have full control of the Board of
Directors when the merger is finalized. Giuseppe Cala will remain as Chairman
and CEO of the company indefinitely.

Item 3.  Bankruptcy or Receivership

     No event to report.

Item 4.  Changes in Registrants Certifying Accountant

     No event to report.

Item 5.  Other Matters

     No event to report.

Item 7.  Financial Statements

      7a.  To be subsequently released with the proxy and filed with an
           amendment to this 8-K.

      7b.  Financials will be provided in the amendment.

      7c.  See attched exhibit.

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

                                         Cala Corporation

                                          /s/  Giuseppe Cala
                                          -------------------
                                               Giuseppe Cala, Chairman, CEO


Dated this 2nd day of May, 2001


<PAGE>
                                   Exhibit 7c

                            STOCK PURCHASE AGREEMENT

             This Stock Purchase Agreement ("Agreement") is made this 18th day
of April, 2001, by Cala Corporation, an Oklahoma corporation ("Buyer") and
Mancini IMOIL, Srl of Italy, individuals resident in Italy (collectively the
"Seller").

                                    RECITALS

             Seller desires to sell, and Buyer desires to purchase, all of the
issued and outstanding shares (the "Shares") of capital stock of Mancici
I.M.O.I.L., an Italian corporation (the "Company"), for the consideration and on
the terms set forth in this Agreement.

                                    AGREEMENT

The parties, intending to be legally bound, agree as follows:

                                 1. DEFINITIONS

             For purposes of this Agreement, the following terms have the
meanings specified or referred to in this Section 1:

             "Acquired Companies"--the Company and its Subsidiaries,
collectively.

             "Applicable Contract"--any Contract (a) under which any Acquired
Company has or may acquire any rights, (b) under which any Acquired Company has
or may become subject to any obligation or liability, or (c) by which any
Acquired Company or any of the assets owned or used by it is or may become
bound.

             "Balance Sheet"--as defined in Section 3.4.

             "Best Efforts"--the efforts that a prudent Person desirous of
achieving a result would use in similar circumstances to ensure that such result
is achieved as expeditiously as possible.

             "Breach"--a "Breach" of a representation, warranty, covenant,
obligation, or other provision of this Agreement or any instrument delivered
pursuant to this Agreement will be deemed to have occurred if there is or has
been (a) any inaccuracy in or breach of, or any failure to perform or comply
with, such representation, warranty, covenant, obligation, or other provision,
or (b) any claim (by any Person) or other occurrence or circumstance that is or
was inconsistent with such representation, warranty, covenant, obligation, or
other provision, and the term "Breach" means any such inaccuracy, breach,
failure, claim, occurrence, or circumstance.

             "Buyer"--as defined in the first paragraph of this Agreement.

             "Closing"--as defined in Section 2.3.

             "Closing Date"--the date and time as of which the Closing actually
takes place.

             "Company"--as defined in the Recitals of this Agreement.

             "Consent"--any approval, consent, ratification, waiver, or other
authorization (including any Governmental Authorization).

             "Contemplated Transactions"--all of the transactions contemplated
by this Agreement, including:

             (a) the sale of the Shares by Seller to Buyer;

             (b) the execution, delivery, and performance of the Seller's
Releases, and the Escrow Agreement;

             (c) the performance by Buyer and Seller of their respective
covenants and obligations under this Agreement; and

             (d) Buyer's acquisition and ownership of the Shares and exercise
of control over the Acquired Companies.

             "Contract"--any agreement, contract, obligation, promise, or
undertaking (whether written or oral and whether express or implied) that is
legally binding.

             "Damages"--as defined in Section 10.2.

             "Disclosure Letter"--the disclosure letter delivered by Seller to
Buyer concurrently with the execution and delivery of this Agreement.

             "Encumbrance"--any charge, claim, community property interest,
condition, equitable interest, lien, option, pledge, security interest, right of
first refusal, or restriction of any kind, including any restriction on use,
voting, transfer, receipt of income, or exercise of any other attribute of
ownership.

             "GAAP"--generally accepted United States accounting principles,
applied on a basis consistent with the basis on which the Balance Sheet and the
other financial statements referred to in Section 3.4(b) were prepared.

             "Governmental Authorization"--any approval, consent, license,
permit, waiver, or other authorization issued, granted, given, or otherwise made
available by or under the authority of any Governmental Body or pursuant to any
Legal Requirement.

             "Governmental Body"--any:

             (a) nation, state, county, city, town, village, district, or other
             jurisdiction of any nature; (b) federal, state, local, municipal,
             foreign, or other government;

             (c) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, official, or entity and
any court or other tribunal);

             (d) multi-national organization or body; or

             (e) body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory, or taxing authority or
power of any nature.

             "Intellectual Property Assets" --as defined in Section 3.18.

             "Interim Balance Sheet"--as defined in Section 3.4.

             "Knowledge"--an individual will be deemed to have "Knowledge" of a
particular fact or other matter if:

             (a) such individual is actually aware of such fact or other
matter; or

             (b) a prudent individual could be expected to discover or otherwise
become aware of such fact or other matter in the course of conducting a
reasonably comprehensive investigation concerning the existence of such fact or
other matter.

A Person (other than an individual) will be deemed to have "Knowledge" of a
particular fact or other matter if any individual who is serving, or who has at
any time served, as a director, officer, partner, executor, or trustee of such
Person (or in any similar capacity) has, or at any time had, Knowledge of such
fact or other matter.

             "Legal Requirement"--any federal, state, local, municipal, foreign,
international, multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute, or treaty.

             "Order"--any award, decision, injunction, judgment, order, ruling,
subpoena, or verdict entered, issued, made, or rendered by any court,
administrative agency, or other Governmental Body or by any arbitrator.

             "Ordinary Course of Business"--an action taken by a Person will be
deemed to have been taken in the "Ordinary Course of Business" only if:

             (a) such action is consistent with the past practices of such
Person and is taken in the ordinary course of the normal day-to-day operations
of such Person;

             (b) such action is not required to be authorized by the board of
directors of such Person (or by any Person or group of Persons exercising
similar authority); and

             (c) such action is similar in nature and magnitude to actions
customarily taken, without any authorization by the board of directors (or by
any Person or group of Persons exercising similar authority), in the ordinary
course of the normal day-to-day operations of other Persons that are in the same
line of business as such Person.

             "Organizational Documents"--(a) the articles or certificate of
incorporation and the bylaws of a corporation; (b) the partnership agreement and
any statement of partnership of a general partnership; (c) the limited
partnership agreement and the certificate of limited partnership of a limited
partnership; (d) any charter or similar document adopted or filed in connection
with the creation, formation, or organization of a Person; and (e) any amendment
to any of the foregoing.

             "Person"--any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, labor union, or other entity
or Governmental Body.

             "Proceeding"--any action, arbitration, audit, hearing,
investigation, litigation, or suit (whether civil, criminal, administrative,
investigative, or informal) commenced, brought, conducted, or heard by or
before, or otherwise involving, any Governmental Body or arbitrator.

             "Related Person"--with respect to a particular individual:

             (a) each other member of such individual's Family;

             (b) any Person that is directly or indirectly  controlled by such
individual or one or more members of such  individual's Family;

             (c) any Person in which such individual or members of such
individual's  Family hold  (individually or in the aggregate) a Material
Interest; and

             (d) any Person with respect to which such individual or one or more
members of such individual's Family serves as a director, officer, partner,
executor, or trustee (or in a similar capacity).

With respect to a specified Person other than an individual:

             (a) any Person that directly or indirectly controls, is directly or
indirectly controlled by, or is directly or indirectly under common control with
such specified Person;

             (b) any Person that holds a Material Interest in such specified
Person;

             (c) each Person that serves as a director, officer, partner,
executor, or trustee of such specified Person (or in a similar capacity);

             (d) any Person in which such specified Person holds a Material
Interest;

             (e) any Person  with  respect to which such  specified  Person
serves as a general  partner or a trustee (or in a similar capacity); and

             (f) any Related Person of any individual described in clause (b)
or (c).

For purposes of this definition, (a) the "Family" of an individual includes (i)
the individual, (ii) the individual's spouse, (iii) any other natural person who
is related to the individual or the individual's spouse within the second
degree, and (iv) any other natural person who resides with such individual, and
(b) "Material Interest" means direct or indirect beneficial ownership (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934) of voting
securities or other voting interests representing at least 10% of the
outstanding voting power of a Person or equity securities or other equity
interests representing at least 10% of the outstanding equity securities or
equity interests in a Person.

             "Representative"--with respect to a particular Person, any
director, officer, employee, agent, consultant, advisor, or other representative
of such Person, including legal counsel, accountants, and financial advisors.

             "Securities Act"--the Securities Act of 1933 or any successor law,
and regulations and rules issued pursuant to that Act or any successor law.

             "Seller"--as defined in the first paragraph of this Agreement.

             "Seller's Release"--as defined in Section 2.4.

             "Shares"--as defined in the Recitals of this Agreement.

             "Subsidiary"--with respect to any Person (the "Owner"), any
corporation or other Person of which securities or other interests having the
power to elect a majority of that corporation's or other Person's board of
directors or similar governing body, or otherwise having the power to direct the
business and policies of that corporation or other Person (other than securities
or other interests having such power only upon the happening of a contingency
that has not occurred) are held by the Owner or one or more of its Subsidiaries;
when used without reference to a particular Person, "Subsidiary" means a
Subsidiary of the Company.

             "Threatened"--a claim, Proceeding, dispute, action, or other matter
will be deemed to have been "Threatened" if any demand or statement has been
made (orally or in writing) or any notice has been given (orally or in writing),
or if any other event has occurred or any other circumstances exist, that would
lead a prudent Person to conclude that such a claim, Proceeding, dispute,
action, or other matter is likely to be asserted, commenced, taken, or otherwise
pursued in the future.

                     2. SALE AND TRANSFER OF SHARES; CLOSING

2.1 Shares

             Subject to the terms and conditions of this Agreement, at the
Closing, Seller will sell and transfer the Shares to Buyer, and Buyer will
purchase the Shares from Seller.

2.2 Purchase Price

             The purchase price (the "Purchase Price") for the Shares will be
$5,000,000 payable through the delivery of shares of the Buyer valued based upon
the closing ask price on the day immediately preceding Closing.

2.3 Closing

             The purchase and sale (the "Closing") provided for in this
Agreement will take place at the offices of Mancini IMOIL, Srl of Italy at 10:00
a.m. (local time) on the later of (i) April 18th, 2001 or (ii) or at such other
time and place as the parties may agree. Subject to the provisions of Section 9,
failure to consummate the purchase and sale provided for in this Agreement on
the date and time and at the place determined pursuant to this Section 2.3 will
not result in the termination of this Agreement and will not relieve any party
of any obligation under this Agreement.

2.4 Closing Obligations

             At the Closing:

             (a) Seller will deliver to Buyer:

             (i) certificates representing the Shares, duly endorsed (or
             accompanied by duly executed stock powers), with signatures
             guaranteed by a commercial bank or by a member firm of the New York
             Stock Exchange, for transfer to Buyer;

             (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Seller
             ("Seller's Release"); and

             (iii) a certificate executed by Seller representing and warranting
             to Buyer that each of Seller's representations and warranties in
             this Agreement was accurate in all respects as of the date of this
             Agreement and is accurate in all respects as of the Closing Date as
             if made on the Closing Date (giving full effect to any supplements
             to the Disclosure Letter that were delivered by Seller to Buyer
             prior to the Closing Date in accordance with Section 5.5); and

             (b) Buyer will deliver to Seller:

             (i) Shares of restricted stock of Buyer in an amount equal to
             $5,000,000 of value calculated by using the closing ask price of
             the traded stock of Buyer on the last business day immediately
             preceding Closing;

             (ii) a certificate executed by Buyer to the effect that, except as
             otherwise stated in such certificate, each of Buyer's
             representations and warranties in this Agreement was accurate in
             all respects as of the date of this Agreement and is accurate in
             all respects as of the Closing Date as if made on the Closing Date;
             and

             (iii) Minutes and such other documents as are required for
             representatives of Seller to be appointed or elected to a majority
             of the Board of Directors of Buyer and reflecting that Giuseppe
             Cala shall remain as Chairman of the Board for three years
             following Closing. .

                   3. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

3.1 Organization and Good Standing

             (a) Part 3.1 of the Disclosure Letter contains a complete and
accurate list for each Acquired Company of its name, its jurisdiction of
incorporation, other jurisdictions in which it is authorized to do business, and
its capitalization (including the identity of each stockholder and the number of
shares held by each). Each Acquired Company is a corporation duly organized,
validly existing, and in good standing under the laws of its jurisdiction of
incorporation, with full corporate power and authority to conduct its business
as it is now being conducted, to own or use the properties and assets that it
purports to own or use, and to perform all its obligations under Applicable
Contracts. Each Acquired Company is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each jurisdiction in which
either the ownership or use of the properties owned or used by it, or the nature
of the activities conducted by it, requires such qualification.

             (b) Seller has delivered to Buyer copies of the Organizational
Documents of each Acquired Company, as currently in effect.

3.2 Authority; No Conflict

             (a) This Agreement constitutes the legal, valid, and binding
obligation of Seller, enforceable against Seller in accordance with its terms.
Upon the execution and delivery by Seller of the Seller's Release and other
closing agreements (the "Seller's Closing Documents"), the Seller's Closing
Documents will constitute the legal, valid, and binding obligations of Seller,
enforceable against Seller in accordance with their respective terms. Seller has
the absolute and unrestricted right, power, authority, and capacity to execute
and deliver this Agreement and the Seller's Closing Documents and to perform his
obligations under this Agreement and the Seller's Closing Documents.

             (b) Except as set forth in Part 3.2 of the Disclosure Letter,
neither the execution and delivery of this Agreement nor the consummation or
performance of any of the Contemplated Transactions will, directly or indirectly
(with or without notice or lapse of time):

             (i) contravene, conflict with, or result in a violation of (A) any
             provision of the Organizational Documents of the Acquired
             Companies, or (B) any resolution adopted by the board of directors
             or the stockholders of any Acquired Company;

             (ii) contravene, conflict with, or result in a violation of, or
             give any Governmental Body or other Person the right to challenge
             any of the Contemplated Transactions or to exercise any remedy or
             obtain any relief under, any Legal Requirement or any Order to
             which any Acquired Company or Seller, or any of the assets owned or
             used by any Acquired Company, may be subject;

             (iii) contravene, conflict with, or result in a violation of any of
             the terms or requirements of, or give any Governmental Body the
             right to revoke, withdraw, suspend, cancel, terminate, or modify,
             any Governmental Authorization that is held by any Acquired Company
             or that otherwise relates to the business of, or any of the assets
             owned or used by, any Acquired Company;

             (iv) cause Buyer or any Acquired Company to become subject to, or
             to become liable for the payment of, any Tax;

             (v) cause any of the assets owned by any Acquired  Company to be
             reassessed  or revalued by any taxing  authority or other
             Governmental Body;

             (vi) contravene, conflict with, or result in a violation or breach
             of any provision of, or give any Person the right to declare a
             default or exercise any remedy under, or to accelerate the maturity
             or performance of, or to cancel, terminate, or modify, any
             Applicable Contract; or

             (vii) result in the imposition or creation of any Encumbrance upon
             or with respect to any of the assets owned or used by any Acquired
             Company.

Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired
Company is or will be required to give any notice to or obtain any Consent from
any Person in connection with the execution and delivery of this Agreement or
the consummation or performance of any of the Contemplated Transactions.

             (c) Seller is acquiring the Stock for his own account and not with
a view to distribution within the meaning of Section 2(11) of the Securities
Act.

3.3 Capitalization

             The authorized equity securities of the Company consist of: Not
applicable because under Italian law Mancini., I.M.O.I.L. is not authorized to
issue stocks/security. Owners of Mancini own 100% of Company at issue. Seller is
and will be on the Closing Date the record and beneficial owner and holder of
the equities, free and clear of all Encumbrances. All of the outstanding equity
securities of each Acquired Company have been duly authorized and validly issued
and are fully paid and nonassessable. There are no Contracts relating to the
issuance, sale, or transfer of any equity securities or other securities of any
Acquired Company. None of the outstanding equity securities or other securities
of any Acquired Company was issued in violation of the Securities Act or any
other Legal Requirement. No Acquired Company owns, or has any Contract to
acquire, any equity securities or other securities of any Person (other than
Acquired Companies) or any direct or indirect equity or ownership interest in
any other business.

3.4 Financial Statements

             Seller has delivered to Buyer: (a) audited consolidated balance
sheets of the Acquired Companies in each of the years ended December 31, 1999
and 2000 (including the notes thereto, the "Balance Sheet"), and the related
consolidated statements of income, changes in stockholders' equity, and cash
flow for the fiscal year then ended, and (b) an unaudited consolidated balance
sheet of the Acquired Companies as of March 31, 2001 (the "Interim Balance
Sheet") and the related unaudited consolidated statements of income, changes in
stockholders' equity, and cash flow for the three months then ended, including
in each case the notes thereto. Such financial statements and notes fairly
present the financial condition and the results of operations, changes in
stockholders' equity, and cash flow of the Acquired Companies as at the
respective dates of and for the periods referred to in such financial
statements, all in accordance with GAAP; the financial statements referred to in
this Section 3.4 reflect the consistent application of such accounting
principles throughout the periods involved. No financial statements of any
Person other than the Acquired Companies are required by GAAP to be included in
the consolidated financial statements of the Company.

3.5 Books and Records

             The books of account, minute books, stock record books, and other
records of the Acquired Companies, all of which have been made available to
Buyer, are complete and correct and have been maintained in accordance with
sound business practices and the requirements of Section 13(b)(2) of the
Securities Exchange Act of 1934, as amended (regardless of whether or not the
Acquired Companies are subject to that Section), including the maintenance of an
adequate system of internal controls. The minute books of the Acquired Companies
contain accurate and complete records of all meetings held of, and corporate
action taken by, the stockholders, the Boards of Directors, and committees of
the Boards of Directors of the Acquired Companies, and no meeting of any such
stockholders, Board of Directors, or committee has been held for which minutes
have not been prepared and are not contained in such minute books. At the
Closing, all of those books and records will be in the possession of the
Acquired Companies.

3.6 Title to Properties; Encumbrances

             Part 3.6 of the Disclosure Letter contains a complete and accurate
list of all real property, leaseholds, or other interests therein owned by any
Acquired Company. The Acquired Companies own (with good and marketable title in
the case of real property, subject only to the matters permitted by the
following sentence) all the properties and assets (whether real, personal, or
mixed and whether tangible or intangible) that they purport to own, including
all of the properties and assets reflected in the Balance Sheet and the Interim
Balance Sheet (except for assets held under capitalized leases disclosed or not
required to be disclosed in Part 3.6 of the Disclosure Letter and personal
property sold since the date of the Balance Sheet and the Interim Balance Sheet,
as the case may be, in the Ordinary Course of Business), and all of the
properties and assets purchased or otherwise acquired by the Acquired Companies
since the date of the Balance Sheet (except for personal property acquired and
sold since the date of the Balance Sheet in the Ordinary Course of Business and
consistent with past practice). All material properties and assets reflected in
the Balance Sheet and the Interim Balance Sheet are free and clear of all
Encumbrances and are not, in the case of real property, subject to any rights of
way, building use restrictions, exceptions, variances, reservations, or
limitations of any nature except, with respect to all such properties and
assets, (a) mortgages or security interests shown on the Balance Sheet or the
Interim Balance Sheet as securing specified liabilities or obligations, with
respect to which no default (or event that, with notice or lapse of time or
both, would constitute a default) exists, (b) mortgages or security interests
incurred in connection with the purchase of property or assets after the date of
the Interim Balance Sheet (such mortgages and security interests being limited
to the property or assets so acquired), with respect to which no default (or
event that, with notice or lapse of time or both, would constitute a default)
exists, (c) liens for current taxes not yet due, and (d) with respect to real
property, (i) minor imperfections of title, if any, none of which is substantial
in amount, materially detracts from the value or impairs the use of the property
subject thereto, or impairs the operations of any Acquired Company, and (ii)
zoning laws and other land use restrictions that do not impair the present or
anticipated use of the property subject thereto. All buildings, plants, and
structures owned by the Acquired Companies lie wholly within the boundaries of
the real property owned by the Acquired Companies and do not encroach upon the
property of, or otherwise conflict with the property rights of, any other
Person. It is expressly understood and agrees that the real estate currently
owned by the Acquired Company will be transferred prior to Closing and that
reasonable lease covering such properties shall be agreed to by Buyer and Seller
and shall in place prior to Closing.

3.7 Condition and Sufficiency of Assets

             The buildings, plants, structures, and equipment of the Acquired
Companies are structurally sound, are in good operating condition and repair,
and are adequate for the uses to which they are being put, and none of such
buildings, plants, structures, or equipment is in need of maintenance or repairs
except for ordinary, routine maintenance and repairs that are not material in
nature or cost. The building, plants, structures, and equipment of the Acquired
Companies are sufficient for the continued conduct of the Acquired Companies'
businesses after the Closing in substantially the same manner as conducted prior
to the Closing.

3.8 No Undisclosed Liabilities

             Except as set forth in Part 3.8 of the Disclosure Letter, the
Acquired Companies have no liabilities or obligations of any nature (whether
known or unknown and whether absolute, accrued, contingent, or otherwise) except
for liabilities or obligations reflected or reserved against in the Balance
Sheet or the Interim Balance Sheet and current liabilities incurred in the
Ordinary Course of Business since the respective dates thereof.
3.9 Taxes

             (a) The Acquired Companies have filed or caused to be filed all tax
returns that are or were required to be filed by or with respect to any of them,
either separately or as a member of a group of corporations, pursuant to
applicable Legal Requirements. The Acquired Companies have paid, or made
provision for the payment of, all Taxes that have or may have become due
pursuant to those tax returns or otherwise, or pursuant to any assessment
received by Seller or any Acquired Company, except such Taxes, if any, as are
listed in Part 3.9 of the Disclosure Letter and are being contested in good
faith and as to which adequate reserves (determined in accordance with GAAP)
have been provided in the Balance Sheet and the Interim Balance Sheet.

             (b) The charges, accruals, and reserves with respect to Taxes on
the respective books of each Acquired Company are adequate (determined in
accordance with GAAP) and are at least equal to that Acquired Company's
liability for Taxes. There exists no proposed tax assessment against any
Acquired Company except as disclosed in the Balance Sheet or in Part 3.9 of the
Disclosure Letter. All Taxes that any Acquired Company is or was required by
Legal Requirements to withhold or collect have been duly withheld or collected
and, to the extent required, have been paid to the proper Governmental Body or
other Person.

             (c) All tax returns filed by (or that include on a consolidated
basis) any Acquired Company are true, correct, and complete. There is no tax
sharing agreement that will require any payment by any Acquired Company after
the date of this Agreement.

3.10 No Material Adverse Change

             Since the date of the Balance Sheet, there has not been any
material adverse change in the business, operations, properties, prospects,
assets, or condition of any Acquired Company, and no event has occurred or
circumstance exists that may result in such a material adverse change.

3.11 Compliance with Legal Requirements; Governmental Authorizations

             (a) Except as set forth in Part 3.11 of the Disclosure Letter:

             (i) each Acquired Company is, and at all times has been, in full
             compliance with each Legal Requirement that is or was applicable to
             it or to the conduct or operation of its business or the ownership
             or use of any of its assets;

             (ii) no event has occurred or circumstance exists that (with or
             without notice or lapse of time) (A) may constitute or result in a
             violation by any Acquired Company of, or a failure on the part of
             any Acquired Company to comply with, any Legal Requirement, or (B)
             may give rise to any obligation on the part of any Acquired Company
             to undertake, or to bear all or any portion of the cost of, any
             remedial action of any nature; and

             (iii) no Acquired Company has received, at any time, any notice or
             other communication (whether oral or written) from any Governmental
             Body or any other Person regarding (A) any actual, alleged,
             possible, or potential violation of, or failure to comply with, any
             Legal Requirement, or (B) any actual, alleged, possible, or
             potential obligation on the part of any Acquired Company to
             undertake, or to bear all or any portion of the cost of, any
             remedial action of any nature.

             (b) Part 3.11 of the Disclosure Letter contains a complete and
accurate list of each Governmental Authorization that is held by any Acquired
Company or that otherwise relates to the business of, or to any of the assets
owned or used by, any Acquired Company. Each Governmental Authorization listed
or required to be listed in Part 3.11 of the Disclosure Letter is valid and in
full force and effect. Except as set forth in Part 3.11 of the Disclosure
Letter:

             (i) each Acquired Company is, and at all times has been, in full
             compliance with all of the terms and requirements of each
             Governmental Authorization identified or required to be identified
             in Part 3.11 of the Disclosure Letter;

             (ii) no event has occurred or circumstance exists that may (with or
             without notice or lapse of time) (A) constitute or result directly
             or indirectly in a violation of or a failure to comply with any
             term or requirement of any Governmental Authorization listed or
             required to be listed in Part 3.11 of the Disclosure Letter, or (B)
             result directly or indirectly in the revocation, withdrawal,
             suspension, cancellation, or termination of, or any modification
             to, any Governmental Authorization listed or required to be listed
             in Part 3.11 of the Disclosure Letter;

             (iii) no Acquired Company has received, at any time, any notice or
             other communication (whether oral or written) from any Governmental
             Body or any other Person regarding (A) any actual, alleged,
             possible, or potential violation of or failure to comply with any
             term or requirement of any Governmental Authorization, or (B) any
             actual, proposed, possible, or potential revocation, withdrawal,
             suspension, cancellation, termination of, or modification to any
             Governmental Authorization; and

             (iv) all applications required to have been filed for the renewal
             of the Governmental Authorizations listed or required to be listed
             in Part 3.11 of the Disclosure Letter have been duly filed on a
             timely basis with the appropriate Governmental Bodies, and all
             other filings required to have been made with respect to such
             Governmental Authorizations have been duly made on a timely basis
             with the appropriate Governmental Bodies.

The Governmental Authorizations listed in Part 3.11 of the Disclosure Letter
collectively constitute all of the Governmental Authorizations necessary to
permit the Acquired Companies to lawfully conduct and operate their businesses
in the manner they currently conduct and operate such businesses and to permit
the Acquired Companies to own and use their assets in the manner in which they
currently own and use such assets.

3.12 Legal Proceedings; Orders

             (a) Except as set forth in Part 3.12 of the Disclosure Letter,
             there is no pending Proceeding:

             (i) that has been commenced by or against any Acquired Company or
             that otherwise relates to or may affect the business of, or any of
             the assets owned or used by, any Acquired Company; or

             (ii) that challenges, or that may have the effect of preventing,
             delaying, making illegal, or otherwise interfering with, any of the
             Contemplated Transactions.

To the Knowledge of Seller and the Acquired Companies, (1) no such Proceeding
has been Threatened, and (2) no event has occurred or circumstance exists that
may give rise to or serve as a basis for the commencement of any such
Proceeding. Seller has delivered to Buyer copies of all pleadings,
correspondence, and other documents relating to each Proceeding listed in Part
3.12 of the Disclosure Letter. The Proceedings listed in Part 3.12 of the
Disclosure Letter will not have a material adverse effect on the business,
operations, assets, condition, or prospects of any Acquired Company.

             (b) Except as set forth in Part 3.12 of the Disclosure Letter:

             (i) there is no Order to which any of the Acquired Companies,  or
            any of the assets owned or used by any Acquired Company, is subject;

             (ii)  Seller is not  subject to any Order  that  relates to the
             business  of, or any of the assets  owned or used by, any
             Acquired Company; and

             (iii) no officer, director, agent, or employee of any Acquired
             Company is subject to any Order that prohibits such officer,
             director, agent, or employee from engaging in or continuing any
             conduct, activity, or practice relating to the business of any
             Acquired Company.

             (c) Except as set forth in Part 3.12 of the Disclosure Letter:

             (i) each Acquired Company is, and at all times has been, in full
             compliance with all of the terms and requirements of each Order to
             which it, or any of the assets owned or used by it, is or has been
             subject;

             (ii) no event has occurred or circumstance exists that may
             constitute or result in (with or without notice or lapse of time) a
             violation of or failure to comply with any term or requirement of
             any Order to which any Acquired Company, or any of the assets owned
             or used by any Acquired Company, is subject; and

             (iii) no Acquired Company has received, at any time, any notice or
             other communication (whether oral or written) from any Governmental
             Body or any other Person regarding any actual, alleged, possible,
             or potential violation of, or failure to comply with, any term or
             requirement of any Order to which any Acquired Company, or any of
             the assets owned or used by any Acquired Company, is or has been
             subject.

3.13 Absence of Certain Changes and Events

             Except as set forth in Part 3.13 of the Disclosure Letter, since
the date of the Balance Sheet, the Acquired Companies have conducted their
businesses only in the Ordinary Course of Business and there has not been any:

             (a) change in any Acquired Company's authorized or issued capital
stock; grant of any stock option or right to purchase shares of capital stock of
any Acquired Company; issuance of any security convertible into such capital
stock; grant of any registration rights; purchase, redemption, retirement, or
other acquisition by any Acquired Company of any shares of any such capital
stock; or declaration or payment of any dividend or other distribution or
payment in respect of shares of capital stock;

             (b) amendment to the Organizational Documents of any Acquired
Company;

             (c) payment or increase by any Acquired Company of any bonuses,
salaries, or other compensation to any stockholder, director, officer, or
(except in the Ordinary Course of Business) employee or entry into any
employment, severance, or similar Contract with any director, officer, or
employee;

             (d) adoption of, or increase in the payments to or benefits under,
any profit sharing, bonus, deferred compensation, savings, insurance, pension,
retirement, or other employee benefit plan for or with any employees of any
Acquired Company;

             (e) damage to or destruction or loss of any asset or property of
any Acquired Company, whether or not covered by insurance, materially and
adversely affecting the properties, assets, business, financial condition, or
prospects of the Acquired Companies, taken as a whole;

             (f) entry into, termination of, or receipt of notice of termination
of (i) any license, distributorship, dealer, sales representative, joint
venture, credit, or similar agreement, or (ii) any Contract or transaction
involving a total remaining commitment by or to any Acquired Company of at least
$10,000;

             (g) sale (other than sales of inventory in the Ordinary Course of
Business), lease, or other disposition of any asset or property of any Acquired
Company or mortgage, pledge, or imposition of any lien or other encumbrance on
any material asset or property of any Acquired Company, including the sale,
lease, or other disposition of any of the Intellectual Property Assets;

             (h) cancellation or waiver of any claims or rights with a value to
any Acquired Company in excess of $10,000;

             (i) material change in the accounting methods used by any Acquired
Company; or

             (j) agreement, whether oral or written, by any Acquired Company to
do any of the foregoing.

3.14 Contracts; No Defaults

             (a) Part 3.14(a) of the Disclosure Letter contains a complete and
accurate list, and Seller has delivered to Buyer true and complete copies, of:

             (i) each Applicable Contract that involves performance of services
             or delivery of goods or materials by one or more Acquired Companies
             of an amount or value in excess of $10,000;

             (ii) each Applicable Contract that involves performance of services
             or delivery of goods or materials to one or more Acquired Companies
             of an amount or value in excess of $10,000;

             (iii) each Applicable Contract that was not entered into in the
             Ordinary Course of Business and that involves expenditures or
             receipts of one or more Acquired Companies in excess of $10,000;

             (iv) each lease, rental or occupancy agreement, license,
             installment and conditional sale agreement, and other Applicable
             Contract affecting the ownership of, leasing of, title to, use of,
             or any leasehold or other interest in, any real or personal
             property (except personal property leases and installment and
             conditional sales agreements having a value per item or aggregate
             payments of less than $10,000 and with terms of less than one
             year);

             (v) each licensing agreement or other Applicable Contract with
             respect to patents, trademarks, copyrights, or other intellectual
             property, including agreements with current or former employees,
             consultants, or contractors regarding the appropriation or the
             non-disclosure of any of the Intellectual Property Assets;

             (vi) each collective bargaining agreement and other Applicable
             Contract to or with any labor union or other employee
             representative of a group of employees;

             (vii) each joint venture, partnership, and other Applicable
             Contract (however named) involving a sharing of profits, losses,
             costs, or liabilities by any Acquired Company with any other
             Person;

             (viii) each Applicable Contract containing covenants that in any
             way purport to restrict the business activity of any Acquired
             Company or any Affiliate of an Acquired Company or limit the
             freedom of any Acquired Company or any Affiliate of an Acquired
             Company to engage in any line of business or to compete with any
             Person;

             (ix) each Applicable Contract providing for payments to or by any
             Person based on sales, purchases, or profits, other than direct
             payments for goods; (x) each power of attorney that is currently
             effective and outstanding;

             (xi) each Applicable Contract entered into other than in the
             Ordinary Course of Business that contains or provides for an
             express undertaking by any Acquired Company to be responsible for
             consequential damages;

             (xii) each Applicable Contract for capital expenditures in excess
             of $10,000;

             (xiii) each written warranty, guaranty, and or other similar
             undertaking with respect to contractual performance extended by any
             Acquired Company other than in the Ordinary Course of Business; and

             (xiv) each amendment, supplement, and modification (whether oral or
             written) in respect of any of the foregoing.

Part 3.14(a) of the Disclosure Letter sets forth reasonably complete details
concerning such Contracts, including the parties to the Contracts, the amount of
the remaining commitment of the Acquired Companies under the Contracts, and the
Acquired Companies' office where details relating to the Contracts are located.

             (b) Except as set forth in Part 3.14(b) of the Disclosure Letter:

             (i) neither Seller (and no Related Person of either Seller) has or
             may acquire any rights under, and neither Seller has or may become
             subject to any obligation or liability under, any Contract that
             relates to the business of, or any of the assets owned or used by,
             any Acquired Company; and

             (ii) no officer, director, agent, employee, consultant, or
             contractor of any Acquired Company is bound by any Contract that
             purports to limit the ability of such officer, director, agent,
             employee, consultant, or contractor to (A) engage in or continue
             any conduct, activity, or practice relating to the business of any
             Acquired Company, or (B) assign to any Acquired Company or to any
             other Person any rights to any invention, improvement, or
             discovery.

             (c) Except as set forth in Part 3.14(c) of the Disclosure Letter,
each Contract identified or required to be identified in Part 3.14(a) of the
Disclosure Letter is in full force and effect and is valid and enforceable in
accordance with its terms.

             (d) Except as set forth in Part 3.14(d) of the Disclosure Letter:

             (i) each Acquired Company is, and at all times has been, in full
             compliance with all applicable terms and requirements of each
             Contract under which such Acquired Company has or had any
             obligation or liability or by which such Acquired Company or any of
             the assets owned or used by such Acquired Company is or was bound;

             (ii) each other Person that has or had any obligation or liability
             under any Contract under which an Acquired Company has or had any
             rights is, and at all times, has been, in full compliance with all
             applicable terms and requirements of such Contract;

             (iii) no event has occurred or circumstance exists that (with or
             without notice or lapse of time) may contravene, conflict with, or
             result in a violation or breach of, or give any Acquired Company or
             other Person the right to declare a default or exercise any remedy
             under, or to accelerate the maturity or performance of, or to
             cancel, terminate, or modify, any Applicable Contract; and

             (iv) no Acquired Company has given to or received from any other
             Person, at any time, any notice or other communication (whether
             oral or written) regarding any actual, alleged, possible, or
             potential violation or breach of, or default under, any Contract.

             (e) There are no renegotiations of, attempts to renegotiate, or
outstanding rights to renegotiate any material amounts paid or payable to any
Acquired Company under current or completed Contracts with any Person and no
such Person has made written demand for such renegotiation.

             (f) The Contracts relating to the sale, design, manufacture, or
provision of products or services by the Acquired Companies have been entered
into in the Ordinary Course of Business and have been entered into without the
commission of any act alone or in concert with any other Person, or any
consideration having been paid or promised, that is or would be in violation of
any Legal Requirement.

3.15 Insurance

             (a) Seller has delivered to Buyer:

             (i) true and complete copies of all policies of insurance to which
             any Acquired Company is a party or under which any Acquired
             Company, or any director of any Acquired Company, is or has been
             covered at any time preceding the date of this Agreement;

             (ii) true and complete copies of all pending applications for
             policies of insurance; and

             (iii) any statement by the auditor of any Acquired Company's
             financial statements with regard to the adequacy of such entity's
             coverage or of the reserves for claims.

             (b) Part 3.15(b) of the Disclosure Letter describes:

             (i) any self-insurance arrangement by or affecting any Acquired
             Company, including any reserves established thereunder;

             (ii) any contract or arrangement, other than a policy of insurance,
             for the transfer or sharing of any risk by any Acquired Company;
             and (iii) all obligations of the Acquired Companies to third
             parties with respect to insurance (including such obligations under
             leases and service agreements) and identifies the policy under
             which such coverage is provided.

             (c) Part 3.15(c) of the Disclosure Letter sets forth, by year, for
the current policy year and each of the preceding policy years:

             (i) a summary of the loss experience under each policy;

             (ii) a statement describing each claim under an insurance policy
for an amount in excess of $10,000, which sets forth:

                           (A) the name of the claimant;

                           (B) a description of the policy by insurer, type of
                           insurance, and period of coverage; and

                           (C) the amount and a brief description of the claim;
                           and

             (iii) a statement describing the loss experience for all claims
             that were self-insured, including the number and aggregate cost of
             such claims.

             (d) Except as set forth on Part 3.15(d) of the Disclosure Letter:

             (i) All policies to which any Acquired Company is a party or that
             provide coverage to Seller, any Acquired Company, or any director
             or officer of an Acquired Company:

                           (A) are valid, outstanding, and enforceable;

                           (B) are issued by an insurer that is financially
                           sound and reputable;

                           (C) taken together, provide adequate insurance
                           coverage for the assets and the operations of the
                           Acquired Companies for all risks normally insured
                           against by a Person carrying on the same business or
                           businesses as the Acquired Companies;

                           (D) are sufficient for compliance with all Legal
                           Requirements and Contracts to which any Acquired
                           Company is a party or by which any of them is bound;

                           (E) will continue in full force and effect following
                           the consummation of the Contemplated Transactions;
                           and

                           (F) do not provide for any retrospective premium
                           adjustment or other experienced-based liability on
                           the part of any Acquired Company.

             (ii) No Seller or Acquired Company has received (A) any refusal of
             coverage or any notice that a defense will be afforded with
             reservation of rights, or (B) any notice of cancellation or any
             other indication that any insurance policy is no longer in full
             force or effect or will not be renewed or that the issuer of any
             policy is not willing or able to perform its obligations
             thereunder.

             (iii) The Acquired Companies have paid all premiums due, and have
             otherwise performed all of their respective obligations, under each
             policy to which any Acquired Company is a party or that provides
             coverage to any Acquired Company or director thereof.

             (iv) The Acquired Companies have given notice to the insurer of all
claims that may be insured thereby.

3.16 Employees

             (a) Part 3.16 of the Disclosure Letter contains a complete and
accurate list of the following information for each employee or director of the
Acquired Companies, including each employee on leave of absence or layoff
status: employer; name; job title; current compensation paid or payable and any
change in compensation since January 1, 2001; vacation accrued; and service
credited for purposes of vesting and eligibility to participate under any
Acquired Company's pension, retirement, profit-sharing, thrift-savings, deferred
compensation, stock bonus, stock option, cash bonus, employee stock ownership
(including investment credit or payroll stock ownership), severance pay,
insurance, medical, welfare, or vacation plan.

             (b) No employee or director of any Acquired Company is a party to,
or is otherwise bound by, any agreement or arrangement, including any
confidentiality, noncompetition, or proprietary rights agreement, between such
employee or director and any other Person ("Proprietary Rights Agreement") that
in any way adversely affects or will affect (i) the performance of his duties as
an employee or director of the Acquired Companies, or (ii) the ability of any
Acquired Company to conduct its business, including any Proprietary Rights
Agreement with Seller or the Acquired Companies by any such employee or
director. To Seller's Knowledge, no director, officer, or other key employee of
any Acquired Company intends to terminate his employment with such Acquired
Company.

             (c) Part 3.16 of the Disclosure Letter also contains a complete and
accurate list of the following information for each retired employee or director
of the Acquired Companies, or their dependents, receiving benefits or scheduled
to receive benefits in the future: name, pension benefit, pension option
election, retiree medical insurance coverage, retiree life insurance coverage,
and other benefits.

3.17 Labor Relations; Compliance

             No Acquired Company has been or is a party to any collective
bargaining or other labor Contract. There has not been, there is not presently
pending or existing, and to Seller's Knowledge there is not Threatened, (a) any
strike, slowdown, picketing, work stoppage, or employee grievance process, (b)
any Proceeding against or affecting any Acquired Company relating to the alleged
violation of any Legal Requirement pertaining to labor relations or employment
matters, including any charge or complaint filed by an employee or union with
the National Labor Relations Board, the Equal Employment Opportunity Commission,
or any comparable Governmental Body, organizational activity, or other labor or
employment dispute against or affecting any of the Acquired Companies or their
premises, or (c) any application for certification of a collective bargaining
agent. No event has occurred or circumstance exists that could provide the basis
for any work stoppage or other labor dispute. There is no lockout of any
employees by any Acquired Company, and no such action is contemplated by any
Acquired Company. Each Acquired Company has complied in all respects with all
Legal Requirements relating to employment, equal employment opportunity,
nondiscrimination, immigration, wages, hours, benefits, collective bargaining,
the payment of social security and similar taxes, occupational safety and
health, and plant closing. No Acquired Company is liable for the payment of any
compensation, damages, taxes, fines, penalties, or other amounts, however
designated, for failure to comply with any of the foregoing Legal Requirements.

3.18 Intellectual Property

             (a) Intellectual Property Assets--The term "Intellectual Property
Assets" includes:

             (i) the name, all fictional business names, trading names,
             registered and unregistered trademarks, service marks, and
             applications (collectively, "Marks");

             (ii) all patents, patent applications, and inventions and
             discoveries that may be patentable (collectively, "Patents");

             (iii) all copyrights in both published works and unpublished works
             (collectively, "Copyrights");

             (iv) all rights in mask works (collectively, "Rights in Mask
             Works"); and

             (v) all know-how, trade secrets, confidential information, customer
             lists, software, technical information, data, process technology,
             plans, drawings, and blue prints (collectively, "Trade Secrets");
             owned, used, or licensed by any Acquired Company as licensee or
             licensor.

             (b) Agreements - Part 3.18(b) of the Disclosure Letter contains a
complete and accurate list and summary description, including any royalties paid
or received by the Acquired Companies, of all Contracts relating to the
Intellectual Property Assets to which any Acquired Company is a party or by
which any Acquired Company is bound, except for any license implied by the sale
of a product and perpetual, paid-up licenses for commonly available software
programs with a value of less than $1,000 under which an Acquired Company is the
licensee. There are no outstanding and, to Seller's Knowledge, no Threatened
disputes or disagreements with respect to any such agreement.

             (c) Know-How Necessary for the Business

             (i) The Intellectual Property Assets are all those necessary for
             the operation of the Acquired Companies' businesses as they are
             currently conducted or as reflected in the business plan given to
             Buyer. One or more of the Acquired Companies is the owner of all
             right, title, and interest in and to each of the Intellectual
             Property Assets, free and clear of all liens, security interests,
             charges, encumbrances, equities, and other adverse claims, and has
             the right to use without payment to a third party all of the
             Intellectual Property Assets.

             (ii) Except as set forth in Part 3.18(c) of the Disclosure Letter,
             all former and current employees of each Acquired Company have
             executed written Contracts with one or more of the Acquired
             Companies that assign to one or more of the Acquired Companies all
             rights to any inventions, improvements, discoveries, or information
             relating to the business of any Acquired Company. No employee of
             any Acquired Company has entered into any Contract that restricts
             or limits in any way the scope or type of work in which the
             employee may be engaged or requires the employee to transfer,
             assign, or disclose information concerning his work to anyone other
             than one or more of the Acquired Companies.

             (d) Patents

             (i) Part 3.18(d) of the Disclosure Letter contains a complete and
             accurate list and summary description of all Patents. One or more
             of the Acquired Companies is the owner of all right, title, and
             interest in and to each of the Patents, free and clear of all
             liens, security interests, charges, encumbrances, entities, and
             other adverse claims.

             (ii) All of the issued Patents are currently in compliance with
             formal legal requirements (including payment of filing,
             examination, and maintenance fees and proofs of working or use),
             are valid and enforceable, and are not subject to any maintenance
             fees or taxes or actions falling due within ninety days after the
             Closing Date.

             (iii) No Patent has been or is now involved in any interference,
             reissue, reexamination, or opposition proceeding. To Seller's
             Knowledge, there is no potentially interfering patent or patent
             application of any third party.

             (iv) No Patent is infringed or, to Seller's Knowledge, has been
             challenged or threatened in any way. None of the products
             manufactured and sold, nor any process or know-how used, by any
             Acquired Company infringes or is alleged to infringe any patent or
             other proprietary right of any other Person.

             (v) All products made, used, or sold under the Patents have been
marked with the proper patent notice.

             (e) Trademarks

             (i) Part 3.18(e) of Disclosure Letter contains a complete and
             accurate list and summary description of all Marks. One or more of
             the Acquired Companies is the owner of all right, title, and
             interest in and to each of the Marks, free and clear of all liens,
             security interests, charges, encumbrances, equities, and other
             adverse claims.

             (ii) All Marks that have been registered with the United States
             Patent and Trademark Office are currently in compliance with all
             formal legal requirements (including the timely post-registration
             filing of affidavits of use and incontestability and renewal
             applications), are valid and enforceable, and are not subject to
             any maintenance fees or taxes or actions falling due within ninety
             days after the Closing Date.

             (iii) No Mark has been or is now involved in any opposition,
             invalidation, or cancellation and, to Seller's Knowledge, no such
             action is Threatened with the respect to any of the Marks.

             (iv) To Seller's Knowledge, there is no potentially interfering
trademark or trademark application of any third party.

             (v) No Mark is infringed or, to Seller's Knowledge, has been
             challenged or threatened in any way. None of the Marks used by any
             Acquired Company infringes or is alleged to infringe any trade
             name, trademark, or service mark of any third party.

             (vi) All products and materials containing a Mark bear the proper
federal registration notice where permitted by law.

             (f) Copyrights

             (i) Part 3.18(f) of the Disclosure Letter contains a complete and
             accurate list and summary description of all Copyrights. One or
             more of the Acquired Companies is the owner of all right, title,
             and interest in and to each of the Copyrights, free and clear of
             all liens, security interests, charges, encumbrances, equities, and
             other adverse claims.

             (ii) All the Copyrights have been registered and are currently in
             compliance with formal legal requirements, are valid and
             enforceable, and are not subject to any maintenance fees or taxes
             or actions falling due within ninety days after the date of
             Closing.

             (iii) No Copyright is infringed or, to Seller's Knowledge, has been
             challenged or threatened in any way. None of the subject matter of
             any of the Copyrights infringes or is alleged to infringe any
             copyright of any third party or is a derivative work based on the
             work of a third party.

             (iv) All works encompassed by the Copyrights have been marked with
the proper copyright notice.

             (g) Trade Secrets

             (i) With respect to each Trade Secret, the documentation relating
             to such Trade Secret is current, accurate, and sufficient in detail
             and content to identify and explain it and to allow its full and
             proper use without reliance on the knowledge or memory of any
             individual.

             (ii) Seller and the Acquired Companies have taken all reasonable
             precautions to protect the secrecy, confidentiality, and value of
             their Trade Secrets.

             (iii) One or more of the Acquired Companies has good title and an
             absolute (but not necessarily exclusive) right to use the Trade
             Secrets. The Trade Secrets are not part of the public knowledge or
             literature, and, to Seller's Knowledge, have not been used,
             divulged, or appropriated either for the benefit of any Person
             (other than one or more of the Acquired Companies) or to the
             detriment of the Acquired Companies. No Trade Secret is subject to
             any adverse claim or has been challenged or threatened in any way.

3.19 Certain Payments

             No Acquired Company or director, officer, agent, or employee of any
Acquired Company, or any other Person associated with or acting for or on behalf
of any Acquired Company, has directly or indirectly (a) made any contribution,
gift, bribe, rebate, payoff, influence payment, kickback, or other payment to
any Person, private or public, regardless of form, whether in money, property,
or services (i) to obtain favorable treatment in securing business, (ii) to pay
for favorable treatment for business secured, (iii) to obtain special
concessions or for special concessions already obtained, for or in respect of
any Acquired Company or any Affiliate of an Acquired Company, or (iv) in
violation of any Legal Requirement, (b) established or maintained any fund or
asset that has not been recorded in the books and records of the Acquired
Companies.

3.20 Disclosure

             (a) No representation or warranty of Seller in this Agreement and
no statement in the Disclosure Letter omits to state a material fact necessary
to make the statements herein or therein, in light of the circumstances in which
they were made, not misleading.

             (b) No notice given pursuant to Section 5.5 will contain any untrue
statement or omit to state a material fact necessary to make the statements
therein or in this Agreement, in light of the circumstances in which they were
made, not misleading.

             (c) There is no fact known to Seller that has specific application
to Seller or any Acquired Company (other than general economic or industry
conditions) and that materially adversely affects or, as far as Seller can
reasonably foresee, materially threatens, the assets, business, prospects,
financial condition, or results of operations of the Acquired Companies (on a
consolidated basis) that has not been set forth in this Agreement or the
Disclosure Letter.

3.21 Relationships with Related Persons

             No Seller or any Related Person of Seller or of any Acquired
Company has, or since the first day of the next to last completed fiscal year of
the Acquired Companies has had, any interest in any property (whether real,
personal, or mixed and whether tangible or intangible), used in or pertaining to
the Acquired Companies' businesses. No Seller or any Related Person of Seller or
of any Acquired Company is, or since the first day of the next to last completed
fiscal year of the Acquired Companies has owned (of record or as a beneficial
owner) an equity interest or any other financial or profit interest in, a Person
that has (i) had business dealings or a material financial interest in any
transaction with any Acquired Company other than business dealings or
transactions conducted in the Ordinary Course of Business with the Acquired
Companies at substantially prevailing market prices and on substantially
prevailing market terms, or (ii) engaged in competition with any Acquired
Company with respect to any line of the products or services of such Acquired
Company (a "Competing Business") in any market presently served by such Acquired
Company. Except as set forth in Part 3.21 of the Disclosure Letter, no Seller or
any Related Person of Seller or of any Acquired Company is a party to any
Contract with, or has any claim or right against, any Acquired Company.

3.22 Brokers or Finders

             Seller and their agents have incurred no obligation or liability,
contingent or otherwise, for brokerage or finders' fees or agents' commissions
or other similar payment in connection with this Agreement.

                   4. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1 Organization and Good Standing

             Buyer is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Oklahoma but is in the process of
changing its domicile to Nevada.

4.2 Authority; No Conflict

             (a) This Agreement constitutes the legal, valid, and binding
obligation of Buyer, enforceable against Buyer in accordance with its terms.
Upon the execution and delivery by Buyer of the various agreements at Closing
(collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents
will constitute the legal, valid, and binding obligations of Buyer, enforceable
against Buyer in accordance with their respective terms. Buyer has the absolute
and unrestricted right, power, and authority to execute and deliver this
Agreement and the Buyer's Closing Documents and to perform its obligations under
this Agreement and the Buyer's Closing Documents.

             (b) Except as set forth in Schedule 4.2, neither the execution and
delivery of this Agreement nor the consummation or performance of any of the
Contemplated Transactions will give any Person the right to prevent, delay, or
otherwise interfere with any of the Contemplated Transactions pursuant to:
             (i) any provision of Buyer's Organizational Documents;

             (ii) any resolution adopted by the board of directors or the
             stockholders of Buyer;

             (iii) any Legal Requirement or Order to which Buyer may be subject;
             or

             (iv) any Contract to which Buyer is a party or by which Buyer
             may be bound.

Except as set forth in Schedule 4.2, Buyer is not and will not be required to
obtain any Consent from any Person in connection with the execution and delivery
of this Agreement or the consummation or performance of any of the Contemplated
Transactions.

4.3 Investment Intent

             Buyer is acquiring the Shares for its own account and not with a
view to their distribution within the meaning of Section 2(11) of the Securities
Act.

4.4 Certain Proceedings

             There is no pending Proceeding that has been commenced against
Buyer and that challenges, or may have the effect of preventing, delaying,
making illegal, or otherwise interfering with, any of the Contemplated
Transactions. To Buyer's Knowledge, no such Proceeding has been Threatened.

4.5 Brokers or Finders

             Buyer and its officers and agents have incurred no obligation or
liability, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payment in connection with this Agreement and will
indemnify and hold Seller harmless from any such payment alleged to be due by or
through Buyer as a result of the action of Buyer or its officers or agents.

                  5. COVENANTS OF SELLER PRIOR TO CLOSING DATE

5.1 Access and Investigation

             Between the date of this Agreement and the Closing Date, Seller
will, and will cause each Acquired Company and its Representatives to, (a)
afford Buyer and its Representatives and prospective lenders and their
Representatives (collectively, "Buyer's Advisors") full and free access to each
Acquired Company's personnel, properties (including subsurface testing),
contracts, books and records, and other documents and data, (b) furnish Buyer
and Buyer's Advisors with copies of all such contracts, books and records, and
other existing documents and data as Buyer may reasonably request, and (c)
furnish Buyer and Buyer's Advisors with such additional financial, operating,
and other data and information as Buyer may reasonably request.

5.2 Operation of the Businesses of the Acquired Companies
             Between the date of this Agreement and the Closing Date, Seller
will, and will cause each Acquired Company to:

             (a) conduct the business of such Acquired Company only in the
Ordinary Course of Business;

             (b) use his Best Efforts to preserve intact the current business
organization of such Acquired Company, keep available the services of the
current officers, employees, and agents of such Acquired Company, and maintain
the relations and good will with suppliers, customers, landlords, creditors,
employees, agents, and others having business relationships with such Acquired
Company;

             (c) confer with Buyer concerning operational matters of a material
nature; and

             (d) otherwise report periodically to Buyer concerning the status of
the business, operations, and finances of such Acquired Company.

5.3 Negative Covenant

             Except as otherwise expressly permitted by this Agreement, between
the date of this Agreement and the Closing Date, Seller will not, and will cause
each Acquired Company not to, without the prior consent of Buyer, take any
affirmative action, or fail to take any reasonable action within their or its
control, as a result of which any of the changes or events listed in Section
3.13 is likely to occur.

5.4 Required Approvals

             Between the date of this Agreement and the Closing Date, Seller
will, and will cause each Acquired Company to, (a) cooperate with Buyer with
respect to all filings that Buyer elects to make or is required by Legal
Requirements to make in connection with the Contemplated Transactions, and (b)
cooperate with Buyer in obtaining all consents identified in Schedule 4.2.

5.5 Notification

             Between the date of this Agreement and the Closing Date, Seller
will promptly notify Buyer in writing if Seller or any Acquired Company becomes
aware of any fact or condition that causes or constitutes a Breach of any of
Seller's representations and warranties as of the date of this Agreement, or if
Seller or any Acquired Company becomes aware of the occurrence after the date of
this Agreement of any fact or condition that would (except as expressly
contemplated by this Agreement) cause or constitute a Breach of any such
representation or warranty had such representation or warranty been made as of
the time of occurrence or discovery of such fact or condition. Should any such
fact or condition require any change in the Disclosure Letter if the Disclosure
Letter were dated the date of the occurrence or discovery of any such fact or
condition, Seller will promptly deliver to Buyer a supplement to the Disclosure
Letter specifying such change. During the same period, Seller will promptly
notify Buyer of the occurrence of any Breach of any covenant of Seller in this
Section 5 or of the occurrence of any event that may make the satisfaction of
the conditions in Section 7 impossible or unlikely.

5.6 Payment of Indebtedness by Related Persons

             Except as expressly provided in this Agreement, Seller will cause
all indebtedness owed to an Acquired Company by Seller or any Related Person of
Seller to be paid in full prior to Closing.

5.7 No Negotiation

             Until such time, if any, as this Agreement is terminated pursuant
to Section 9, Seller will not, and will cause each Acquired Company and his
Representatives not to, directly or indirectly solicit, initiate, or encourage
any inquiries or proposals from, discuss or negotiate with, provide any
non-public information to, or consider the merits of any unsolicited inquiries
or proposals from, any Person (other than Buyer) relating to any transaction
involving the sale of the business or assets (other than in the Ordinary Course
of Business) of any Acquired Company, or any of the capital stock of any
Acquired Company, or any merger, consolidation, business combination, or similar
transaction involving any Acquired Company.

5.8 Best Efforts

             Between the date of this Agreement and the Closing Date, Seller
will use his Best Efforts to cause the conditions in Sections 7 and 8 to be
satisfied.

                   6. COVENANTS OF BUYER PRIOR TO CLOSING DATE

6.1 Approvals of Governmental Bodies

             As promptly as practicable after the date of this Agreement, Buyer
will, and will cause each of its Related Persons to, make all filings required
by Legal Requirements to be made by them to consummate the Contemplated
Transactions. Between the date of this Agreement and the Closing Date, Buyer
will, and will cause each Related Person to, cooperate with Seller with respect
to all filings that Seller are required by Legal Requirements to make in
connection with the Contemplated Transactions, and (ii) cooperate with Seller in
obtaining all consents identified in Part 3.2 of the Disclosure Letter; provided
that this Agreement will not require Buyer to dispose of or make any change in
any portion of its business or to incur any other burden to obtain a
Governmental Authorization.

6.2 Best Efforts

             Except as set forth in the proviso to Section 6.1, between the date
of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause
the conditions in Sections 7 and 8 to be satisfied.

             7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

             Buyer's obligation to purchase the Shares and to take the other
actions required to be taken by Buyer at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by Buyer, in whole or in part):

7.1 Accuracy of Representations

             (a) All of Seller's representations and warranties in this
Agreement (considered collectively), and each of these representations and
warranties (considered individually), must have been accurate in all material
respects as of the date of this Agreement, and must be accurate in all material
respects as of the Closing Date as if made on the Closing Date, without giving
effect to any supplement to the Disclosure Letter.

             (b) Each of Seller's representations and warranties in Sections
3.3, 3.4, 3.09, and 3.20 must have been accurate in all respects as of the date
of this Agreement, and must be accurate in all respects as of the Closing Date
as if made on the Closing Date, without giving effect to any supplement to the
Disclosure Letter.

7.2 Seller's Performance

             (a) All of the covenants and obligations that Seller are required
to perform or to comply with pursuant to this Agreement at or prior to the
Closing (considered collectively), and each of these covenants and obligations
(considered individually), must have been duly performed and complied with in
all material respects.

             (b) Each document required to be delivered pursuant to Section 2.4
must have been delivered, and each of the other covenants and obligations in
Sections 5.4 and 5.8 must have been performed and complied with in all respects.

7.3 Consents

             Each of the Consents identified in Part 3.2 of the Disclosure
Letter, and each Consent identified in Schedule 4.2, must have been obtained and
must be in full force and effect.

7.4 Additional Documents

             Each of the following documents must have been delivered to Buyer:

             (a)estoppel certificates executed on behalf of Seller, dated as of
a date not more than two days prior to the Closing Date, each in the form of
Exhibit 7.4(b); and

             (b) such other documents as Buyer may reasonably request for the
purpose of (i) evidencing the accuracy of any of Seller's representations and
warranties, (ii) evidencing the performance by Seller of, or the compliance by
either Seller with, any covenant or obligation required to be performed or
complied with by Seller, (iii) evidencing the satisfaction of any condition
referred to in this Section 7, or (iv) otherwise facilitating the consummation
or performance of any of the Contemplated Transactions.

7.5 No Proceedings

             Since the date of this Agreement, there must not have been
commenced or Threatened against Buyer, or against any Person affiliated with
Buyer, any Proceeding (a) involving any challenge to, or seeking damages or
other relief in connection with, any of the Contemplated Transactions, or (b)
that may have the effect of preventing, delaying, making illegal, or otherwise
interfering with any of the Contemplated Transactions.

7.6 No Claim Regarding Stock Ownership or Sale Proceeds

             There must not have been made or Threatened by any Person any claim
asserting that such Person (a) is the holder or the beneficial owner of, or has
the right to acquire or to obtain beneficial ownership of, any stock of, or any
other voting, equity, or ownership interest in, any of the Acquired Companies,
or (b) is entitled to all or any portion of the Purchase Price payable for the
Shares.

7.7 No Prohibition

             Neither the consummation nor the performance of any of the
Contemplated Transactions will, directly or indirectly (with or without notice
or lapse of time), materially contravene, or conflict with, or result in a
material violation of, or cause Buyer or any Person affiliated with Buyer to
suffer any material adverse consequence under, (a) any applicable Legal
Requirement or Order, or (b) any Legal Requirement or Order that has been
published, introduced, or otherwise proposed by or before any Governmental Body.

7.8 Lease and Contracts in Place

             The Company shall have entered into leases covering the real estate
necessary for its operations, which lease are acceptable to Buyer and Seller.
Further, the Company shall have entered into employment, management and
compensation agreements with _________ and __________, which agreements are
acceptable to Buyer.

             8. CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE

             Seller's obligation to sell the Shares and to take the other
actions required to be taken by Seller at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by Seller, in whole or in part):

8.1 Accuracy of Representations

             All of Buyer's representations and warranties in this Agreement
(considered collectively), and each of these representations and warranties
(considered individually), must have been accurate in all material respects as
of the date of this Agreement and must be accurate in all material respects as
of the Closing Date as if made on the Closing Date. 8.2 Buyer's Performance

             (a) All of the covenants and obligations that Buyer is required to
perform or to comply with pursuant to this Agreement at or prior to the Closing
(considered collectively), and each of these covenants and obligations
(considered individually), must have been performed and complied with in all
material respects.

             (b) Buyer must have delivered each of the documents required to be
delivered by Buyer pursuant to Section 2.4 and must have made the cash payments
required to be made by Buyer pursuant to Sections 2.4(b)(i) and 2.4(b)(ii).

8.3 Consents

             Each of the Consents identified in Part 3.2 of the Disclosure
Letter must have been obtained and must be in full force and effect.

8.4 Additional Documents

             Buyer must have caused the following documents to be delivered to
Seller such documents as Seller may reasonably request for the purpose of (i)
evidencing the accuracy of any representation or warranty of Buyer, (ii)
evidencing the performance by Buyer of, or the compliance by Buyer with, any
covenant or obligation required to be performed or complied with by Buyer, (iii)
evidencing the satisfaction of any condition referred to in this Section 8, or
(iv) otherwise facilitating the consummation of any of the Contemplated
Transactions.

8.5 No Injunction

             There must not be in effect any Legal Requirement or any injunction
or other Order that (a) prohibits the sale of the Shares by Seller to Buyer, and
(b) has been adopted or issued, or has otherwise become effective, since the
date of this Agreement.

8.6 Capitalization

             Buyer shall have amended its Organizational Documents to authorize
sufficient shares to meet the requirements of this Agreement.

                                 9. TERMINATION

9.1 Termination Events

             This Agreement may, by notice given prior to or at the Closing, be
terminated:

             (a) by either Buyer or Seller if a material Breach of any provision
of this Agreement has been committed by the other party and such Breach has not
been waived;

             (b) (i) by Buyer if any of the conditions in Section 7 has not been
satisfied as of the Closing Date or if satisfaction of such a condition is or
becomes impossible (other than through the failure of Buyer to comply with its
obligations under this Agreement) and Buyer has not waived such condition on or
before the Closing Date; or (ii) by Seller, if any of the conditions in Section
8 has not been satisfied of the Closing Date or if satisfaction of such a
condition is or becomes impossible (other than through the failure of Seller to
comply with their obligations under this Agreement) and Seller has not waived
such condition on or before the Closing Date;

             (c) by mutual consent of Buyer and Seller; or

             (d) by either Buyer or Seller if the Closing has not occurred
(other than through the failure of any party seeking to terminate this Agreement
to comply fully with its obligations under this Agreement) on or before June 10,
2001, or such later date as the parties may agree upon.

9.2 Effect of Termination

             Each party's right of termination under Section 9.1 is in addition
to any other rights it may have under this Agreement or otherwise, and the
exercise of a right of termination will not be an election of remedies. If this
Agreement is terminated pursuant to Section 9.1, all further obligations of the
parties under this Agreement will terminate, except that the obligations in
Sections 11.1 and 11.3 will survive; provided, however, that if this Agreement
is terminated by a party because of the Breach of the Agreement by the other
party or because one or more of the conditions to the terminating party's
obligations under this Agreement is not satisfied as a result of the other
party's failure to comply with its obligations under this Agreement, the
terminating party's right to pursue all legal remedies will survive such
termination unimpaired.

                          10. INDEMNIFICATION; REMEDIES

10.1 Survival; Right to Indemnification Not Affected by Knowledge

             All representations, warranties, covenants, and obligations in this
Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, the
certificate delivered pursuant to Section 2.4(a)(v), and any other certificate
or document delivered pursuant to this Agreement will survive the Closing. The
right to indemnification, payment of Damages or other remedy based on such
representations, warranties, covenants, and obligations will not be affected by
any investigation conducted with respect to, or any Knowledge acquired (or
capable of being acquired) at any time, whether before or after the execution
and delivery of this Agreement or the Closing Date, with respect to the accuracy
or inaccuracy of or compliance with, any such representation, warranty,
covenant, or obligation. The waiver of any condition based on the accuracy of
any representation or warranty, or on the performance of or compliance with any
covenant or obligation, will not affect the right to indemnification, payment of
Damages, or other remedy based on such representations, warranties, covenants,
and obligations.

10.2 Indemnification and Payment of Damages by Seller

             Seller will indemnify and hold harmless Buyer, the Acquired
Companies, and their respective Representatives, stockholders, controlling
persons, and affiliates (collectively, the "Indemnified Persons") for, and will
pay to the Indemnified Persons the amount of, any loss, liability, claim, damage
(including incidental and consequential damages), expense (including costs of
investigation and defense and reasonable attorneys' fees) or diminution of
value, whether or not involving a third-party claim (collectively, "Damages"),
arising, directly or indirectly, from or in connection with:

             (a) any Breach of any representation or warranty made by Seller in
this Agreement (without giving effect to any supplement to the Disclosure
Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or any
other certificate or document delivered by Seller pursuant to this Agreement;

             (b) any Breach of any representation or warranty made by Seller in
this Agreement as if such representation or warranty were made on and as of the
Closing Date without giving effect to any supplement to the Disclosure Letter,
other than any such Breach that is disclosed in a supplement to the Disclosure
Letter and is expressly identified in the certificate delivered pursuant to
Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to
be satisfied;

             (c) any Breach by Seller of any covenant or obligation of Seller
in this Agreement;

             (d) any product shipped or manufactured  by, or any services
provided by, any Acquired Company prior to the Closing Date;
or

             (e) any claim by any Person for brokerage or finder's fees or
commissions or similar payments based upon any agreement or understanding
alleged to have been made by any such Person with Seller or any Acquired Company
(or any Person acting on their behalf) in connection with any of the
Contemplated Transactions.

             The remedies provided in this Section 10.2 will not be exclusive of
or limit any other remedies that may be available to Buyer or the other
Indemnified Persons.

10.3 Indemnification and Payment of Damages by Buyer

             Buyer will indemnify and hold harmless Seller, and will pay to
Seller the amount of any Damages arising, directly or indirectly, from or in
connection with (a) any Breach of any representation or warranty made by Buyer
in this Agreement or in any certificate delivered by Buyer pursuant to this
Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in
this Agreement, or (c) any claim by any Person for brokerage or finder's fees or
commissions or similar payments based upon any agreement or understanding
alleged to have been made by such Person with Buyer (or any Person acting on its
behalf) in connection with any of the Contemplated Transactions.

10.4 Time Limitations

             If the Closing occurs, Seller will have no liability (for
indemnification or otherwise) with respect to any representation or warranty, or
covenant or obligation to be performed and complied with prior to the Closing
Date, other than those in Sections 3.3 or 3.09, unless on or before December 31,
2001 Buyer notifies Seller of a claim specifying the factual basis of that claim
in reasonable detail to the extent then known by Buyer; a claim with respect to
Section 3.3 or 3.09, or a claim for indemnification or reimbursement not based
upon any representation or warranty or any covenant or obligation to be
performed and complied with prior to the Closing Date, may be made at any time.
If the Closing occurs, Buyer will have no liability (for indemnification or
otherwise) with respect to any representation or warranty, or covenant or
obligation to be performed and complied with prior to the Closing Date, unless
on or before December 31, 2001 Seller notify Buyer of a claim specifying the
factual basis of that claim in reasonable detail to the extent then known by
Seller.

10.5 Procedure for Indemnification--third Party Claims

             (a) Promptly after receipt by an indemnified party under Section
10.2 or 10.3 of notice of the commencement of any Proceeding against it, such
indemnified party will, if a claim is to be made against an indemnifying party
under such Section, give notice to the indemnifying party of the commencement of
such claim, but the failure to notify the indemnifying party will not relieve
the indemnifying party of any liability that it may have to any indemnified
party, except to the extent that the indemnifying party demonstrates that the
defense of such action is prejudiced by the indemnifying party's failure to give
such notice.

             (b) If any Proceeding referred to in Section 10.5(a) is brought
against an indemnified party and it gives notice to the indemnifying party of
the commencement of such Proceeding, the indemnifying party will, unless the
claim involves Taxes, be entitled to participate in such Proceeding and, to the
extent that it wishes (unless (i) the indemnifying party is also a party to such
Proceeding and the indemnified party determines in good faith that joint
representation would be inappropriate, or (ii) the indemnifying party fails to
provide reasonable assurance to the indemnified party of its financial capacity
to defend such Proceeding and provide indemnification with respect to such
Proceeding), to assume the defense of such Proceeding with counsel satisfactory
to the indemnified party and, after notice from the indemnifying party to the
indemnified party of its election to assume the defense of such Proceeding, the
indemnifying party will not, as long as it diligently conducts such defense, be
liable to the indemnified party under this Section 10 for any fees of other
counsel or any other expenses with respect to the defense of such Proceeding, in
each case subsequently incurred by the indemnified party in connection with the
defense of such Proceeding, other than reasonable costs of investigation. If the
indemnifying party assumes the defense of a Proceeding, (i) it will be
conclusively established for purposes of this Agreement that the claims made in
that Proceeding are within the scope of and subject to indemnification; (ii) no
compromise or settlement of such claims may be effected by the indemnifying
party without the indemnified party's consent unless (A) there is no finding or
admission of any violation of Legal Requirements or any violation of the rights
of any Person and no effect on any other claims that may be made against the
indemnified party, and (B) the sole relief provided is monetary damages that are
paid in full by the indemnifying party; and (iii) the indemnified party will
have no liability with respect to any compromise or settlement of such claims
effected without its consent. If notice is given to an indemnifying party of the
commencement of any Proceeding and the indemnifying party does not, within ten
days after the indemnified party's notice is given, give notice to the
indemnified party of its election to assume the defense of such Proceeding, the
indemnifying party will be bound by any determination made in such Proceeding or
any compromise or settlement effected by the indemnified party.

             (c) Notwithstanding the foregoing, if an indemnified party
determines in good faith that there is a reasonable probability that a
Proceeding may adversely affect it or its affiliates other than as a result of
monetary damages for which it would be entitled to indemnification under this
Agreement, the indemnified party may, by notice to the indemnifying party,
assume the exclusive right to defend, compromise, or settle such Proceeding, but
the indemnifying party will not be bound by any determination of a Proceeding so
defended or any compromise or settlement effected without its consent (which may
not be unreasonably withheld).

             (d) Seller hereby consents to the non-exclusive jurisdiction of any
court in which a Proceeding is brought against any Indemnified Person for
purposes of any claim that an Indemnified Person may have under this Agreement
with respect to such Proceeding or the matters alleged therein, and agree that
process may be served on Seller with respect to such a claim anywhere in the
world.

10.6 Procedure for Indemnification--other Claims

             A claim for indemnification for any matter not involving a
third-party claim may be asserted by notice to the party from whom
indemnification is sought.

                             11. GENERAL PROVISIONS

11.1 Expenses

             Except as otherwise expressly provided in this Agreement, each
party to this Agreement will bear its respective expenses incurred in connection
with the preparation, execution, and performance of this Agreement and the
Contemplated Transactions, including all fees and expenses of agents,
representatives, counsel, and accountants. Seller will cause the Acquired
Companies not to incur any out-of-pocket expenses in connection with this
Agreement. In the event of termination of this Agreement, the obligation of each
party to pay its own expenses will be subject to any rights of such party
arising from a breach of this Agreement by another party.

11.2 Public Announcements

             Any public announcement or similar publicity with respect to this
Agreement or the Contemplated Transactions will be issued, if at all, at such
time and in such manner as Buyer determines. Unless consented to by Buyer in
advance or required by Legal Requirements, prior to the Closing Seller shall,
and shall cause the Acquired Companies to, keep this Agreement strictly
confidential and may not make any disclosure of this Agreement to any Person.
Seller and Buyer will consult with each other concerning the means by which the
Acquired Companies' employees, customers, and suppliers and others having
dealings with the Acquired Companies will be informed of the Contemplated
Transactions, and Buyer will have the right to be present for any such
communication.

11.3 Confidentiality

             Between the date of this Agreement and the Closing Date, Buyer and
Seller will maintain in confidence, and will cause the directors, officers,
employees, agents, and advisors of Buyer and the Acquired Companies to maintain
in confidence, any written, oral, or other information obtained in confidence
from another party or an Acquired Company in connection with this Agreement or
the Contemplated Transactions, unless (a) such information is already known to
such party or to others not bound by a duty of confidentiality or such
information becomes publicly available through no fault of such party, (b) the
use of such information is necessary or appropriate in making any filing or
obtaining any consent or approval required for the consummation of the
Contemplated Transactions, or (c) the furnishing or use of such information is
required by legal proceedings.

             If the Contemplated Transactions are not consummated, each party
will return or destroy as much of such written information as the other party
may reasonably request.

11.4 Notices

             All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by telecopier
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and telecopier
numbers as a party may designate by notice to the other parties.

11.5 Jurisdiction; Service of Process

             Any action or proceeding seeking to enforce any provision of, or
based on any right arising out of, this Agreement may be brought against any of
the parties in the courts of the State of Nevada, in the Capital City, Carson
City, or, if it has or can acquire jurisdiction, in the United States District
Court for the District of Nevada, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.

11.6 Further Assurances

             The parties agree (a) to furnish upon request to each other such
further information, (b) to execute and deliver to each other such other
documents, and (c) to do such other acts and things, all as the other party may
reasonably request for the purpose of carrying out the intent of this Agreement
and the documents referred to in this Agreement.

11.7 Waiver

             The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power, or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or privilege. To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents referred to in this Agreement can be discharged
by one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other party; (b) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given; and (c) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party giving such
notice or demand to take further action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.

11.8 Entire Agreement and Modification

             This Agreement supersedes all prior agreements between the parties
with respect to its subject matter and constitutes (along with the documents
referred to in this Agreement) a complete and exclusive statement of the terms
of the agreement between the parties with respect to its subject matter. This
Agreement may not be amended except by a written agreement executed by the party
to be charged with the amendment.

11.9 Disclosure Letter

             (a) The disclosures in the Disclosure Letter, and those in any
Supplement thereto, must relate only to the representations and warranties in
the Section of the Agreement to which they expressly relate and not to any other
representation or warranty in this Agreement.

             (b) In the event of any inconsistency between the statements in the
body of this Agreement and those in the Disclosure Letter (other than an
exception expressly set forth as such in the Disclosure Letter with respect to a
specifically identified representation or warranty), the statements in the body
of this Agreement will control.

11.10 Assignments, Successors, and No Third-party Rights

             Neither party may assign any of its rights under this Agreement
without the prior consent of the other parties, which will not be unreasonably
withheld, except that Buyer may assign any of its rights under this Agreement to
any Subsidiary of Buyer. Subject to the preceding sentence, this Agreement will
apply to, be binding in all respects upon, and inure to the benefit of the
successors and permitted assigns of the parties. Nothing expressed or referred
to in this Agreement will be construed to give any Person other than the parties
to this Agreement any legal or equitable right, remedy, or claim under or with
respect to this Agreement or any provision of this Agreement. This Agreement and
all of its provisions and conditions are for the sole and exclusive benefit of
the parties to this Agreement and their successors and assigns.

11.11 Severability

             If any provision of this Agreement is held invalid or unenforceable
by any court of competent jurisdiction, the other provisions of this Agreement
will remain in full force and effect. Any provision of this Agreement held
invalid or unenforceable only in part or degree will remain in full force and
effect to the extent not held invalid or unenforceable.

11.12 Section Headings, Construction

             The headings of Sections in this Agreement are provided for
convenience only and will not affect its construction or interpretation. All
references to "Section" or "Sections" refer to the corresponding Section or
Sections of this Agreement. All words used in this Agreement will be construed
to be of such gender or number as the circumstances require. Unless otherwise
expressly provided, the word "including" does not limit the preceding words or
terms.

11.13 Time of Essence

             With regard to all dates and time periods set forth or referred to
in this Agreement, time is of the essence.

11.14 Governing Law

             This Agreement will be governed by the laws of the State of Nevada
without regard to conflicts of laws principles.

11.15 Counterparts

             This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.

             IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.

Buyer:                                                 Seller:

Cala Corporation
By: /s/ Giuseppe Cala                               /s/ Giuliano Mancini
---------------------                               --------------------
        Giuseppe Cala, President                        Giuliano Mancini

                                                    /s/ Gisella Mancini
                                                    -------------------
                                                        Gisella Mancini
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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 or Report (Date of earliest event reported) April 18, 2001

                                Cala Corporation
                              (Name of Registrant)

             Oklahoma                 01-15109               73-1251800
  (State or other jurisdiction    (Commission File         (IRS Employer
        of incorporation)              Number)           Identification No.)

           2 North First Street, Suite 311, San Jose, California 95113
                    (Address of principle executive offices)

                                Cala Corporation
          (Former name or former address, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

                    Yes      (  X  )               No    (       )

The Company had 48,702.262 shares of common stock outstanding at December 31,
2000

Transitional Small Business Disclosure Format  (check one):

                     Yes     (  X  )               No    (       )
Item 1.  Changes in Control of Registrant

     As a result of the transaction reported herein, the principal owners of
Mancini Olive Oil Company, I.M.O.I.L., srl. will acquire controlling interest in
Cala Corporation through the issuance of additional shares as prescribed by the
merger agreement.

Item 2.  Acquisition or Disposition of Assets

     Cala Corporation and Mancini I.M.O.I.L., Srl Italy, have entered into a
merger acquition agreement where Mancini I.M.O.I.L. will receive $5,000,000.00
worth of restricted shares upon the approval of the shareholders. An inital
payment of 10,000,000 shares have been issued to the Mancini's in January 2001
from shares that were returned to the treasury by Giuseppe Cala in order to
facilitate the merger. The merger also calls for Mancini I.M.O.I.L. to merge
their privately held business, not including the company real estate, with
annual revenues of approximately $20,000,000.00 for the year 2001 under Cala
Corporation. In addition, Mancini will have full control of the Board of
Directors when the merger is finalized. Giuseppe Cala will remain as Chairman
and CEO of the company indefinitely.

Item 3.  Bankruptcy or Receivership

     No event to report.

Item 4.  Changes in Registrants Certifying Accountant

     No event to report.

Item 5.  Other Matters

     No event to report.

Item 7.  Financial Statements

      7a.  To be subsequently released with the proxy and filed with an
           amendment to this 8-K.

      7b.  Financials will be provided in the amendment.

      7c.  See attched exhibit.

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

                                         Cala Corporation

                                          /s/  Giuseppe Cala
                                          -------------------
                                               Giuseppe Cala, Chairman, CEO

Dated this 2nd day of May, 2001
Exhibit 7c

                            STOCK PURCHASE AGREEMENT

             This Stock Purchase Agreement ("Agreement") is made this 18th day
of April, 2001, by Cala Corporation, an Oklahoma corporation ("Buyer") and
Mancini IMOIL, Srl of Italy, individuals resident in Italy (collectively the
"Seller").

                                    RECITALS

             Seller desires to sell, and Buyer desires to purchase, all of the
issued and outstanding shares (the "Shares") of capital stock of Mancici
I.M.O.I.L., an Italian corporation (the "Company"), for the consideration and on
the terms set forth in this Agreement.

                                    AGREEMENT

The parties, intending to be legally bound, agree as follows:

                                 1. DEFINITIONS

             For purposes of this Agreement, the following terms have the
meanings specified or referred to in this Section 1:

             "Acquired Companies"--the Company and its Subsidiaries,
collectively.

             "Applicable Contract"--any Contract (a) under which any Acquired
Company has or may acquire any rights, (b) under which any Acquired Company has
or may become subject to any obligation or liability, or (c) by which any
Acquired Company or any of the assets owned or used by it is or may become
bound.

             "Balance Sheet"--as defined in Section 3.4.

             "Best Efforts"--the efforts that a prudent Person desirous of
achieving a result would use in similar circumstances to ensure that such result
is achieved as expeditiously as possible.

             "Breach"--a "Breach" of a representation, warranty, covenant,
obligation, or other provision of this Agreement or any instrument delivered
pursuant to this Agreement will be deemed to have occurred if there is or has
been (a) any inaccuracy in or breach of, or any failure to perform or comply
with, such representation, warranty, covenant, obligation, or other provision,
or (b) any claim (by any Person) or other occurrence or circumstance that is or
was inconsistent with such representation, warranty, covenant, obligation, or
other provision, and the term "Breach" means any such inaccuracy, breach,
failure, claim, occurrence, or circumstance.

             "Buyer"--as defined in the first paragraph of this Agreement.

             "Closing"--as defined in Section 2.3.

             "Closing Date"--the date and time as of which the Closing actually
takes place.

             "Company"--as defined in the Recitals of this Agreement.

             "Consent"--any approval, consent, ratification, waiver, or other
authorization (including any Governmental Authorization).

             "Contemplated Transactions"--all of the transactions contemplated
by this Agreement, including:

             (a) the sale of the Shares by Seller to Buyer;

             (b) the execution, delivery, and performance of the Seller's
Releases, and the Escrow Agreement;

             (c) the performance by Buyer and Seller of their respective
covenants and obligations under this Agreement; and

             (d) Buyer's acquisition and ownership of the Shares and exercise
of control over the Acquired Companies.

             "Contract"--any agreement, contract, obligation, promise, or
undertaking (whether written or oral and whether express or implied) that is
legally binding.

             "Damages"--as defined in Section 10.2.

             "Disclosure Letter"--the disclosure letter delivered by Seller to
Buyer concurrently with the execution and delivery of this Agreement.

             "Encumbrance"--any charge, claim, community property interest,
condition, equitable interest, lien, option, pledge, security interest, right of
first refusal, or restriction of any kind, including any restriction on use,
voting, transfer, receipt of income, or exercise of any other attribute of
ownership.

             "GAAP"--generally accepted United States accounting principles,
applied on a basis consistent with the basis on which the Balance Sheet and the
other financial statements referred to in Section 3.4(b) were prepared.

             "Governmental Authorization"--any approval, consent, license,
permit, waiver, or other authorization issued, granted, given, or otherwise made
available by or under the authority of any Governmental Body or pursuant to any
Legal Requirement.

             "Governmental Body"--any:

             (a) nation, state, county, city, town, village, district, or other
             jurisdiction of any nature; (b) federal, state, local, municipal,
             foreign, or other government;

             (c) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, official, or entity and
any court or other tribunal);

             (d) multi-national organization or body; or

             (e) body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory, or taxing authority or
power of any nature.

             "Intellectual Property Assets" --as defined in Section 3.18.

             "Interim Balance Sheet"--as defined in Section 3.4.

             "Knowledge"--an individual will be deemed to have "Knowledge" of a
particular fact or other matter if:

             (a) such individual is actually aware of such fact or other
matter; or

             (b) a prudent individual could be expected to discover or otherwise
become aware of such fact or other matter in the course of conducting a
reasonably comprehensive investigation concerning the existence of such fact or
other matter.

A Person (other than an individual) will be deemed to have "Knowledge" of a
particular fact or other matter if any individual who is serving, or who has at
any time served, as a director, officer, partner, executor, or trustee of such
Person (or in any similar capacity) has, or at any time had, Knowledge of such
fact or other matter.

             "Legal Requirement"--any federal, state, local, municipal, foreign,
international, multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute, or treaty.

             "Order"--any award, decision, injunction, judgment, order, ruling,
subpoena, or verdict entered, issued, made, or rendered by any court,
administrative agency, or other Governmental Body or by any arbitrator.

             "Ordinary Course of Business"--an action taken by a Person will be
deemed to have been taken in the "Ordinary Course of Business" only if:

             (a) such action is consistent with the past practices of such
Person and is taken in the ordinary course of the normal day-to-day operations
of such Person;

             (b) such action is not required to be authorized by the board of
directors of such Person (or by any Person or group of Persons exercising
similar authority); and

             (c) such action is similar in nature and magnitude to actions
customarily taken, without any authorization by the board of directors (or by
any Person or group of Persons exercising similar authority), in the ordinary
course of the normal day-to-day operations of other Persons that are in the same
line of business as such Person.

             "Organizational Documents"--(a) the articles or certificate of
incorporation and the bylaws of a corporation; (b) the partnership agreement and
any statement of partnership of a general partnership; (c) the limited
partnership agreement and the certificate of limited partnership of a limited
partnership; (d) any charter or similar document adopted or filed in connection
with the creation, formation, or organization of a Person; and (e) any amendment
to any of the foregoing.

             "Person"--any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, labor union, or other entity
or Governmental Body.

             "Proceeding"--any action, arbitration, audit, hearing,
investigation, litigation, or suit (whether civil, criminal, administrative,
investigative, or informal) commenced, brought, conducted, or heard by or
before, or otherwise involving, any Governmental Body or arbitrator.

             "Related Person"--with respect to a particular individual:

             (a) each other member of such individual's Family;

             (b) any Person that is directly or indirectly  controlled by such
individual or one or more members of such  individual's Family;

             (c) any Person in which such individual or members of such
individual's  Family hold  (individually or in the aggregate) a Material
Interest; and

             (d) any Person with respect to which such individual or one or more
members of such individual's Family serves as a director, officer, partner,
executor, or trustee (or in a similar capacity).

With respect to a specified Person other than an individual:

             (a) any Person that directly or indirectly controls, is directly or
indirectly controlled by, or is directly or indirectly under common control with
such specified Person;

             (b) any Person that holds a Material Interest in such specified
Person;

             (c) each Person that serves as a director, officer, partner,
executor, or trustee of such specified Person (or in a similar capacity);

             (d) any Person in which such specified Person holds a Material
Interest;

             (e) any Person  with  respect to which such  specified  Person
serves as a general  partner or a trustee (or in a similar capacity); and

             (f) any Related Person of any individual described in clause (b)
or (c).

For purposes of this definition, (a) the "Family" of an individual includes (i)
the individual, (ii) the individual's spouse, (iii) any other natural person who
is related to the individual or the individual's spouse within the second
degree, and (iv) any other natural person who resides with such individual, and
(b) "Material Interest" means direct or indirect beneficial ownership (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934) of voting
securities or other voting interests representing at least 10% of the
outstanding voting power of a Person or equity securities or other equity
interests representing at least 10% of the outstanding equity securities or
equity interests in a Person.

             "Representative"--with respect to a particular Person, any
director, officer, employee, agent, consultant, advisor, or other representative
of such Person, including legal counsel, accountants, and financial advisors.

             "Securities Act"--the Securities Act of 1933 or any successor law,
and regulations and rules issued pursuant to that Act or any successor law.

             "Seller"--as defined in the first paragraph of this Agreement.

             "Seller's Release"--as defined in Section 2.4.

             "Shares"--as defined in the Recitals of this Agreement.

             "Subsidiary"--with respect to any Person (the "Owner"), any
corporation or other Person of which securities or other interests having the
power to elect a majority of that corporation's or other Person's board of
directors or similar governing body, or otherwise having the power to direct the
business and policies of that corporation or other Person (other than securities
or other interests having such power only upon the happening of a contingency
that has not occurred) are held by the Owner or one or more of its Subsidiaries;
when used without reference to a particular Person, "Subsidiary" means a
Subsidiary of the Company.

             "Threatened"--a claim, Proceeding, dispute, action, or other matter
will be deemed to have been "Threatened" if any demand or statement has been
made (orally or in writing) or any notice has been given (orally or in writing),
or if any other event has occurred or any other circumstances exist, that would
lead a prudent Person to conclude that such a claim, Proceeding, dispute,
action, or other matter is likely to be asserted, commenced, taken, or otherwise
pursued in the future.

                     2. SALE AND TRANSFER OF SHARES; CLOSING

2.1 Shares

             Subject to the terms and conditions of this Agreement, at the
Closing, Seller will sell and transfer the Shares to Buyer, and Buyer will
purchase the Shares from Seller.

2.2 Purchase Price

             The purchase price (the "Purchase Price") for the Shares will be
$5,000,000 payable through the delivery of shares of the Buyer valued based upon
the closing ask price on the day immediately preceding Closing.

2.3 Closing

             The purchase and sale (the "Closing") provided for in this
Agreement will take place at the offices of Mancini IMOIL, Srl of Italy at 10:00
a.m. (local time) on the later of (i) April 18th, 2001 or (ii) or at such other
time and place as the parties may agree. Subject to the provisions of Section 9,
failure to consummate the purchase and sale provided for in this Agreement on
the date and time and at the place determined pursuant to this Section 2.3 will
not result in the termination of this Agreement and will not relieve any party
of any obligation under this Agreement.

2.4 Closing Obligations

             At the Closing:

             (a) Seller will deliver to Buyer:

             (i) certificates representing the Shares, duly endorsed (or
             accompanied by duly executed stock powers), with signatures
             guaranteed by a commercial bank or by a member firm of the New York
             Stock Exchange, for transfer to Buyer;

             (ii) releases in the form of Exhibit 2.4(a)(ii) executed by Seller
             ("Seller's Release"); and

             (iii) a certificate executed by Seller representing and warranting
             to Buyer that each of Seller's representations and warranties in
             this Agreement was accurate in all respects as of the date of this
             Agreement and is accurate in all respects as of the Closing Date as
             if made on the Closing Date (giving full effect to any supplements
             to the Disclosure Letter that were delivered by Seller to Buyer
             prior to the Closing Date in accordance with Section 5.5); and

             (b) Buyer will deliver to Seller:

             (i) Shares of restricted stock of Buyer in an amount equal to
             $5,000,000 of value calculated by using the closing ask price of
             the traded stock of Buyer on the last business day immediately
             preceding Closing;

             (ii) a certificate executed by Buyer to the effect that, except as
             otherwise stated in such certificate, each of Buyer's
             representations and warranties in this Agreement was accurate in
             all respects as of the date of this Agreement and is accurate in
             all respects as of the Closing Date as if made on the Closing Date;
             and

             (iii) Minutes and such other documents as are required for
             representatives of Seller to be appointed or elected to a majority
             of the Board of Directors of Buyer and reflecting that Giuseppe
             Cala shall remain as Chairman of the Board for three years
             following Closing. .

                   3. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

3.1 Organization and Good Standing

             (a) Part 3.1 of the Disclosure Letter contains a complete and
accurate list for each Acquired Company of its name, its jurisdiction of
incorporation, other jurisdictions in which it is authorized to do business, and
its capitalization (including the identity of each stockholder and the number of
shares held by each). Each Acquired Company is a corporation duly organized,
validly existing, and in good standing under the laws of its jurisdiction of
incorporation, with full corporate power and authority to conduct its business
as it is now being conducted, to own or use the properties and assets that it
purports to own or use, and to perform all its obligations under Applicable
Contracts. Each Acquired Company is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each jurisdiction in which
either the ownership or use of the properties owned or used by it, or the nature
of the activities conducted by it, requires such qualification.

             (b) Seller has delivered to Buyer copies of the Organizational
Documents of each Acquired Company, as currently in effect.

3.2 Authority; No Conflict

             (a) This Agreement constitutes the legal, valid, and binding
obligation of Seller, enforceable against Seller in accordance with its terms.
Upon the execution and delivery by Seller of the Seller's Release and other
closing agreements (the "Seller's Closing Documents"), the Seller's Closing
Documents will constitute the legal, valid, and binding obligations of Seller,
enforceable against Seller in accordance with their respective terms. Seller has
the absolute and unrestricted right, power, authority, and capacity to execute
and deliver this Agreement and the Seller's Closing Documents and to perform his
obligations under this Agreement and the Seller's Closing Documents.

             (b) Except as set forth in Part 3.2 of the Disclosure Letter,
neither the execution and delivery of this Agreement nor the consummation or
performance of any of the Contemplated Transactions will, directly or indirectly
(with or without notice or lapse of time):

             (i) contravene, conflict with, or result in a violation of (A) any
             provision of the Organizational Documents of the Acquired
             Companies, or (B) any resolution adopted by the board of directors
             or the stockholders of any Acquired Company;

             (ii) contravene, conflict with, or result in a violation of, or
             give any Governmental Body or other Person the right to challenge
             any of the Contemplated Transactions or to exercise any remedy or
             obtain any relief under, any Legal Requirement or any Order to
             which any Acquired Company or Seller, or any of the assets owned or
             used by any Acquired Company, may be subject;

             (iii) contravene, conflict with, or result in a violation of any of
             the terms or requirements of, or give any Governmental Body the
             right to revoke, withdraw, suspend, cancel, terminate, or modify,
             any Governmental Authorization that is held by any Acquired Company
             or that otherwise relates to the business of, or any of the assets
             owned or used by, any Acquired Company;

             (iv) cause Buyer or any Acquired Company to become subject to, or
             to become liable for the payment of, any Tax;

             (v) cause any of the assets owned by any Acquired  Company to be
             reassessed  or revalued by any taxing  authority or other
             Governmental Body;

             (vi) contravene, conflict with, or result in a violation or breach
             of any provision of, or give any Person the right to declare a
             default or exercise any remedy under, or to accelerate the maturity
             or performance of, or to cancel, terminate, or modify, any
             Applicable Contract; or

             (vii) result in the imposition or creation of any Encumbrance upon
             or with respect to any of the assets owned or used by any Acquired
             Company.

Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired
Company is or will be required to give any notice to or obtain any Consent from
any Person in connection with the execution and delivery of this Agreement or
the consummation or performance of any of the Contemplated Transactions.

             (c) Seller is acquiring the Stock for his own account and not with
a view to distribution within the meaning of Section 2(11) of the Securities
Act.

3.3 Capitalization

             The authorized equity securities of the Company consist of: Not
applicable because under Italian law Mancini., I.M.O.I.L. is not authorized to
issue stocks/security. Owners of Mancini own 100% of Company at issue. Seller is
and will be on the Closing Date the record and beneficial owner and holder of
the equities, free and clear of all Encumbrances. All of the outstanding equity
securities of each Acquired Company have been duly authorized and validly issued
and are fully paid and nonassessable. There are no Contracts relating to the
issuance, sale, or transfer of any equity securities or other securities of any
Acquired Company. None of the outstanding equity securities or other securities
of any Acquired Company was issued in violation of the Securities Act or any
other Legal Requirement. No Acquired Company owns, or has any Contract to
acquire, any equity securities or other securities of any Person (other than
Acquired Companies) or any direct or indirect equity or ownership interest in
any other business.

3.4 Financial Statements

             Seller has delivered to Buyer: (a) audited consolidated balance
sheets of the Acquired Companies in each of the years ended December 31, 1999
and 2000 (including the notes thereto, the "Balance Sheet"), and the related
consolidated statements of income, changes in stockholders' equity, and cash
flow for the fiscal year then ended, and (b) an unaudited consolidated balance
sheet of the Acquired Companies as of March 31, 2001 (the "Interim Balance
Sheet") and the related unaudited consolidated statements of income, changes in
stockholders' equity, and cash flow for the three months then ended, including
in each case the notes thereto. Such financial statements and notes fairly
present the financial condition and the results of operations, changes in
stockholders' equity, and cash flow of the Acquired Companies as at the
respective dates of and for the periods referred to in such financial
statements, all in accordance with GAAP; the financial statements referred to in
this Section 3.4 reflect the consistent application of such accounting
principles throughout the periods involved. No financial statements of any
Person other than the Acquired Companies are required by GAAP to be included in
the consolidated financial statements of the Company.

3.5 Books and Records

             The books of account, minute books, stock record books, and other
records of the Acquired Companies, all of which have been made available to
Buyer, are complete and correct and have been maintained in accordance with
sound business practices and the requirements of Section 13(b)(2) of the
Securities Exchange Act of 1934, as amended (regardless of whether or not the
Acquired Companies are subject to that Section), including the maintenance of an
adequate system of internal controls. The minute books of the Acquired Companies
contain accurate and complete records of all meetings held of, and corporate
action taken by, the stockholders, the Boards of Directors, and committees of
the Boards of Directors of the Acquired Companies, and no meeting of any such
stockholders, Board of Directors, or committee has been held for which minutes
have not been prepared and are not contained in such minute books. At the
Closing, all of those books and records will be in the possession of the
Acquired Companies.

3.6 Title to Properties; Encumbrances

             Part 3.6 of the Disclosure Letter contains a complete and accurate
list of all real property, leaseholds, or other interests therein owned by any
Acquired Company. The Acquired Companies own (with good and marketable title in
the case of real property, subject only to the matters permitted by the
following sentence) all the properties and assets (whether real, personal, or
mixed and whether tangible or intangible) that they purport to own, including
all of the properties and assets reflected in the Balance Sheet and the Interim
Balance Sheet (except for assets held under capitalized leases disclosed or not
required to be disclosed in Part 3.6 of the Disclosure Letter and personal
property sold since the date of the Balance Sheet and the Interim Balance Sheet,
as the case may be, in the Ordinary Course of Business), and all of the
properties and assets purchased or otherwise acquired by the Acquired Companies
since the date of the Balance Sheet (except for personal property acquired and
sold since the date of the Balance Sheet in the Ordinary Course of Business and
consistent with past practice). All material properties and assets reflected in
the Balance Sheet and the Interim Balance Sheet are free and clear of all
Encumbrances and are not, in the case of real property, subject to any rights of
way, building use restrictions, exceptions, variances, reservations, or
limitations of any nature except, with respect to all such properties and
assets, (a) mortgages or security interests shown on the Balance Sheet or the
Interim Balance Sheet as securing specified liabilities or obligations, with
respect to which no default (or event that, with notice or lapse of time or
both, would constitute a default) exists, (b) mortgages or security interests
incurred in connection with the purchase of property or assets after the date of
the Interim Balance Sheet (such mortgages and security interests being limited
to the property or assets so acquired), with respect to which no default (or
event that, with notice or lapse of time or both, would constitute a default)
exists, (c) liens for current taxes not yet due, and (d) with respect to real
property, (i) minor imperfections of title, if any, none of which is substantial
in amount, materially detracts from the value or impairs the use of the property
subject thereto, or impairs the operations of any Acquired Company, and (ii)
zoning laws and other land use restrictions that do not impair the present or
anticipated use of the property subject thereto. All buildings, plants, and
structures owned by the Acquired Companies lie wholly within the boundaries of
the real property owned by the Acquired Companies and do not encroach upon the
property of, or otherwise conflict with the property rights of, any other
Person. It is expressly understood and agrees that the real estate currently
owned by the Acquired Company will be transferred prior to Closing and that
reasonable lease covering such properties shall be agreed to by Buyer and Seller
and shall in place prior to Closing.

3.7 Condition and Sufficiency of Assets

             The buildings, plants, structures, and equipment of the Acquired
Companies are structurally sound, are in good operating condition and repair,
and are adequate for the uses to which they are being put, and none of such
buildings, plants, structures, or equipment is in need of maintenance or repairs
except for ordinary, routine maintenance and repairs that are not material in
nature or cost. The building, plants, structures, and equipment of the Acquired
Companies are sufficient for the continued conduct of the Acquired Companies'
businesses after the Closing in substantially the same manner as conducted prior
to the Closing.

3.8 No Undisclosed Liabilities

             Except as set forth in Part 3.8 of the Disclosure Letter, the
Acquired Companies have no liabilities or obligations of any nature (whether
known or unknown and whether absolute, accrued, contingent, or otherwise) except
for liabilities or obligations reflected or reserved against in the Balance
Sheet or the Interim Balance Sheet and current liabilities incurred in the
Ordinary Course of Business since the respective dates thereof.
3.9 Taxes

             (a) The Acquired Companies have filed or caused to be filed all tax
returns that are or were required to be filed by or with respect to any of them,
either separately or as a member of a group of corporations, pursuant to
applicable Legal Requirements. The Acquired Companies have paid, or made
provision for the payment of, all Taxes that have or may have become due
pursuant to those tax returns or otherwise, or pursuant to any assessment
received by Seller or any Acquired Company, except such Taxes, if any, as are
listed in Part 3.9 of the Disclosure Letter and are being contested in good
faith and as to which adequate reserves (determined in accordance with GAAP)
have been provided in the Balance Sheet and the Interim Balance Sheet.

             (b) The charges, accruals, and reserves with respect to Taxes on
the respective books of each Acquired Company are adequate (determined in
accordance with GAAP) and are at least equal to that Acquired Company's
liability for Taxes. There exists no proposed tax assessment against any
Acquired Company except as disclosed in the Balance Sheet or in Part 3.9 of the
Disclosure Letter. All Taxes that any Acquired Company is or was required by
Legal Requirements to withhold or collect have been duly withheld or collected
and, to the extent required, have been paid to the proper Governmental Body or
other Person.

             (c) All tax returns filed by (or that include on a consolidated
basis) any Acquired Company are true, correct, and complete. There is no tax
sharing agreement that will require any payment by any Acquired Company after
the date of this Agreement.

3.10 No Material Adverse Change

             Since the date of the Balance Sheet, there has not been any
material adverse change in the business, operations, properties, prospects,
assets, or condition of any Acquired Company, and no event has occurred or
circumstance exists that may result in such a material adverse change.

3.11 Compliance with Legal Requirements; Governmental Authorizations

             (a) Except as set forth in Part 3.11 of the Disclosure Letter:

             (i) each Acquired Company is, and at all times has been, in full
             compliance with each Legal Requirement that is or was applicable to
             it or to the conduct or operation of its business or the ownership
             or use of any of its assets;

             (ii) no event has occurred or circumstance exists that (with or
             without notice or lapse of time) (A) may constitute or result in a
             violation by any Acquired Company of, or a failure on the part of
             any Acquired Company to comply with, any Legal Requirement, or (B)
             may give rise to any obligation on the part of any Acquired Company
             to undertake, or to bear all or any portion of the cost of, any
             remedial action of any nature; and

             (iii) no Acquired Company has received, at any time, any notice or
             other communication (whether oral or written) from any Governmental
             Body or any other Person regarding (A) any actual, alleged,
             possible, or potential violation of, or failure to comply with, any
             Legal Requirement, or (B) any actual, alleged, possible, or
             potential obligation on the part of any Acquired Company to
             undertake, or to bear all or any portion of the cost of, any
             remedial action of any nature.

             (b) Part 3.11 of the Disclosure Letter contains a complete and
accurate list of each Governmental Authorization that is held by any Acquired
Company or that otherwise relates to the business of, or to any of the assets
owned or used by, any Acquired Company. Each Governmental Authorization listed
or required to be listed in Part 3.11 of the Disclosure Letter is valid and in
full force and effect. Except as set forth in Part 3.11 of the Disclosure
Letter:

             (i) each Acquired Company is, and at all times has been, in full
             compliance with all of the terms and requirements of each
             Governmental Authorization identified or required to be identified
             in Part 3.11 of the Disclosure Letter;

             (ii) no event has occurred or circumstance exists that may (with or
             without notice or lapse of time) (A) constitute or result directly
             or indirectly in a violation of or a failure to comply with any
             term or requirement of any Governmental Authorization listed or
             required to be listed in Part 3.11 of the Disclosure Letter, or (B)
             result directly or indirectly in the revocation, withdrawal,
             suspension, cancellation, or termination of, or any modification
             to, any Governmental Authorization listed or required to be listed
             in Part 3.11 of the Disclosure Letter;

             (iii) no Acquired Company has received, at any time, any notice or
             other communication (whether oral or written) from any Governmental
             Body or any other Person regarding (A) any actual, alleged,
             possible, or potential violation of or failure to comply with any
             term or requirement of any Governmental Authorization, or (B) any
             actual, proposed, possible, or potential revocation, withdrawal,
             suspension, cancellation, termination of, or modification to any
             Governmental Authorization; and

             (iv) all applications required to have been filed for the renewal
             of the Governmental Authorizations listed or required to be listed
             in Part 3.11 of the Disclosure Letter have been duly filed on a
             timely basis with the appropriate Governmental Bodies, and all
             other filings required to have been made with respect to such
             Governmental Authorizations have been duly made on a timely basis
             with the appropriate Governmental Bodies.

The Governmental Authorizations listed in Part 3.11 of the Disclosure Letter
collectively constitute all of the Governmental Authorizations necessary to
permit the Acquired Companies to lawfully conduct and operate their businesses
in the manner they currently conduct and operate such businesses and to permit
the Acquired Companies to own and use their assets in the manner in which they
currently own and use such assets.

3.12 Legal Proceedings; Orders

             (a) Except as set forth in Part 3.12 of the Disclosure Letter,
             there is no pending Proceeding:

             (i) that has been commenced by or against any Acquired Company or
             that otherwise relates to or may affect the business of, or any of
             the assets owned or used by, any Acquired Company; or

             (ii) that challenges, or that may have the effect of preventing,
             delaying, making illegal, or otherwise interfering with, any of the
             Contemplated Transactions.

To the Knowledge of Seller and the Acquired Companies, (1) no such Proceeding
has been Threatened, and (2) no event has occurred or circumstance exists that
may give rise to or serve as a basis for the commencement of any such
Proceeding. Seller has delivered to Buyer copies of all pleadings,
correspondence, and other documents relating to each Proceeding listed in Part
3.12 of the Disclosure Letter. The Proceedings listed in Part 3.12 of the
Disclosure Letter will not have a material adverse effect on the business,
operations, assets, condition, or prospects of any Acquired Company.

             (b) Except as set forth in Part 3.12 of the Disclosure Letter:

             (i) there is no Order to which any of the Acquired Companies,  or
            any of the assets owned or used by any Acquired Company, is subject;

             (ii)  Seller is not  subject to any Order  that  relates to the
             business  of, or any of the assets  owned or used by, any
             Acquired Company; and

             (iii) no officer, director, agent, or employee of any Acquired
             Company is subject to any Order that prohibits such officer,
             director, agent, or employee from engaging in or continuing any
             conduct, activity, or practice relating to the business of any
             Acquired Company.

             (c) Except as set forth in Part 3.12 of the Disclosure Letter:

             (i) each Acquired Company is, and at all times has been, in full
             compliance with all of the terms and requirements of each Order to
             which it, or any of the assets owned or used by it, is or has been
             subject;

             (ii) no event has occurred or circumstance exists that may
             constitute or result in (with or without notice or lapse of time) a
             violation of or failure to comply with any term or requirement of
             any Order to which any Acquired Company, or any of the assets owned
             or used by any Acquired Company, is subject; and

             (iii) no Acquired Company has received, at any time, any notice or
             other communication (whether oral or written) from any Governmental
             Body or any other Person regarding any actual, alleged, possible,
             or potential violation of, or failure to comply with, any term or
             requirement of any Order to which any Acquired Company, or any of
             the assets owned or used by any Acquired Company, is or has been
             subject.

3.13 Absence of Certain Changes and Events

             Except as set forth in Part 3.13 of the Disclosure Letter, since
the date of the Balance Sheet, the Acquired Companies have conducted their
businesses only in the Ordinary Course of Business and there has not been any:

             (a) change in any Acquired Company's authorized or issued capital
stock; grant of any stock option or right to purchase shares of capital stock of
any Acquired Company; issuance of any security convertible into such capital
stock; grant of any registration rights; purchase, redemption, retirement, or
other acquisition by any Acquired Company of any shares of any such capital
stock; or declaration or payment of any dividend or other distribution or
payment in respect of shares of capital stock;

             (b) amendment to the Organizational Documents of any Acquired
Company;

             (c) payment or increase by any Acquired Company of any bonuses,
salaries, or other compensation to any stockholder, director, officer, or
(except in the Ordinary Course of Business) employee or entry into any
employment, severance, or similar Contract with any director, officer, or
employee;

             (d) adoption of, or increase in the payments to or benefits under,
any profit sharing, bonus, deferred compensation, savings, insurance, pension,
retirement, or other employee benefit plan for or with any employees of any
Acquired Company;

             (e) damage to or destruction or loss of any asset or property of
any Acquired Company, whether or not covered by insurance, materially and
adversely affecting the properties, assets, business, financial condition, or
prospects of the Acquired Companies, taken as a whole;

             (f) entry into, termination of, or receipt of notice of termination
of (i) any license, distributorship, dealer, sales representative, joint
venture, credit, or similar agreement, or (ii) any Contract or transaction
involving a total remaining commitment by or to any Acquired Company of at least
$10,000;

             (g) sale (other than sales of inventory in the Ordinary Course of
Business), lease, or other disposition of any asset or property of any Acquired
Company or mortgage, pledge, or imposition of any lien or other encumbrance on
any material asset or property of any Acquired Company, including the sale,
lease, or other disposition of any of the Intellectual Property Assets;

             (h) cancellation or waiver of any claims or rights with a value to
any Acquired Company in excess of $10,000;

             (i) material change in the accounting methods used by any Acquired
Company; or

             (j) agreement, whether oral or written, by any Acquired Company to
do any of the foregoing.

3.14 Contracts; No Defaults

             (a) Part 3.14(a) of the Disclosure Letter contains a complete and
accurate list, and Seller has delivered to Buyer true and complete copies, of:

             (i) each Applicable Contract that involves performance of services
             or delivery of goods or materials by one or more Acquired Companies
             of an amount or value in excess of $10,000;

             (ii) each Applicable Contract that involves performance of services
             or delivery of goods or materials to one or more Acquired Companies
             of an amount or value in excess of $10,000;

             (iii) each Applicable Contract that was not entered into in the
             Ordinary Course of Business and that involves expenditures or
             receipts of one or more Acquired Companies in excess of $10,000;

             (iv) each lease, rental or occupancy agreement, license,
             installment and conditional sale agreement, and other Applicable
             Contract affecting the ownership of, leasing of, title to, use of,
             or any leasehold or other interest in, any real or personal
             property (except personal property leases and installment and
             conditional sales agreements having a value per item or aggregate
             payments of less than $10,000 and with terms of less than one
             year);

             (v) each licensing agreement or other Applicable Contract with
             respect to patents, trademarks, copyrights, or other intellectual
             property, including agreements with current or former employees,
             consultants, or contractors regarding the appropriation or the
             non-disclosure of any of the Intellectual Property Assets;

             (vi) each collective bargaining agreement and other Applicable
             Contract to or with any labor union or other employee
             representative of a group of employees;

             (vii) each joint venture, partnership, and other Applicable
             Contract (however named) involving a sharing of profits, losses,
             costs, or liabilities by any Acquired Company with any other
             Person;

             (viii) each Applicable Contract containing covenants that in any
             way purport to restrict the business activity of any Acquired
             Company or any Affiliate of an Acquired Company or limit the
             freedom of any Acquired Company or any Affiliate of an Acquired
             Company to engage in any line of business or to compete with any
             Person;

             (ix) each Applicable Contract providing for payments to or by any
             Person based on sales, purchases, or profits, other than direct
             payments for goods; (x) each power of attorney that is currently
             effective and outstanding;

             (xi) each Applicable Contract entered into other than in the
             Ordinary Course of Business that contains or provides for an
             express undertaking by any Acquired Company to be responsible for
             consequential damages;

             (xii) each Applicable Contract for capital expenditures in excess
             of $10,000;

             (xiii) each written warranty, guaranty, and or other similar
             undertaking with respect to contractual performance extended by any
             Acquired Company other than in the Ordinary Course of Business; and

             (xiv) each amendment, supplement, and modification (whether oral or
             written) in respect of any of the foregoing.

Part 3.14(a) of the Disclosure Letter sets forth reasonably complete details
concerning such Contracts, including the parties to the Contracts, the amount of
the remaining commitment of the Acquired Companies under the Contracts, and the
Acquired Companies' office where details relating to the Contracts are located.

             (b) Except as set forth in Part 3.14(b) of the Disclosure Letter:

             (i) neither Seller (and no Related Person of either Seller) has or
             may acquire any rights under, and neither Seller has or may become
             subject to any obligation or liability under, any Contract that
             relates to the business of, or any of the assets owned or used by,
             any Acquired Company; and

             (ii) no officer, director, agent, employee, consultant, or
             contractor of any Acquired Company is bound by any Contract that
             purports to limit the ability of such officer, director, agent,
             employee, consultant, or contractor to (A) engage in or continue
             any conduct, activity, or practice relating to the business of any
             Acquired Company, or (B) assign to any Acquired Company or to any
             other Person any rights to any invention, improvement, or
             discovery.

             (c) Except as set forth in Part 3.14(c) of the Disclosure Letter,
each Contract identified or required to be identified in Part 3.14(a) of the
Disclosure Letter is in full force and effect and is valid and enforceable in
accordance with its terms.

             (d) Except as set forth in Part 3.14(d) of the Disclosure Letter:

             (i) each Acquired Company is, and at all times has been, in full
             compliance with all applicable terms and requirements of each
             Contract under which such Acquired Company has or had any
             obligation or liability or by which such Acquired Company or any of
             the assets owned or used by such Acquired Company is or was bound;

             (ii) each other Person that has or had any obligation or liability
             under any Contract under which an Acquired Company has or had any
             rights is, and at all times, has been, in full compliance with all
             applicable terms and requirements of such Contract;

             (iii) no event has occurred or circumstance exists that (with or
             without notice or lapse of time) may contravene, conflict with, or
             result in a violation or breach of, or give any Acquired Company or
             other Person the right to declare a default or exercise any remedy
             under, or to accelerate the maturity or performance of, or to
             cancel, terminate, or modify, any Applicable Contract; and

             (iv) no Acquired Company has given to or received from any other
             Person, at any time, any notice or other communication (whether
             oral or written) regarding any actual, alleged, possible, or
             potential violation or breach of, or default under, any Contract.

             (e) There are no renegotiations of, attempts to renegotiate, or
outstanding rights to renegotiate any material amounts paid or payable to any
Acquired Company under current or completed Contracts with any Person and no
such Person has made written demand for such renegotiation.

             (f) The Contracts relating to the sale, design, manufacture, or
provision of products or services by the Acquired Companies have been entered
into in the Ordinary Course of Business and have been entered into without the
commission of any act alone or in concert with any other Person, or any
consideration having been paid or promised, that is or would be in violation of
any Legal Requirement.

3.15 Insurance

             (a) Seller has delivered to Buyer:

             (i) true and complete copies of all policies of insurance to which
             any Acquired Company is a party or under which any Acquired
             Company, or any director of any Acquired Company, is or has been
             covered at any time preceding the date of this Agreement;

             (ii) true and complete copies of all pending applications for
             policies of insurance; and

             (iii) any statement by the auditor of any Acquired Company's
             financial statements with regard to the adequacy of such entity's
             coverage or of the reserves for claims.

             (b) Part 3.15(b) of the Disclosure Letter describes:

             (i) any self-insurance arrangement by or affecting any Acquired
             Company, including any reserves established thereunder;

             (ii) any contract or arrangement, other than a policy of insurance,
             for the transfer or sharing of any risk by any Acquired Company;
             and (iii) all obligations of the Acquired Companies to third
             parties with respect to insurance (including such obligations under
             leases and service agreements) and identifies the policy under
             which such coverage is provided.

             (c) Part 3.15(c) of the Disclosure Letter sets forth, by year, for
the current policy year and each of the preceding policy years:

             (i) a summary of the loss experience under each policy;

             (ii) a statement describing each claim under an insurance policy
for an amount in excess of $10,000, which sets forth:

                           (A) the name of the claimant;

                           (B) a description of the policy by insurer, type of
                           insurance, and period of coverage; and

                           (C) the amount and a brief description of the claim;
                           and

             (iii) a statement describing the loss experience for all claims
             that were self-insured, including the number and aggregate cost of
             such claims.

             (d) Except as set forth on Part 3.15(d) of the Disclosure Letter:

             (i) All policies to which any Acquired Company is a party or that
             provide coverage to Seller, any Acquired Company, or any director
             or officer of an Acquired Company:

                           (A) are valid, outstanding, and enforceable;

                           (B) are issued by an insurer that is financially
                           sound and reputable;

                           (C) taken together, provide adequate insurance
                           coverage for the assets and the operations of the
                           Acquired Companies for all risks normally insured
                           against by a Person carrying on the same business or
                           businesses as the Acquired Companies;

                           (D) are sufficient for compliance with all Legal
                           Requirements and Contracts to which any Acquired
                           Company is a party or by which any of them is bound;

                           (E) will continue in full force and effect following
                           the consummation of the Contemplated Transactions;
                           and

                           (F) do not provide for any retrospective premium
                           adjustment or other experienced-based liability on
                           the part of any Acquired Company.

             (ii) No Seller or Acquired Company has received (A) any refusal of
             coverage or any notice that a defense will be afforded with
             reservation of rights, or (B) any notice of cancellation or any
             other indication that any insurance policy is no longer in full
             force or effect or will not be renewed or that the issuer of any
             policy is not willing or able to perform its obligations
             thereunder.

             (iii) The Acquired Companies have paid all premiums due, and have
             otherwise performed all of their respective obligations, under each
             policy to which any Acquired Company is a party or that provides
             coverage to any Acquired Company or director thereof.

             (iv) The Acquired Companies have given notice to the insurer of all
claims that may be insured thereby.

3.16 Employees

             (a) Part 3.16 of the Disclosure Letter contains a complete and
accurate list of the following information for each employee or director of the
Acquired Companies, including each employee on leave of absence or layoff
status: employer; name; job title; current compensation paid or payable and any
change in compensation since January 1, 2001; vacation accrued; and service
credited for purposes of vesting and eligibility to participate under any
Acquired Company's pension, retirement, profit-sharing, thrift-savings, deferred
compensation, stock bonus, stock option, cash bonus, employee stock ownership
(including investment credit or payroll stock ownership), severance pay,
insurance, medical, welfare, or vacation plan.

             (b) No employee or director of any Acquired Company is a party to,
or is otherwise bound by, any agreement or arrangement, including any
confidentiality, noncompetition, or proprietary rights agreement, between such
employee or director and any other Person ("Proprietary Rights Agreement") that
in any way adversely affects or will affect (i) the performance of his duties as
an employee or director of the Acquired Companies, or (ii) the ability of any
Acquired Company to conduct its business, including any Proprietary Rights
Agreement with Seller or the Acquired Companies by any such employee or
director. To Seller's Knowledge, no director, officer, or other key employee of
any Acquired Company intends to terminate his employment with such Acquired
Company.

             (c) Part 3.16 of the Disclosure Letter also contains a complete and
accurate list of the following information for each retired employee or director
of the Acquired Companies, or their dependents, receiving benefits or scheduled
to receive benefits in the future: name, pension benefit, pension option
election, retiree medical insurance coverage, retiree life insurance coverage,
and other benefits.

3.17 Labor Relations; Compliance

             No Acquired Company has been or is a party to any collective
bargaining or other labor Contract. There has not been, there is not presently
pending or existing, and to Seller's Knowledge there is not Threatened, (a) any
strike, slowdown, picketing, work stoppage, or employee grievance process, (b)
any Proceeding against or affecting any Acquired Company relating to the alleged
violation of any Legal Requirement pertaining to labor relations or employment
matters, including any charge or complaint filed by an employee or union with
the National Labor Relations Board, the Equal Employment Opportunity Commission,
or any comparable Governmental Body, organizational activity, or other labor or
employment dispute against or affecting any of the Acquired Companies or their
premises, or (c) any application for certification of a collective bargaining
agent. No event has occurred or circumstance exists that could provide the basis
for any work stoppage or other labor dispute. There is no lockout of any
employees by any Acquired Company, and no such action is contemplated by any
Acquired Company. Each Acquired Company has complied in all respects with all
Legal Requirements relating to employment, equal employment opportunity,
nondiscrimination, immigration, wages, hours, benefits, collective bargaining,
the payment of social security and similar taxes, occupational safety and
health, and plant closing. No Acquired Company is liable for the payment of any
compensation, damages, taxes, fines, penalties, or other amounts, however
designated, for failure to comply with any of the foregoing Legal Requirements.

3.18 Intellectual Property

             (a) Intellectual Property Assets--The term "Intellectual Property
Assets" includes:

             (i) the name, all fictional business names, trading names,
             registered and unregistered trademarks, service marks, and
             applications (collectively, "Marks");

             (ii) all patents, patent applications, and inventions and
             discoveries that may be patentable (collectively, "Patents");

             (iii) all copyrights in both published works and unpublished works
             (collectively, "Copyrights");

             (iv) all rights in mask works (collectively, "Rights in Mask
             Works"); and

             (v) all know-how, trade secrets, confidential information, customer
             lists, software, technical information, data, process technology,
             plans, drawings, and blue prints (collectively, "Trade Secrets");
             owned, used, or licensed by any Acquired Company as licensee or
             licensor.

             (b) Agreements - Part 3.18(b) of the Disclosure Letter contains a
complete and accurate list and summary description, including any royalties paid
or received by the Acquired Companies, of all Contracts relating to the
Intellectual Property Assets to which any Acquired Company is a party or by
which any Acquired Company is bound, except for any license implied by the sale
of a product and perpetual, paid-up licenses for commonly available software
programs with a value of less than $1,000 under which an Acquired Company is the
licensee. There are no outstanding and, to Seller's Knowledge, no Threatened
disputes or disagreements with respect to any such agreement.

             (c) Know-How Necessary for the Business

             (i) The Intellectual Property Assets are all those necessary for
             the operation of the Acquired Companies' businesses as they are
             currently conducted or as reflected in the business plan given to
             Buyer. One or more of the Acquired Companies is the owner of all
             right, title, and interest in and to each of the Intellectual
             Property Assets, free and clear of all liens, security interests,
             charges, encumbrances, equities, and other adverse claims, and has
             the right to use without payment to a third party all of the
             Intellectual Property Assets.

             (ii) Except as set forth in Part 3.18(c) of the Disclosure Letter,
             all former and current employees of each Acquired Company have
             executed written Contracts with one or more of the Acquired
             Companies that assign to one or more of the Acquired Companies all
             rights to any inventions, improvements, discoveries, or information
             relating to the business of any Acquired Company. No employee of
             any Acquired Company has entered into any Contract that restricts
             or limits in any way the scope or type of work in which the
             employee may be engaged or requires the employee to transfer,
             assign, or disclose information concerning his work to anyone other
             than one or more of the Acquired Companies.

             (d) Patents

             (i) Part 3.18(d) of the Disclosure Letter contains a complete and
             accurate list and summary description of all Patents. One or more
             of the Acquired Companies is the owner of all right, title, and
             interest in and to each of the Patents, free and clear of all
             liens, security interests, charges, encumbrances, entities, and
             other adverse claims.

             (ii) All of the issued Patents are currently in compliance with
             formal legal requirements (including payment of filing,
             examination, and maintenance fees and proofs of working or use),
             are valid and enforceable, and are not subject to any maintenance
             fees or taxes or actions falling due within ninety days after the
             Closing Date.

             (iii) No Patent has been or is now involved in any interference,
             reissue, reexamination, or opposition proceeding. To Seller's
             Knowledge, there is no potentially interfering patent or patent
             application of any third party.

             (iv) No Patent is infringed or, to Seller's Knowledge, has been
             challenged or threatened in any way. None of the products
             manufactured and sold, nor any process or know-how used, by any
             Acquired Company infringes or is alleged to infringe any patent or
             other proprietary right of any other Person.

             (v) All products made, used, or sold under the Patents have been
marked with the proper patent notice.

             (e) Trademarks

             (i) Part 3.18(e) of Disclosure Letter contains a complete and
             accurate list and summary description of all Marks. One or more of
             the Acquired Companies is the owner of all right, title, and
             interest in and to each of the Marks, free and clear of all liens,
             security interests, charges, encumbrances, equities, and other
             adverse claims.

             (ii) All Marks that have been registered with the United States
             Patent and Trademark Office are currently in compliance with all
             formal legal requirements (including the timely post-registration
             filing of affidavits of use and incontestability and renewal
             applications), are valid and enforceable, and are not subject to
             any maintenance fees or taxes or actions falling due within ninety
             days after the Closing Date.

             (iii) No Mark has been or is now involved in any opposition,
             invalidation, or cancellation and, to Seller's Knowledge, no such
             action is Threatened with the respect to any of the Marks.

             (iv) To Seller's Knowledge, there is no potentially interfering
trademark or trademark application of any third party.

             (v) No Mark is infringed or, to Seller's Knowledge, has been
             challenged or threatened in any way. None of the Marks used by any
             Acquired Company infringes or is alleged to infringe any trade
             name, trademark, or service mark of any third party.

             (vi) All products and materials containing a Mark bear the proper
federal registration notice where permitted by law.

             (f) Copyrights

             (i) Part 3.18(f) of the Disclosure Letter contains a complete and
             accurate list and summary description of all Copyrights. One or
             more of the Acquired Companies is the owner of all right, title,
             and interest in and to each of the Copyrights, free and clear of
             all liens, security interests, charges, encumbrances, equities, and
             other adverse claims.

             (ii) All the Copyrights have been registered and are currently in
             compliance with formal legal requirements, are valid and
             enforceable, and are not subject to any maintenance fees or taxes
             or actions falling due within ninety days after the date of
             Closing.

             (iii) No Copyright is infringed or, to Seller's Knowledge, has been
             challenged or threatened in any way. None of the subject matter of
             any of the Copyrights infringes or is alleged to infringe any
             copyright of any third party or is a derivative work based on the
             work of a third party.

             (iv) All works encompassed by the Copyrights have been marked with
the proper copyright notice.

             (g) Trade Secrets

             (i) With respect to each Trade Secret, the documentation relating
             to such Trade Secret is current, accurate, and sufficient in detail
             and content to identify and explain it and to allow its full and
             proper use without reliance on the knowledge or memory of any
             individual.

             (ii) Seller and the Acquired Companies have taken all reasonable
             precautions to protect the secrecy, confidentiality, and value of
             their Trade Secrets.

             (iii) One or more of the Acquired Companies has good title and an
             absolute (but not necessarily exclusive) right to use the Trade
             Secrets. The Trade Secrets are not part of the public knowledge or
             literature, and, to Seller's Knowledge, have not been used,
             divulged, or appropriated either for the benefit of any Person
             (other than one or more of the Acquired Companies) or to the
             detriment of the Acquired Companies. No Trade Secret is subject to
             any adverse claim or has been challenged or threatened in any way.

3.19 Certain Payments

             No Acquired Company or director, officer, agent, or employee of any
Acquired Company, or any other Person associated with or acting for or on behalf
of any Acquired Company, has directly or indirectly (a) made any contribution,
gift, bribe, rebate, payoff, influence payment, kickback, or other payment to
any Person, private or public, regardless of form, whether in money, property,
or services (i) to obtain favorable treatment in securing business, (ii) to pay
for favorable treatment for business secured, (iii) to obtain special
concessions or for special concessions already obtained, for or in respect of
any Acquired Company or any Affiliate of an Acquired Company, or (iv) in
violation of any Legal Requirement, (b) established or maintained any fund or
asset that has not been recorded in the books and records of the Acquired
Companies.

3.20 Disclosure

             (a) No representation or warranty of Seller in this Agreement and
no statement in the Disclosure Letter omits to state a material fact necessary
to make the statements herein or therein, in light of the circumstances in which
they were made, not misleading.

             (b) No notice given pursuant to Section 5.5 will contain any untrue
statement or omit to state a material fact necessary to make the statements
therein or in this Agreement, in light of the circumstances in which they were
made, not misleading.

             (c) There is no fact known to Seller that has specific application
to Seller or any Acquired Company (other than general economic or industry
conditions) and that materially adversely affects or, as far as Seller can
reasonably foresee, materially threatens, the assets, business, prospects,
financial condition, or results of operations of the Acquired Companies (on a
consolidated basis) that has not been set forth in this Agreement or the
Disclosure Letter.

3.21 Relationships with Related Persons

             No Seller or any Related Person of Seller or of any Acquired
Company has, or since the first day of the next to last completed fiscal year of
the Acquired Companies has had, any interest in any property (whether real,
personal, or mixed and whether tangible or intangible), used in or pertaining to
the Acquired Companies' businesses. No Seller or any Related Person of Seller or
of any Acquired Company is, or since the first day of the next to last completed
fiscal year of the Acquired Companies has owned (of record or as a beneficial
owner) an equity interest or any other financial or profit interest in, a Person
that has (i) had business dealings or a material financial interest in any
transaction with any Acquired Company other than business dealings or
transactions conducted in the Ordinary Course of Business with the Acquired
Companies at substantially prevailing market prices and on substantially
prevailing market terms, or (ii) engaged in competition with any Acquired
Company with respect to any line of the products or services of such Acquired
Company (a "Competing Business") in any market presently served by such Acquired
Company. Except as set forth in Part 3.21 of the Disclosure Letter, no Seller or
any Related Person of Seller or of any Acquired Company is a party to any
Contract with, or has any claim or right against, any Acquired Company.

3.22 Brokers or Finders

             Seller and their agents have incurred no obligation or liability,
contingent or otherwise, for brokerage or finders' fees or agents' commissions
or other similar payment in connection with this Agreement.

                   4. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1 Organization and Good Standing

             Buyer is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Oklahoma but is in the process of
changing its domicile to Nevada.

4.2 Authority; No Conflict

             (a) This Agreement constitutes the legal, valid, and binding
obligation of Buyer, enforceable against Buyer in accordance with its terms.
Upon the execution and delivery by Buyer of the various agreements at Closing
(collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents
will constitute the legal, valid, and binding obligations of Buyer, enforceable
against Buyer in accordance with their respective terms. Buyer has the absolute
and unrestricted right, power, and authority to execute and deliver this
Agreement and the Buyer's Closing Documents and to perform its obligations under
this Agreement and the Buyer's Closing Documents.

             (b) Except as set forth in Schedule 4.2, neither the execution and
delivery of this Agreement nor the consummation or performance of any of the
Contemplated Transactions will give any Person the right to prevent, delay, or
otherwise interfere with any of the Contemplated Transactions pursuant to:
             (i) any provision of Buyer's Organizational Documents;

             (ii) any resolution adopted by the board of directors or the
             stockholders of Buyer;

             (iii) any Legal Requirement or Order to which Buyer may be subject;
             or

             (iv) any Contract to which Buyer is a party or by which Buyer
             may be bound.

Except as set forth in Schedule 4.2, Buyer is not and will not be required to
obtain any Consent from any Person in connection with the execution and delivery
of this Agreement or the consummation or performance of any of the Contemplated
Transactions.

4.3 Investment Intent

             Buyer is acquiring the Shares for its own account and not with a
view to their distribution within the meaning of Section 2(11) of the Securities
Act.

4.4 Certain Proceedings

             There is no pending Proceeding that has been commenced against
Buyer and that challenges, or may have the effect of preventing, delaying,
making illegal, or otherwise interfering with, any of the Contemplated
Transactions. To Buyer's Knowledge, no such Proceeding has been Threatened.

4.5 Brokers or Finders

             Buyer and its officers and agents have incurred no obligation or
liability, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payment in connection with this Agreement and will
indemnify and hold Seller harmless from any such payment alleged to be due by or
through Buyer as a result of the action of Buyer or its officers or agents.

                  5. COVENANTS OF SELLER PRIOR TO CLOSING DATE

5.1 Access and Investigation

             Between the date of this Agreement and the Closing Date, Seller
will, and will cause each Acquired Company and its Representatives to, (a)
afford Buyer and its Representatives and prospective lenders and their
Representatives (collectively, "Buyer's Advisors") full and free access to each
Acquired Company's personnel, properties (including subsurface testing),
contracts, books and records, and other documents and data, (b) furnish Buyer
and Buyer's Advisors with copies of all such contracts, books and records, and
other existing documents and data as Buyer may reasonably request, and (c)
furnish Buyer and Buyer's Advisors with such additional financial, operating,
and other data and information as Buyer may reasonably request.

5.2 Operation of the Businesses of the Acquired Companies
             Between the date of this Agreement and the Closing Date, Seller
will, and will cause each Acquired Company to:

             (a) conduct the business of such Acquired Company only in the
Ordinary Course of Business;

             (b) use his Best Efforts to preserve intact the current business
organization of such Acquired Company, keep available the services of the
current officers, employees, and agents of such Acquired Company, and maintain
the relations and good will with suppliers, customers, landlords, creditors,
employees, agents, and others having business relationships with such Acquired
Company;

             (c) confer with Buyer concerning operational matters of a material
nature; and

             (d) otherwise report periodically to Buyer concerning the status of
the business, operations, and finances of such Acquired Company.

5.3 Negative Covenant

             Except as otherwise expressly permitted by this Agreement, between
the date of this Agreement and the Closing Date, Seller will not, and will cause
each Acquired Company not to, without the prior consent of Buyer, take any
affirmative action, or fail to take any reasonable action within their or its
control, as a result of which any of the changes or events listed in Section
3.13 is likely to occur.

5.4 Required Approvals

             Between the date of this Agreement and the Closing Date, Seller
will, and will cause each Acquired Company to, (a) cooperate with Buyer with
respect to all filings that Buyer elects to make or is required by Legal
Requirements to make in connection with the Contemplated Transactions, and (b)
cooperate with Buyer in obtaining all consents identified in Schedule 4.2.

5.5 Notification

             Between the date of this Agreement and the Closing Date, Seller
will promptly notify Buyer in writing if Seller or any Acquired Company becomes
aware of any fact or condition that causes or constitutes a Breach of any of
Seller's representations and warranties as of the date of this Agreement, or if
Seller or any Acquired Company becomes aware of the occurrence after the date of
this Agreement of any fact or condition that would (except as expressly
contemplated by this Agreement) cause or constitute a Breach of any such
representation or warranty had such representation or warranty been made as of
the time of occurrence or discovery of such fact or condition. Should any such
fact or condition require any change in the Disclosure Letter if the Disclosure
Letter were dated the date of the occurrence or discovery of any such fact or
condition, Seller will promptly deliver to Buyer a supplement to the Disclosure
Letter specifying such change. During the same period, Seller will promptly
notify Buyer of the occurrence of any Breach of any covenant of Seller in this
Section 5 or of the occurrence of any event that may make the satisfaction of
the conditions in Section 7 impossible or unlikely.

5.6 Payment of Indebtedness by Related Persons

             Except as expressly provided in this Agreement, Seller will cause
all indebtedness owed to an Acquired Company by Seller or any Related Person of
Seller to be paid in full prior to Closing.

5.7 No Negotiation

             Until such time, if any, as this Agreement is terminated pursuant
to Section 9, Seller will not, and will cause each Acquired Company and his
Representatives not to, directly or indirectly solicit, initiate, or encourage
any inquiries or proposals from, discuss or negotiate with, provide any
non-public information to, or consider the merits of any unsolicited inquiries
or proposals from, any Person (other than Buyer) relating to any transaction
involving the sale of the business or assets (other than in the Ordinary Course
of Business) of any Acquired Company, or any of the capital stock of any
Acquired Company, or any merger, consolidation, business combination, or similar
transaction involving any Acquired Company.

5.8 Best Efforts

             Between the date of this Agreement and the Closing Date, Seller
will use his Best Efforts to cause the conditions in Sections 7 and 8 to be
satisfied.

                   6. COVENANTS OF BUYER PRIOR TO CLOSING DATE

6.1 Approvals of Governmental Bodies

             As promptly as practicable after the date of this Agreement, Buyer
will, and will cause each of its Related Persons to, make all filings required
by Legal Requirements to be made by them to consummate the Contemplated
Transactions. Between the date of this Agreement and the Closing Date, Buyer
will, and will cause each Related Person to, cooperate with Seller with respect
to all filings that Seller are required by Legal Requirements to make in
connection with the Contemplated Transactions, and (ii) cooperate with Seller in
obtaining all consents identified in Part 3.2 of the Disclosure Letter; provided
that this Agreement will not require Buyer to dispose of or make any change in
any portion of its business or to incur any other burden to obtain a
Governmental Authorization.

6.2 Best Efforts

             Except as set forth in the proviso to Section 6.1, between the date
of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause
the conditions in Sections 7 and 8 to be satisfied.

             7. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

             Buyer's obligation to purchase the Shares and to take the other
actions required to be taken by Buyer at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by Buyer, in whole or in part):

7.1 Accuracy of Representations

             (a) All of Seller's representations and warranties in this
Agreement (considered collectively), and each of these representations and
warranties (considered individually), must have been accurate in all material
respects as of the date of this Agreement, and must be accurate in all material
respects as of the Closing Date as if made on the Closing Date, without giving
effect to any supplement to the Disclosure Letter.

             (b) Each of Seller's representations and warranties in Sections
3.3, 3.4, 3.09, and 3.20 must have been accurate in all respects as of the date
of this Agreement, and must be accurate in all respects as of the Closing Date
as if made on the Closing Date, without giving effect to any supplement to the
Disclosure Letter.

7.2 Seller's Performance

             (a) All of the covenants and obligations that Seller are required
to perform or to comply with pursuant to this Agreement at or prior to the
Closing (considered collectively), and each of these covenants and obligations
(considered individually), must have been duly performed and complied with in
all material respects.

             (b) Each document required to be delivered pursuant to Section 2.4
must have been delivered, and each of the other covenants and obligations in
Sections 5.4 and 5.8 must have been performed and complied with in all respects.

7.3 Consents

             Each of the Consents identified in Part 3.2 of the Disclosure
Letter, and each Consent identified in Schedule 4.2, must have been obtained and
must be in full force and effect.

7.4 Additional Documents

             Each of the following documents must have been delivered to Buyer:

             (a)estoppel certificates executed on behalf of Seller, dated as of
a date not more than two days prior to the Closing Date, each in the form of
Exhibit 7.4(b); and

             (b) such other documents as Buyer may reasonably request for the
purpose of (i) evidencing the accuracy of any of Seller's representations and
warranties, (ii) evidencing the performance by Seller of, or the compliance by
either Seller with, any covenant or obligation required to be performed or
complied with by Seller, (iii) evidencing the satisfaction of any condition
referred to in this Section 7, or (iv) otherwise facilitating the consummation
or performance of any of the Contemplated Transactions.

7.5 No Proceedings

             Since the date of this Agreement, there must not have been
commenced or Threatened against Buyer, or against any Person affiliated with
Buyer, any Proceeding (a) involving any challenge to, or seeking damages or
other relief in connection with, any of the Contemplated Transactions, or (b)
that may have the effect of preventing, delaying, making illegal, or otherwise
interfering with any of the Contemplated Transactions.

7.6 No Claim Regarding Stock Ownership or Sale Proceeds

             There must not have been made or Threatened by any Person any claim
asserting that such Person (a) is the holder or the beneficial owner of, or has
the right to acquire or to obtain beneficial ownership of, any stock of, or any
other voting, equity, or ownership interest in, any of the Acquired Companies,
or (b) is entitled to all or any portion of the Purchase Price payable for the
Shares.

7.7 No Prohibition

             Neither the consummation nor the performance of any of the
Contemplated Transactions will, directly or indirectly (with or without notice
or lapse of time), materially contravene, or conflict with, or result in a
material violation of, or cause Buyer or any Person affiliated with Buyer to
suffer any material adverse consequence under, (a) any applicable Legal
Requirement or Order, or (b) any Legal Requirement or Order that has been
published, introduced, or otherwise proposed by or before any Governmental Body.

7.8 Lease and Contracts in Place

             The Company shall have entered into leases covering the real estate
necessary for its operations, which lease are acceptable to Buyer and Seller.
Further, the Company shall have entered into employment, management and
compensation agreements with _________ and __________, which agreements are
acceptable to Buyer.

             8. CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE

             Seller's obligation to sell the Shares and to take the other
actions required to be taken by Seller at the Closing is subject to the
satisfaction, at or prior to the Closing, of each of the following conditions
(any of which may be waived by Seller, in whole or in part):

8.1 Accuracy of Representations

             All of Buyer's representations and warranties in this Agreement
(considered collectively), and each of these representations and warranties
(considered individually), must have been accurate in all material respects as
of the date of this Agreement and must be accurate in all material respects as
of the Closing Date as if made on the Closing Date. 8.2 Buyer's Performance

             (a) All of the covenants and obligations that Buyer is required to
perform or to comply with pursuant to this Agreement at or prior to the Closing
(considered collectively), and each of these covenants and obligations
(considered individually), must have been performed and complied with in all
material respects.

             (b) Buyer must have delivered each of the documents required to be
delivered by Buyer pursuant to Section 2.4 and must have made the cash payments
required to be made by Buyer pursuant to Sections 2.4(b)(i) and 2.4(b)(ii).

8.3 Consents

             Each of the Consents identified in Part 3.2 of the Disclosure
Letter must have been obtained and must be in full force and effect.

8.4 Additional Documents

             Buyer must have caused the following documents to be delivered to
Seller such documents as Seller may reasonably request for the purpose of (i)
evidencing the accuracy of any representation or warranty of Buyer, (ii)
evidencing the performance by Buyer of, or the compliance by Buyer with, any
covenant or obligation required to be performed or complied with by Buyer, (iii)
evidencing the satisfaction of any condition referred to in this Section 8, or
(iv) otherwise facilitating the consummation of any of the Contemplated
Transactions.

8.5 No Injunction

             There must not be in effect any Legal Requirement or any injunction
or other Order that (a) prohibits the sale of the Shares by Seller to Buyer, and
(b) has been adopted or issued, or has otherwise become effective, since the
date of this Agreement.

8.6 Capitalization

             Buyer shall have amended its Organizational Documents to authorize
sufficient shares to meet the requirements of this Agreement.

                                 9. TERMINATION

9.1 Termination Events

             This Agreement may, by notice given prior to or at the Closing, be
terminated:

             (a) by either Buyer or Seller if a material Breach of any provision
of this Agreement has been committed by the other party and such Breach has not
been waived;

             (b) (i) by Buyer if any of the conditions in Section 7 has not been
satisfied as of the Closing Date or if satisfaction of such a condition is or
becomes impossible (other than through the failure of Buyer to comply with its
obligations under this Agreement) and Buyer has not waived such condition on or
before the Closing Date; or (ii) by Seller, if any of the conditions in Section
8 has not been satisfied of the Closing Date or if satisfaction of such a
condition is or becomes impossible (other than through the failure of Seller to
comply with their obligations under this Agreement) and Seller has not waived
such condition on or before the Closing Date;

             (c) by mutual consent of Buyer and Seller; or

             (d) by either Buyer or Seller if the Closing has not occurred
(other than through the failure of any party seeking to terminate this Agreement
to comply fully with its obligations under this Agreement) on or before June 10,
2001, or such later date as the parties may agree upon.

9.2 Effect of Termination

             Each party's right of termination under Section 9.1 is in addition
to any other rights it may have under this Agreement or otherwise, and the
exercise of a right of termination will not be an election of remedies. If this
Agreement is terminated pursuant to Section 9.1, all further obligations of the
parties under this Agreement will terminate, except that the obligations in
Sections 11.1 and 11.3 will survive; provided, however, that if this Agreement
is terminated by a party because of the Breach of the Agreement by the other
party or because one or more of the conditions to the terminating party's
obligations under this Agreement is not satisfied as a result of the other
party's failure to comply with its obligations under this Agreement, the
terminating party's right to pursue all legal remedies will survive such
termination unimpaired.

                          10. INDEMNIFICATION; REMEDIES

10.1 Survival; Right to Indemnification Not Affected by Knowledge

             All representations, warranties, covenants, and obligations in this
Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, the
certificate delivered pursuant to Section 2.4(a)(v), and any other certificate
or document delivered pursuant to this Agreement will survive the Closing. The
right to indemnification, payment of Damages or other remedy based on such
representations, warranties, covenants, and obligations will not be affected by
any investigation conducted with respect to, or any Knowledge acquired (or
capable of being acquired) at any time, whether before or after the execution
and delivery of this Agreement or the Closing Date, with respect to the accuracy
or inaccuracy of or compliance with, any such representation, warranty,
covenant, or obligation. The waiver of any condition based on the accuracy of
any representation or warranty, or on the performance of or compliance with any
covenant or obligation, will not affect the right to indemnification, payment of
Damages, or other remedy based on such representations, warranties, covenants,
and obligations.

10.2 Indemnification and Payment of Damages by Seller

             Seller will indemnify and hold harmless Buyer, the Acquired
Companies, and their respective Representatives, stockholders, controlling
persons, and affiliates (collectively, the "Indemnified Persons") for, and will
pay to the Indemnified Persons the amount of, any loss, liability, claim, damage
(including incidental and consequential damages), expense (including costs of
investigation and defense and reasonable attorneys' fees) or diminution of
value, whether or not involving a third-party claim (collectively, "Damages"),
arising, directly or indirectly, from or in connection with:

             (a) any Breach of any representation or warranty made by Seller in
this Agreement (without giving effect to any supplement to the Disclosure
Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or any
other certificate or document delivered by Seller pursuant to this Agreement;

             (b) any Breach of any representation or warranty made by Seller in
this Agreement as if such representation or warranty were made on and as of the
Closing Date without giving effect to any supplement to the Disclosure Letter,
other than any such Breach that is disclosed in a supplement to the Disclosure
Letter and is expressly identified in the certificate delivered pursuant to
Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to
be satisfied;

             (c) any Breach by Seller of any covenant or obligation of Seller
in this Agreement;

             (d) any product shipped or manufactured  by, or any services
provided by, any Acquired Company prior to the Closing Date;
or

             (e) any claim by any Person for brokerage or finder's fees or
commissions or similar payments based upon any agreement or understanding
alleged to have been made by any such Person with Seller or any Acquired Company
(or any Person acting on their behalf) in connection with any of the
Contemplated Transactions.

             The remedies provided in this Section 10.2 will not be exclusive of
or limit any other remedies that may be available to Buyer or the other
Indemnified Persons.

10.3 Indemnification and Payment of Damages by Buyer

             Buyer will indemnify and hold harmless Seller, and will pay to
Seller the amount of any Damages arising, directly or indirectly, from or in
connection with (a) any Breach of any representation or warranty made by Buyer
in this Agreement or in any certificate delivered by Buyer pursuant to this
Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in
this Agreement, or (c) any claim by any Person for brokerage or finder's fees or
commissions or similar payments based upon any agreement or understanding
alleged to have been made by such Person with Buyer (or any Person acting on its
behalf) in connection with any of the Contemplated Transactions.

10.4 Time Limitations

             If the Closing occurs, Seller will have no liability (for
indemnification or otherwise) with respect to any representation or warranty, or
covenant or obligation to be performed and complied with prior to the Closing
Date, other than those in Sections 3.3 or 3.09, unless on or before December 31,
2001 Buyer notifies Seller of a claim specifying the factual basis of that claim
in reasonable detail to the extent then known by Buyer; a claim with respect to
Section 3.3 or 3.09, or a claim for indemnification or reimbursement not based
upon any representation or warranty or any covenant or obligation to be
performed and complied with prior to the Closing Date, may be made at any time.
If the Closing occurs, Buyer will have no liability (for indemnification or
otherwise) with respect to any representation or warranty, or covenant or
obligation to be performed and complied with prior to the Closing Date, unless
on or before December 31, 2001 Seller notify Buyer of a claim specifying the
factual basis of that claim in reasonable detail to the extent then known by
Seller.

10.5 Procedure for Indemnification--third Party Claims

             (a) Promptly after receipt by an indemnified party under Section
10.2 or 10.3 of notice of the commencement of any Proceeding against it, such
indemnified party will, if a claim is to be made against an indemnifying party
under such Section, give notice to the indemnifying party of the commencement of
such claim, but the failure to notify the indemnifying party will not relieve
the indemnifying party of any liability that it may have to any indemnified
party, except to the extent that the indemnifying party demonstrates that the
defense of such action is prejudiced by the indemnifying party's failure to give
such notice.

             (b) If any Proceeding referred to in Section 10.5(a) is brought
against an indemnified party and it gives notice to the indemnifying party of
the commencement of such Proceeding, the indemnifying party will, unless the
claim involves Taxes, be entitled to participate in such Proceeding and, to the
extent that it wishes (unless (i) the indemnifying party is also a party to such
Proceeding and the indemnified party determines in good faith that joint
representation would be inappropriate, or (ii) the indemnifying party fails to
provide reasonable assurance to the indemnified party of its financial capacity
to defend such Proceeding and provide indemnification with respect to such
Proceeding), to assume the defense of such Proceeding with counsel satisfactory
to the indemnified party and, after notice from the indemnifying party to the
indemnified party of its election to assume the defense of such Proceeding, the
indemnifying party will not, as long as it diligently conducts such defense, be
liable to the indemnified party under this Section 10 for any fees of other
counsel or any other expenses with respect to the defense of such Proceeding, in
each case subsequently incurred by the indemnified party in connection with the
defense of such Proceeding, other than reasonable costs of investigation. If the
indemnifying party assumes the defense of a Proceeding, (i) it will be
conclusively established for purposes of this Agreement that the claims made in
that Proceeding are within the scope of and subject to indemnification; (ii) no
compromise or settlement of such claims may be effected by the indemnifying
party without the indemnified party's consent unless (A) there is no finding or
admission of any violation of Legal Requirements or any violation of the rights
of any Person and no effect on any other claims that may be made against the
indemnified party, and (B) the sole relief provided is monetary damages that are
paid in full by the indemnifying party; and (iii) the indemnified party will
have no liability with respect to any compromise or settlement of such claims
effected without its consent. If notice is given to an indemnifying party of the
commencement of any Proceeding and the indemnifying party does not, within ten
days after the indemnified party's notice is given, give notice to the
indemnified party of its election to assume the defense of such Proceeding, the
indemnifying party will be bound by any determination made in such Proceeding or
any compromise or settlement effected by the indemnified party.

             (c) Notwithstanding the foregoing, if an indemnified party
determines in good faith that there is a reasonable probability that a
Proceeding may adversely affect it or its affiliates other than as a result of
monetary damages for which it would be entitled to indemnification under this
Agreement, the indemnified party may, by notice to the indemnifying party,
assume the exclusive right to defend, compromise, or settle such Proceeding, but
the indemnifying party will not be bound by any determination of a Proceeding so
defended or any compromise or settlement effected without its consent (which may
not be unreasonably withheld).

             (d) Seller hereby consents to the non-exclusive jurisdiction of any
court in which a Proceeding is brought against any Indemnified Person for
purposes of any claim that an Indemnified Person may have under this Agreement
with respect to such Proceeding or the matters alleged therein, and agree that
process may be served on Seller with respect to such a claim anywhere in the
world.

10.6 Procedure for Indemnification--other Claims

             A claim for indemnification for any matter not involving a
third-party claim may be asserted by notice to the party from whom
indemnification is sought.

                             11. GENERAL PROVISIONS

11.1 Expenses

             Except as otherwise expressly provided in this Agreement, each
party to this Agreement will bear its respective expenses incurred in connection
with the preparation, execution, and performance of this Agreement and the
Contemplated Transactions, including all fees and expenses of agents,
representatives, counsel, and accountants. Seller will cause the Acquired
Companies not to incur any out-of-pocket expenses in connection with this
Agreement. In the event of termination of this Agreement, the obligation of each
party to pay its own expenses will be subject to any rights of such party
arising from a breach of this Agreement by another party.

11.2 Public Announcements

             Any public announcement or similar publicity with respect to this
Agreement or the Contemplated Transactions will be issued, if at all, at such
time and in such manner as Buyer determines. Unless consented to by Buyer in
advance or required by Legal Requirements, prior to the Closing Seller shall,
and shall cause the Acquired Companies to, keep this Agreement strictly
confidential and may not make any disclosure of this Agreement to any Person.
Seller and Buyer will consult with each other concerning the means by which the
Acquired Companies' employees, customers, and suppliers and others having
dealings with the Acquired Companies will be informed of the Contemplated
Transactions, and Buyer will have the right to be present for any such
communication.

11.3 Confidentiality

             Between the date of this Agreement and the Closing Date, Buyer and
Seller will maintain in confidence, and will cause the directors, officers,
employees, agents, and advisors of Buyer and the Acquired Companies to maintain
in confidence, any written, oral, or other information obtained in confidence
from another party or an Acquired Company in connection with this Agreement or
the Contemplated Transactions, unless (a) such information is already known to
such party or to others not bound by a duty of confidentiality or such
information becomes publicly available through no fault of such party, (b) the
use of such information is necessary or appropriate in making any filing or
obtaining any consent or approval required for the consummation of the
Contemplated Transactions, or (c) the furnishing or use of such information is
required by legal proceedings.

             If the Contemplated Transactions are not consummated, each party
will return or destroy as much of such written information as the other party
may reasonably request.

11.4 Notices

             All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by telecopier
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and telecopier
numbers as a party may designate by notice to the other parties.

11.5 Jurisdiction; Service of Process

             Any action or proceeding seeking to enforce any provision of, or
based on any right arising out of, this Agreement may be brought against any of
the parties in the courts of the State of Nevada, in the Capital City, Carson
City, or, if it has or can acquire jurisdiction, in the United States District
Court for the District of Nevada, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any party anywhere in the world.

11.6 Further Assurances

             The parties agree (a) to furnish upon request to each other such
further information, (b) to execute and deliver to each other such other
documents, and (c) to do such other acts and things, all as the other party may
reasonably request for the purpose of carrying out the intent of this Agreement
and the documents referred to in this Agreement.

11.7 Waiver

             The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power, or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or privilege. To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents referred to in this Agreement can be discharged
by one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other party; (b) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given; and (c) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party giving such
notice or demand to take further action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.

11.8 Entire Agreement and Modification

             This Agreement supersedes all prior agreements between the parties
with respect to its subject matter and constitutes (along with the documents
referred to in this Agreement) a complete and exclusive statement of the terms
of the agreement between the parties with respect to its subject matter. This
Agreement may not be amended except by a written agreement executed by the party
to be charged with the amendment.

11.9 Disclosure Letter

             (a) The disclosures in the Disclosure Letter, and those in any
Supplement thereto, must relate only to the representations and warranties in
the Section of the Agreement to which they expressly relate and not to any other
representation or warranty in this Agreement.

             (b) In the event of any inconsistency between the statements in the
body of this Agreement and those in the Disclosure Letter (other than an
exception expressly set forth as such in the Disclosure Letter with respect to a
specifically identified representation or warranty), the statements in the body
of this Agreement will control.

11.10 Assignments, Successors, and No Third-party Rights

             Neither party may assign any of its rights under this Agreement
without the prior consent of the other parties, which will not be unreasonably
withheld, except that Buyer may assign any of its rights under this Agreement to
any Subsidiary of Buyer. Subject to the preceding sentence, this Agreement will
apply to, be binding in all respects upon, and inure to the benefit of the
successors and permitted assigns of the parties. Nothing expressed or referred
to in this Agreement will be construed to give any Person other than the parties
to this Agreement any legal or equitable right, remedy, or claim under or with
respect to this Agreement or any provision of this Agreement. This Agreement and
all of its provisions and conditions are for the sole and exclusive benefit of
the parties to this Agreement and their successors and assigns.

11.11 Severability

             If any provision of this Agreement is held invalid or unenforceable
by any court of competent jurisdiction, the other provisions of this Agreement
will remain in full force and effect. Any provision of this Agreement held
invalid or unenforceable only in part or degree will remain in full force and
effect to the extent not held invalid or unenforceable.

11.12 Section Headings, Construction

             The headings of Sections in this Agreement are provided for
convenience only and will not affect its construction or interpretation. All
references to "Section" or "Sections" refer to the corresponding Section or
Sections of this Agreement. All words used in this Agreement will be construed
to be of such gender or number as the circumstances require. Unless otherwise
expressly provided, the word "including" does not limit the preceding words or
terms.

11.13 Time of Essence

             With regard to all dates and time periods set forth or referred to
in this Agreement, time is of the essence.

11.14 Governing Law

             This Agreement will be governed by the laws of the State of Nevada
without regard to conflicts of laws principles.

11.15 Counterparts

             This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.

             IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.

Buyer:                                                 Seller:

Cala Corporation
By: /s/ Giuseppe Cala                               /s/ Giuliano Mancini
---------------------                               --------------------
        Giuseppe Cala, President                        Giuliano Mancini

                                                    /s/ Gisella Mancini
                                                    -------------------
                                                        Gisella Mancini