ASSET PURCHASE AND SALE AGREEMENT

         THIS ASSET PURCHASE AND SALE AGREEMENT  (this  "Agreement") is made and
entered  into as of the 8 day of  December,  1999,  by and between  Kavouras,
Inc.,  a Minnesota  corporation  ("Seller"),  and Radtec  Engineering,  Inc.,  a
Colorado corporation ("Buyer").

                                    RECITALS:

         A. Seller is engaged in the business (the "Business") of manufacturing,
marketing,  selling,  installing  and servicing a line of Klystron and TWT-based
Doppler  weather  radar  systems  known as the Triton  Doppler Radar Series (the
"Meteorological  Equipment")  which is  marketed  to users  including  broadcast
television, aviation, universities, governments and militaries.

         B. Seller  desires to sell certain of the fixed  assets,  inventory and
intellectual property used in the conduct of the Business,  and Buyer desires to
acquire such assets.

         In  consideration  of the mutual  covenants  and  agreements  set forth
herein,  and  for  other  good  and  valuable   consideration  the  receipt  and
sufficiency of which are hereby acknowledged,  Seller and Buyer, intending to be
legally bound, agree as follows:

         1. Purchase and Sale. Buyer agrees to purchase from Seller,  and Seller
agrees to sell to Buyer,  all right,  title and interest in and to the following
property and assets of Seller (collectively the "Assets"):

         (a)      All of Seller's  machinery  and  equipment,  supplies,  tools,
                  promotional  materials and other  tangible  personal  property
                  (other  than  inventory)  used  solely in the  conduct  of the
                  Business,  the principal items of which are listed on Schedule
                  1(a) attached hereto;

         (b)      All of  Seller's  right,  title  and  interest  in  the  SCAMP
                  software  programs and applications and related  documentation
                  (the "SCAMP  Software")  which represents all of the principal
                  items of  software  included in the  Meteorological  Equipment
                  (other  than the Storm Pro  Software  referred  to in  Section
                  13(a) and those software programs owned by third parties);

         (c)      Those   items   of   Seller's   raw    materials    inventory,
                  work-in-process  inventory,  and finished  goods  inventory of
                  Meteorological  Equipment  listed on  Schedule  1(c)  attached
                  hereto,  which  excludes  inventory  items  for the KABC  (Los
                  Angeles) and KMA (Korea) projects;

         (d)      All  right,  title  and  interest  in and  to  the  registered
                  trademark TRITON DOPPLER RADAR (the "Trademark"), but, without
                  limitation,  excluding the other  registered and  unregistered
                  trademarks of Seller  including,  but not limited to,  Triton,
                  Triton X, Triton Art Paint, Triton i7, and Triton RT;

                                       1
                                     -160-
<PAGE>

         (e)      All assignable or conveyable  rights of Seller under contracts
                  or agreements  with sales agents,  written or oral,  listed on
                  Schedule 1(e);

         (f)      All assignable or conveyable licenses,  permits,  approvals or
                  qualifications  issued or to be issued to Seller with  respect
                  to  the   Business  by  any   government   or  any  agency  or
                  instrumentality thereof, listed on Schedule 1(f);

         (g)      All of  Seller's  intellectual  information,  files,  records,
                  data,  plans,  and recorded  knowledge  related  solely to the
                  Meteorological   Equipment,   including  maintenance  manuals,
                  electronic schematics, mechanical drawings, assembly drawings,
                  test data, customer and supplier lists, and similar or related
                  data; and

         (h)      All of Seller's  goodwill  pertaining to or arising out of the
                  Business.

Without  limitation,  the Assets  shall not include (i)  Seller's  cash and cash
equivalents,  accounts receivable, notes receivable,  credits, prepaid expenses,
deferred charges,  securities,  contracts and contract rights, causes of action,
furniture,  trade  fixtures,  motor  vehicles,  and real  property and fixtures,
whether  or not  derived  from or used in  connection  with the  Business,  (ii)
Seller's assets used exclusively in its numerous other businesses other than the
Business, (iii) Seller's assets used jointly by the Business and any of Seller's
other  businesses,  except to the  extent  specifically  identified  above or in
Schedules 1 or 2 attached hereto,  (iv) any records not relating to the Business
and all corporate,  accounting and tax records relating to the Business, and (v)
refunds for taxes,  insurance premiums,  insurance policies and employee benefit
plans.

         2. Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as
the entire  aggregate  purchase price for the Assets of Seller being acquired by
Buyer  pursuant  to Section  1, the sum of Eight  Hundred  Sixty  Four  Thousand
Dollars ($864,000) (hereinafter referred to as the "Purchase Price"). Sixty Four
Thousand  Dollars  ($64,000)  of the  Purchase  Price  shall be paid by Buyer to
Seller on the Closing. The balance of the Purchase Price shall be paid to Seller
by delivery to Seller at Closing of Buyer's promissory note in the form attached
hereto as  Exhibit A (the  "Promissory  Note").  The  Promissory  Note  shall be
co-signed by Dennis  Treddenick and Larry G. Davis.  The Purchase Price shall be
allocated  among the Assets as  described  in  Schedule 2. Seller and Buyer each
agree that they will not take a position  on any income tax  return,  before any
governmental  agency  charged with the  collection  of any income tax, or in any
judicial proceeding which is in any way inconsistent with such allocation.

         3. Assumption of Liabilities. Buyer shall assume, agree to perform, and
discharge  when due those  obligations of Seller with respect to the period from
and after the Closing  Date (i) to provide the warranty  services and  materials
under the customer  contracts  listed on Schedule 3(i), (ii) to supply parts and
repair services under the customer contracts listed on Schedule 3(ii), and (iii)
under  sales  agency  contracts,  written  or  oral,  listed  on  Schedule  1(e)
(collectively the "Assumed  Liabilities");  provided,  however, the provision of
such warranty services and materials under each contract  identified in Schedule
3(i) shall not begin until after the  applicable  Meteorological  Equipment  has
been installed and accepted by the customer. Buyer shall be compensated for such
warranty  services and materials as provided in Section 13(e).  Seller and Buyer
agree that, other than the Assumed  Liabilities,  Buyer does not agree to assume

                                       2
                                     -161-
<PAGE>

and  shall  have  no  responsibility  for  any  of  the  debts,  obligations  or
liabilities  of Seller (the "Excluded  Liabilities"),  all of which shall remain
the sole  responsibility  of and shall be paid and  discharged by Seller as they
become due. The  Excluded  Liabilities  include  without  limitation  all of the
following:

         (a)      Any tax liability or tax obligation of Seller,  its directors,
                  officers,  shareholders  and  agents  which has been or may be
                  asserted  by  any  taxing  authority,   other  than  any  such
                  liability or obligation  arising out of or in connection  with
                  transfer of the Assets as contemplated by this Agreement.

         (b)      Any   liability  or  obligation  of  Seller  or  any  contract
                  obligation  of Seller  (other  than the  Assumed  Liabilities)
                  whether  incurred  prior to, at or  subsequent  to the Closing
                  Date, arising out of Seller's operation of the Business.

         (c)      Any  liability or  obligation  arising out of any  litigation,
                  suit, proceeding, action, claim or investigation, at law or in
                  equity or in arbitration, related to Seller's operation of the
                  Business prior to the Closing Date.

         (d)      Any  claim,   liability  or  obligation,   known  or  unknown,
                  contingent  or  otherwise,  the existence of which is a breach
                  of, or  inconsistent  with,  any  representation,  warranty or
                  covenant of Seller set forth in this Agreement.

         (e)      Any  liability  or  obligation  specifically  stated  in  this
                  Agreement  or the  Schedules  hereto as not to be  assumed  by
                  Buyer.

         4.  Transfer and  Assumption  Documents.  Seller shall sell,  transfer,
assign, convey, and deliver to Buyer at the Closing the Assets by (i) a warranty
bill of sale and assignment in the form of Exhibit B hereto,  (ii) an Assignment
of Trademark for  submission  to the Patent and Trademark  Office in the form of
Exhibit C hereto to  transfer  the  Trademark,  and (iii)  such  other  good and
sufficient instruments of sale, assignment,  conveyance and transfer as shall be
required to effectively vest in Buyer all of Seller's right, title, and interest
in and to the  Assets,  free and  clear  of all  liens,  encumbrances,  security
interests,  actions, claims and equities of any kind whatsoever. At the Closing,
Buyer  shall  execute  and deliver to Seller  such  instruments  of  assumption,
satisfactory in form and substance to Seller,  as shall be reasonably  necessary
to  evidence  Buyer's  assumption  of the  Assumed  Liabilities.  Buyer shall be
entitled to possession of the Assets upon the Closing and Buyer shall have until
February 28, 2000 to remove the Assets from Seller's  premises.  Buyer shall, at
its expense, remove the pedestal,  antenna and radome from the tower attached to
the roof of Seller's building,  and Seller shall be responsible for the disposal
of the tower and all repair to the  building not  negligently  caused by Buyer's
removal  of the  pedestal,  antenna  and  radome.  From  time to time  after the
Closing, at Buyer's request and without further consideration,  Seller agrees to
execute and deliver such other  instruments  of conveyance and transfer and take
such other action as Buyer  reasonably  may require more  effectively to convey,
transfer  to and vest in Buyer,  and to put Buyer in  possession  of, any of the
Assets.  From time to time after the  Closing,  at Seller's  request and without
further   consideration,   Buyer  agrees  to  execute  and  deliver  such  other
instruments  of assumption  and take such other action as Seller  reasonably may
require  to  more  effectively   evidence  Buyer's  assumption  of  the  Assumed
Liabilities.

                                       3
                                     -162-
<PAGE>

         5. Closing. Subject to the termination of this Agreement as provided in
Section 10, the closing of the transactions  provided for in this Agreement (the
"Closing")  shall take place at the offices of Seller in Burnsville,  Minnesota,
at 10:00 a.m. on December 31, 1999 (the  "Closing  Date"),  or such other place,
time  and  date  as the  parties  may  agree.  Time  is of the  essence  of this
Agreement.

         6. Obligations to Employees.  Without the consent of Seller, Buyer will
not  communicate  with  Seller's  employees  of the  Business  in respect of the
transactions contemplated hereby. Seller agrees that it shall be responsible for
any  obligations  to any of its employees  which  heretofore  may have arisen or
hereafter  may arise by  reason  of any  services  rendered  by such  employees,
including  but not  limited  to  salaries,  bonuses,  vacation  pay,  retirement
benefits, and other fringe benefits; and Seller hereby agrees to pay all of such
obligations directly to the employees involved when due.

         7.   Representations   and  Warranties  of  Seller.   Seller  warrants,
represents and covenants to and with Buyer as follows:

         (a)      Seller is a corporation  duly organized,  validly existing and
                  in good  standing  under the laws of the  State of  Minnesota.
                  Seller  possesses all requisite  corporate power and authority
                  to own,  operate  and  lease its  properties  and carry on its
                  business,   and  to  execute  and  deliver,  and  perform  its
                  obligations under, this Agreement.

         (b)      The execution and delivery of this  Agreement and  performance
                  by Seller of its obligations  hereunder,  and all transactions
                  contemplated  hereby, have been duly and validly authorized by
                  all necessary  corporate action.  This Agreement has been, and
                  the other agreements and documents required to be delivered by
                  Seller in accordance with the provisions hereof (the "Seller's
                  Documents")  will be, duly executed and delivered on behalf of
                  Seller  by  duly  authorized  officers  of  Seller;  and  this
                  Agreement  constitutes,  and Seller's  Documents when executed
                  and  delivered   will   constitute,   the  valid  and  binding
                  obligations of Seller,  enforceable  in accordance  with their
                  respective  terms,  except as  enforcement  may be  limited by
                  applicable bankruptcy,  insolvency,  reorganization or similar
                  laws from time to time in effect affecting  creditor's  rights
                  generally  and  by  legal  and  equitable  limitations  on the
                  availability of specific remedies.

         (c)      Neither the execution and delivery by Seller of this Agreement
                  and the Seller's Documents,  nor the consummation by Seller of
                  the transactions  contemplated hereby and thereby,  will, with
                  or without  the giving of notice or passage of time,  or both,
                  be contrary to or violate,  breach,  or  constitute  a default
                  under,  or permit the  termination or acceleration of maturity
                  of,  or  result  in the  imposition  of  any  lien,  claim  or
                  encumbrance on any property or asset of Seller pursuant to any
                  provision of, any note,  bond,  indenture,  mortgage,  deed of

                                       4
                                     -163-
<PAGE>

                  trust,  evidence of  indebtedness  or lease  agreement,  other
                  agreement or instrument or any judgment,  order, injunction or
                  decree by which  Seller is bound,  to which Seller is a party,
                  or to which  the  assets  of Seller  are  subject;  nor is the
                  effectiveness  or  enforceability  of this  Agreement  or such
                  other  documents  adversely  affected by any  provision of the
                  certificate of incorporation or bylaws of Seller.

         (d)      Except as otherwise  set forth  herein,  no  authorization  or
                  approval  of,  or  filing  with,  any   governmental   agency,
                  authority  or other body or any other  third  persons  will be
                  required in connection with Seller's execution and delivery of
                  this Agreement and Seller's  Documents or its  consummation of
                  the transactions contemplated hereby and thereby.

         (e)      Seller  is the  sole  and  lawful  owner  of and has  good and
                  marketable  title to all of the Assets,  free and clear of any
                  liens, encumbrances,  security interests, actions, claims, and
                  equities  of any  kind  whatsoever,  except  for the  security
                  interest  granted to First National Bank of Omaha as agent for
                  a group of lenders,  which security  interest will be released
                  prior to Closing.

         (f)      That  there  are no  suits,  arbitrations  or  other  legal or
                  governmental  proceedings pending or threatened against Seller
                  which might conceivably affect the title to the Assets.

         (g)      Except for Seller's other  trademarks of or including the word
                  "Triton" and Seller's  right to continue use of such marks and
                  any new variations thereof,  to Seller's  knowledge,  no other
                  person has an  interest  in or right or license to use, or the
                  right to  license  others to use the  Trademark.  There are no
                  claims or demands of any other person  pertaining  thereto and
                  no proceedings have been instituted or, to Seller's knowledge,
                  are pending or threatened,  which challenge Seller's rights in
                  respect of the Trademark.  The Trademark is not subject to any
                  outstanding order, decree,  judgment or stipulation or, to the
                  knowledge of Seller, is being infringed by others.

         (h)      Seller has  delivered  to Buyer  true,  correct  and  complete
                  copies of all written  contracts with WPTV,  KABC,  WHO, WRDW,
                  KMA and Haikou Airport.

         (i)      Except as otherwise expressly set forth in this Agreement, the
                  Assets  shall be  conveyed  to Buyer on an  "as-is,  where-is"
                  basis without any  representations  or warranties of any kind,
                  express or implied,  either oral or written, made by Seller or
                  any agent or  representative  of Seller  with  respect  to the
                  physical or structural condition or sufficiency or adequacy of
                  the Assets.  Except as otherwise  expressly  set forth in this
                  Agreement,  Seller has made and hereby  makes no  warranty  or
                  representation  whatsoever  and hereby  disclaims  any implied
                  warranty regarding the fitness for particular purpose, quality
                  or merchantability of the Assets or any portion thereof.

                                       5
                                     -164-
<PAGE>

         8. Representations and Warranties of Buyer. Buyer warrants,  represents
and covenants to and with Seller as follows:

         (a)      Buyer is a corporation duly organized, validly existing and in
                  good standing  under the laws of the State of Colorado.  Buyer
                  possesses all requisite  corporate power and authority to own,
                  operate and lease its  properties  and carry on its  business,
                  and to execute and deliver, and perform its obligations under,
                  this Agreement.

         (b)      The execution and delivery of this  Agreement and  performance
                  by Buyer of its obligations  hereunder,  and all  transactions
                  contemplated  hereby, have been duly and validly authorized by
                  all necessary  corporate action.  This Agreement has been, and
                  the other agreements and documents required to be delivered by
                  Buyer in accordance  with the provisions  hereof (the "Buyer's
                  Documents")  will be, duly executed and delivered on behalf of
                  Buyer by duly authorized officers of Buyer; and this Agreement
                  constitutes, and Buyer's Documents when executed and delivered
                  will constitute,  the valid and binding  obligations of Buyer,
                  enforceable in accordance with their respective terms,  except
                  as  enforcement  may  be  limited  by  applicable  bankruptcy,
                  insolvency,  reorganization  or similar laws from time to time
                  in effect affecting  creditor's  rights generally and by legal
                  and  equitable  limitations  on the  availability  of specific
                  remedies.

         (c)      Neither the execution and delivery by Buyer of this  Agreement
                  and the Buyer's  Documents,  nor the  consummation by Buyer of
                  the transactions  contemplated hereby and thereby,  will, with
                  or without  the giving of notice or passage of time,  or both,
                  be contrary to or violate,  breach,  or  constitute  a default
                  under,  or permit the  termination or acceleration of maturity
                  of,  or  result  in the  imposition  of  any  lien,  claim  or
                  encumbrance  on any property or asset of Buyer pursuant to any
                  provision of, any note,  bond,  indenture,  mortgage,  deed of
                  trust,  evidence of  indebtedness  or lease  agreement,  other
                  agreement or instrument or any judgment,  order, injunction or
                  decree by which Buyer is bound,  to which Buyer is a party, or
                  to which the assets of Buyer are subject  (including,  without
                  limitation,  Buyer's contract with Baron Services,  Inc.); nor
                  is the  effectiveness or  enforceability  of this Agreement or
                  such other  documents  adversely  affected by any provision of
                  the certificate of incorporation or bylaws of Buyer.

         (d)      Except as otherwise  set forth  herein,  no  authorization  or
                  approval  of,  or  filing  with,  any   governmental   agency,
                  authority  or other body or any other  third  persons  will be
                  required in connection with Buyer's  execution and delivery of
                  this Agreement and Buyer's  Documents or its  consummation  of
                  the transactions contemplated hereby and thereby.

         (e)      Buyer has conducted or has had the  opportunity to conduct and
                  will  conduct  its own  inspection  and  investigation  of the
                  Assets and,  except as otherwise  expressly  set forth in this
                  Agreement,  is purchasing  the Assets on an "as-is,  where-is"
                  basis with no  warranties  of any kind,  express  or  implied,

                                       6
                                     -165-
<PAGE>

                  either  oral  or  written,  made by  Seller  or any  agent  or
                  representative  of Seller  with  respect  to the  physical  or
                  structural condition or sufficiency or adequacy of the Assets.

         9. Indemnification By Seller. Seller agrees to indemnify Buyer and hold
Buyer harmless from and against any and all liability, loss, litigation, expense
or claim  (including  reasonable  attorney  fees) to the extent  arising out of,
resulting from, or caused by:

         (a)      Any  breach  of  any  representation,  warranty,  covenant  or
                  agreement  made by Seller in this  Agreement  or the  Seller's
                  Documents or in connection with the transactions  contemplated
                  herein or therein;

         (b)      The ownership or operation of the Assets or the Business prior
                  to the  Closing  Date  (except to the extent  included  in the
                  Assumed Liabilities); and

         (c)      The Excluded Liabilities.

Notwithstanding any provision to the contrary contained in this Agreement, in no
event shall Seller's total cumulative liability to Buyer, if any, for all claims
of any kind resulting from Seller's breach of its representations, warranties or
covenants  contained in this  Agreement,  including  but not limited to Seller's
indemnification  obligations hereunder, or otherwise arising from or relating to
the subject matter of this Agreement, exceed the amount of the Purchase Price.

         10. Indemnification By Buyer. Buyer agrees to indemnify Seller and hold
Seller  harmless  from and  against  any and all  liability,  loss,  litigation,
expense or claim (including  reasonable attorney fees) to the extent arising out
of, resulting from, or caused by:

         (a)      Any  breach  of  any  representation,  warranty,  covenant  or
                  agreement  made by  Buyer  in this  Agreement  or the  Buyer's
                  Documents or in connection with the transactions  contemplated
                  herein or therein;

         (b)      The Assumed Liabilities; and

         (c)      Any sales,  transfer or similar tax imposed  upon the transfer
                  of the Assets to Buyer pursuant to this Agreement.

         11.  Conditions to Buyer's  Obligations at Closing.  The obligations of
Buyer  to  purchase  the  Assets   hereunder  and  consummate  the  transactions
contemplated  hereby are conditioned on the satisfaction,  unless waived, of the
following conditions at the Closing:

         (a)      The representations and warranties made by Seller in Section 7
                  shall be true and correct in all  material  respects as of the
                  Closing   Date  and  Seller   shall   execute  and  deliver  a
                  certificate to such effect to Buyer at Closing.

         (b)      Buyer shall have  determined in its sole  discretion  that the
                  Assets being transferred to Buyer hereunder are free and clear
                  of any liens, claims, encumbrances, charges and the like.

                                       7
                                     -166-
<PAGE>

         (c)      Seller  shall  have in all  material  respects  performed  and
                  complied with all of its agreements and obligations  hereunder
                  which are to be performed or complied  with prior to or on the
                  Closing Date.

         12. Conditions to Seller's  Obligations at Closing.  The obligations of
Seller to sell the Assets hereunder and consummate the transactions contemplated
hereby are  conditioned on the  satisfaction,  unless  waived,  of the following
conditions at the Closing:

         (a)      The  representations and warranties made by Buyer in Section 8
                  shall be true and correct in all  material  respects as of the
                  Closing Date and Buyer shall execute and deliver a certificate
                  to such effect to Seller at Closing.

         (b)      Buyer  shall  have  in all  material  respects  performed  and
                  complied with all of its agreements and obligations  hereunder
                  which are to be performed or complied  with prior to or on the
                  Closing Date,  and Dennis  Treddenick and Larry G. Davis shall
                  have executed the Promissory Note at Closing.

         (c)      Seller  shall  have  received  the  written  approval  of this
                  Agreement  and the  transactions  contemplated  hereby  by its
                  lenders  and the  release or  termination  by such  lenders of
                  their security interests in the Assets.

         13.      Related Agreements and Post-Closing Matters.


         (a)      At the  Closing,  Buyer and  Seller  shall  each  execute  and
                  deliver  to each  other  the  License  Agreement  in the  form
                  attached  hereto as Exhibit D,  pertaining  to the  license by
                  Seller to Buyer of the Storm Pro software.

         (b)      At the  Closing,  Buyer and  Seller  shall  each  execute  and
                  deliver to each other the  Subcontract  Agreement  in the form
                  attached hereto as Exhibit E, pertaining to the services to be
                  performed  by Buyer under  Seller's  contract  with the Supply
                  Administration of the Republic of Korea.

         (c)      For a period of two weeks  following the Closing Date,  Seller
                  shall provide at its office in Burnsville, Minnesota, informal
                  training  with  respect to the  Meteorological  Equipment  for
                  representatives  of Buyer.  Such training shall consist of one
                  week of training  regarding the Klystron Doppler weather radar
                  systems  and one  week of  training  regarding  the  TWT-based
                  Doppler weather radar systems. Such training will cover system
                  operations,   documentation   review,  test  procedures,   and
                  assembly procedures. Buyer will select its representatives for
                  training  (which  number  shall  not  exceed  10) and  will be
                  responsible  for the costs of their travel,  lodging and meals
                  while attending the training.

         (d)      For a period of fifteen (15) years following the Closing Date,
                  Buyer  agrees to provide  professional  customer  service  and
                  support for the Meteorological  Equipment sold by Seller prior
                  to the Closing Date using a skilled  staff fully  qualified to
                  perform their  respective  duties.  During such period,  Buyer
                  shall maintain an inventory of spare parts or equivalents  for
                  the Meteorological Equipment in the manner similar to which it
                  maintains an  inventory of spare parts for its existing  lines

                                       8
                                     -167-
<PAGE>

                  of  weather  radar  systems.  Buyer  agrees to charge for such
                  spare  parts the net invoice  cost of such parts plus  Buyer's
                  then current  mark-up and  international  fees, if applicable.
                  Buyer agrees to charge its then  current  labor rates for such
                  customer  service.  Promptly  after the  Closing,  Buyer shall
                  contact  each of such  customers  directly and furnish to them
                  the addresses,  phone numbers and related  information  needed
                  for such customers to contact Buyer directly for such customer
                  service.

         (e)      As set forth in Section 3, Buyer will  provide  from and after
                  the Closing Date the warranty  services  (labor and materials)
                  pursuant to the customer contracts listed on Schedule 3(i) and
                  for  the  respective  warranty  periods  set  forth  for  such
                  contracts on Schedule 3(i). At the Closing,  Buyer, Seller and
                  an escrow  agent  mutually  agreeable to Buyer and Seller (the
                  "Escrow Agent") shall execute and deliver the Escrow Agreement
                  in  the  form  attached  hereto  as  Exhibit  F  (the  "Escrow
                  Agreement").  At the Closing, Seller shall pay $185,000 to the
                  Escrow Agent  representing the contributions for the contracts
                  (other than the contract with the Supply Administration of the
                  Republic of Korea; the "Korean  Contract")  listed on Schedule
                  3(i). With respect to the Korean  Contract,  (i) if a 5650 MHz
                  system is to be  installed,  then Seller shall pay $200,000 to
                  the Escrow  Agent upon  receipt of the  payment  due to Seller
                  upon final  acceptance  of the goods under such  contract  and
                  (ii)  if a  5300  MHz  system  is to  be  installed,  then  no
                  additional  funds are to be paid to the  Escrow  Agent for the
                  Korean Contract. During the respective warranty periods, Buyer
                  shall submit  applications to Seller for  reimbursement of its
                  actual  direct  costs  incurred  in  providing  such  warranty
                  services  and  Seller  shall  authorize  the  Escrow  Agent to
                  release funds in payment of such  applications;  except in the
                  event a 5300 MHz  system is to be  installed  pursuant  to the
                  Korean  Contract,   in  which  case  Buyer  will  not  receive
                  reimbursement  for warranty  services in  connection  with the
                  Korean  Contract,  but will  instead be  compensated  entirely
                  pursuant  to the  Subcontract  Agreement  attached  hereto  as
                  Exhibit  E. With  respect  to the labor  provided  by Buyer to
                  perform such warranty services, the direct costs thereof shall
                  consist of the actual time spent by the  employees of Buyer at
                  the  standard  hourly  wages paid to such  employees by Buyer,
                  without  inclusion  of fringe  benefits  or other  indirect or
                  overhead  costs  incurred  by  Buyer.   With  respect  to  the
                  materials provided by Buyer to perform such warranty services,
                  the direct costs  thereof shall be the actual net invoice cost
                  of such  materials.  In the event the initial  contribution by
                  Seller to the  Escrow  Agent with  respect  to a  contract  as
                  specified on Schedule 3(i) is used up prior to the  expiration
                  of the applicable warranty period, Buyer and Seller shall each
                  contribute  equally to the Escrow Agent the  additional  funds
                  needed to  reimburse  Buyer for the direct  costs of providing
                  such  warranty  services.  At the end of the  warranty  period
                  applicable  to a contract as specified on Schedule  3(i),  any
                  portion of the  contributions  with  respect to such  contract
                  which  remains  with the  Escrow  Agent  shall be  distributed
                  equally to Seller and Buyer.

         (f)      For a period of up to 90 days after the  Closing  Date  Seller
                  shall, as reasonably  requested by Buyer, use its commercially
                  reasonable  efforts (without the requirement of expenditure of
                  funds) to assist Buyer in obtaining  (i) the  approvals of the
                  FCC and other governmental agencies necessary for Buyer to use
                  the licenses and permits  listed on Schedule 1(f) and (ii) the
                  consents of any third  parties  needed for the  assignment  of
                  those  contracts  and  agreements  with sales agents listed on
                  Schedule 1(e).

                                       9
                                     -168-
<PAGE>

         14.      Termination.

         (a)      Termination  by  Mutual  Consent.  At any  time  prior  to the
                  Closing,  this  Agreement may be terminated by mutual  written
                  consent of Buyer and Seller.

         (b)      Termination  by Buyer.  Buyer may terminate  this Agreement at
                  any time prior to the Closing by delivery of written notice to
                  Seller if:

                  (i) Seller has failed to perform  any of its  covenants  under
         this Agreement or has violated this Agreement in any material  respect;
         or

                  (ii) Any  representation  or  warranty  made by Seller in this
         Agreement is false or  inaccurate  in any material  respect or there is
         any material misrepresentation or material omission by Seller.

         (c)      Termination by Seller.  Seller may terminate this Agreement at
                  any time prior to the Closing by delivery of written notice to
                  Buyer if:

                  (i) Buyer has failed to  perform  any of its  covenants  under
         this Agreement of has violated this Agreement in any material  respect;
         or

                  (ii)  Any  representation  or  warranty  made by Buyer in this
         Agreement is false or  inaccurate  in any material  respect or there is
         any material misrepresentation or material omission by Buyer.

         (d)      Effect of Termination. In the event of termination as provided
                  above, this Agreement shall then become of no further force or
                  effect,   all  parties  hereto  shall  bear  their  own  costs
                  associated with this Agreement and all transactions  mentioned
                  herein,  and there shall be no obligation on the part of Buyer
                  or Seller or the officers,  directors or shareholders of Buyer
                  or Seller.

         15. Survival.  The  representations,  warranties,  and covenants on the
part of Seller and Buyer  contained in this Agreement  shall survive the Closing
and  shall  be  binding   upon   Seller  and  Buyer  and  their   heirs,   legal
representatives, successors and assigns.

         16. Transfer  Taxes.  Buyer shall pay all sales and other similar taxes
imposed on or  collectible  by Seller or Buyer by reason of the  transfer of the
Assets.

         17. Entire Agreement. This document constitutes the entire agreement of
the parties with respect to the subject  matter  hereof and may not be modified,
amended, or terminated except by a written agreement  specifically  referring to
this Agreement and signed by all of the parties hereto.

                                       10
                                     -169-
<PAGE>

         18. Binding  Agreement.  This Agreement shall be binding upon and inure
to the  benefit  of  the  parties  hereto  and  their  respective  heirs,  legal
representatives, successors and assigns.

         19. Further  Instruments.  The parties hereto shall execute and deliver
such additional  instruments and documents as may be reasonably requested by any
of them in order to carry out the purposes and intent of this  Agreement  and to
fulfill their respective obligations.

         20. Governing Law. This agreement shall be construed in accordance with
the laws of the State of Minnesota.

         21.  Severability.  In the  event  that  one or more of the  provisions
contained in this  Agreement  shall for any reason be held  invalid,  illegal or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any of the other provisions contained in this Agreement,  which
provisions shall remain in full force and effect.

         22.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts and by the different parties hereto in separate counterparts,  each
of which shall be deemed an original but all of which together shall  constitute
one and the same instrument.

         23.  Schedules and Exhibits.  All  references to Schedules and Exhibits
herein,  unless otherwise  stated,  means the schedules and exhibits attached to
this Agreement which are hereby incorporated by reference.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

                                         RADTEC ENGINEERING, INC., a
                                         Colorado corporation

                                         By:/s/ Larry G. Davis
                                            ----------------------------
                                            Larry G. Davis, President

                                         KAVOURAS, INC., a Minnesota corporation


                                         By:/s/ Laura Burrow
                                            ----------------------------
                                            Laura Burrow, Vice President

                                       11
                                     -170-
<PAGE>


                                  SCHEDULE 1(a)

                   List of Certain Tangible Personal Property


"The reporting person agrees to furnish supplementally a copy of this omitted
schedule to the Securities & Exchange Commission upon request."

                                       12
                                     -171-
<PAGE>


                                  SCHEDULE 1(c)

                                List of Inventory

"The reporting person agrees to furnish supplementally a copy of this omitted
schedule to the Securities & Exchange Commission upon request."

                                       13
                                     -172-
<PAGE>





                                  SCHEDULE 1(e)

                         List of Sales Agency Contracts

"The reporting person agrees to furnish supplementally a copy of this omitted
schedule to the Securities & Exchange Commission upon request."

                                       14
                                     -173-
<PAGE>

                                  SCHEDULE 1(f)

                          List of Licenses and Permits

Type Acceptance

Non Broadcast Transmitter           MPDTDR4370A-C1
Non Broadcast Transmitter           MPDZDR4370A-C2
Non Broadcast Transmitter           MPDTDRFP70B-C1
Non Broadcast Transmitter           MPDTDR3070A-C1
Experimental XD FX                  KQ2XSX    4662-EX-R-97







                                       15
                                     -174-
<PAGE>



                                   SCHEDULE 2

                          Allocation of Purchase Price


"The reporting person agrees to furnish supplementally a copy of this omitted
schedule to the Securities & Exchange Commission upon request."

                                       16
                                     -175-
<PAGE>



                                  SCHEDULE 3(i)

              List of Contracts for Warranty Services and Materials


"The reporting person agrees to furnish supplementally a copy of this omitted
schedule to the Securities & Exchange Commission upon request."

                                       17
                                     -176-
<PAGE>




                                 SCHEDULE 3(ii)

                    List of Contracts for Services and Parts

The following are international contracts that promise Service and Parts.

Sanya China   Repairs  after installation are required.  If repair is required
              on site, the field engineer must arrive within 20 days of request.

Barcelona, Spain      Service 24 hours per day, 7 days a week

Jindezhen and Ganzhou Airport, China
                      Service 24 hours per day, 7 days a week and free software
                      upgrades.

Beijing, China        Spares parts available for 15 years.

Haikou, China         Spares parts available for 15 years.





                                       18
                                     -177-
<PAGE>
                                    EXHIBIT A

                                 PROMISSORY NOTE

$800,000.00                                             Date: December 13, 1999
                                                        Burnsville, Minnesota


         1. Makers' Promise to Pay. For value received,  the undersigned  makers
(whether  one or more,  the  "Maker")  jointly and  severally  promise to pay to
Kavouras,  Inc. (the  "Holder")  the  principal  sum of Eight  Hundred  Thousand
Dollars  ($800,000.00),  in twenty (20) equal,  consecutive  monthly payments of
$40,000.00  commencing  on the date one  month  after  the date of this Note and
continuing  on the same day of each  month  thereafter  until  fully  paid.  All
payments  and any other  sums due under this Note shall be paid to the Holder at
its address at 11400 Rupp Drive,  Burnsville,  Minnesota 55337-1279,  or at such
other address as the Holder may from time to time designate.

         2.  Default  by Maker.  Should  default  be made in the  payment of any
installment  due under this  Note,  all sums due or not yet due under this Note,
being the sum of all unpaid  installments,  immediately shall be due and payable
in full  without  further  notice by Holder.  Following  any default  hereunder,
interest  shall accrue on the unpaid  principal  balance at the rate of eighteen
percent (18%) per annum and shall be due and payable upon demand.

         3. Note Payable in U.S.  Dollars.  Principal,  interest,  and any other
charges due under this Note are payable in lawful money of the United States.

         4. Late Charge.  Maker agrees: (a) to pay immediately,  without demand,
to the  Holder,  in the event any  installment  required  under this Note is not
received by the Holder within three (3) days after its due date, an amount equal
to one and one-half percent (1.5%) of the then unpaid principal  balance of this
Note;  (b)  that it would  be  impractical  or  extremely  difficult  to fix the
Holder's actual damages in the event that any installment shall not be paid when
due;  and (c) that such amount shall be presumed to be the amount of damages for
such late payment and is reasonable.

         5. Assumption of this Note. This Note may not be assumed or assigned by
Maker without the express  written  consent of the Holder hereof,  which consent
may be withheld in Holder's sole and absolute discretion.

         6. Maximum  Interest.  In no event whatsoever shall the amount paid, or
agreed to be paid, to the Holder for the use,  forbearance,  or retention of the
money evidenced hereby  ("Interest") exceed the maximum amount permissible under
applicable law. If the performance or fulfillment of any provision  hereof shall
result in Interest exceeding the limit for interest  prescribed by law, then the
amount of such Interest  shall be reduced to the maximum rate which may lawfully
be charged or collected by the Holder.  If, from any  circumstances  whatsoever,
the Holder  should  receive as Interest an amount which would exceed the highest

                                       19
                                     -178-
<PAGE>

lawful rate,  the amount which would be excessive  Interest  shall be applied to
the reduction of the principal balance owing hereunder (or, at the option of the
Holder, be paid over to Maker) and not to the payment of Interest.

         7.  Costs of  Collection.  Maker  promises  to pay:  (a) all  costs and
expenses of collection,  including without  limitation,  attorneys' fees, in the
event this Note or any portion of this Note is placed in the hands of  attorneys
for  collection  and such  collection is effected  without suit;  (b) attorneys'
fees, as determined  by the judge of the court,  and all other costs,  expenses,
and fees  incurred by the Holder in the event suit is instituted to collect this
Note or any portion of this Note;  (c) all costs and expenses  incurred by or on
behalf of the Holder in connection  with  collecting or otherwise  enforcing any
right of the Holder under this Note; and (d) all costs and expenses,  including,
without  limitation,  attorneys'  fees incurred by the Holder in connection with
any  bankruptcy,  insolvency,  or  reorganization  proceeding or receivership in
which the Maker is involved,  including,  without  limitation,  attorneys'  fees
incurred in making any  appearances in any such  proceeding or in seeking relief
from any stay or injunction issued in or arising out of any such proceeding.

         8. Certain Waivers. Maker waives diligence,  grace, demand, presentment
for payment,  exhibition  of this Note,  protest,  notice of protest,  notice of
dishonor,  notice of demand,  notice of  nonpayment,  and any and all  exemption
rights  against the  indebtedness  evidenced by this Note, and agrees to any and
all  extensions or renewals from time to time without  notice and to any partial
payments of this Note made before or after maturity and that no such  extension,
renewal,  or partial  payment shall release Maker from the obligation of payment
of this Note or any installment of this Note.

         9.  Governing  Law. This Note shall be construed  under and governed by
the substantive laws of the State of Minnesota.


         10.  Obligations of Persons Under this Note. In this Note, the singular
shall include the plural and this Note shall be the joint and several obligation
of each Maker.

         EXECUTED as of the date first above written.

                                             RADTEC ENGINEERING, INC.


                                             By: /s/ Larry G. Davis
                                                 --------------------------
                                                 Larry G. Davis
                                             Title: President

                                                 /s/ Dennis Treddenick
                                                 -------------------------
                                                 Dennis Treddenick

                                                 /s/ Larry G. Davis
                                                 -------------------------
                                                 Larry G. Davis

                                       20
                                     -179-
<PAGE>




                                    EXHIBIT B

                       GENERAL BILL OF SALE AND ASSIGNMENT

         KNOW  ALL MEN BY THESE  PRESENTS,  that  Kavouras,  Inc.,  a  Minnesota
corporation  (the "Seller"),  pursuant to and in  consideration of the terms and
conditions of the Asset Purchase and Sale Agreement  dated December 8, 1999 (the
"Asset  Purchase  Agreement")  among  Seller and  Radtec  Engineering,  Inc.,  a
Colorado  corporation  ("Buyer"),  and in consideration of the sum of One Dollar
($1.00)  and other  good and  valuable  consideration,  the  receipt of which is
hereby acknowledged,  has sold, granted, assigned, conveyed, transferred and set
over to, and by these presents does sell, grant,  assign,  convey,  transfer and
set over to Buyer, its successors and assigns,  all of Seller's right, title and
interest  in and to the  "Assets"  as such term is  defined  in Section 1 of the
Asset Purchase Agreement.

         TO HAVE AND TO HOLD,  the same unto Buyer,  its  successors and assigns
forever.

         Seller  hereby  represents  and  warrants to Buyer that it has good and
marketable  title to the Assets,  free and clear of all liens and  encumbrances,
except as otherwise disclosed in the Asset Purchase Agreement.

         Seller, for itself and its successors and assigns, covenants and agrees
with Buyer to warrant  and defend the sale of the Assets  hereby  sold to Buyer,
its  successors  and  assigns,  against  the lawful  claims  and  demands of all
persons, except as set forth in the Asset Purchase Agreement, and agrees to take
all  steps  necessary  to put  Buyer,  its  successors  and  assigns,  in actual
possession and operating control of the Assets.

         IN WITNESS  WHEREOF,  Seller has caused this  General  Bill of Sale and
Assignment to be executed as of the 13th day of December, 1999.

                                    KAVOURAS, INC., a
                                    Minnesota corporation

                                    By: /s/ Laura Burrow
                                        -------------------------
                                        Laura Burrow

                                    Printed Name:

                                    Title: Vice President

                                       21
                                     -180-
<PAGE>

                                    EXHIBIT C

                             ASSIGNMENT OF TRADEMARK

         THIS  ASSIGNMENT is made this 13th day of December,  1999, by KAVOURAS,
INC., a Minnesota  corporation  ("Assignor"),  of 11400 Rupp Drive,  Burnsville,
Minnesota  55337-1279,  to RADTEC  ENGINEERING,  INC.,  a  Colorado  corporation
("Assignee"), of 2150 West 6th Avenue, Bloomfield, CO 80020.

                                    RECITALS:

         A. Assignor uses the trademark "Triton Doppler Radar" and (the "Mark").

         B. Assignee is acquiring the portion of Assignor's  business pertaining
to the  manufacture,  sale,  installation  and service of a line of Klystron and
TWT-based  Doppler weather radar systems know as the Triton Doppler Radar Series
(the "Business") and in connection  therewith all of Assignor's right, title and
interest in and to the Mark and the registration thereof.

         NOW THEREFORE,  for valuable consideration,  receipt of which is hereby
acknowledged:

         Assignor hereby assigns to Assignee all of Assignor's right,  title and
interest in and to the Mark,  together  with all of the goodwill of the Business
in  connection  with which the Mark is used and which is symbolized by the Mark,
the registration of the Mark, and the right to recover for past  infringement of
the  Mark;  provided,  however,  this  Assignment  does not  include  the  other
registered  and  unregistered  trademarks  and service  marks of Assignor  which
include the word "Triton" (the "Excluded Marks"), including, without limitation,
the marks "Triton",  "Triton i7", and "Triton RT". This Assignment is subject to
the retention by Assignor of all of its rights, title and interest in and to the
Excluded Marks and the registrations and applications for registration therefor.

                                        KAVOURAS, INC., a Minnesota corporation


                                        By: /s/ Laura Burrow
                                            -------------------------------
                                            Laura Burrow, Vice President

                                       22
                                     -181-
<PAGE>



                                    EXHIBIT D

                                LICENSE AGREEMENT

         THIS LICENSE AGREEMENT (the "Agreement"),  effective as of December 13,
1999 (the  "Effective  Date"),  is by and between  KAVOURAS , INC.,  a Minnesota
corporation,  having  its  principal  place of  business  at 11400  Rupp  Drive,
Burnsville,  Minnesota 55337-1279  ("Kavouras") and RADTEC ENGINEERING,  INC., a
Colorado  corporation  having a place of business at 2150 West 6th Ave,  Unit D,
Broomfield,  CO 80020 ("Radtec").  Capitalized terms shall have the meanings set
forth in Section 3 or otherwise defined in the body of the Agreement.

         1. Scope. This Agreement  governs Radtec's  authorization to distribute
to its customers  certain  Software  Products which it licenses from Kavouras on
the terms and conditions set forth in this Agreement.

         2.  Appointment.  Kavouras  hereby  authorizes  Radtec  to  market  and
distribute  the Software  Products  solely in  connection  with Radtec's sale of
Meteorological Equipment to End Users.

         3.  Definitions.  The following  terms shall have a defined  meaning as
used in this Agreement:

                  (a) "End User"  means a licensee of  Software  Products  which
         acquires such products in connection with such  licensee's  purchase of
         Meteorological  Equipment  from  Radtec,  for its own use  rather  than
         distribution or resale.

                  (b)  "Intellectual  Property  Rights"  means all  intellectual
         property rights worldwide arising under statutory law, common law or by
         contract, and whether or not perfected,  including, without limitation,
         all (i) patents,  patent  applications  and patent rights;  (ii) rights
         associated  with works of authorship  including  copyrights,  copyright
         applications,  copyright  registrations,  mask work  rights,  mask work
         applications,  mask work  registrations;  (iii) rights  relating to the
         protection  of trade  secrets and  confidential  information;  (iv) any
         right  analogous  to those set forth in this Section 3(b) and any other
         proprietary  rights relating to intangible  property (but  specifically
         excluding trademark,  trade dress, trade name, design patent or service
         mark rights); and (v) divisions, continuations,  renewals, reissues and
         extensions  of the  foregoing  (as and to the  extent  applicable)  now
         existing, hereafter filed, issued or acquired.

                  (c) "Kavouras Marks" shall mean the Kavouras trademarks, trade
         names and logos,  including  but not  limited to the trade name  "Storm
         Pro,"  supplied by Kavouras to Radtec in the splash  screen and windows
         of the Software Products.

                  (d)   "Meteorological   Equipment"  shall  mean  Klystron  and
         TWT-based  Doppler  weather radar  systems known as the Triton  Doppler
         Radar  Series the  technology  for which was  acquired  by Radtec  from
         Kavouras  pursuant to an Asset Purchase  Agreement  between the parties
         dated December 8, 1999.

                                       23
                                     -182-
<PAGE>

                  (e) "Software Products" means the software products, in object
         code  form,  as  well  as  related  supporting   documentation   ("User
         Documentation")  marketed by Kavouras under the "Storm Pro" trade name,
         and which are provided to Radtec for  distribution  in accordance  with
         Section 4(a) of this Agreement.

                  (f) "Update" means  modifications  of releases that pertain to
         the Software Products that incorporate  corrections of minor functional
         errors and problems and also provide minor functional improvements.

         4.       Grant of Rights.

                  (a) Kavouras Marks. Subject to the conditions and restrictions
         set forth herein,  Kavouras hereby grants to Radtec a  nontransferable,
         nonexclusive  and  limited  right and  license to  reproduce,  copy and
         publicly display the Kavouras Marks on the splash screen and windows of
         the Software  Products.  Radtec may not use the Kavouras  Marks for any
         other purpose.

                  (b) Software Products Distribution License.  Subject to and in
         consideration  of the conditions and  restrictions set forth herein and
         payment to  Kavouras  of the  applicable  royalties  set forth  herein,
         Kavouras   hereby   grants  to  Radtec  a  personal,   nontransferable,
         nonexclusive  and limited right and license to reproduce and distribute
         the Software  Products to End Users in connection  with such End User's
         purchase of Meteorological  Equipment from Radtec,  including the right
         to  use  the  Software   Products  to  test  the   performance  of  the
         Meteorological  Equipment.  Radtec may distribute the Software Products
         on CD-ROM, or other standard media.

                  (c) User Documentation  Modification and Distribution License.
         Subject to and in  consideration of the conditions and restrictions set
         forth herein and payment to Kavouras of the  applicable  fees set forth
         herein,  Kavouras hereby grants to Radtec a personal,  nontransferable,
         nonexclusive   and  limited   right  and  license  to:  (i)  make  such
         modifications to the User  Documentation as are reasonably  required to
         permit customization of the User Documentation; and (ii) distribute the
         User  Documentation  to End Users in  connection  with such End  User's
         purchase of Meteorological  Equipment from Radtec.  Notwithstanding the
         foregoing,  all Kavouras  copyright and restricted rights notices shall
         be  reproduced  and  maintained  in all  Radtec  versions  of the  User
         Documentation.

                  (d) End User Agreements.  Radtec will take all steps necessary
         to protect Kavouras' proprietary rights in the Software Products and to
         ensure that each copy of the Software  Products  distributed  by Radtec
         will be accompanied by a localized copy of Radtec's  standard  software
         license  agreement  applicable  to such  software.  Such  license  will
         include  terms and  conditions  substantially  equivalent  to those set
         forth in Exhibit A to this Agreement.  The license  specified above may

                                       24
                                     -183-
<PAGE>

         be (i) a  written  agreement  signed  by the End  User;  (ii) a written
         agreement in the package  containing the Software Products that the End
         User accepts by opening the  package;  or (iii) an  electronic  license
         agreement provided that Radtec ensures that upon the initial use of the
         Software  Products,  the End User is  presented  with a copy of the End
         User  agreement and is required to  electronically  accept the terms of
         the End User  agreement  prior to accessing use of the functions of the
         Software Product.

                  (e) Enforcement.  Radtec shall use its best efforts to enforce
         any End User agreements. If an End User materially fails to fulfill any
         of its  obligations  under any such  agreement,  Kavouras may, upon its
         election and in addition to any other remedies that it may have, notify
         Radtec in writing of such breach and require  Radtec to  terminate  all
         the rights  granted,  with  respect to the Software  Products,  in such
         agreement.  Radtec shall  terminate  such rights by not more than sixty
         (60) days  notice to the End User,  if the  breach is not cured  within
         such notice period. If Radtec,  in Kavouras' sole discretion,  fails to
         perform  its  obligations  stated in this  section,  Kavouras  may,  in
         addition to any other  remedies it may have,  terminate  the  agreement
         with the End User, and/or undertake appropriate enforcement directly on
         Kavouras'  behalf.  Radtec shall pay all  reasonable  costs incurred by
         Kavouras,  including but not limited to, attorneys' fees, in connection
         with such enforcement actions undertaken by Kavouras.

                  (f) Internal Use License.  Subject to the terms and conditions
         set  forth  herein,   Kavouras   grants  to  Radtec  a   non-exclusive,
         non-transferable   license   to   reproduce   and   distribute   and/or
         electronically  distribute  within  Radtec the  Software  Products  for
         non-production, internal marketing purposes (such as internal training,
         centers of excellence, demonstrations and other non-billable/non-client
         specific  prototyping)  only.  Radtec  agrees  that it will not use the
         Software  Products for any other  internal  purpose,  including but not
         limited to (i) use for internal application development and (ii) except
         as  provided in Section  4(b),  use to test  applications  that will be
         deployed by an End User.  All copyright and  restricted  rights notices
         shall be reproduced in all Radtec internal use copies.

                  (g)  Training.   Subject  to  and  in   consideration  of  the
         conditions and restrictions set forth, Kavouras hereby grants to Radtec
         a personal, nontransferable, nonexclusive and limited right and license
         to: (i) offer and provide Kavouras' training materials to End Users and
         prospective  End  Users  of  the  Software  Products;  (ii)  make  such
         modifications  to the Kavouras  training  materials  as are  reasonably
         required  to  permit   customization  and  expansion  of  the  training
         materials,  including removing all Kavouras trademarks and trade names;
         and  (iii)  reproduce  and  distribute  the  Radtec  version(s)  of the
         training  materials to End Users and  prospective  End Users which have
         purchased  such  training  from Radtec.  Notwithstanding  the foregoing
         right to customize the training  materials,  all Kavouras copyright and
         restricted  rights  notices shall be reproduced  and  maintained in all
         Radtec versions of such materials.  A copy of the Radtec  version(s) of
         the training  materials shall be provided to Kavouras and Radtec hereby
         grants to  Kavouras  an  unlimited  right  and  license  to use,  copy,
         reproduce,  publicly  display,  publicly  perform and  distribute  such
         Radtec version(s) of the training materials.

                                       25
                                     -184-
<PAGE>

                  (h) No  Publicity.  Radtec agrees that it will not (i) publish
         findings  in the  press  of any  evaluation  of the  Software  Products
         against  competitive  products  or (ii)  publish to any third party the
         results of any  benchmark  tests or other  evaluation  of the  Software
         Products without prior written notice and pre-approval by Kavouras.

                  (i) No Other Rights.  Other than what is stated herein, and in
         the Exhibits hereto, no other license,  right or interest is granted to
         Radtec for any other purpose.

         5.       Commercial Terms.

                  (a)  Delivery.  Promptly  after the Effective  Date,  Kavouras
         shall deliver to Radtec a copy of the Software Products and any related
         User Documentation electronically,  on CD-ROM or on such other mutually
         agreeable  standard media.  Radtec  acknowledges and agrees that it has
         had an opportunity to test the Software Products prior to the Effective
         Date  and  that  the  Software   Products  and  related  Kavouras  User
         Documentation shall therefore be accepted upon delivery,  and shall not
         be subject to any rights of  rejection or  revocation  on behalf of the
         Radtec. All User Documentation  delivered under this Agreement shall be
         in the form generally provided by Kavouras. Radtec shall be responsible
         for any required  modification of the User Documentation and shall make
         such modifications in accordance with Section 4(c).

                  (b) Product  Royalties.  In  consideration of the distribution
         rights  granted to Radtec  hereunder,  Radtec  shall pay to  Kavouras a
         royalty of $10,000.00  for each copy of the Software  Products which it
         distributes; provided, however, no royalty shall be payable to Kavouras
         for the  initial  six (6)  copies of the  Software  Products  which are
         licensed  for use by End Users.  Kavouras  and Radtec  acknowledge  and
         agree that Radtec  shall be free to set the price of any license of the
         Software  Products  to End Users so long as such price is not less than
         $35,000.

                  (c) Support Pricing. In consideration of the rights granted to
         Radtec and the obligations of Kavouras  hereunder,  Radtec shall pay to
         Kavouras a support fee of $1,000 per year for each copy of the Software
         Products which are supported by Updates.

                  (d)  Updates.  The fees  specified  herein are for the current
         release of the  Software  Products  and for those  Updates  provided by
         Kavouras to Radtec for distribution to its End Users during the term of
         this  Agreement.  Kavouras  may,  at its sole  discretion,  modify  the
         Software Products. For purposes of this Agreement,  Kavouras shall have
         the sole  discretion  as to whether  and how often an Update is made to
         the  Software  Products.  During the term of this  Agreement,  Kavouras
         shall deliver to Radtec all Updates to the Software  Products  provided
         under the terms of this Agreement.  Upon receipt of any Updates, Radtec
         has  thirty  (30) days (i) to make any  required  modifications  to the
         updated  User  Documentation  in  accordance  with Section 4(c) of this
         Agreement;  (ii) to cease  distribution of the existing  version of the
         Software Products;  and (iii) to commence distribution of such Updates.
         Payment to  Kavouras  as  provided  in  Section  5(c) is  required  for
         Radtec's distribution of Updates to existing End Users.

                                       26
                                     -185-
<PAGE>

                  (e) Payment Terms.  All payments  required under Sections 5(b)
         and 5(c) shall be made on a  quarterly  basis  within  thirty (30) days
         following the end of the fiscal quarter to which they relate, and shall
         be accompanied by the records required  pursuant to Section 5(g) below.
         Within thirty (30) days following the end of the fiscal quarter, Radtec
         shall submit records pursuant to Section 5(g) below, even if no royalty
         or support payment is required.

                  (f) Taxes.  The fees listed in this Agreement are exclusive of
         all federal,  state,  municipal or other government excise, sales, use,
         occupational,  or like  taxes or duties  now in force or enacted in the
         future.  Any such tax, fee, or charge of any nature whatsoever  imposed
         by any  governmental  authority  on, or measured  by, the  transactions
         between Kavouras and Radtec  (exclusive of taxes based on Kavouras' net
         income) shall be paid by Radtec in addition to the prices invoiced. All
         payments  to  Kavouras  shall be made free and clear  of,  and  without
         reduction for, any  withholding  taxes. In the event that Kavouras pays
         any such tax, fee, or charge, at the time of sale or thereafter, Radtec
         shall promptly reimburse Kavouras therefor.

                  (g) Records.  Radtec  shall  maintain and provide to Kavouras,
         along  with any  payments  made in  accordance  with  Section  5(e),  a
         quarterly report of royalty and support payments.  The quarterly report
         shall specify,  the product name,  number of units,  total royalty due,
         total  support  payments  due and  any  additional  information  as may
         reasonably  be requested by Kavouras.  Such  quarterly  report shall be
         provided by Radtec even if no royalty or support  payments  are due. As
         part of its records,  Radtec shall maintain a listing of all Radtec End
         Users and shall  provide  such  listing  to  Kavouras,  upon  Kavouras'
         reasonable request.

                  (h) Audit Rights.  Kavouras  shall have the right to audit the
         records and  accounts of Radtec kept in  accordance  with  Section 5(g)
         above.  Any such audit shall be performed only during  Radtec's  normal
         business  hours  and  shall be  performed  in such a manner as to avoid
         unreasonable  interference with Radtec's business operations.  Kavouras
         shall bear costs and expenses associated with the exercise of its right
         to audit except that in the event of an  underpayment  of more than ten
         percent  (10%) of the amount due for the period  audited,  Radtec shall
         pay all costs  associated with such audit. In the event that any errors
         in payment  shall be  determined,  such errors  shall be  corrected  by
         appropriate  adjustment in payment  (plus  interest at the highest rate
         permitted by law) for the  quarterly  period  during which the error is
         discovered.

         6.       Radtec Obligations.

                  (a)  Indemnity.  Radtec  agrees to indemnify and hold Kavouras
         harmless  from and against all claims from  Radtec's End Users or other
         third parties arising out of any acts and/or omissions of Radtec or its
         employees or representatives.

                  (b) Fair  Representation.  Radtec shall display,  demonstrate,
         and  represent  the  Software   Products   fairly  and  shall  make  no
         representations  concerning Kavouras or the Software Products which are
         false, misleading, or inconsistent with those representations set forth

                                       27
                                     -186-
<PAGE>

         in promotional materials, literature and manuals published and supplied
         by Kavouras.

                  (c)  Notification of  Infringement.  Radtec shall  immediately
         inform  Kavouras  by  telephone,   telex  or  facsimile,  with  written
         confirmation by mail, if it becomes aware of any facts  indicating that
         any person is infringing any  Intellectual  Property Rights of Kavouras
         and its suppliers or is engaging in  unauthorized  distribution  of any
         Software Products.

                  (d) Registrations and Licenses. Radtec will obtain, at its own
         expense,   all   registrations,   licenses,   and  approvals  from  any
         authorities  and  agencies  which may be needed in order for  Radtec to
         export,  import,  market  or  sell  the  Software  Products.  Any  such
         applications  will identify the Software  Products as originating  from
         Kavouras.

                  (e)  Compliance  with  Laws.  In  exercising  its  rights  and
         performing its obligations  under this  Agreement,  Radtec shall comply
         with  all  applicable  international,  national,  and  local  laws  and
         regulations. Radtec further agrees not to violate any provisions of the
         U.S. Foreign Corrupt Practices Act of 1977 as amended,  which generally
         prohibits  the  payment of monies or  anything  of value to  government
         officials in order to obtain benefits from such government officials or
         their governments.

                  (f)  Restrictions  on Use.  Radtec agrees not to translate the
         Software Products into another computer language,  in whole or in part.
         Except as set forth in this Agreement,  Radtec shall not make copies or
         make media  translations of the Software Products,  including,  without
         limitation,  the User  Documentation,  in  whole  or in  part,  without
         Kavouras'  prior  written  approval.  Radtec  agrees  that if,  for any
         reason,  it comes  into  possession  of any  source  code,  or  portion
         thereof,  for any Kavouras product,  which source code is not generally
         provided  by  Kavouras  as a  part  of a  Software  Products,  it  will
         immediately deliver all copies of such source code to Kavouras.  Unless
         Radtec pays for an End User license,  Radtec shall not use the Software
         Products  as an End  User.  Radtec  shall  not  rent or  timeshare  the
         Software  Products or  otherwise  license or  distribute  the  Software
         Products  other than as specified in this  Agreement.  Radtec shall not
         reverse  compile,   disassemble,  or  otherwise  reverse  engineer  the
         Software  Products.  Nothing  contained  in  this  Agreement  shall  be
         interpreted so as to exclude or prejudice the rights (if any) of Radtec
         or any End User  under  the  European  Directive  91/250  on the  Legal
         Protection  of  Computer  Programs  (14 May 1991,  OJ 1991  (122/42) as
         implemented in the relevant  jurisdiction) with respect to the Software
         Products.

                  (g)  Other  Government   Agreements.   Radtec  will  take  all
         reasonable  steps in making  proposals and agreements with  governments
         other than the United  States which  involve the  Software  Products to
         ensure that  Kavouras'  proprietary  rights in such  Software  Products
         receive the maximum  protection  available  from such  governments  for
         commercial  computer  software and related  documentation  developed at
         private expense.

                  (h)  Failure  to  Comply.  Failure  to comply  with any of the
         foregoing  obligations  will  constitute  a  material  breach  of  this
         Agreement.

                                       28
                                     -187-
<PAGE>

         7. Trademarks, Logos and Product Designs. Except as provided in Section
4(a) of this  Agreement,  Radtec is  granted no right,  title or license  to, or
interest in, any Kavouras  trademarks,  trade names,  logos or product  designs.
Radtec  acknowledges  Kavouras' rights in the Kavouras Marks and agrees that any
use of the Kavouras Marks by Radtec shall inure to the sole benefit of Kavouras.
Radtec  agrees  not to:  (i)  challenge  Kavouras'  ownership  or use  of;  (ii)
register;  or (iii)  infringe any Kavouras  Marks nor shall Radtec,  without the
prior written consent of Kavouras,  incorporate any Kavouras Marks into Radtec's
trademarks,  service marks, company names, Internet addresses,  domain names, or
any other similar  designations.  If Radtec  acquires any rights in any Kavouras
Marks by operation of law or  otherwise,  it will  immediately  at no expense to
Kavouras  assign  such rights to Kavouras  along with any  associated  goodwill,
applications and/or registrations. This section does not limit in any manner the
rights of Radtec to use the trademark  "Triton  Doppler Radar" which it acquired
from Kavouras.

         8. Ownership of Intellectual  Property Rights. Radtec acknowledges that
the structure, organization and code of the Software Products are proprietary to
Kavouras or its suppliers and that  Kavouras or its suppliers  retain  exclusive
ownership  of the Software  Products.  Radtec will take  reasonable  measures to
protect  Kavouras'  Intellectual  Property  Rights  in  the  Software  Products,
including such  assistance and measures as are reasonably  requested by Kavouras
from time to time.  Except as provided  herein,  Radtec is not granted any other
Intellectual Property Rights, or any other rights,  franchises or licenses, with
respect to the Software Products.

         9. Confidential  Information.  The Software Products provided to Radtec
under  this  Agreement  shall be held in  confidence.  Radtec  may not  disclose
Kavouras'  confidential  or  proprietary  information  and may  use it only  for
purposes  specifically  contemplated  in this  Agreement.  Kavouras  will  treat
tangible  business and financial  information of Radtec that has been previously
identified  as  confidential,  with the same  degree  of care as it does its own
similar  information.  The  foregoing  obligations  do not apply to  information
which:  (i) is or becomes  known by recipient  without an obligation to maintain
its confidentiality, (ii) is or becomes generally known to the public through no
act or omission of recipient,  or (iii) is independently  developed by recipient
without use of  confidential or proprietary  information.  This section will not
affect any other confidential disclosure agreement between the parties.

         10. No Warranty. THE SOFTWARE PRODUCT(S) ARE PROVIDED "AS IS." KAVOURAS
DOES  NOT  MAKE  AND  HEREBY  DISCLAIMS  ANY  EXPRESS  OR  IMPLIED   WARRANTIES,
REPRESENTATIONS OR CONDITIONS,  INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OR
CONDITIONS   OF    MERCHANTABILITY,    FITNESS   FOR   A   PARTICULAR   PURPOSE,
NON-INFRINGEMENT  AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING,  USAGE OR
TRADE PRACTICE.

         11.  Limitation  of Liability.  KAVOURAS AND ITS SUPPLIERS  WILL NOT BE
LIABLE FOR ANY LOSS OF USE,  INTERRUPTION  OF BUSINESS,  COST OF  PROCUREMENT OF
SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES OR ANY INDIRECT,  SPECIAL,  INCIDENTAL,

                                       29
                                     -188-
<PAGE>

OR CONSEQUENTIAL  DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE
FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),  STRICT PRODUCT
LIABILITY  OR ANY OTHER LEGAL OR  EQUITABLE  THEORY  EVEN IF  KAVOURAS  HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL KAVOURAS' AGGREGATE
CUMULATIVE  LIABILITY TO RADTEC FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS
AGREEMENT  EXCEED THE ROYALTIES PAID BY RADTEC TO KAVOURAS UNDER THIS AGREEMENT.
THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR
DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH,
OR IF ANY LIMITED WARRANTY OR LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

         12.  Discontinuance of Software  Products.  If, during the term of this
Agreement,  Kavouras  discontinues one or more of the Software Products provided
to Radtec under this  Agreement,  Kavouras shall continue to provide support for
the then-current  version of such  discontinued  Software Products in accordance
with Kavouras'  obligations under this Agreement and only for the remaining term
of this Agreement.

         13.  Indemnification.  Kavouras will defend or settle at its option and
expense any legal  proceeding  brought  against Radtec or affecting its right to
use the Software Products as provided herein (including, but not limited to, the
pending lawsuit filed by Baron Services,  Inc. against Kavouras),  to the extent
that it is based on a claim  that the  Software  Products  directly  infringe  a
copyright or U.S. patent,  and will pay all damages and costs awarded by a court
of final appeal  attributable  to such claim,  provided  that Radtec:  (i) gives
written  notice of the claim  promptly to  Kavouras,  (ii) gives  Kavouras  sole
control of the defense and  settlement of the claim,  (iii) provides to Kavouras
all  available  information  and  assistance,  and (iv) has not  compromised  or
settled  such a claim.  If any  Software  Products is found to  infringe,  or in
Kavouras' opinion is likely to be found to infringe,  Kavouras may elect to: (i)
obtain for Radtec the right to use such Software Products in accordance with the
terms of this Agreement, (ii) replace or modify the Software Products so that it
becomes  non-infringing;  or if  neither  of these  alternatives  is  reasonably
available, (iii) refund to Radtec all royalties paid by Radtec for such Software
Products.  Kavouras  has no  obligation  under this  section for any claim which
results from: (i) use of the Software Products in combination with any equipment
other than Meteorological  Equipment;  (ii) Kavouras' compliance with designs or
specifications of Radtec;  (iii) modification of the Software Products;  or (iv)
use of allegedly infringing Software Products, if the alleged infringement could
be  avoided by the use of a  different  version of the  Software  Products  made
available to Radtec. THIS SECTION STATES THE SOLE AND EXCLUSIVE REMEDY OF RADTEC
AND THIRD  PARTIES AND THE ENTIRE  LIABILITY  AND  OBLIGATION  OF KAVOURAS  WITH
RESPECT TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY  INTELLECTUAL  PROPERTY
RIGHT BY THE SOFTWARE PRODUCTS OR ANY PART THEREOF.

                                       30
                                     -189-
<PAGE>



         14.      Term and Termination.

                  (a) Term. The term of this Agreement  shall commence as of the
         Effective  Date  and  shall  continue  for  ten  (10)  years  or  until
         terminated pursuant to Section 14(b) or (c) below.

                  (b) Without Cause.  This Agreement may be terminated by Radtec
         without cause, for any reason, on written notice to Kavouras.

                  (c) Termination  With Cause.  This Agreement may be terminated
         by either party (i) immediately, by notice, upon material breach by the
         other party, if such breach cannot be remedied;  (ii) by notice, if the
         other  party  fails  to  cure  any  material  remedial  breach  of this
         Agreement  within  thirty  (30) days  notice of such  breach;  or (iii)
         immediately,  by notice,  upon the second  commission  of a  previously
         remedied  material  breach.  Kavouras may also terminate this Agreement
         immediately,  by notice, in the event that Radtec makes an unauthorized
         distribution or use of the Software Products.

                  (d) Effect of Termination.  Upon any termination or expiration
         of this  Agreement,  Radtec  shall  no  longer  be  authorized  to use,
         reproduce or  distribute  the Software  Products.  Notwithstanding  the
         foregoing,  End User  licenses  already  granted by Radtec shall not be
         affected by any the termination or expiration of this Agreement.

                  (e)  Acceleration of the Payment Date. The payment date of all
         monies due to Kavouras shall  automatically be accelerated so that they
         shall become due and payable on the effective date of termination, even
         if longer terms had been provided previously.

                  (f) Surviving Terms. The provisions of Sections 3, 5(g), 5(h),
         6(a), 6(e), 7, 8, 9, 10, 11, 12, 13, 14(d),  14(e) and 15 shall survive
         the expiration or termination of this Agreement by either party for any
         reason.  All other rights and obligations under this Agreement which by
         their nature should survive, will remain in effect after termination or
         expiration hereof.

                  (g) Return of Software Products Upon Termination. Radtec shall
         certify  to  Kavouras   within  one  (1)  month  after   expiration  or
         termination  that Radtec has  destroyed or has returned to Kavouras the
         Software  Products  in all  types of media  and  computer  memory,  and
         whether or not modified or merged into other materials.

         15.      Miscellaneous.

                  (a) Export Control.  All Software  Products and technical data
         delivered  under this Agreement are subject to U.S. export control laws
         and may be subject to export or import  regulations in other countries.
         Radtec agrees to comply strictly with all such laws and regulations and
         acknowledges that it has the  responsibility to obtain such licenses to
         export,  re-export  or  import as may be  required  after  delivery  to
         Radtec.

                                       31
                                     -190-
<PAGE>

                  (b) Notices.  All written  notices  required by this Agreement
         must be delivered in person or by means evidenced by a delivery receipt
         and will be effective upon receipt.  If notice is sent to Kavouras,  it
         shall be sent to the person bearing the title set forth below Kavouras'
         signature to this Agreement.

                  (c) Force Majeure.  A party is not liable under this Agreement
         for non-performance  caused by events or conditions beyond that party's
         control,  if the  party  makes  reasonable  efforts  to  perform.  This
         provision  does not relieve  Radtec of its  obligation to make payments
         then owing.

                  (d)  Assignment.  Radtec may not assign or otherwise  transfer
         any of its rights or  obligations  under this  Agreement,  without  the
         prior written consent of Kavouras.


                  (e) Waiver. Any express waiver or failure to exercise promptly
         any right under this Agreement  will not create a continuing  waiver or
         any expectation of non-enforcement.

                  (f)  Severability.  In the event  that any  provision  of this
         Agreement shall be unenforceable or invalid under any applicable law or
         be so held by  applicable  court  decision,  such  unenforceability  or
         invalidity shall not render this Agreement unenforceable, or invalid as
         a whole,  and, in such event,  any such provision  shall be changed and
         interpreted   so  as  to  best   accomplish   the  objectives  of  such
         unenforceable or intended provision within the limits of applicable law
         or applicable court decisions.

                  (g)  Injunctive  Relief.  It is  understood  and  agreed  that
         notwithstanding  any other  provisions of this  Agreement,  a breach by
         Radtec of this  Agreement will cause  Kavouras  irreparable  damage for
         which  recovery of money  damages  would be  inadequate,  and that,  in
         addition to any and all remedies  available at law,  Kavouras  shall be
         entitled to seek timely  injunctive  relief to protect Kavouras' rights
         under this Agreement.

                  (h) Attorneys' Fees. In the event any proceeding or lawsuit is
         brought by Kavouras,  its suppliers,  or Radtec in connection with this
         Agreement, the prevailing party in such proceeding shall be entitled to
         receive its costs, expert witness fees, and reasonable  attorneys fees,
         including costs and fees on appeal.

                  (i) Controlling Law. Any action related to this Agreement will
         be governed by  Minnesota  law and  controlling  U.S.  federal  law. No
         choice of law rules of any jurisdiction  will apply. The United Nations
         Convention on the  International  Sale of Goods shall not apply to this
         Agreement.

                  (j) No Agency.  This  Agreement  is not  intended  to create a
         relationship such as a partnership, franchise, joint venture, agency or
         employment  relationship.  Neither  party  may  act in a  manner  which
         expresses  or implies a  relationship  other  than that of  independent
         contractor, nor bind the other party.

                                       32
                                     -191-
<PAGE>

                  (k) Headings. The section headings appearing in this Agreement
         are  inserted  only as a matter of  convenience  and in no way  define,
         limit,  construe or describe  the scope or extent of such section or in
         any way affect such section.

                  (l) Warranty.  Each party  warrants that it has full power and
         authority  to enter into and  perform  this  Agreement,  and the person
         signing this Agreement on such party's behalf has been duly  authorized
         and  empowered  to  enter  into  this  Agreement.  Each  party  further
         acknowledges that it has read this Agreement, understands it and agrees
         to be bound by it.

                  (m)    Counterparts.    This   Agreement   may   be   executed
         simultaneously  in two or  more  counterparts,  each of  which  will be
         considered an original,  but all of which together will  constitute one
         and the same instrument.

                  (n) Entire  Agreement.  This Agreement is the parties'  entire
         agreement  relating to its subject  matter.  It supersedes all prior or
         contemporaneous proposals,  conditions,  representations and warranties
         and prevails over any  conflicting  or  additional  terms of any quote,
         order,  acknowledgment,  or other  communication  between  the  parties
         relating to its subject  matter during the term of this  Agreement.  No
         modification  to this  Agreement  will be binding unless in writing and
         signed by an authorized representative of each party.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
Effective Date.

KAVOURAS, INC.:                                      RADTEC ENGINEERING, INC.:


/s/ Laura Burrow                                     /s/ Dennis Treddenick
-------------------------                            --------------------------
Authorized Signature                                 Authorized Signature

-------------------------                            --------------------------
Printed Name                                                  Printed Name


Vice President                                       Vice President
Title                                                Title


December 13, 1999                                    December 13, 1999
Date                                                 Date


                                       33
                                     -192-
<PAGE>



                                    Exhibit A

                      MINIMUM TERMS OF END USER AGREEMENTS

         This package may contain the following  materials  provided by Licensor
to   Licensee:    software   and   related    explanatory    written   materials
("Documentation").  The term  "Software"  shall include any  upgrades,  modified
versions, additions, and copies of the Software.

         Licensor grants to Licensee a nonexclusive  license to use the Software
and Documentation, provided that Licensee agrees to the following:

         1.  License  Grant.  Licensee  may use the Software in object code form
only and only in connection with Licensee's use of Klystron or TWT-based Doppler
weather  radar  systems  which have been  purchased by Licensee  from  Licensor.
Licensee may copy the Software only for backup purposes,  provided that Licensee
reproduce all copyright and other  proprietary  notices that are on the original
copy of the Software.

         2.  Documentation.  Licensor will deliver a master copy of the end user
documentation for the Software (the "Documentation") to Licensee. Licensee shall
have the right to use,  reproduce and distribute  internally,  the Documentation
solely in connection with Licensee's authorized use of the Software.

         3.  Restrictions.  Licensee may not use, copy,  modify, or transfer the
Software, or any copy thereof, in whole or in part, except as expressly provided
for  in  this  Agreement.  Licensee  may  not  reverse  engineer,   disassemble,
decompile,  or translate the Software, or otherwise attempt to derive the source
code of the Software, except to the extent allowed under any applicable law. Any
attempt to transfer any of the rights,  duties or obligations hereunder is void.
Licensee  may not rent,  lease,  load,  resell for  profit,  or  distribute  the
Software, or any part thereof.

         4. Ownership.  The Software is licensed,  not sold, to Licensee for use
only under the terms of this Agreement,  and Licensor and its suppliers  reserve
all rights not expressly  granted to Licensee.  Licensee owns the media, if any,
on which the  Software  or  Documentation  is  recorded,  but  Licensor  and its
suppliers  retain  ownership  of all copies of the  Software  and  Documentation
itself.

         5. Reservation of Rights.  Except as stated above,  this Agreement does
not  grant  Licensee  any  intellectual  property  rights  in  the  Software  or
Documentation.

         6. Term.  This  Agreement  will  terminate  immediately  upon notice to
Licensee  if  Licensee  materially  breaches  any  term  or  condition  of  this
Agreement. Licensee agrees upon termination to promptly destroy the Software and
all copies.

         7. Warranty Disclaimer. NEITHER LICENSOR NOR ANY OF ITS REPRESENTATIVES
OR SUPPLIERS MAKES OR PASSES ON TO LICENSEE OR OTHER THIRD PARTY ANY WARRANTY OR
REPRESENTATION ON BEHALF OF LICENSOR'S  SUPPLIERS,  INCLUDING BUT NOT LIMITED TO

                                       34
                                     -193-
<PAGE>

ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         8.  Limitation  of  Liability.  IN NO EVENT WILL LICENSOR OR LICENSOR'S
SUPPLIERS BE LIABLE TO LICENSEE  FOR ANY  CONSEQUENTIAL,  INCIDENTAL  OR SPECIAL
DAMAGES,  INCLUDING ANY LOST PROFITS OR LOST SAVINGS,  EVEN IF LICENSOR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
Some  states or  jurisdictions  do not  allow the  exclusion  or  limitation  of
incidental,  consequential or special damages,  so the above limitations may not
apply to Licensee.

         9. Notice to Government End Users. The Software is a "commercial  item"
as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial
computer  software" and "commercial  computer software  documentation,"  as such
terms are used in 48 C.F.R. 12.212 (SEP 1995).  Consistent with 48 C.F.R. 12.212
and 48 C.F.R.  227.7202-1 through 227.7202-4 (JUN 1995), all U.S. Government End
Users acquire the Software with only those rights set forth herein.

         10.  General.  This Agreement will be governed by the laws of the State
of Minnesota  without  regard to or  application  of  conflicts  of law rules or
principles. This Agreement will not be governed by the United Nations Convention
on Contracts for the  International  Sale of Goods,  the application of which is
expressly   excluded.   If  any  part  of  this  Agreement  is  found  void  and
unenforceable,  it will not affect the validity of the balance of the Agreement,
which shall remain valid and enforceable according to its terms. Licensee agrees
that the Software will not be shipped,  transferred or exported into any country
or used in any manner prohibited by the United States Export  Administration Act
or any other export laws,  restrictions  or  regulations.  This Agreement  shall
automatically  terminate upon failure by Licensee to comply with its terms. This
Agreement  may only be modified in writing  signed by an  authorized  officer of
Licensor and its suppliers.

         11. Third-Party Beneficiary. Licensee is hereby notified that Kavouras,
Inc.,  having its principal  place of business at 11400 Rupp Drive,  Burnsville,
Minnesota  55337-1279  ("Kavouras"),   is  a  third-party  beneficiary  to  this
agreement to the extent that this agreement contains  provisions which relate to
Licensee's  use  of  the  Software  and  Documentation   licensed  hereby.  Such
provisions are made expressly for the benefit of Kavouras and are enforceable by
Kavouras in addition to Licensor.

                                       35
                                     -194-
<PAGE>



                                    EXHIBIT E

                              SUBCONTRACT AGREEMENT

         This  Agreement  is made and  entered  into this 13th day of  December,
1999, by and between Kavouras, Inc., a Minnesota corporation, having a principal
place  of  business  at  11400  Rupp  Drive,  Burnsville,  Minnesota  55337-1279
(hereinafter   "Contractor"),   and  Radtec   Engineering,   Inc.,   a  Colorado
corporation,  having a principal place of business at 2150 West 6th Avenue, Unit
D, Bloomfield, CO 80020. (hereinafter "Subcontractor").

                                    Recitals:

         A.  Contractor has entered into a contract dated July 23, 1999 with the
Supply  Administration,  the  Republic  of Korea  ("SAROK")  for  Contractor  to
manufacture,  assemble,  deliver,  install,  test,  provide spare parts for, and
service a weather radar system for operation in Korea. Such contract, as amended
and supplemented by the bid documents and the drawings,  plans,  specifications,
statements,  certifications  and addenda to or incorporated by reference in such
contract, is hereinafter referred to as the "Contract Documents".  Copies of the
Contract  Documents are attached to this  Agreement and  incorporated  herein by
this reference.

         B.  Contractor  and SAROK are  negotiating  whether the  weather  radar
system to be installed  pursuant to the  Contract  Documents is to be a TDR 4384
5650 MHz system (the "5650 MHz System") or a TDR 4384 5300 MHz system (the "5300
MHz System").  The duties of Contractor and  Subcontractor  under this Agreement
vary  depending  on whether  the 5650 MHz System or the 5300 MHz System is to be
installed.

         C. Contractor agrees to engage Subcontractor to perform all of the work
and provide all of the materials pursuant to the Contract Documents,  other than
the Kavouras  Work and the Kavouras Work Product (as each are defined in Article
2),  and  Subcontractor  agrees  to  accept  such  engagement,  subject  to  the
provisions of this Agreement.

                                    Article 1

                              TERM AND TERMINATION

              1.1 Term.  This Agreement will become  effective on the date first
shown above and will continue in effect  through the  completion of the Work (as
described in Section 3.1 hereof),  unless earlier terminated pursuant to Section
1.2 hereof.

              1.2 Termination of Work.  Should  Subcontractor  refuse to replace
defective materials or Work, fail to perform the Work with diligence, or violate
any covenant or condition of this  Agreement or the Contract  Documents and such
failure  continues  for  thirty  (30)  days  after  written  notice  thereof  to
Subcontractor, or should Subcontractor make a general assignment for the benefit
of  creditors,  or  should a  receiver  of any of  Subcontractor's  property  be
appointed, or should a petition be filed, either by or against Subcontractor, in
any bankruptcy or insolvency  proceedings,  then  Contractor may, in addition to

                                       36
                                     -195-
<PAGE>

any other rights or remedies  Contractor  may have,  terminate  this  Agreement,
enter  Subcontractor's  premises to gain possession of the Work, and complete or
employ  any other  person or  persons  to  complete  the Work at the  expense of
Subcontractor. In the event of the termination of this Agreement, as provided in
this Section 1.2,  Subcontractor  shall prepare a statement of cost to that date
with respect to the Work, plus all obligations  incurred by Subcontractor in the
interests of the Work but not yet due.

              1.3 Survival.  In the event of any  termination of this Agreement,
Articles 4, 5 and 7 hereof shall survive and continue in effect.


                                    Article 2

                              DUTIES OF CONTRACTOR

              2.1  5650 MHz  System.  Contractor  has  partially  performed  the
Contract  Documents by  manufacturing  and  assembling a portion of the 5650 MHz
System at its office in Burnsville,  Minnesota (the "Kavouras Work Product"). If
the 5650 MHz System is to be  installed,  Contractor  will  provide the payment,
performance  and warranty  bonds and the contract  administration  by Contractor
pursuant to the Contract Documents and will furnish the Kavouras Work Product.

              2.2 5300 MHz  System.  If the 5300 MHz System is to be  installed,
Contractor  will negotiate the terms of SAROK's  letter of credit,  organize and
present  documents as required to draw on SAROK's letter of credit,  provide the
payment  and  performance  bonds (but not the  warranty  bond),  and receive the
proceeds paid by SAROK and handle the disbursements of such proceeds as provided
in this Agreement.

              2.3  Kavouras  Work.  For  purposes  of this  Agreement,  the term
"Kavouras  Work" shall mean those duties  described in Section 2.1 if a 5650 MHz
System is to be installed  and those  duties  described in Section 2.2 if a 5300
MHz System is to be installed.

                                    Article 3

                    SERVICES TO BE PERFORMED BY SUBCONTRACTOR

              3.1 Work. Subcontractor agrees to furnish all supervision,  labor,
equipment,  materials,  and  incidentals and perform all work under the Contract
Documents,  other than the Kavouras Work, in strict compliance with the Contract
Documents  (the  "Work").   Subcontractor   agrees  to  assume  all  obligations
Contractor  has  under  the  Contract  documents  as they  relate  to the  Work.
Subcontractor  further agrees to fulfill such obligations without default of any
kind or nature whatsoever and agrees to perform all of the affirmative covenants
set forth in the  Contract  Documents  applicable  to the Work  without  further
notice  of any kind or nature  from  Contractor.  If a 5650 MHz  System is to be
installed,  Contractor will provide Subcontractor with access to the premises of
Contractor for the purpose of removing the Kavouras Work Product,  which removal

                                       37
                                     -196-
<PAGE>

will be the responsibility and expense of Subcontractor. If a 5300 MHz System is
to be installed, the parties agree to amend the Contract Documents as reasonably
requested by SAROK, and Subcontractor  agrees to provide an interim radar system
as required in Section 6.1(b).

              3.2   Method  of   Performing   Services.   Consistent   with  the
requirements of the Work, Subcontractor, in conjunction with its personnel, will
determine  the means of  performing  the work to be carried out for  Contractor.
Contractor,   however,  shall  be  entitled  to  exercise  a  general  power  of
supervision and control over the results of work performed by  Subcontractor  to
ensure  satisfactory  performance.  This power of supervision  shall include the
right to inspect,  stop work, and make suggestions or  recommendations as to the
details of the work.

              3.3 Place of Work. Subcontractor's personnel will perform all work
for  Contractor  at  Subcontractor's  premises or as  provided  in the  Contract
Documents.

                                    Article 4

                                  COMPENSATION

              4.1 Compensation if 5650 MHz System.  This Section 4.1 shall apply
to this  Agreement  if and only if the 5650 MHz System is to be  installed.  For
full and complete  performance of the Work by  Subcontractor as provided in this
Agreement,  Contractor  agrees  to pay to  Subcontractor  a  portion  of the Net
Proceeds (as hereinafter  defined) as determined in accordance with this Section
4.1. The term "Net Proceeds" means the funds received by Contractor  pursuant to
the terms of the Contract Documents,  less any brokerage fees or commissions due
to third  parties  and less the amount  contributed  to the  warranty  escrow as
provided  below.  The Net Proceeds  shall first be distributed to Contractor and
Subcontractor  to  reimburse  them for  their  portion  of the  Total  Costs (as
hereinafter  defined);  provided,  however,  if the Total Costs  exceeds the Net
Proceeds,  then the Net Proceeds  shall be  distributed  between  Contractor and
Subcontractor  proportionately  based upon their respective portion of the Total
Costs.  The term  "Total  Costs"  means the sum of the actual  direct  costs and
expenses  incurred by  Subcontractor  in performing  the Work, the actual direct
costs and expenses  incurred by Contractor in performing  the Kavouras Work and,
with respect to the Kavouras Work Product,  the book value of such  inventory on
the books of Contractor as of the date of this  Agreement  (which book value was
$453,000 as of November 19, 1999); provided,  however, with respect to the labor
provided to perform the Work or Kavouras  Work,  the direct costs  thereof shall
consist of the actual time spent by the  employees at the standard  hourly wages
paid to such  employees by Contractor  or  Subcontractor,  without  inclusion of
fringe  benefits or other  indirect or overhead  costs  incurred by the employer
and,  with  respect to the  materials  provided  in the Work,  the direct  costs
thereof  shall be the actual net invoice cost of such  materials to  Contractor.
The  excess  of the  Net  Proceeds  over  the  Total  Costs  of  Contractor  and
Subcontractor,  if any,  shall be  distributed  equally  between  Contractor and
Subcontractor.  Contractor shall contribute  $200,000 of the proceeds from SAROK
pursuant  to the  Contract  Documents  to the  escrow  agent  under  the  Escrow
Agreement dated the same date as this Agreement among Contractor,  Subcontractor
and such escrow agent (the "Escrow  Agreement")  to fund the warranty work to be
performed by Subcontractor under the Contract Documents.  Subcontractor shall be
compensated  for such warranty  work in accordance  with the terms of the Escrow
Agreement and Section  13(e) of the Asset  Purchase and Sale  Agreement  between
Contractor  and  Subcontractor.  Subcontractor  shall submit  statements  of its
portion of the Total Costs to Contractor monthly.

                                       38
                                     -197-
<PAGE>

              4.2 Compensation if 5300 MHz System.  This Section 4.2 shall apply
to this  Agreement  if and only if the 5300 MHz System is to be  installed.  For
full and complete  performance of the Work by  Subcontractor as provided in this
Agreement,  Contractor  agrees to pay to Subcontractor  all of funds received by
Contractor pursuant to the terms of the Contract Documents,  less (i) the sum of
$150,000  to be  retained  by  Contractor  (the  "Contractor  Fee") and (ii) any
brokerage fees or  commissions  due to third parties with respect to the sale to
SAROK.

              4.3 Date for Payment of Compensation. If the 5650 MHz System is to
be installed,  Contractor shall  distribute the Net Proceeds between  Contractor
and  Subcontractor  as  provided  in Section 4.1 hereof from time to time within
fifteen  (15)  days  after  receipt.  Any  interim  distributions  shall be made
proportionately   based  upon  the  Total  Costs   incurred  by  Contractor  and
Subcontractor prior to the end of the calendar month preceding such distribution
and  adjusted for the prior  distributions  already  received by the  respective
parties. The parties agree to make any final adjustments to the allocations upon
the final settlement of the Total Costs when the Work is fully completed. If the
5300 MHz System is to be installed,  Contractor  shall  distribute to itself the
Contractor Fee from the first draw on SAROK's  letter of credit upon  acceptance
of the order, pay the brokerage fees and commissions from the proceeds  received
from SAROK as they become due, and remit to Subcontractor the remaining proceeds
with fifteen (15) days after receipt.

              4.4  Expenses.  Except  as  otherwise  agreed  in this  Agreement,
Subcontractor  shall be responsible  for all costs and expenses  incident to the
performance  of  services  for  Contractor,  including  all  costs  incurred  by
Subcontractor to do business.

              4.5 Sale of Kavouras Work Product. If the 5300 MHz System is to be
installed, then Subcontractor agrees to purchase from Contractor, and Contractor
agrees to sell to  Subcontractor,  the  Kavouras  Work  Product for the purchase
price of  $400,000.00  (the  "Purchase  Price")  as  provided  in this  section.
Contractor will provide  Subcontractor with access to the premises of Contractor
for the purpose of removing the Kavouras Work Product, which removal will be the
responsibility and expense of Subcontractor. Subcontractor will pay the Purchase
Price to Contractor,  without interest,  in ten (10) equal,  consecutive monthly
payments of $40,000 each commencing on the date twenty one months after the date
of this Agreement and continuing on the same day of each month  thereafter until
fully paid;  provided,  however, the entire unpaid portion of the Purchase Price
shall be paid in full upon the sale or other  conveyance  of the  Kavouras  Work
Product  by  Subcontractor.  Subcontractor  agrees  to use its  commercial  best
efforts to sell the  Kavouras  Work  Product to a customer  and agrees  that the
Kavouras  Work Product will be the first TDR 4384 5650 MHz weather  radar system
sold by  Subcontractor.  Upon  request of  Contractor,  Subcontractor  agrees to
execute and deliver a  promissory  note to  Contractor  to evidence  the payment
obligations under this section. Contractor will convey the Kavouras Work Product
to  Subcontractor  by a warranty bill of sale;  provided that  Subcontractor  is
purchasing  the  Kavouras  Work  Product on an "as-is,  where-is"  basis with no
warranties of any kind,  express or implied,  made by Contractor with respect to
the  physical or  structural  condition  or  sufficiency  of the  Kavouras  Work
Product.

                                       39
                                     -198-
<PAGE>

                                    Article 5

                     TREATMENT OF SUBCONTRACTOR'S PERSONNEL

              5.1 Compensation of Subcontractor's Personnel. Subcontractor shall
bear  sole   responsibility  for  payment  of  compensation  to  its  personnel.
Subcontractor  shall pay and report,  for all personnel assigned to Contractor's
work,  federal and state income tax  withholding,  social  security  taxes,  and
unemployment   insurance   applicable   to  such   personnel   as  employees  of
Subcontractor.  Subcontractor  shall bear sole  responsibility for any health or
disability insurance, retirement benefits, or other welfare or pension benefits,
if any, to which such personnel may be entitled. Subcontractor agrees to defend,
indemnify,  and hold  harmless  Contractor,  Contractor's  officers,  directors,
employees and agents, and the administrators of Contractor's benefit plans, from
and against any claims,  liabilities, or expenses relating to such compensation,
tax, insurance, or benefit matters;  provided that Contractor shall (1) promptly
notify  Subcontractor  of each such claim  when and as it comes to  Contractor's
attention;  (2) cooperate  with  Subcontractor  in the defense and resolution of
such  claim;  and (3) not settle or  otherwise  dispose  of such  claim  without
Subcontractor's  prior  written  consent,  such  consent not to be  unreasonably
withheld.

              5.2  Workers'  Compensation.  Notwithstanding  any other  workers'
compensation or insurance policies maintained by Contractor, Subcontractor shall
procure and  maintain  workers'  compensation  coverage  sufficient  to meet the
statutory  requirements  of every state in which  Subcontractor's  personnel are
engaged in Contractor's work.

              5.3 State and  Federal  Taxes.  As neither  Subcontractor  nor its
personnel are  Contractor's  employees,  Contractor shall not take any action or
provide Subcontractor's  personnel with any benefits or commitments inconsistent
with any of such undertakings by Subcontractor. In particular:

              o  Contractor  will  not  withhold  FICA  (Social  Security)  from
              Subcontractor's payments.

              o Contractor will not make state or federal unemployment insurance
              contributions on behalf of Subcontractor or its personnel.

              o Contractor  will not withhold  state and federal income tax from
              payment to Subcontractor.

              o Contractor will not make disability  insurance  contributions on
              behalf of Subcontractor.

              o Contractor  will not obtain workers'  compensation  insurance on
              behalf of Subcontractor or its personnel.

                                       40
                                     -199-
<PAGE>

                                    Article 6

                              TIMING; NO ASSIGNMENT

              6.1 Time is of the  Essence.  Subcontractor  acknowledges  that it
understands the terms of the Contract  Documents and agrees that those terms are
a part of this Agreement.  If the 5650 MHz System is to be installed pursuant to
the Contract  Documents,  then Subsection  6.1(a) shall apply to this Agreement;
and  if the  5300  MHz  System  is to be  installed  pursuant  to  the  Contract
Documents, then Subsection 6.1(b) shall apply to this Agreement.

              (a)  Subcontractor  agrees  to  start  the  Work  promptly  and to
              complete the Work in accordance  with the time frames provided for
              in the  Contract  Documents.  If  Contractor  incur  any  damages,
              liquidated or otherwise,  because  Subcontractor does not complete
              the Work on time,  Subcontractor  will be  obligated  to reimburse
              Contractor  for  those  damages.  Time is of the  essence  of this
              Agreement.

              (b) Subcontractor agrees to start the Work promptly and to use its
              commercially  reasonable best efforts to complete the Work as soon
              as  practicable,  including  the delivery and  installation  of an
              interim  weather  radar  system no later  than May 1,  2000.  Such
              interim system will allow SAROK to operate with  substantially all
              of the  essential  functions to be provided by the 5300 MHz System
              until  the  5300  MHz  System  is   installed.   If  despite   the
              commercially  reasonable best efforts of Subcontractor the Work is
              not completed in accordance  with the time frames  provided for in
              the Contract  Documents,  Contractor  shall be responsible for any
              damages, liquidated or otherwise, due under the Contract Documents
              as a result of the Work not being  completed  before  December 31,
              2000,  to the extent such  damages  exceed the maximum  liquidated
              damages set forth in the  Contract  Documents,  and  Subcontractor
              will  be  obligated  to  reimburse  Contractor  for  any  damages,
              liquidated  or  otherwise,  due under the Contract  Documents as a
              result  of the  Work  being  competed  after  December  31,  2000.
              Contractor  may pay the  liquidated  damages  using  the  proceeds
              received  under the Contract  Documents  or, if such proceeds have
              already  been  paid  to  Subcontractor,   Subcontractor   will  be
              obligated to reimburse  Contractor  for such  liquidated  damages.
              Time is of the essence of this Agreement.

              6.2 No  Assignment.  Subcontractor  agrees not to assign or sublet
any of the Work without the written consent of Contractor.

                                       41
                                     -200-
<PAGE>

                                    Article 7

                       OTHER OBLIGATIONS OF SUBCONTRACTOR

              7.1 Compliance with Laws.  Subcontractor agrees to comply with all
applicable  laws and regulations  relating in any way to its  performance  under
this Agreement.  Subcontractor  shall be solely  responsible for the procurement
from  governmental  agencies of all  authorizations,  licenses,  certificates or
other approvals necessary to perform its obligations pursuant to this Agreement.
Subcontractor  shall  notify  Contractor  within  ten (10)  days of any  action,
proceeding, suit, decree or order which may adversely affect the validity of any
such authorizations, licenses, certificates or other approvals.

              7.2  Indemnification.  Subcontractor  hereby  agrees  to  protect,
defend, indemnify and save Contractor, its principals, subsidiaries, affiliates,
directors,  officers, employees, agents and attorneys free and harmless from any
and all claims, actions, suits, liabilities,  costs and expenses,  including but
not limited to reasonable attorneys' fees and costs of settlement, of any nature
arising out of: (i) the breach of any  obligations of  Subcontractor  under this
Agreement or any Work; or (ii) the negligent  performance  or failure to perform
any obligation by Subcontractor,  its agents or employees,  under this Agreement
or any Work.

                                    Article 8

                               GENERAL PROVISIONS

              8.1 Notices.  Any notices to be given hereunder by either party to
the other may be  effected  either by  personal  delivery in writing or by mail,
registered or certified,  postage prepaid with return receipt requested.  Mailed
notices  shall be  addressed  to the parties at the  addresses  appearing in the
introductory paragraph of this Agreement, but each party may change such address
by  written  notice  in  accordance  with  this  paragraph.   Notices  delivered
personally will be deemed communicated as of actual receipt. Mailed notices will
be deemed communicated as of two days after mailing.

              8.2  No   Discrimination.   Subcontractor   agrees   that  in  the
performance of this Agreement it will not discriminate or permit  discrimination
against  any  person or group of persons on the  grounds  of sex,  race,  color,
religion,  or natural origin in any manner  prohibited by the laws of the United
States.

              8.3 Entire Agreement of the Parties. This Agreement supersedes any
and all  agreements,  either  oral or written,  between the parties  hereto with
respect to the  rendering  of  services  by  Subcontractor  for  Contractor  and
contains all the  covenants and  agreements  between the parties with respect to
the  rendering  of such  services in any manner  whatsoever.  Each party to this
Agreement  acknowledges  that  no  representations,  inducements,  promises,  or
agreements,  orally or otherwise,  have been made by any party, or anyone acting
on  behalf  of any  party,  that  are not  embodied  herein,  and  that no other
agreement,  statement, or promise not contained in this Agreement shall be valid
or binding.  Any  modification of this Agreement will be effective only if it is
in writing signed by the party to be charged.

                                       42
                                     -201-
<PAGE>

              8.5 Partial Invalidity. If any provision in this Agreement is held
by a court of competent jurisdiction to be invalid, void, or unenforceable,  the
remaining  provisions  will  nevertheless  continue in full force  without being
impaired or invalidated in any way.

              8.6 Parties in Interest.  This  Agreement is  enforceable  only by
Subcontractor and Contractor.  The terms of this Agreement are not a contract or
assurance regarding compensation,  continued employment,  or benefit of any kind
to any of  Subcontractor's  personnel  assigned  to  Contractor's  work,  or any
beneficiary of any such  personnel,  and no such  personnel,  or any beneficiary
thereof,  shall be a third-party  beneficiary  under or pursuant to the terms of
this Agreement.

              8.7  Governing  Law.  This  Agreement  will  be  governed  by  and
construed in accordance with the laws of the State of Minnesota.

              8.8 Successors.  This Agreement shall inure to the benefit of, and
be binding upon,  Subcontractor  and Contractor,  their successors and permitted
assigns.

              8.9  Independent  Contractor  Status.  It is the  intention of the
parties that  Subcontractor  be an  independent  contractor and not an employee,
agent, joint venturer, or partner of Contractor. Nothing in this Agreement shall
be  interpreted or construed as creating or  establishing  the  relationship  of
employer  and  employee  between  Contractor  and  either  Subcontractor  or any
employee  or agent of  Subcontractor.  Subcontractor  shall  retain the right to
perform work for others  during the terms of this  Agreement.  Contractor  shall
retain the right to cause work of the same or a different  kind to be  performed
by its own personnel or other contractors during the term of this Agreement.

Subcontractor:

Radtec Engineering, Inc.


By: /s/Dennis Treddenick
    -------------------------
    Dennis Treddenick
    Title:  Vice President

Social Security or Taxpayer

Identification Number 84-124-9773
                                       43
                                     -202-
<PAGE>

Kavouras, Inc.


By: /s/ Laura Burrow
    --------------------------
    Laura Burrow

    Title:  Vice President

                                       44
                                     -203-
<PAGE>

                                    EXHIBIT F

                                ESCROW AGREEMENT

         THIS ESCROW  AGREEMENT  ("Escrow  Agreement") is made this December 13,
1999, by and among KAVOURAS, INC., a Minnesota corporation ("Kavouras"),  RADTEC
ENGINEERING, INC., a Colorado corporation ("Radtec"), and First National Bank of
Omaha ("Escrow Agent").

         All  capitalized  terms used herein and not  otherwise  defined  herein
shall have the meanings given them, respectively, in the Asset Purchase and Sale
Agreement (the "Asset Purchase  Agreement") dated December 8, 1999, as it may be
amended, among Kavouras and Radtec.

                                    RECITALS:

         A. This  Escrow  Agreement  is  entered  into in  conjunction  with the
closing of the Asset Purchase Agreement, effective this date, and as required by
Section 13(e) of the Asset Purchase Agreement.

         B. Pursuant to Section 13(e) of the Asset Purchase Agreement,  Kavouras
has paid the sum of One Hundred  Eighty Five Thousand  Dollars  ($185,000)  (the
"Escrow  Funds") to Escrow Agent to be held and distributed by Escrow Agent upon
the terms and conditions set forth in this Escrow Agreement.

         NOW,  THEREFORE,  in consideration of the above recitals and the mutual
agreements  set forth in this  Escrow  Agreement,  the parties  hereto  agree as
follows:

                               ARTICLE I - ESCROW

         1.1 Deposit of Escrow  Funds.  Pursuant  to Section  13(e) of the Asset
Purchase  Agreement,  Kavouras has  delivered to Escrow Agent the Escrow  Funds.
Escrow Agent hereby acknowledges receipt of the Escrow Funds. Escrow Agent shall
place the Escrow Funds in a segregated account (the "Escrow Account").  Pursuant
to Section 13(e) of the Asset Purchase  Agreement,  Kavouras and Radtec may from
time to time deliver  additional funds to Escrow Agent for deposit in the Escrow
Account,  which  funds  shall be  considered  part of the  Escrow  Funds for all
purposes.  Any  earnings in respect of the Escrow  Funds shall be solely for the
account of Kavouras,  shall not be  considered a part of the Escrow  Funds,  and
shall be distributed to Kavouras from time to time at its request.

         1.2 Purpose of Escrow. The Escrow Funds are to be distributed to Radtec
from time to time as reimbursement  for warranty  services (labor and materials)
performed by Radtec  under  certain of Kavouras'  customer  contracts,  with any
remaining funds relating to a contract being distributed equally to Kavouras and
Radtec upon completion of the applicable warranty period, all in accordance with
Section 13(e) of the Asset Purchase Agreement.

                                       45
                                     -204-
<PAGE>

         1.3 Duration of Escrow. The Escrow Agent shall hold the Escrow Funds in
the Escrow  Account until  authorized or directed  hereunder to deliver all or a
portion  thereof as  provided  in  Section  1.4.  This  Escrow  Agreement  shall
terminate  when the Escrow  Agent shall have  delivered  all of the Escrow Funds
pursuant to Section 1.4.

         1.4  Application  or Release of Escrow  Funds.  The Escrow  Agent shall
deliver the Escrow Funds from time to time pursuant to Sections 1.4.1, 1.4.2 and
1.4.3.

         1.4.1  Payment of Warranty  Services.  The Escrow  Agent shall  deliver
funds from the Escrow Funds to Radtec in payment of warranty  services  rendered
by Radtec within five (5) business days after receipt of any of the following:

              (a) A statement signed by Kavouras stating that  reimbursement for
         warranty  services  rendered by Radtec  shall be paid out of the Escrow
         Funds, indicating the amount to be applied to payment of such services;
         or

              (b) An award rendered by an arbitrator, pursuant to an arbitration
         conducted in accordance  with Section  1.4.4 of this Escrow  Agreement,
         directing that  reimbursement  for warranty services rendered by Radtec
         shall be paid out of the Escrow Funds in accordance  with Section 13(e)
         of the Asset Purchase Agreement, indicating the amount to be applied to
         payment of such services; or

              (c) An order of a court of competent  jurisdiction,  which has not
         been appealed within the applicable  time period or is  non-appealable,
         directing that  reimbursement  for warranty services rendered by Radtec
         shall be paid out of the Escrow Funds in accordance  with Section 13(e)
         of the Asset Purchase Agreement, indicating the amount to be applied to
         payment of such services.

         1.4.2  Interim  Payments.  The Escrow Agent shall  deliver from time to
time  equally to  Kavouras  and Radtec  from the Escrow  Funds  within  five (5)
business days after receipt of a joint  statement  signed by Kavouras and Radtec
stating the amount to be paid to them from  excess  Escrow  Funds  relating to a
certain  contract upon completion of the warranty period in connection with such
contract in accordance with Section 13(e) of the Asset Purchase Agreement.

         1.4.3  Release  of Escrow  Funds.  Unless a dispute  has  already  been
referred to  arbitration  by written  notice  pursuant to Section  1.4.4(b),  on
December 31, 2003, the Escrow Agent shall release equally to Kavouras and Radtec
from the Escrow Funds the  remaining  amount of Escrow Funds then held by Escrow
Agent.

                                       46
                                     -205-
<PAGE>

         1.4.4 Resolution of Dispute.

              (a) Good Faith  Efforts.  It is agreed  that  Kavouras  and Radtec
         shall endeavor to reach agreement with respect to any  reimbursement to
         Radtec for  warranty  services  rendered in  accordance  with the Asset
         Purchase  Agreement  as soon as  practicable  after  Radtec  submits to
         Kavouras an application  for  reimbursement.  In  furtherance  thereof,
         Kavouras and Radtec  agree that they shall  negotiate in good faith and
         use all  reasonable  efforts to agree upon the rights of the respective
         parties with respect to payment of such warranty services.  If Kavouras
         and Radtec so agree, a statement  setting forth such agreement shall be
         furnished  to the  Escrow  Agent by  Kavouras  as  provided  in Section
         1.4.1(a).

              (b)  Submission  to  Arbitration.  If Kavouras and Radtec have not
         reached  final  agreement  upon such  claim  for  payment  of  warranty
         services,  as evidenced by Kavouras  signing and  delivering  to Escrow
         Agent a statement in  accordance  with Section  1.4.1(a)  setting forth
         such  agreement,  then such dispute shall be settled by  arbitration in
         Omaha,  Nebraska,  before a single arbitrator  pursuant to the rules of
         the American Arbitration  Association.  Arbitration may be commenced at
         any time by any party hereto giving  written notice to each other party
         to a dispute that such dispute has been referred to  arbitration  under
         this Section 1.4.4. With respect to all matters referred to arbitration
         under this Section 1.4.4,  Kavouras and Radtec shall use all reasonable
         efforts to obtain  expeditious  arbitration.  The  arbitrator  shall be
         selected by the joint agreement of Kavouras and the Radtec, but if they
         do not so agree  within  twenty  (20) days after the date of the notice
         referred to above, the selection shall be made pursuant to the rules of
         the  Association  from the  panel  of  arbitrators  maintained  by such
         Association.  Any award rendered by the arbitrator  shall be conclusive
         and binding upon the parties hereto;  provided,  however, that any such
         award  shall be  accompanied  by a written  opinion  of the  arbitrator
         giving the reasons for the award.  This provision for arbitration shall
         be  specifically  enforceable  by the parties  and the  decision of the
         arbitrator in accordance  herewith shall be final and binding and there
         shall be no right of appeal  therefrom.  Each  party  shall pay its own
         expenses of  arbitration  and the expenses of the  arbitrator  shall be
         equally  shared;  provided,  however,  that  if in the  opinion  of the
         arbitrator any claim for payment of warranty services or any defense or
         objection thereto was unreasonable,  the arbitrator may assess, as part
         of his award, all or any part of the arbitration  expenses of the other
         party  (including  reasonable  attorneys'  fees) and of the  arbitrator
         against  the  party  raising  such  unreasonable   claim,   defense  or
         objection.

                                       47
                                     -206-
<PAGE>

                     ARTICLE II - INVESTMENT OF ESCROW FUNDS

         2.1 Types of  Investments.  Subject to the conditions set forth in this
Section 2.1 and any conditions imposed by Escrow Agent,  Kavouras may direct the
investment  of the Escrow  Funds from time to time.  The Escrow  Funds  shall be
invested  in  interest   bearing   accounts  or  certificates  of  deposit  with
appropriate  maturity dates to satisfy the  anticipated  release of Escrow Funds
pursuant to this Escrow Agreement.

                           ARTICLE III - MISCELLANEOUS

         3.1 Fees and Expenses.  The Escrow Agent shall be paid at its published
rates  from  time  to time  as  compensation  for  its  services  hereunder  and
reimbursed for all expenses,  including counsel fees,  reasonably incurred by it
in connection  with the  performance  of its duties and  obligations  under this
Escrow  Agreement.  Such  compensation  shall be paid  one-half by Kavouras  and
one-half by Radtec.

         3.2 Limitation of Liability of Escrow Agent. The Escrow Agent shall not
be responsible  for the genuineness of any certificate or signature and may rely
conclusively upon and shall be protected when acting upon any notice, affidavit,
request, consent, instruction,  check or other instrument believed by it in good
faith to be genuine or to be signed or  presented  by the proper  person or duly
authorized or properly  made.  The Escrow Agent shall not be bound in any way by
any agreement  between  Kavouras and Radtec (whether or not the Escrow Agent has
knowledge thereof) and the only duties and  responsibilities of the Escrow Agent
shall be to hold the Escrow Funds received  hereunder and to deliver and release
such Escrow Funds in  accordance  with the terms of this Escrow  Agreement.  The
Escrow Agent shall not be  responsible  or liable for any act or omission on its
part in the  performance  of its duties as Escrow  Agent  under  this  Agreement
except to the  extent  such act or  omission  constitutes  bad faith or fraud or
gross negligence or willful misconduct.  The Escrow Agent may consult with legal
counsel in the event of any dispute or question as to the construction of any of
the  provisions  of this Escrow  Agreement or its duties  hereunder and it shall
incur no liability and shall be fully protected in acting in accordance with the
advice of such  counsel.  Kavouras  and  Radtec  each agree to  indemnify,  hold
harmless and defend Escrow Agent,  as to one-half each, from and against any and
all losses, claims, liabilities and reasonable expenses of its counsel, which it
may incur  hereunder  or in  connection  herewith,  except such as shall  result
solely  and  directly  from  Escrow  Agent's  own gross  negligence  or  willful
misconduct.

                                       48
                                     -207-
<PAGE>

         3.3  Successor  Escrow  Agent.  The  Escrow  Agent  may  resign  and be
discharged  from its  duties  hereunder  at any time by  giving  notice  of such
resignation to Kavouras and Radtec  specifying a date (not less than thirty (30)
days after the giving of such notice) when such  resignation  shall take effect.
Promptly  after  such  notice,  Kavouras  and  Radtec  shall  appoint a mutually
agreeable  successor escrow agent,  such successor escrow agent to become Escrow
Agent hereunder upon the resignation date specified in such notice.  If Kavouras
and Radtec are unable to agree upon a successor  escrow agent within thirty (30)
days after such  notice,  the Escrow  Agent  shall  continue  to serve until its
successor  accepts the escrow and  receives the Escrow Funds or until the Escrow
Agent deposits the Escrow Funds with a court of competent jurisdiction. Kavouras
and Radtec  may agree at any time to  substitute  a new  escrow  agent by giving
fifteen (15) days' written notice  thereof to the Escrow Agent then acting.  Any
successor  escrow agent appointed  hereunder shall be a bank or trust company or
escrow company located in Omaha, Nebraska.

         3.4 Non-Limitation of Liability. Nothing in this Escrow Agreement shall
be construed to limit the liability of the parties  hereto for any breach of the
warranties,  representations or covenants of the Asset Purchase Agreement to the
amount of the Escrow Funds or for the duration of this Escrow Agreement.

         3.5 Notices. Any notice, request, demand, waiver, consent,  approval or
other communication which is required or permitted hereunder shall be in writing
and shall be deemed given only if delivered personally or sent by telegram or by
registered mail, postage prepaid, as follows:

         (a)      If to Kavouras, to:

                           Kavouras, Inc.
                           11400 Rupp Drive
                           Burnsville, Minnesota 55337
                           Attention:  Laura Burrow

                  With a required copy to:

                           Abrahams, Kaslow & Cassman
                           8712 West Dodge Road

                           Suite 300
                           Omaha, Nebraska 68114
                           Attention:  R. Craig Fry

                                       49
                                     -208-
<PAGE>

         (b)      If Radtec, to:

                           Radtec Engineering, Inc.
                           2150 West 6th Avenue, Unit D
                           Broomfield, CO  80020
                           Larry G. Davis


         (c)      If to Escrow Agent, to:

                           First National Bank of Omaha
                           Trust Department
                           One First National Center
                           Omaha, NE  68102-1596
                           John E. Lenihan


or to such other address as the  addressee  may have  specified in a notice duly
given to the sender as provided herein. Such notice,  request,  demand,  waiver,
consent, approval or other communication will be deemed to have been given as of
the date so delivered, telegraphed or mailed.

         3.6 Binding Effect. In accordance with its terms, this Escrow Agreement
shall be binding upon and inure to the benefit of the respective  successors and
assigns of Kavouras, Radtec and the Escrow Agent.

         3.7  Governing  Law. This Escrow  Agreement  shall be  interpreted  and
enforced  in  accordance  with the laws of the  State  of  Minnesota  applicable
thereto.

         3.8 Acceptance by Escrow Agent. By its signature below, the undersigned
Escrow Agent hereby agrees to act as Escrow Agent under this Escrow Agreement.

         3.9   Counterparts.   This   Agreement   may  be  executed  in  several
counterparts, each of which will be deemed to be an original, and which together
will constitute but one and the same instrument.

         3.10  Capitalized   Terms.   Unless  otherwise   defined  herein,   all
capitalized  terms used herein shall have the meaning given to such terms in the
Asset Purchase Agreement.

         3.11 Controlling Provisions.  This Escrow Agreement may contain certain
provisions which are additional to or different from the provisions in the Asset
Purchase  Agreement.  In the event of any  perceived  conflict or silence on any
particular issue which is the subject of this Escrow  Agreement,  the provisions
of this Escrow  Agreement shall control over Section 13(e) of the Asset Purchase
Agreement.

                            [Signature page follows]


                                       50
                                     -209-
<PAGE>



         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Escrow
Agreement to be signed as of the date first above written.

                                         KAVOURAS, INC., a Minnesota corporation


                                         By:/s/ Laura Burrow
                                            ----------------------------
                                            Laura Burrow, Vice President



                                         RADTEC ENGINEERING, INC.,
                                         a Colorado corporation

                                         By: /s/Dennis Treddenick
                                             ---------------------------
                                             Dennis Treddenick, President

                                         (Escrow Agent)


                                         By: John E.Lenihan


                                       51
                                      -210-