Exhibit 10.1


                         COMMON STOCK PURCHASE AGREEMENT

                                 BY AND BETWEEN

                       CRYSTALIX GROUP INTERNATIONAL, INC.
                             (A NEVADA CORPORATION)

                                       AND

                             LAZER-TEK DESIGNS, INC.
                             (A NEVADA CORPORATION)

                                       AND

                             LAZER-TEK DESIGNS, LTD.
                             (A NEVADA CORPORATION)

                                       AND

                           LENA WALTHER, AN INDIVIDUAL
<PAGE>
                                TABLE OF CONTENTS

                                                                           Page:

ARTICLE 1.    DEFINITIONS......................................................1

ARTICLE 2     SALE AND PURCHASE OF CRYSTALIX SHARES............................5
     2.1      Sale and Purchase of CRYSTALIX Shares............................5
     2.2      Issuance and Transfer of Shares..................................5
     2.2.1    Ryan's Shares....................................................6
     2.3      Closing..........................................................6
     2.4      Delivery to CRYSTALIX............................................6
     2.5      Delivery of the CRYSTALIX Shares.................................7
     2.6      Further Assurances...............................................7
     2.7      Pledge Agreement.................................................7
     2.8      Assumed Liabilities..............................................7
     2.9      Excluded Liabilities.............................................7

ARTICLE 3     REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER AND
              LAZER-TEK DESIGNS, INC...........................................8
     3.1      Corporate Status.................................................8
     3.2      Authorization....................................................8
     3.3      Consents and Approvals...........................................8
     3.4      Capitalization and Stock Ownership...............................8
     3.5      Financial Statements.............................................8
     3.6      Title to Lazer-Tek Designs, Inc. Assets and Related Matters......9
     3.7      Real Property....................................................9
     3.8      Certain Personal Property........................................9
     3.9      Non-Real Estate Leases...........................................9
     3.10     Sales Deposits..................................................10
     3.11     Inventory.......................................................10
     3.12     Absence of Undisclosed Liabilities..............................10
     3.13     Taxes...........................................................10
     3.14     Subsidiaries....................................................10
     3.15     Legal Proceedings and Compliance with Law.......................10
     3.16     Contracts.......................................................10
     3.17     Patents and Other Intellectual Property.........................12
     3.18     Employee Relations..............................................12
     3.19     Benefit Plans...................................................12
     3.20     Corporate Records...............................................12
     3.21     Absence of Certain Changes......................................12
     3.22     Previous Sales; Warranties......................................13
     3.23     Customers and Licensees ........................................13
     3.24     Finder's Fees...................................................13
     3.25     Purchase Entirely for Own Account...............................14
<PAGE>
     3.26     Restricted Securities...........................................14
     3.27     Accuracy of Information.........................................14

ARTICLE 4     REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER AND
              LAZER-TEK DESIGNS, LTD..........................................14
     4.1      Corporate Status................................................14
     4.2      Authorization...................................................15
     4.3      Consents and Approvals..........................................15
     4.4      Capitalization and Stock Ownership..............................15
     4.5      Financial Statements............................................15
     4.6      Title to Lazer-Tek Designs, Ltd. Assets and Related Matters.....15
     4.7      Real Property...................................................16
     4.8      Certain Personal Property.......................................16
     4.9      Non-Real Estate Leases..........................................16
     4.10     Sales Deposits..................................................16
     4.11     Inventory.......................................................16
     4.12     Absence of Undisclosed Liabilities..............................16
     4.13     Taxes...........................................................17
     4.14     Subsidiaries....................................................17
     4.15     Legal Proceedings and Compliance with Law.......................17
     4.16     Contracts.......................................................17
     4.17     Patents and Other Intellectual Property.........................18
     4.18     Employee Relations..............................................19
     4.19     Benefit Plans...................................................19
     4.20     Corporate Records...............................................19
     4.21     Absence of Certain Changes......................................19
     4.22     Previous Sales; Warranties......................................20
     4.23     Customers and Licensees ........................................20
     4.24     Finder's Fees...................................................20
     4.25     Purchase Entirely for Own Account...............................20
     4.26     Restricted Securities...........................................20
     4.27     Accuracy of Information.........................................21

ARTICLE 5.    REPRESENTATIONS AND WARRANTIES OF CRYSTALIX.....................21
     5.1      Corporate Status................................................21
     5.2      Authorization...................................................21
     5.3      Consents and Approvals..........................................21
     5.4      Capitalization and Stock Ownership..............................22
     5.5      Financial Statements............................................22
     5.6      Title to CRYSTALIX Assets and Related Matters...................22
     5.7      Real Property...................................................22
     5.8      Certain Personal Property.......................................22
     5.9      Non-Real Estate Leases..........................................23
     5.10     Sales Deposits..................................................23
     5.11     Inventory.......................................................23
<PAGE>
     5.12     Absence of Undisclosed Liabilities..............................23
     5.13     Taxes...........................................................23
     5.14     Subsidiaries....................................................23
     5.15     Legal Proceedings and Compliance with Law.......................23
     5.16     Contracts.......................................................24
     5.17     Patents and Other Intellectual Property.........................25
     5.18     Employee Relations..............................................25
     5.19     Benefit Plans...................................................25
     5.20     Corporate Records...............................................25
     5.21     Absence of Certain Changes......................................25
     5.22     Previous Sales; Warranties......................................26
     5.23     Customers.......................................................26
     5.24     Finder's Fees...................................................26
     5.25     Accuracy of Information.........................................26

ARTICLE 6     COVENANTS OF LAZER-TEK DESIGNS, INC.............................27
     6.1      Operation of the Lazer-Tek Designs, Inc. Business...............27
     6.2      Stockholder Meeting.............................................27
     6.3      Access..........................................................27
     6.4      No Other Negotiations...........................................28
     6.5      Maintenance of the Lazer-Tek Designs, Inc. Assets...............28
     6.6      Employees and Business Relations................................28
     6.7      Confidentiality.................................................28
     6.8      Fulfillment of Conditions.......................................29
     6.9      Disclosure of Certain Matters...................................29
     6.10     Satisfaction of Liabilities.....................................29
     6.11     No Violation of Securities Laws.................................29
     6.12     Expenses........................................................29

ARTICLE 7     COVENANTS OF LAZER-TEK DESIGNS, LTD.............................29
     7.1      Operation of the Lazer-Tek Designs, Ltd. Business...............29
     7.2      Stockholder Meeting.............................................30
     7.3      Access..........................................................30
     7.4      No Other Negotiations...........................................30
     7.5      Maintenance of the Lazer-Tek Designs, Ltd. Assets...............31
     7.6      Employees and Business Relations................................31
     7.7      Confidentiality.................................................31
     7.8      Fulfillment of Conditions.......................................31
     7.9      Disclosure of Certain Matters...................................32
     7.10     Satisfaction of Liabilities.....................................32
     7.11     No Violation of Securities Laws.................................32
     7.12     Expenses........................................................32

ARTICLE 8     COVENANTS OF CRYSTALIX..........................................32
     8.1      Operation of the CRYSTALIX Business.............................32
     8.2      Access..........................................................33
<PAGE>
     8.3      No Other Negotiations...........................................33
     8.4      Maintenance of CRYSTALIX Assets.................................33
     8.5      Employees and Business Relations................................33
     8.6      Confidentiality.................................................33
     8.7      Expenses........................................................34
     8.8      Fulfillment of Conditions.......................................34
     8.9      Board of Directors Meeting......................................34
     8.10     Disclosure of Certain Matters...................................34

ARTICLE 9     CONDITIONS PRECEDENT TO THE TRANSACTIONS........................34
     9.1      Conditions to Obligations of CRYSTALIX..........................34
     9.2      Conditions to Obligations of LAZER-TEK..........................36

ARTICLE 10    INDEMNIFICATION.................................................36

ARTICLE 11    TERMINATION.....................................................37
     11.1     Grounds for Termination.........................................37
     11.2     Effect of Termination...........................................38

ARTICLE 12    CONTENTS OF AGREEMENT, AMENDMENT, PARTIES IN INTEREST,
              ASSIGNMENT, ETC.................................................38

ARTICLE 13    INTERPRETATION..................................................38

ARTICLE 14    NOTICES.........................................................39

ARTICLE 15    GOVERNING LAW...................................................39

ARTICLE 16    COUNTERPARTS....................................................40

ARTICLE 17    SURVIVAL OF REPRESENTATIONS AND WARRANTIES......................40

ARTICLE 18    REMEDIES CUMULATIVE.............................................40

ARTICLE 19    SEVERABILITY....................................................40

ARTICLE 20    BULK TRANSFER...................................................41

ARTICLE 21    ARBITRATION.....................................................41

EXHIBITS:

A    FORM OF $1,000,000 PROMISSORY NOTE
B    FORM OF RYAN PROMISSORY NOTE
<PAGE>
C    SECURITY AGREEMENT
D    WALTHER LOCK-UP LETTER
E    RYAN LOCK-UP LETTER
F    WALTHER EMPLOYMENT AGREEMENT
G    LEE EMPLOYMENT AGREEMENT
H    PLEDGE AND SECURITY AGREEMENT

SCHEDULES:

LAZER-TEK DESIGNS, INC.:

     2.02(a) CRYSTALIX Share Recipients
     2.02(b) Use of Proceeds for $1,000,000 Promissory Note
     3.02    Unanimous Written Consent of the Board of Directors and Stockholder
     3.03    Consents
     3.05    Lazer-Tek Designs, Inc. Financial Statements
     3.06    Encumbrances on Assets of Lazer-Tek Designs, Inc.
     3.07    Real Property Owned and/or Leased by Lazer-Tek Designs, Inc.
     3.08    Personal Property Owned by Lazer-Tek Designs, Inc.
     3.09    Non-Real Estate Leases of Lazer-Tek Designs, Inc.
     3.10    Sales Deposits of Lazer-Tek Designs, Inc.
     3.12    Liabilities of Lazer-Tek Designs, Inc.
     3.13    Taxes of Lazer-Tek Designs, Inc.
     3.15    Litigation Against Lazer-Tek Designs, Inc.
     3.16    Contracts of Lazer-Tek Designs, Inc.
     3.16(b) Defaults
     3.17    Intellectual Property of Lazer-Tek Designs, Inc.
     3.18    Employee Relations
     3.20    Benefit Plans
     3.21    Compensation
     3.23    Customer and Licensees of Lazer-Tek Designs, Inc.

LAZER-TEK DESIGNS, LTD.:

     4.02    Unanimous Written Consent of the Board of Directors and Stockholder
     4.03    Consents
     4.04    Financial Statements of Lazer-Tek Designs, Ltd.
     4.06    Encumbrances on Assets of Lazer-Tek Designs, Ltd.
     4.07    Real Property Owned and/or Leased by Lazer-Tek Designs, Ltd.
     4.08    Personal Property Owned by Lazer-Tek Designs, Ltd.
     4.09    Non-Real Estate Leases of Lazer-Tek Designs, Ltd.
     4.10    Sales Deposits of Lazer-Tek Designs, Ltd.
     4.12    Liabilities of Lazer-Tek Designs, Ltd.
     4.13    Taxes of Lazer-Tek Designs, Ltd.
     4.15    Litigation Against Lazer-Tek Designs, Ltd.
<PAGE>
     4.16    Contracts of Lazer-Tek Designs, Ltd.
     4.16(b) Defaults
     4.17    Intellectual Property of Lazer-Tek Designs, Ltd.
     4.18    Employee Relations
     4.20    Benefit Plans
     4.21    Compensation
     4.23    Customers and Licensees of Lazer-Tek Designs, Ltd.

CRYSTALIX:

     5.02    Unanimous Written Consent of the Board of Directors
     5.03    Consents
     5.04    Capitalization and Stock Ownership
     5.06    Assignment of Leases
     5.07    Real Property
     5.08    Personal Property
     5.10    Sales Deposits
     5.12    Liabilities
     5.13    Taxes
     5.15    Litigation
     5.16    Contracts
     5.16(b) Defaults
     5.17    Intellectual Property
     5.18    Employee Relations
     5.20    Benefit Plans
     5.21    Compensation
     5.23    Customers
<PAGE>
                         COMMON STOCK PURCHASE AGREEMENT

     THIS COMMON STOCK PURCHASE  AGREEMENT (THE  "AGREEMENT") is made as of this
23rd day of December 2002, by and among CRYSTALIX GROUP  INTERNATIONAL,  INC., a
Nevada corporation ("CRYSTALIX"), as party of the first part, LAZER-TEK DESIGNS,
INC., a Nevada  corporation  ("LDTI");  and  LAZER-TEK  DESIGNS,  LTD., a Nevada
corporation ("LTDL"),  as parties of the second part,  hereinafter LDTI and LDTL
will  collectively  referred to herein as  "LAZER-TEK");  and LENA  WALTHER,  an
individual  (hereinafter  referred to as the  "Stockholder").  Certain terms are
used herein as defined below in Article I or elsewhere in this Agreement.

                                    RECITALS

     WHEREAS,  CRYSTALIX is a publicly traded reporting  company with its common
stock  trading on the OTC.BB and is looking to acquire  the stock of  LAZER-TEK;
and

     WHEREAS,  LAZER-TEK has obtained the unanimous written consent of its Board
of Directors and its  Stockholder to enter into this Agreement to be acquired by
CRYSTALIX; and

     WHEREAS,  Stockholder owns all of the outstanding shares of Common Stock of
LAZER-TEK (the "LAZER-TEK Shares").

     WHEREAS,  after  good  faith  negotiations,  CRYSTALIX,  LAZER-TEK  and the
Stockholder  has agreed upon certain terms and conditions  which will govern the
sale of the  LAZER-TEK  Shares to  CRYSTALIX  and have set forth these terms and
conditions in this Agreement.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration of the respective  covenants  contained
herein and intending to be legally bound hereby, and for other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     For convenience, certain terms used in more than one part of this Agreement
are listed in alphabetical order and defined or referred to below (such terms as
well as any other terms  defined  elsewhere in this  Agreement  shall be equally
applicable to both the singular and plural forms of the terms defined).

                                       1
<PAGE>
     "Affiliates" means, with respect to a particular party, persons or entities
controlling,  controlled by or under common  control with that party,  including
but not  limited  to any  officers,  directors  of that  party  and of its other
Affiliates  and any  entity in which  that party owns more than 5% of the voting
securities on a fully diluted basis.

     "Agreement" means this Agreement and the exhibits and schedules hereto.

     "Benefit  Plans"  means all  employee  benefit  plans of a party within the
meaning of Section 3(3) of ERISA and any related or separate  Contracts,  plans,
trusts, programs, policies, arrangements, practices, customs and understandings,
in each case whether formal or informal, that provide benefits of economic value
to any present or former employee of a party, or present or former  beneficiary,
dependent or assignee of any such employee or former employee.

     "Charter   Documents"   means  an  entity's   certificate  or  articles  of
incorporation,  certificate  defining the rights and  preferences of securities,
articles of organization,  general or limited partnership agreement, certificate
of limited  partnership,  joint venture agreement or similar document  governing
the entity.

     "Closing" means the Closing on the Transactions.

     "Closing Date" is defined in Section 2.3.

     "Code"  means  the  Internal  Revenue  Code of 1986,  as  amended,  and the
Regulations promulgated thereunder.

     "Contract" means any written or oral contract, agreement, lease, instrument
or  other  commitment  that is  binding  on any  Person  or its  property  under
applicable law.

     "Court Order" means any judgment,  decree,  injunction,  order or ruling of
any federal, state, local or foreign court or governmental or regulatory body or
authority that is binding on any Person or its property under applicable law.

     "CRYSTALIX Common Stock" means the 300,000,000  authorized shares of Common
Stock of CRYSTALIX, $0.001 par value per share.

     "CRYSTALIX  Series A Preferred Stock" shall mean the 10,000,000  authorized
shares of Series A  Preferred  Stock of  CRYSTALIX,  $0.001 par value per share,
each of which is convertible into ten (10) shares of CRYSTALIX Common Stock.

     "CRYSTALIX  Series B Preferred  Stock" shall mean the 5,000,000  authorized
shares of Series B Preferred Stock of CRYSTALIX, $0.001 per value per share.

     "CRYSTALIX  Shares"  means  the  shares  of  CRYSTALIX  Common  Stock to be
provided in connection with the Transactions.

                                       2
<PAGE>
     "Default"  means (i) a breach,  default or violation or (ii) the occurrence
of an event that with the  passage  of time or the  giving of  notice,  or both,
would constitute a breach, default or violation.

     "Encumbrances"  means  any  lien,  mortgage,   security  interest,  pledge,
restriction  on  transferability,  defect  of title or other  claim,  charge  or
encumbrance of any nature whatsoever on any property or property interest.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended.

     "GAAP" means United States generally accepted accounting principles.

     "Governmental   Permits"   means  all   governmental   permits,   licenses,
registrations, certificates of occupancy, approvals and other authorizations.

     "Intellectual Property" is defined in Section 3.17.

     "IRS" means the Internal Revenue Service.

     "LAZER-TEK  DESIGN,  INC.  Assets"  means  all of the  assets,  properties,
claims, contracts,  goodwill and rights of every kind and description,  real and
personal,  tangible and intangible,  wherever situated, whether or not reflected
in the most recent financial  statements,  that LAZER-TEK has a right,  title or
interest  to or in and  whether  or  not  used  by  LAZER-TEK  in the  LAZER-TEK
Business.

     "LAZER-TEK  DESIGN,  LTD.  Assets"  means  all of the  assets,  properties,
claims, contracts,  goodwill and rights of every kind and description,  real and
personal,  tangible and intangible,  wherever situated, whether or not reflected
in the most recent financial  statements,  that LAZER-TEK has a right,  title or
interest  to or in and  whether  or  not  used  by  LAZER-TEK  in the  LAZER-TEK
Business.

     "LAZER-TEK DESIGN, INC. Balance Sheet" is defined in Section 3.5.

     "LAZER-TEK DESIGN, LTD. Balance Sheet" is defined in Section 4.5.

     "LAZER-TEK DESIGN, INC. Balance Sheet Date" is defined in Section 3.5.

     "LAZER-TEK DESIGN, LTD. Balance Sheet Date" is defined in Section 4.5.

     "LAZER-TEK DESIGN, INC. Business" means the entire business, operations and
facilities of LAZER-TEK unless otherwise specified.

                                       3
<PAGE>
     "LAZER-TEK DESIGN, LTD. Business" means the entire business, operations and
facilities of LAZER-TEK unless otherwise specified.

     "LAZER-TEK  DESIGNS,  INC.  Common  Stock" means the  10,000,000  shares of
authorized Common Stock of LAZER-TEK DESIGNS,  INC., with par value of $0.001per
share.

     "LAZER-TEK  DESIGNS,  LTD. Common Stock" means the 100 shares of authorized
shares of Common Stock of LAZER-TEK DESIGNS,  LTD., with par value of $0.001 per
share.

     "LAZER-TEK  Disclosure" means the Disclosure Schedule provided by LAZER-TEK
in connection with this Agreement.

     "LAZER-TEK DESIGNS, INC. Financial Statements" is defined in Section 3.5.

     "LAZER-TEK DESIGNS, LTD. Financial Statements" is defined in Section 4.5.

     "LAZER-TEK DESIGNS, INC. Stockholder Meeting" is defined in Section 6.2.

     "LAZER-TEK DESIGNS, LTD. Stockholder Meeting" is defined in Section 7.2.

     "LAZER-TEK's   knowledge"  or  "CRYSTALIX's  knowledge"  means  the  actual
knowledge  of LAZER-TEK or  CRYSTALIX,  as the case may be, or of any  director,
officer or other  employee of LAZER-TEK  or  CRYSTALIX,  respectively,  and such
knowledge as any of the foregoing should have obtained upon reasonable inquiry.

     "LAZER-TEK  Shares"  means  all  of the  outstanding  shares  of  LAZER-TEK
DESIGNS, INC. Common Stock and LAZER-TEK DESIGNS, LTD. Common Stock.

     "Liability"   means  any  direct  or  indirect   liability,   indebtedness,
obligation, expense, claim, loss, damage, deficiency, guaranty or endorsement of
or by any Person, absolute or contingent, accrued or unaccrued, due or to become
due, liquidated or unliquidated.

     "Litigation"  means any lawsuit,  action,  arbitration,  administrative  or
other proceeding, criminal prosecution or governmental investigation or inquiry.

     "Material  Adverse Effect" means a material adverse effect on the financial
condition,  results of operations,  liquidity,  products,  competitive position,
customers and customer relations of any Representing Party.

     "Minor Contracts" is defined in Section 3.16(a).

     "NGCL" means the Nevada General Corporation Law.

     "Non-Real Estate Leases" is defined in Section 3.9.

                                       4
<PAGE>
     "Ordinary  Course" or  "ordinary  course of  business"  means the  ordinary
course of business that is consistent with past practices.

     "Person"   means   any   natural    person,    corporation,    partnership,
proprietorship, association, trust or other legal entity.

     "Real Property" is defined in Section 3.7.

     "Regulation" means any statute, law, ordinance,  regulation,  order or rule
of any federal, state, local, foreign or other governmental agency or body or of
any other type of  regulatory  body,  including  those  covering  food and drug,
environmental,  energy, safety, health, transportation,  bribery, recordkeeping,
zoning, antidiscrimination, antitrust, wage and hour, and price and wage control
matters.

     "Required Consents" is defined in Section 3.3.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
Regulations promulgated thereunder.

     "Termination Date" is defined in Section 9.1(b).

     "Transaction  Documents"  means this Agreement and the other agreements and
documents contemplated hereby and thereby.

     "Transactions"  means  the  transactions  contemplated  by the  Transaction
Documents.

                                    ARTICLE 2
                      SALE AND PURCHASE OF LAZER-TEK SHARES

     2.1 SALE AND  PURCHASE  OF  LAZER-TEK  SHARES.  Subject  to the  terms  and
conditions  of this  Agreement,  at the  Closing,  the  Stockholder  shall sell,
transfer, convey, assign and deliver to CRYSTALIX, and CRYSTALIX shall purchase,
acquire and accept from the Stockholder, all the LAZER-TEK Shares free and clear
of all liens, claims,  charges,  restrictions,  equities and encumbrances of any
kind.

     2.2 ISSUANCE AND TRANSFER OF SHARES.  In  consideration  for the  LAZER-TEK
Shares, CRYSTALIX shall (a) issue and deliver to the Stockholder One Million Two
Hundred Fifty Thousand (1,250,000) newly issued shares of CRYSTALIX Common Stock
under Rule 144,  to be issued in such  amounts and to those  individuals  as set
forth on Schedule 2.02(a) (the "CRYSTALIX Share Recipients"), provided, however,
that any and all shares issued to Kevin Ryan  ("Ryan")  pursuant to this Section
2.2 and Schedule  2.02(a)  shall be subject to the terms and  conditions  as set
forth in Section 2.2.1 of this Agreement and shall not be restricted  under Rule

                                       5
<PAGE>
144;  (b) provide a loan to  LAZER-TEK  in the  principal  amount of One Million
Dollars  ($1,000,000.00)  (the "Loan")  which shall be evidenced by a promissory
note substantially similar to the form attached hereto as Exhibit A and shall be
paid directly to the following  creditors of Lazer-Tek  and the  Stockholder  in
such amounts necessary to satisfy the obligations of such creditors:  (i) to Sun
West Bank, in the amount of Two Hundred  Sixty-Five  Thousand  Seven Hundred Ten
and 94/100 Dollars ($265,710.94),  which was paid on December 20, 2002 (the "Sun
West Bank  Payment");  (ii) to those  certain  creditors  set forth on  Schedule
2.02(b),  attached  hereto,  in the approximate  amount of Four Hundred Thousand
Dollars  ($400,000.00) (the "General Creditors Payment");  and (iii) to Ryan, in
the amount of Three  Hundred  Thirty Four  Thousand Two Hundred  Eighty Nine and
10/100  Dollars  ($334,289.10)  (the  "Ryan  Payment"),  (c)  pay  Ryan  Capital
Management a consulting fee of Four Hundred Thousand Dollars  ($400,000.00) (the
"Ryan Consulting Fee"), which shall be paid in quarterly payments of One Hundred
Thousand  Dollars  ($100,000.00)  on or before the following dates: (i) April 1,
2003; (ii) July 1, 2003; (iii) October 1, 2003; and January 1, 2004; and (d) pay
to Ryan, in the amount of Eight  Hundred  Fifty Two Thousand Six Hundred  Eighty
and 20/100 Dollars  ($852,680.20) (the "Ryan Loan"),  pursuant to the terms of a
promissory  note  substantially  in the form  attached  hereto as Exhibit B (the
"Ryan  Promissory  Note"),  which  note  shall be  secured  by a first  priority
security  interest on all assets of  Lazer-Tek,  as  evidenced by the terms of a
security  agreement  substantially in the form attached hereto as Exhibit C (the
"Ryan Security Agreement").

     2.2.1  RYAN'S  SHARES.  The  shares to be issued  to Ryan upon  Closing  as
provided in Section 2.2 and Schedule  2.2 of this  Agreement  ("Ryan's  Shares")
shall be registered by CRYSTALIX at CRYSTALIX'  expense,  under the Act, as part
of the securities  offering  underwritten by J.P. Turner (the  "Offering").  The
parties  contemplate  that the Offering will close no later than April 30, 2003.
If it becomes reasonably  apparent that the Offering will not take place or will
not close by that date, then at the earliest  practicable date, CRYSTALIX agrees
to register  Ryan's Shares under the Act. If Ryan's Shares are issued as part of
the  Offering,  Ryan shall not be  required  to agree to a lock-up  period  that
exceeds the shorter of the following two time periods: (i) ninety (90) days from
the closing of the Offering with respect to fifty percent (50%) of Ryan's Shares
and one hundred  eighty (180) days from the closing of the Offering with respect
to the other fifty percent (50%) of Ryan's  Shares,  or (ii) fifty percent (50%)
of the  number  of days in the  shortest  lock-up  period  to  which  any  other
CRYSTALIX  shareholder  agrees to in  connection  with the  Offering.  If Ryan's
Shares are  registered to Ryan other than as part of the  Offering,  such shares
shall not be subject to any lock-up period.

     2.3  CLOSING.  Unless this  Agreement  shall have been  terminated  and the
Transactions abandoned pursuant to Article 11, subject to satisfaction or waiver
of the conditions to the  Transactions set forth in Article 9, the Closing shall
take place on or before  December 23,  2002,  at the offices of CRYSTALIX in Las
Vegas,  Nevada,  unless the parties  hereto  agree in writing to another date or
place.  The date on which  the  Closing  occurs  is  referred  to  herein as the
"Closing Date."

     2.4 DELIVERY TO CRYSTALIX. At the Closing, the Stockholder and/or LAZER-TEK
will deliver to CRYSTALIX (i) certificates  representing  the LAZER-TEK  Shares,
together  with stock  power  duly  endorsed,  (ii) all such other  endorsements,

                                       6
<PAGE>
assignments and other instruments as are necessary to vest in CRYSTALIX title to
the LAZER-TEK  Shares free and clear of any adverse claims;  and (iii) all other
previously  undelivered  documents  required to be  delivered to CRYSTALIX at or
prior to the  Closing  in  connection  with the  Transactions,  including  those
contemplated by Article 9.

     2.5  DELIVERY OF THE  CRYSTALIX  SHARES.  At the Closing,  CRYSTALIX  shall
deliver the CRYSTALIX Shares in such amounts and to such persons as set forth on
Schedule 2.02. CRYSTALIX shall also deliver all previously undelivered documents
required  hereunder  to be  delivered  by  CRYSTALIX at or prior to the Closing,
including those contemplated by Article 9.

     2.6 FURTHER ASSURANCES.  After the Closing, the Stockholder,  LAZER-TEK and
CRYSTALIX  shall each from time to time,  at the  request of a party  hereto and
without  further cost or expense to the  requesting  party,  execute and deliver
such other instruments of conveyance and transfer and take such other actions as
the  requesting  party  may  reasonably  request,  in order to more  effectively
consummate the Transactions and to vest in CRYSTALIX or the Stockholder,  as the
case may be, title to the LAZER-TEK Shares or CRYSTALIX  Shares, as the case may
be, being transferred hereunder.

     2.7 PLEDGE AGREEMENT.  The CRYSTALIX Shares delivered to the Stockholder as
a portion of the Purchase  Price will be subject to a Pledge  Agreement in order
to support the indemnification obligations of the Stockholder.

     2.8  ASSUMED  LIABILITIES.  At the  Closing,  CRYSTALIX  shall  assume  and
thereafter  in due  course  timely  pay and fully  satisfy  all  obligations  of
Lazer-Tek  that accrue  after the Closing  Date and/or are  itemized on Schedule
4.12 (the "Assumed Liabilities").

     2.9 EXCLUDED  LIABILITIES.  Except as  expressly  set forth in Section 2.8,
CRYSTALIX  shall not, by virtue of its  purchase of  LAZER-TEK  or  otherwise in
connection  with  the  Transactions,   assume  or  become  responsible  for  any
Liabilities (the "Excluded  Liabilities") of the Stockholder  and/or  LAZER-TEK;
including,  without  limitation:  (a) Liabilities for any taxes; (b) Liabilities
relating to any  employment  or labor  claim or any claim  relating to a Benefit
Plan;  (c)  Liabilities   relating  to  the  violation  of  any  Law;  (d)  tort
Liabilities;  (e) Liabilities  from claims not assumed by the Buyer hereunder or
included in any arrangement set forth in Section 2.8; (f) Liabilities for claims
based on acts or  omissions of any Person  which  occurred  prior to the Closing
Date;  (g)  Liabilities  unknown  to the  Stockholder  and/or  LAZER-TEK  at the
Closing;  (h)  Liabilities  related to any  litigation,  the cause of action for
which arose prior to the Closing  Date;  and (i)  Liabilities  for any  accounts
payable or indebtedness for money borrowed.

                                       7
<PAGE>
                                    ARTICLE 3
    REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER AND LAZER-TEK DESIGNS, INC.

     STOCKHOLDER and LAZER-TEK  DESIGNS,  INC.  hereby  represent and warrant to
CRYSTALIX as follows:

     3.1  CORPORATE  STATUS.  LAZER-TEK  DESIGNS,  INC.  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada.  LAZER-TEK  DESIGNS,  INC.  is  qualified  to do  business  as a foreign
corporation in any jurisdiction where it is required to be so qualified,  except
where the failure to so qualify would not have a Material  Adverse  Effect.  The
Charter Documents and bylaws of LAZER-TEK DESIGNS, INC. that have been delivered
to CRYSTALIX have been duly adopted and are current, correct and complete.

     3.2  AUTHORIZATION.  LAZER-TEK  DESIGNS,  INC. has the requisite  power and
authority  to execute and deliver the  Transaction  Documents  to which it is or
will be a party and to perform  the  Transactions  to be  performed  by it. Such
execution,  delivery and  performance by LAZER-TEK  DESIGNS,  INC. has been duly
authorized by all  necessary  corporate  action.  A true and correct copy of the
Unanimous Written Consent of the Board of Directors and Stockholder of LAZER-TEK
DESIGNS,  INC. approving the Transaction Documents is attached hereto as Exhibit
3.02.  The  Transaction   Documents  executed  on  or  before  the  date  hereof
constitute,  and the Transaction  Documents to be executed after the date hereof
will  constitute,  valid and binding  obligations  of LAZER-TEK  DESIGNS,  INC.,
enforceable in accordance with their terms.

     3.3 CONSENTS AND APPROVALS.  Except for the consents  specified in Schedule
3.03 (the "LTDI  Required  Consents"),  neither the  execution  and  delivery by
LAZER-TEK DESIGNS, INC. of the Transaction Documents to which it is or will be a
party,  nor the  performance  of the  Transactions  to be performed by LAZER-TEK
DESIGNS,  INC.,  will  require any filing,  consent or approval or  constitute a
Default under (a) any Regulation or Court Order to which LAZER-TEK DESIGNS, INC.
is subject,  (b) the Charter Documents or bylaws of LAZER-TEK  DESIGNS,  INC. or
(c) any  Contract,  Governmental  Permit or other  document  to which  LAZER-TEK
DESIGNS, INC. is a party.

     3.4 CAPITALIZATION AND STOCK OWNERSHIP.  The total authorized capital stock
of LAZER-TEK  DESIGNS,  INC. consists of 10,000,00 shares of LAZER-TEK  DESIGNS,
INC. Common Stock,  9,250 of which are issued and outstanding on the date hereof
and 9,990,750 shares of which are issued and held by LAZER-TEK DESIGNS,  INC. as
treasury  stock.  There are no  issued  shares of  Preferred  Stock.  All of the
LAZER-TEK DESIGNS, INC. Shares are duly and validly authorized and issued, fully
paid and  non-assessable.  Stockholder is the sole owner of record of all of the
LAZER-TEK  DESIGNS,  INC.  Shares.  LAZER-TEK  DESIGNS,  INC.  complied with all
applicable  Regulations in connection  with the issuance of all of the LAZER-TEK
DESIGNS, INC. Shares.

     3.5  FINANCIAL  STATEMENTS.   LAZER-TEK  DESIGNS,  INC.  has  delivered  to
CRYSTALIX  correct and complete  copies of its  unaudited  financial  statements
consisting of (i) Balance  Sheets of LAZER-TEK  DESIGNS,  INC.,  and (ii) Income
Statements.  All such  unaudited  financial  statements  are  referred to herein
collectively as the "LAZER-TEK DESIGNS,  INC. Financial  Statements," a true and
correct copy of which is attached hereto as Schedule 3.05.

                                       8
<PAGE>
     3.6 TITLE TO LAZER-TEK  DESIGNS,  INC. ASSETS AND RELATED  MATTERS.  To the
best knowledge of LAZER-TEK DESIGNS,  INC., LAZER-TEK DESIGNS, INC. has good and
marketable  title to, or valid  leasehold  interests  in,  all of the  LAZER-TEK
DESIGNS,  INC.  Assets,  free from any  Encumbrances  except those  specified in
Schedule 3.06. The use of the LAZER-TEK  DESIGN,  INC.  Assets is not subject to
any  Encumbrances  (other than those specified in the preceding  sentence),  and
such use does not materially  encroach on the property or rights of anyone else.
All Real Property and tangible personal  property of LAZER-TEK DESIGN,  INC. are
suitable  for the purposes for which they are  currently  used by LTDI,  in good
working  condition and reasonable  repair,  free from any known defects,  except
such minor defects that would not in the aggregate exceed $10,000.

     3.7 REAL  PROPERTY.  Schedule  3.07  describes  all real estate used in the
operation  of the  LAZER-TEK  DESIGN,  INC.  Business  as well as any other real
estate that is in the possession of or leased by LAZER-TEK DESIGN,  INC. and the
improvements  (including  buildings and other  structures)  located on such real
estate  (collectively,  the "LTDI Real  Property"),  and lists any leases  under
which any such LTDI Real Property is possessed (the "LTDI Real Estate  Leases").
LAZER-TEK  DESIGN,  INC. is not  currently in Default under any of the LTDI Real
Estate Leases, and LAZER-TEK DESIGN,  INC. is not aware of any Default by any of
the lessors thereunder.  Excepted as listed on Schedule 3.07,  LAZER-TEK DESIGN,
INC.  does not have an ownership  interest in any LTDI Real  Property.  Schedule
3.07 also  describes  any real  estate  previously  owned,  leased or  otherwise
operated by LAZER-TEK DESIGN,  INC. during the five years immediately  preceding
the  date of  execution  of this  Agreement  and the  time  periods  of any such
ownership, lease or operation.

     3.8  CERTAIN  PERSONAL  PROPERTY.  Schedule  3.08  is  an  asset  schedule,
describing  and  specifying  the  location  of all  items of  tangible  personal
property that were included in the LAZER-TEK DESIGN,  INC. Balance Sheet.  Since
the LAZER-TEK DESIGN,  INC. Balance Sheet Date,  LAZER-TEK DESIGN,  INC. has not
acquired or disposed of any items of tangible  personal  property  that have, in
each case,  a carrying  value in excess of  $10,000.  All of  LAZER-TEK  DESIGN,
INC.'s tangible  personal  property is in good operating  condition,  reasonable
wear and tear excepted.

     3.9 NON-REAL  ESTATE  LEASES.  LAZER-TEK  DESIGN,  INC. is not currently in
Default under any of the LTDI Non-Real Estate Leases, and LAZER-TEK DESIGN, INC.
is not  aware of any  Default  by any of the  lessors  thereunder.  There are no
existing Non-Real Estate Leases under which the obligations of LAZER-TEK DESIGN,
INC. exceed $10,000 with respect to any individual  Non-Real Estate Lease,  save
for those listed on Schedule 3.09.  "LTDI Non-Real  Estate Leases" refers to any
and all  leases  that  relate  to an asset or  property  (other  than  LTDI Real
Property)  used in the  operation  of the  LAZER-TEK  DESIGN,  INC.  Business or
otherwise possessed by LAZER-TEK DESIGN,  INC., including but not limited to all
trucks, automobiles, machinery, equipment, furniture and computers.

                                       9
<PAGE>
     3.10 SALES  DEPOSITS.  Schedule  3.10 lists all of the sales  deposits  for
products and/or services to be delivered and/or performed after the date of this
Agreement.

     3.11 INVENTORY.  All inventory of LAZER-TEK DESIGN,  INC. consists of items
of quality and quantity  saleable in the ordinary  course of business at regular
sales prices of LAZER-TEK  DESIGN,  INC. in the ordinary course of its business.
The inventory  records for  LAZER-TEK  DESIGN,  INC. that has been  delivered to
CRYSTALIX are accurate with respect to the data contained therein.

     3.12 ABSENCE OF  UNDISCLOSED  LIABILITIES.  Except as specified in Schedule
3.12,  LAZER-TEK  DESIGN,  INC. does not have any  Liabilities,  and none of the
LAZER-TEK DESIGN, INC. Assets is subject to any Liabilities.

     3.13 TAXES.  Except as disclosed in Schedule 3.13,  LAZER-TEK DESIGN,  INC.
has duly filed all foreign, federal, state, local and other tax returns that are
required  to be filed  and that were due,  and has paid all  material  taxes and
assessments  that have become due  pursuant  to such  returns or pursuant to any
assessment  received.  Except as disclosed in Schedule 3.13, all taxes and other
assessments and levies that LAZER-TEK  DESIGN,  INC. has been required by law to
withhold or to collect have been duly  withheld and collected and have been paid
over to the proper  governmental  authorities  or are properly held by LAZER-TEK
DESIGN,  INC. for such payment.  Except as disclosed in Schedule 3.13, there are
no proceedings or other actions,  nor is there any basis for any  proceedings or
other actions, for the assessment and collection of additional taxes of any kind
for any period for which  returns  have or should have been  filed.  To the best
knowledge of LAZER-TEK DESIGN, INC., LAZER-TEK DESIGN, INC. is not being audited
nor has any audit in the past five years  resulted in the claim or imposition of
any penalty or additional tax on LAZER-TEK DESIGN, INC.

     3.14  SUBSIDIARIES.  LAZER-TEK  DESIGN,  INC.  does  not own,  directly  or
indirectly,  any  interest  or  investment  (whether  equity  or  debt)  in  any
corporation,  partnership, business, trust, joint venture or other legal entity,
other than shares in a publicly  traded  company not  exceeding 2% of the voting
securities of that company.

     3.15 LEGAL  PROCEEDINGS  AND  COMPLIANCE  WITH LAW.  Except as disclosed in
Schedule 3.15,  there is no Litigation that is pending or threatened  against or
related  to  LAZER-TEK  DESIGN,  INC.  There  has  been  no  Default  under  any
Regulations  applicable to LAZER-TEK DESIGN, INC. There has been no Default with
respect to any Court Order applicable to LAZER-TEK DESIGN, INC.

     3.16 CONTRACTS.

          (a) Schedule 3.16 lists each Contract of the following  types to which
LAZER-TEK  DESIGN,  INC.  is a party,  or by which it is bound,  except  for any
Contract under which the executory obligation of LAZER-TEK DESIGN, INC. involves

                                       10
<PAGE>
an  amount  of less  than  $1,000  (such  excepted  Contracts  are  referred  to
collectively as "LTDI Minor Contracts"):

               (i)   Contracts with any present or former stockholder, director,
                     officer,  employee,  partner  or  consultant  of  LAZER-TEK
                     DESIGN, INC. or Affiliate thereof;

               (ii)  Contracts  for the  future  purchase  of, or  payment  for,
                     supplies or products, or for the lease of any Asset from or
                     the  performance of services by a third party, in excess of
                     $1,000 in any  individual  case,  or any  Contracts for the
                     sale of  inventory  or products  that  involve an amount in
                     excess of $1,000 with  respect to any one supplier or other
                     party;

               (iii) Contracts to sell or supply products or to perform services
                     that   involve  an  amount  in  excess  of  $1,000  in  any
                     individual case;

               (iv)  Contracts to lease to or to operate for any other party any
                     Asset  that  involve  an  amount in excess of $1,000 in any
                     individual case;

               (v)   Any notes, debentures,  bonds, conditional sale agreements,
                     equipment trust  agreements,  letter of credit  agreements,
                     reimbursement   agreements,   loan   agreements   or  other
                     Contracts for the borrowing or lending of money  (including
                     loans   to   or   from   officers,   directors,   partners,
                     stockholders or Affiliates of LAZER-TEK DESIGN, INC. or any
                     members  of  their  immediate   families),   agreements  or
                     arrangements for a line of credit or for a guarantee of, or
                     other  undertaking in connection  with, the indebtedness of
                     any other Person;

               (vi)  Any  Contracts  under  which any  Encumbrances  exist  with
                     respect to any LAZER-TEK DESIGN, INC. Assets; and

               (vii) Any other  Contracts  (other than LTDI Minor  Contracts and
                     those  described in any of (i) through (vi) above) not made
                     in the ordinary course of business.

          (b) Except as disclosed in Schedule 3.16(b), LAZER-TEK DESIGN, INC. is
not in Default under any Contract,  which Default could result in a Liability on
the part of LAZER-TEK DESIGN,  INC. in excess of $10,000 in any individual case,
and the  aggregate  Liabilities  that could result from all such Defaults do not
exceed $50,000. Except as disclosed in Schedule 3.16(b),  LAZER-TEK DESIGN, INC.
has not received any  communication  from,  or given any  communication  to, any
other party indicating that LAZER-TEK  DESIGN,  INC. or such other party, as the
case may be, is in Default  under any Contract  where such Default  could have a
Material Adverse Effect.

                                       11
<PAGE>
          (c) The aggregate  amount of all LTDI Minor  Contracts does not exceed
$5,000.

     3.17  PATENTS AND OTHER  INTELLECTUAL  PROPERTY.  To the best  knowledge of
LAZER-TEK DESIGNS,  INC., LAZER-TEK DESIGNS, INC. neither currently uses nor has
used in the operation of the LAZER-TEK  DESIGNS,  INC. Business during the three
years  immediately  preceding the execution of this Agreement  (including in the
development or marketing of products and services) any patent, trademark,  trade
name, service mark, copyright, trade secret or know-how, except for those listed
in Schedule  3.17.  Such items listed on the LAZER-TEK  Disclosure  Schedule are
referred  to  herein  as the  "LTDI  Intellectual  Property."  All  of the  LTDI
Intellectual  Property,  as specified in the LAZER-TEK Disclosure Schedule,  are
either  owned or  appropriately  licensed by  LAZER-TEK  DESIGN,  INC.  under an
exclusive  license  agreement,  and, to the best knowledge of LAZER-TEK  DESIGN,
INC.,  LAZER-TEK DESIGN, INC. is not infringing upon or unlawfully or wrongfully
using any patent, trademark, trade name, service mark, copyright or trade secret
owned or claimed by another Person.  LAZER-TEK DESIGN, INC. has not received any
notice  of any claim of  infringement  or any other  claim or  proceeding,  with
respect to any such patent,  trademark,  trade name, service mark,  copyright or
trade secret.  No current or former  employee of LAZER-TEK  DESIGN,  INC. and no
other Person owns or has any proprietary, financial or other interest, direct or
indirect,  in whole or in part, in any of the Intellectual  Property,  or in any
application therefor.

     3.18 EMPLOYEE  RELATIONS.  Except as disclosed on Schedule 3.18,  LAZER-TEK
DESIGN,  INC.  is not (a) a party to,  involved in or  threatened  by, any labor
dispute  or unfair  labor  practice  charge  or (b)  currently  negotiating  any
collective bargaining agreement,  and LAZER-TEK DESIGN, INC. has not experienced
any work stoppage during the three years immediately  preceding the execution of
this  Agreement.  Schedule  3.18 is a complete and correct list of the names and
salaries,  bonus  and other  cash  compensation  of all  executive  officers  of
LAZER-TEK DESIGN, INC.

     3.19 BENEFIT  PLANS.  Except as disclosed  on Schedule  3.19,  there are no
Benefit Plans sponsored or maintained by LAZER-TEK  DESIGN,  INC. or under which
LAZER-TEK DESIGN, INC. may be obligated.

     3.20 CORPORATE RECORDS.  The minute books of LAZER-TEK DESIGN, INC. contain
complete,  correct and current copies of its Charter Documents and bylaws and of
all  minutes of  meetings,  resolutions  and other  proceedings  of its Board of
Directors  or  committees  thereof and  stockholders.  The stock  record book of
LAZER-TEK DESIGN,  INC. is complete,  correct and current and shall be delivered
to CRYSTALIX at the Closing.

     3.21 ABSENCE OF CERTAIN CHANGES.  Since the LAZER-TEK DESIGN,  INC. Balance
Sheet Date,  LAZER-TEK  DESIGN,  INC. has conducted the LAZER-TEK  DESIGN,  INC.
Business in the ordinary course and there has not been:

                                       12
<PAGE>
          (a) any material adverse change in the LAZER-TEK DESIGN, INC. Business
or its Liabilities;

          (b) any  distribution  or payment  declared  or made in respect of its
capital  stock  by way  of  dividends,  purchase  or  redemption  of  shares  or
otherwise;

          (c)  except  as  disclosed  in  Schedule  3.21,  any  increase  in the
compensation payable or to become payable to any director,  officer, employee or
agent, except for merit and seniority  increases for non-officer  employees made
in the ordinary  course of business,  nor any other change in any  employment or
consulting arrangement;

          (d) any sale,  assignment  or transfer of the LAZER-TEK  DESIGN,  INC.
Assets, or any additions to or transactions involving any LAZER-TEK DESIGN, INC.
Assets, other than those made in the ordinary course of business;

          (e) other  than in the  ordinary  course of  business,  any  waiver or
release of any claim or right or cancellation of any debt held; or

          (f) any payments to any Affiliate of LAZER-TEK DESIGN, INC., except as
specified in Schedule 3.21.

     3.22 PREVIOUS SALES; WARRANTIES. To the best knowledge of LAZER-TEK DESIGN,
INC., all goods sold or distributed and services  performed by LAZER-TEK DESIGN,
INC. were of merchantable and satisfactory  quality,  and LAZER-TEK DESIGN, INC.
has not breached any express or implied  warranties in connection  with the sale
or  distribution  of such goods and  performances  of such  services.  LAZER-TEK
DESIGN,  INC. has provided CRYSTALIX with true and correct copies of all written
warranties (a) made by all Persons from whom LAZER-TEK DESIGN, INC. has obtained
any goods  that have been  resold or  distributed  by  LAZER-TEK  DESIGN,  INC.,
including  any goods that  constituted  parts  included  in other  goods sold or
distributed by LAZER-TEK  DESIGN,  INC. and (b) made by LAZER-TEK  DESIGN,  INC.
with respect to any goods that have been sold or  distributed  or services  that
have been performed by LAZER-TEK  DESIGN,  INC. No oral  guaranties were made by
LAZER-TEK  DESIGN,  INC.  with  respect  to any  goods  that  have  been sold or
distributed or services that have been performed by LAZER-TEK DESIGN, INC.

     3.23 CUSTOMERS AND LICENSEES.  LAZER-TEK DESIGN, INC. has used commercially
reasonable  efforts  to  maintain,   and  currently   maintains,   good  working
relationships with all of its customers and licensees.  Schedule 3.23 contains a
list of the names of LAZER-TEK  DESIGN,  INC.'s current customers and licensees.
None of such  customers or licensees has given  LAZER-TEK  DESIGN,  INC.  notice
terminating,  canceling  or  threatening  to terminate or cancel any Contract or
relationship with LAZER-TEK DESIGN, INC.

     3.24 FINDER'S  FEES.  Other than the  consulting  fees paid to Ryan Capital
Management  as  contemplated  by Paragraph  2.2,  above,  no Person  retained by
LAZER-TEK  DESIGN,  INC. is or will be entitled to any commission or finder's or
similar fee in connection with the Transactions.

                                       13
<PAGE>
     3.25 PURCHASE ENTIRELY FOR OWN ACCOUNT.  This Agreement is made in reliance
upon the representations of the Stockholder to CRYSTALIX, which by her execution
of this  Agreement  she  hereby  confirms,  that the  CRYSTALIX  Shares  will be
acquired for investment for her own account,  not as a nominee or agent, and not
with a view to distribution (as such term is defined under the Securities Act of
1933, as amended (the "Act")) of any part thereof.  Stockholder  represents that
she has full power and authority to enter into this Agreement.

     3.26 RESTRICTED SECURITIES.  The Stockholder understands that the CRYSTALIX
Shares are characterized as "restricted securities" under the federal securities
laws  inasmuch as they are being  acquired from  CRYSTALIX in a transaction  not
involving a public offering and that under such laws and applicable  regulations
such shares may be resold  without  registration  under the Act, only in certain
limited  circumstances.  It is understood that the CRYSTALIX Shares shall bear a
legend to such effect.

     3.27 ACCURACY OF INFORMATION.  No  representation  or warranty by LAZER-TEK
DESIGN, INC. in any Transaction  Document,  and no information contained therein
or  otherwise  delivered  to  CRYSTALIX  in  connection  with the  Transactions,
contains any untrue  statement of a material fact or omits to state any material
fact necessary in order to make the statements  contained  herein or therein not
misleading. There is no fact known to LAZER-TEK DESIGN, INC. that may materially
adversely affect the LAZER-TEK DESIGN, INC. Assets or the LAZER-TEK DESIGN, INC.
Business  that has not been set forth in this  Agreement or the other  documents
furnished  to CRYSTALIX  on or prior to the date hereof in  connection  with the
Transactions.

                                    ARTICLE 4
    REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER AND LAZER-TEK DESIGNS, LTD.

     STOCKHOLDER and LAZER-TEK  DESIGNS,  LTD.  hereby  represent and warrant to
CRYSTALIX as follows:

     4.1  CORPORATE  STATUS.  LAZER-TEK  DESIGNS,  LTD.  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada.  LAZER-TEK  DESIGNS,  LTD.  is  qualified  to do  business  as a foreign
corporation in any jurisdiction where it is required to be so qualified,  except
where the failure to so qualify would not have a Material  Adverse  Effect.  The
Charter Documents and bylaws of LAZER-TEK DESIGNS, LTD. that have been delivered
to CRYSTALIX have been duly adopted and are current, correct and complete.

                                       14
<PAGE>
     4.2  AUTHORIZATION.  LAZER-TEK  DESIGNS,  LTD. has the requisite  power and
authority  to execute and deliver the  Transaction  Documents  to which it is or
will be a party and to perform  the  Transactions  to be  performed  by it. Such
execution,  delivery and  performance by LAZER-TEK  DESIGNS,  LTD. has been duly
authorized by all  necessary  corporate  action.  A true and correct copy of the
Unanimous Written Consent of the Board of Directors and Stockholder of LAZER-TEK
DESIGNS, LTD. approving the Transaction Documents are attached hereto as Exhibit
4.02.  The  Transaction   Documents  executed  on  or  before  the  date  hereof
constitute,  and the Transaction  Documents to be executed after the date hereof
will  constitute,  valid and binding  obligations  of LAZER-TEK  DESIGNS,  LTD.,
enforceable in accordance with their terms.

     4.3 CONSENTS AND APPROVALS.  Except for the consents  specified in Schedule
4.03 (the "LTDL  Required  Consents"),  neither the  execution  and  delivery by
LAZER-TEK DESIGNS, LTD. of the Transaction Documents to which it is or will be a
party,  nor the  performance  of the  Transactions  to be performed by LAZER-TEK
DESIGNS,  LTD.,  will  require any filing,  consent or approval or  constitute a
Default under (a) any Regulation or Court Order to which LAZER-TEK DESIGNS, LTD.
is subject,  (b) the Charter Documents or bylaws of LAZER-TEK  DESIGNS,  LTD. or
(c) any  Contract,  Governmental  Permit or other  document  to which  LAZER-TEK
DESIGNS, LTD. is a party.

     4.4 CAPITALIZATION AND STOCK OWNERSHIP.  The total authorized capital stock
of LAZER-TEK  DESIGNS,  LTD. consists of 100 shares of LAZER-TEK  DESIGNS,  LTD.
Common Stock,  50 of which are issued and  outstanding on the date hereof and 50
shares of which are issued  and held by  LAZER-TEK  DESIGNS,  LTD.  as  treasury
stock.  There are no issued  shares of  Preferred  Stock.  All of the  LAZER-TEK
DESIGNS,  LTD. Shares are duly and validly authorized and issued, fully paid and
non-assessable.  Schedule 4.04  correctly  lists the record owners of all of the
LAZER-TEK  DESIGNS,  LTD.  Shares.  LAZER-TEK  DESIGNS,  LTD.  complied with all
applicable  Regulations in connection  with the issuance of all of the LAZER-TEK
DESIGNS, LTD. Shares.

     4.5  FINANCIAL  STATEMENTS.   LAZER-TEK  DESIGNS,  LTD.  has  delivered  to
CRYSTALIX  correct and complete  copies of its  unaudited  financial  statements
consisting of (i) Balance  Sheets of LAZER-TEK  DESIGNS,  LTD.,  and (ii) Income
Statements.  All such  unaudited  financial  statements  are  referred to herein
collectively as the "LAZER-TEK DESIGNS,  LTD. Financial  Statements," a true and
complete copy of which is attached hereto as Schedule 4.05.

     4.6 TITLE TO LAZER-TEK  DESIGNS,  LTD. ASSETS AND RELATED  MATTERS.  To the
best knowledge of LAZER-TEK DESIGNS,  LTD., LAZER-TEK DESIGNS, LTD. has good and
marketable  title to, or valid  leasehold  interests  in,  all of the  LAZER-TEK
DESIGNS,  LTD.  Assets,  free from any  Encumbrances  except those  specified in
Schedule 4.06. The use of the LAZER-TEK  DESIGN,  LTD.  Assets is not subject to
any  Encumbrances  (other than those specified in the preceding  sentence),  and
such use does not materially  encroach on the property or rights of anyone else.
All Real Property and tangible personal  property of LAZER-TEK DESIGN,  LTD. are
suitable  for the purposes for which they are  currently  used by LTDL,  in good

                                       15
<PAGE>
working  condition and reasonable  repair,  free from any known defects,  except
such minor defects that would not in the aggregate exceed $10,000.

     4.7 REAL  PROPERTY.  Schedule  4.07  describes  all real estate used in the
operation  of the  LAZER-TEK  DESIGN,  LTD.  Business  as well as any other real
estate that is in the possession of or leased by LAZER-TEK DESIGN,  LTD. and the
improvements  (including  buildings and other  structures)  located on such real
estate  (collectively,  the "LTDL Real  Property"),  and lists any leases  under
which any such LTDL Real Property is possessed (the "LTDL Real Estate  Leases").
LAZER-TEK  DESIGN,  LTD. is not  currently in Default under any of the LTDL Real
Estate Leases, and LAZER-TEK DESIGN,  LTD. is not aware of any Default by any of
the lessors thereunder.  Excepted as listed on Schedule 4.07,  LAZER-TEK DESIGN,
LTD.  does not have an ownership  interest in any LTDL Real  Property.  Schedule
4.07 also  describes  any real  estate  previously  owned,  leased or  otherwise
operated by LAZER-TEK DESIGN,  LTD. during the five years immediately  preceding
the  date of  execution  of this  Agreement  and the  time  periods  of any such
ownership, lease or operation.

     4.8  CERTAIN  PERSONAL  PROPERTY.  Schedule  4.08  is  an  asset  schedule,
describing  and  specifying  the  location  of all  items of  tangible  personal
property that were included in the LAZER-TEK DESIGN,  LTD. Balance Sheet.  Since
the LAZER-TEK DESIGN,  LTD. Balance Sheet Date,  LAZER-TEK DESIGN,  LTD. has not
acquired or disposed of any items of tangible  personal  property  that have, in
each case,  a carrying  value in excess of  $10,000.  All of  LAZER-TEK  DESIGN,
LTD.'s tangible  personal  property is in good operating  condition,  reasonable
wear and tear excepted.

     4.9 NON-REAL  ESTATE  LEASES.  LAZER-TEK  DESIGN,  LTD. is not currently in
Default under any of the LTDL Non-Real Estate Leases, and LAZER-TEK DESIGN, LTD.
is not  aware of any  Default  by any of the  lessors  thereunder.  There are no
existing Non-Real Estate Leases under which the obligations of LAZER-TEK DESIGN,
LTD. exceed $10,000 with respect to any individual  Non-Real Estate Lease,  save
for those listed on Schedule 4.09.  "LTDL Non-Real  Estate Leases" refers to any
and all leases that relate to an asset or  property  (other than Real  Property)
used in the  operation  of the  LAZER-TEK  DESIGN,  LTD.  Business or  otherwise
possessed by LAZER-TEK  DESIGN,  LTD.,  including but not limited to all trucks,
automobiles, machinery, equipment, furniture and computers.

     4.10 SALES  DEPOSITS.  Schedule  4.10 lists all of the sales  deposits  for
products and/or services to be delivered and/or performed after the date of this
Agreement.

     4.11 INVENTORY.  All inventory of LAZER-TEK DESIGN,  LTD. consists of items
of quality and quantity  saleable in the ordinary  course of business at regular
sales prices of LAZER-TEK  DESIGN,  LTD. in the ordinary course of its business.
The inventory  records for  LAZER-TEK  DESIGN,  LTD. that has been  delivered to
CRYSTALIX are accurate with respect to the data contained therein.

     4.12 ABSENCE OF  UNDISCLOSED  LIABILITIES.  Except as specified in Schedule
4.12,  LAZER-TEK  DESIGN,  LTD. does not have any  Liabilities,  and none of the
LAZER-TEK DESIGN, LTD. Assets is subject to any Liabilities.

                                       16
<PAGE>
     4.13 TAXES.  Except as disclosed in Schedule 4.13,  LAZER-TEK DESIGN,  LTD.
has duly filed all foreign, federal, state, local and other tax returns that are
required  to be filed  and that were due,  and has paid all  material  taxes and
assessments  that have become due  pursuant  to such  returns or pursuant to any
assessment  received.  Except as disclosed in Schedule 4.13, all taxes and other
assessments and levies that LAZER-TEK  DESIGN,  LTD. has been required by law to
withhold or to collect have been duly  withheld and collected and have been paid
over to the proper  governmental  authorities  or are properly held by LAZER-TEK
DESIGN,  LTD. for such payment.  Except as disclosed in Schedule 4.13, there are
no proceedings or other actions,  nor is there any basis for any  proceedings or
other actions, for the assessment and collection of additional taxes of any kind
for any period for which  returns  have or should have been  filed.  To the best
knowledge of LAZER-TEK DESIGN, LTD., LAZER-TEK DESIGN, LTD. is not being audited
nor has any audit in the past five years  resulted in the claim or imposition of
any penalty or additional tax on LAZER-TEK DESIGN, LTD.

     4.14  SUBSIDIARIES.  LAZER-TEK  DESIGN,  LTD.  does  not own,  directly  or
indirectly,  any  interest  or  investment  (whether  equity  or  debt)  in  any
corporation,  partnership, business, trust, joint venture or other legal entity,
other than shares in a publicly  traded  company not  exceeding 2% of the voting
securities of that company.

     4.15 LEGAL  PROCEEDINGS  AND  COMPLIANCE  WITH LAW.  Except as disclosed in
Schedule 4.15,  there is no Litigation that is pending or threatened  against or
related  to  LAZER-TEK  DESIGN,  LTD.  There  has  been  no  Default  under  any
Regulations  applicable to LAZER-TEK DESIGN, LTD. There has been no Default with
respect to any Court Order applicable to LAZER-TEK DESIGN, LTD.

     4.16 CONTRACTS.

          (a) Schedule 4.16 lists each Contract of the following  types to which
LAZER-TEK  DESIGN,  LTD.  is a party,  or by which it is bound,  except  for any
Contract under which the executory obligation of LAZER-TEK DESIGN, LTD. involves
an  amount  of less  than  $1,000  (such  excepted  Contracts  are  referred  to
collectively as "LTDL Minor Contracts"):

               (i)   Contracts with any present or former stockholder, director,
                     officer,  employee,  partner  or  consultant  of  LAZER-TEK
                     DESIGN, LTD. or Affiliate thereof;

               (ii)  Contracts  for the  future  purchase  of, or  payment  for,
                     supplies or products, or for the lease of any Asset from or
                     the  performance of services by a third party, in excess of
                     $1,000 in any  individual  case,  or any  Contracts for the
                     sale of  inventory  or products  that  involve an amount in
                     excess of $1,000 with  respect to any one supplier or other
                     party;

                                       17
<PAGE>
               (iii) Contracts to sell or supply products or to perform services
                     that   involve  an  amount  in  excess  of  $1,000  in  any
                     individual case;

               (iv)  Contracts to lease to or to operate for any other party any
                     Asset  that  involve  an  amount in excess of $1,000 in any
                     individual case;

               (v)   Any notes, debentures,  bonds, conditional sale agreements,
                     equipment trust  agreements,  letter of credit  agreements,
                     reimbursement   agreements,   loan   agreements   or  other
                     Contracts for the borrowing or lending of money  (including
                     loans   to   or   from   officers,   directors,   partners,
                     stockholders or Affiliates of LAZER-TEK DESIGN, LTD. or any
                     members  of  their  immediate   families),   agreements  or
                     arrangements for a line of credit or for a guarantee of, or
                     other  undertaking in connection  with, the indebtedness of
                     any other Person;

               (vi)  Any  Contracts  under  which any  Encumbrances  exist  with
                     respect to any LAZER-TEK DESIGN, LTD. Assets; and

               (vii) Any other  Contracts  (other than LTDL Minor  Contracts and
                     those  described in any of (i) through (vi) above) not made
                     in the ordinary course of business.

          (b) Except as disclosed in Schedule 4.16(b), LAZER-TEK DESIGN, LTD. is
not in Default under any Contract,  which Default could result in a Liability on
the part of LAZER-TEK DESIGN,  LTD. in excess of $10,000 in any individual case,
and the  aggregate  Liabilities  that could result from all such Defaults do not
exceed $50,000. Except as disclosed in Schedule 3.16(b),  LAZER-TEK DESIGN, LTD.
has not received any  communication  from,  or given any  communication  to, any
other party indicating that LAZER-TEK  DESIGN,  LTD. or such other party, as the
case may be, is in Default  under any Contract  where such Default  could have a
Material Adverse Effect.

          (c) The aggregate  amount of all LTDL Minor  Contracts does not exceed
$5,000.

     4.17  PATENTS AND OTHER  INTELLECTUAL  PROPERTY.  To the best  knowledge of
LAZER-TEK DESIGNS,  LTD., LAZER-TEK DESIGNS, LTD. neither currently uses nor has
used in the operation of the LAZER-TEK  DESIGNS,  LTD. Business during the three
years  immediately  preceding the execution of this Agreement  (including in the
development or marketing of products and services) any patent, trademark,  trade
name, service mark, copyright, trade secret or know-how, except for those listed
in Schedule  4.17.  Such items listed on the LAZER-TEK  Disclosure  Schedule are
referred  to  herein  as the  "LTDL  Intellectual  Property."  All  of the  LTDL
Intellectual  Property,  as specified in the LAZER-TEK Disclosure Schedule,  are
either  owned or  appropriately  licensed by  LAZER-TEK  DESIGN,  LTD.  under an
exclusive  license  agreement,  and, to the best knowledge of LAZER-TEK  DESIGN,
LTD.,  LAZER-TEK DESIGN, LTD. is not infringing upon or unlawfully or wrongfully

                                       18
<PAGE>
using any patent, trademark, trade name, service mark, copyright or trade secret
owned or claimed by another Person.  LAZER-TEK DESIGN, LTD. has not received any
notice  of any claim of  infringement  or any other  claim or  proceeding,  with
respect to any such patent,  trademark,  trade name, service mark,  copyright or
trade secret.  No current or former  employee of LAZER-TEK  DESIGN,  LTD. and no
other Person owns or has any proprietary, financial or other interest, direct or
indirect,  in whole or in part, in any of the Intellectual  Property,  or in any
application therefor

     4.18 EMPLOYEE  RELATIONS.  Except as disclosed on Schedule 4.18,  LAZER-TEK
DESIGN,  LTD.  is not (a) a party to,  involved in or  threatened  by, any labor
dispute  or unfair  labor  practice  charge  or (b)  currently  negotiating  any
collective bargaining agreement,  and LAZER-TEK DESIGN, LTD. has not experienced
any work stoppage during the three years immediately  preceding the execution of
this  Agreement.  Schedule  4.18 is a complete and correct list of the names and
salaries,  bonus  and other  cash  compensation  of all  executive  officers  of
LAZER-TEK DESIGN, LTD.

     4.19 BENEFIT  PLANS.  Except as disclosed  on Schedule  4.19,  there are no
Benefit Plans sponsored or maintained by LAZER-TEK  DESIGN,  LTD. or under which
LAZER-TEK DESIGN, LTD. may be obligated.

     4.20 CORPORATE RECORDS.  The minute books of LAZER-TEK DESIGN, LTD. contain
complete,  correct and current copies of its Charter Documents and bylaws and of
all  minutes of  meetings,  resolutions  and other  proceedings  of its Board of
Directors  or  committees  thereof and  stockholders.  The stock  record book of
LAZER-TEK DESIGN,  LTD. is complete,  correct and current and shall be delivered
to CRYSTALIX at the Closing.

     4.21 ABSENCE OF CERTAIN CHANGES.  Since the LAZER-TEK DESIGN,  LTD. Balance
Sheet Date,  LAZER-TEK  DESIGN,  LTD. has conducted the LAZER-TEK  DESIGN,  LTD.
Business in the ordinary course and there has not been:

          (a) any material adverse change in the LAZER-TEK DESIGN, LTD. Business
or its Liabilities;

          (b) any  distribution  or payment  declared  or made in respect of its
capital  stock  by way  of  dividends,  purchase  or  redemption  of  shares  or
otherwise;

          (c)  except  as  disclosed  in  Schedule  4.21,  any  increase  in the
compensation payable or to become payable to any director,  officer, employee or
agent, except for merit and seniority  increases for non-officer  employees made
in the ordinary  course of business,  nor any other change in any  employment or
consulting arrangement;

          (d) any sale,  assignment  or transfer of the LAZER-TEK  DESIGN,  LTD.
Assets, or any additions to or transactions involving any LAZER-TEK DESIGN, LTD.
Assets, other than those made in the ordinary course of business;

                                       19
<PAGE>
          (e) other  than in the  ordinary  course of  business,  any  waiver or
release of any claim or right or cancellation of any debt held; or

          (f) any payments to any Affiliate of LAZER-TEK DESIGN, LTD., except as
specified in Schedule 4.21.

     4.22 PREVIOUS SALES; WARRANTIES. To the best knowledge of LAZER-TEK DESIGN,
LTD., all goods sold or distributed and services  performed by LAZER-TEK DESIGN,
LTD. were of merchantable and satisfactory  quality,  and LAZER-TEK DESIGN, LTD.
has not breached any express or implied  warranties in connection  with the sale
or  distribution  of such goods and  performances  of such  services.  LAZER-TEK
DESIGN,  LTD. has provided CRYSTALIX with true and correct copies of all written
warranties (a) made by all Persons from whom LAZER-TEK DESIGN, LTD. has obtained
any goods  that have been  resold or  distributed  by  LAZER-TEK  DESIGN,  LTD.,
including  any goods that  constituted  parts  included  in other  goods sold or
distributed by LAZER-TEK  DESIGN,  LTD. and (b) made by LAZER-TEK  DESIGN,  LTD.
with respect to any goods that have been sold or  distributed  or services  that
have been performed by LAZER-TEK  DESIGN,  LTD. No oral  guaranties were made by
LAZER-TEK  DESIGN,  LTD.  with  respect  to any  goods  that  have  been sold or
distributed or services that have been performed by LAZER-TEK DESIGN, LTD.

     4.23 CUSTOMERS AND LICENSEES.  LAZER-TEK DESIGN, LTD. has used commercially
reasonable  efforts  to  maintain,   and  currently   maintains,   good  working
relationships with all of its customers and licensees.  Schedule 4.23 contains a
list of the names of LAZER-TEK  DESIGN,  LTD.'s current customers and licensees.
None of such  customers or licensees has given  LAZER-TEK  DESIGN,  LTD.  notice
terminating,  canceling  or  threatening  to terminate or cancel any Contract or
relationship with LAZER-TEK DESIGN, LTD.

     4.24 FINDER'S  FEES.  Other than the  consulting  fees paid to Ryan Capital
Management  as  contemplated  by Paragraph  2.2,  above,  no Person  retained by
LAZER-TEK  DESIGN,  LTD. is or will be entitled to any commission or finder's or
similar fee in connection with the Transactions.

     4.25 PURCHASE ENTIRELY FOR OWN ACCOUNT.  This Agreement is made in reliance
upon the representations of the Stockholder to CRYSTALIX, which by her execution
of this  Agreement  she  hereby  confirms,  that the  CRYSTALIX  Shares  will be
acquired for investment for her own account,  not as a nominee or agent, and not
with a view to distribution (as such term is defined under the Securities Act of
1933, as amended (the "Act")) of any part thereof.  Stockholder  represents that
she has full power and authority to enter into this Agreement.

     4.26  RESTRICTED  SECURITIES.  Stockholder  understands  that the CRYSTALIX
Shares are characterized as "restricted securities" under the federal securities
laws  inasmuch as they are being  acquired from  CRYSTALIX in a transaction  not
involving a public offering and that under such laws and applicable  regulations
such shares may be resold  without  registration  under the Act, only in certain
limited  circumstances.  It is understood that the CRYSTALIX Shares shall bear a
legend to such effect.

                                       20
<PAGE>
     4.27 ACCURACY OF INFORMATION.  No  representation  or warranty by LAZER-TEK
DESIGN, LTD. in any Transaction  Document,  and no information contained therein
or  otherwise  delivered  to  CRYSTALIX  in  connection  with the  Transactions,
contains any untrue  statement of a material fact or omits to state any material
fact necessary in order to make the statements  contained  herein or therein not
misleading. There is no fact known to LAZER-TEK DESIGN, LTD. that may materially
adversely affect the LAZER-TEK DESIGN, LTD. Assets or the LAZER-TEK DESIGN, LTD.
Business  that has not been set forth in this  Agreement or the other  documents
furnished  to CRYSTALIX  on or prior to the date hereof in  connection  with the
Transactions.

                                    ARTICLE 5
                   REPRESENTATIONS AND WARRANTIES OF CRYSTALIX

     CRYSTALIX  hereby  represents  and  warrants  to  LAZER-TEK,  Ryan  and the
CRYSTALIX Share Recipients as follows:

     5.1 CORPORATE  STATUS.  CRYSTALIX is a corporation duly organized,  validly
existing and in good standing  under the laws of the State of Nevada.  CRYSTALIX
common stock is publicly  traded on the OTC.BB under the ticker  symbol CYXG, is
in good  standing  with the OTC.BB and the SEC.  CRYSTALIX  is  qualified  to do
business as a foreign corporation in any jurisdiction where it is required to be
so  qualified,  except where the failure to so qualify would not have a Material
Adverse  Effect.  The Charter  Documents and bylaws of CRYSTALIX  that have been
delivered  to  LAZER-TEK  have been duly  adopted and are  current,  correct and
complete.

     5.2  AUTHORIZATION.  CRYSTALIX  has the  requisite  power and  authority to
execute and deliver the Transaction  Documents to which it is or will be a party
and to perform the Transactions to be performed by it. Such execution,  delivery
and performance by CRYSTALIX has been duly authorized by all necessary corporate
action. A true and correct copy of the Unanimous Written Consent of the Board of
Directors of CRYSTALIX approving this Agreement and the Transactions is attached
hereto as Exhibit 5.02. The Transaction Documents executed on or before the date
hereof constitute,  and the Transaction  Documents to be executed after the date
hereof will constitute, valid and binding obligations of CRYSTALIX,  enforceable
in accordance with their terms.

     5.3 CONSENTS AND APPROVALS.  Except for the consents  specified in Schedule
5.03 (the "CRYSTALIX Required Consents"),  neither the execution and delivery by
CRYSTALIX of the  Transaction  Documents to which it is or will be a party,  nor
the performance of the  Transactions to be performed by CRYSTALIX,  will require
any filing, consent or approval or constitute a Default under (a) any Regulation
or Court Order to which  CRYSTALIX  is subject,  (b) the  Charter  Documents  or
bylaws of CRYSTALIX or (c) any Contract,  Governmental  Permit or other document
to which CRYSTALIX is a party.

                                       21
<PAGE>
     5.4 CAPITALIZATION AND STOCK OWNERSHIP.  The total authorized capital stock
of CRYSTALIX  currently consists of: (a) 300,000,000 shares of Common Stock with
par value of $0.001 per share, 29,600,000 of which are issued and outstanding on
the date  hereof;  (b)  10,000,000  shares of Series A Preferred  Stock with par
value of $0.001 per share,  7,000,000 of which are issued and outstanding on the
date hereof; and (c) 5,000,000 shares of Series B Preferred Stock with par value
of $0.001 per share, none of which are issued or outstanding on the date hereof.
All of the CRYSTALIX  Shares are duly and validly  authorized and issued,  fully
paid and non-assessable.  Schedule 5.04 correctly lists the record owners of all
of the CRYSTALIX Shares.  CRYSTALIX complied with all applicable  Regulations in
connection with the issuance of all of the CRYSTALIX Shares.

     5.5 FINANCIAL STATEMENTS.  CRYSTALIX has delivered to LAZER-TEK correct and
complete copies of CRYSTALIX's  latest 10SB;  10KSB;  10QSB;  8K, along with the
last  six (6)  months  of  press  releases  and all  other  relevant  materials.
Additionally,  CRYSTALIX  has  provided  LAZER-TEK  with its  audited  financial
statements  consisting  of (i) Balance  Sheets of CRYSTALIX for the years ending
1999, 2000 and 2001, and (ii) Income  Statements for the years ending 1999, 2000
and  2001.  All  such  audited  financial  statements  are  referred  to  herein
collectively as the "CRYSTALIX Financial Statements."

     5.6 TITLE TO CRYSTALIX ASSETS AND RELATED MATTERS. To the best knowledge of
CRYSTALIX,  CRYSTALIX  has good and  marketable  title  to,  or valid  leasehold
interests in, all of the CRYSTALIX  Assets,  free from any  Encumbrances  except
those specified in Schedule 5.06. The use of the CRYSTALIX Assets is not subject
to any Encumbrances (other than those specified in the preceding sentence),  and
such use does not materially  encroach on the property or rights of anyone else.
All Real Property and tangible  personal  property of CRYSTALIX are suitable for
the purposes for which they are used, in good working  condition and  reasonable
repair, free from any known defects, except such minor defects that would not in
the aggregate exceed $10,000.

     5.7 REAL  PROPERTY.  Schedule  5.07  describes  all real estate used in the
operation of the CRYSTALIX  Business as well as any other real estate that is in
the  possession  of or  leased  by  CRYSTALIX  and the  improvements  (including
buildings and other structures) located on such real estate  (collectively,  the
"CRYSTALIX  Real  Property"),  and lists any  leases  under  which any such Real
Property is possessed (the  "CRYSTALIX  Real Estate  Leases").  CRYSTALIX is not
currently  in  Default  under  any of the  CRYSTALIX  Real  Estate  Leases,  and
CRYSTALIX is not aware of any Default by any of the lessors thereunder. Excepted
as listed on Schedule 5.07, CRYSTALIX does not have an ownership interest in any
CRYSTALIX Real Property. Schedule 5.07 also describes any real estate previously
owned,  leased  or  otherwise  operated  by  CRYSTALIX  during  the  five  years
immediately  preceding  the date of  execution  of this  Agreement  and the time
periods of any such ownership, lease or operation.

     5.8  CERTAIN  PERSONAL  PROPERTY.  Schedule  5.08  is  an  asset  schedule,
describing  and  specifying  the  location  of all  items of  tangible  personal
property that were included in the CRYSTALIX Balance Sheet.  Since the CRYSTALIX

                                       22
<PAGE>
Balance  Sheet  Date,  CRYSTALIX  has not  acquired  or disposed of any items of
tangible  personal  property that have, in each case, a carrying value in excess
of $10,000.  All of tangible personal property of CRYSTALIX is in good operating
condition, reasonable wear and tear excepted.

     5.9 NON-REAL ESTATE LEASES. CRYSTALIX is not currently in Default under any
of the  CRYSTALIX  Non-Real  Estate  Leases,  and  CRYSTALIX is not aware of any
Default  by any of the  lessors  thereunder.  There  are no  existing  CRYSTALIX
Non-Real Estate Leases under which the  obligations of CRYSTALIX  exceed $10,000
with respect to any  individual  CRYSTALIX  Non-Real  Estate Lease.  " CRYSTALIX
Non-Real  Estate Leases" refers to any and all leases that relate to an asset or
property  (other than Real  Property)  used in the  operation  of the  CRYSTALIX
Business or otherwise  possessed by CRYSTALIX,  including but not limited to all
trucks, automobiles, machinery, equipment, furniture and computers.

     5.10 SALES  DEPOSITS.  Schedule  5.10 lists all of the sales  deposits  for
products and/or services to be delivered and/or performed by CRYSTALIX after the
date of this Agreement.

     5.11 INVENTORY. All inventory of CRYSTALIX consists of items of quality and
quantity  saleable in the ordinary course of business at regular sales prices of
CRYSTALIX in the ordinary  course of its  business.  The  inventory  records for
CRYSTALIX  that has been delivered to LAZER-TEK are accurate with respect to the
data contained therein.

     5.12 ABSENCE OF  UNDISCLOSED  LIABILITIES.  Except as specified in Schedule
5.12, CRYSTALIX does not have any Liabilities,  and none of the CRYSTALIX Assets
is subject to any Liabilities.

     5.13 TAXES. Except as disclosed in Schedule 5.13,  CRYSTALIX has duly filed
all foreign, federal, state, local and other tax returns that are required to be
filed and that were due, and has paid all material  taxes and  assessments  that
have become due pursuant to such returns or pursuant to any assessment received.
Except as disclosed in Schedule 5.13, all taxes and other assessments and levies
that CRYSTALIX has been required by law to withhold or to collect have been duly
withheld  and  collected  and have  been paid  over to the  proper  governmental
authorities  or are  properly  held by  CRYSTALIX  for such  payment.  Except as
disclosed in Schedule 5.13,  there are no  proceedings or other actions,  nor is
there any basis for any  proceedings  or other  actions,  for the assessment and
collection of additional taxes of any kind for any period for which returns have
or should have been filed. To the best knowledge of CRYSTALIX,  CRYSTALIX is not
being audited nor has any audit in the past five years  resulted in the claim or
imposition of any penalty or additional tax on CRYSTALIX.

     5.14  SUBSIDIARIES.  CRYSTALIX does not own,  directly or  indirectly,  any
interest or investment (whether equity or debt) in any corporation, partnership,
business,  trust,  joint venture or other legal  entity,  other than shares in a
publicly  traded  company  not  exceeding  2% of the voting  securities  of that
company.

     5.15 LEGAL  PROCEEDINGS  AND  COMPLIANCE  WITH LAW.  Except as disclosed in
Schedule 5.15,  there is no Litigation that is pending or threatened  against or

                                       23
<PAGE>
related to CRYSTALIX. There has been no Default under any Regulations applicable
to  CRYSTALIX.  There  has been no  Default  with  respect  to any  Court  Order
applicable to CRYSTALIX.

     5.16 CONTRACTS.

          (a) Schedule 5.16 lists each Contract of the following  types to which
CRYSTALIX is a party,  or by which it is bound,  except for any  Contract  under
which the  executory  obligation  of  CRYSTALIX  involves an amount of less than
$1,000 (such excepted Contracts are referred to collectively as "CRYSTALIX Minor
Contracts"):

               (i)   Contracts with any present or former stockholder, director,
                     officer,  employee,  partner or  consultant of CRYSTALIX or
                     Affiliate thereof;

               (ii)  Contracts  for the  future  purchase  of, or  payment  for,
                     supplies or products, or for the lease of any Asset from or
                     the  performance of services by a third party, in excess of
                     $1,000 in any  individual  case,  or any  Contracts for the
                     sale of  inventory  or products  that  involve an amount in
                     excess of $1,000 with  respect to any one supplier or other
                     party;

               (iii) Contracts to sell or supply products or to perform services
                     that   involve  an  amount  in  excess  of  $1,000  in  any
                     individual case;

               (iv)  Contracts to lease to or to operate for any other party any
                     Asset  that  involve  an  amount in excess of $1,000 in any
                     individual case;

               (v)   Any notes, debentures,  bonds, conditional sale agreements,
                     equipment trust  agreements,  letter of credit  agreements,
                     reimbursement   agreements,   loan   agreements   or  other
                     Contracts for the borrowing or lending of money  (including
                     loans   to   or   from   officers,   directors,   partners,
                     stockholders  or  Affiliates of CRYSTALIX or any members of
                     their immediate families), agreements or arrangements for a
                     line of credit or for a guarantee of, or other  undertaking
                     in connection with, the indebtedness of any other Person;

               (vi)  Any  Contracts  under  which any  Encumbrances  exist  with
                     respect to any CRYSTALIX Assets; and

               (vii) Any other  Contracts  (other than CRYSTALIX Minor Contracts
                     and those  described  in any of (i) through (vi) above) not
                     made in the ordinary course of business.

          (b) Except as  disclosed  in  Schedule  5.16(b),  CRYSTALIX  is not in
Default  under any  Contract,  which  Default could result in a Liability on the
part of CRYSTALIX in excess of $10,000 in any individual case, and the aggregate

                                       24
<PAGE>
Liabilities  that could  result from all such  Defaults  do not exceed  $50,000.
Except  as  disclosed  in  Schedule  5.16(b),  CRYSTALIX  has not  received  any
communication  from, or given any  communication  to, any other party indicating
that CRYSTALIX or such other party,  as the case may be, is in Default under any
Contract where such Default could have a Material Adverse Effect.

          (c) The aggregate  amount of all CRYSTALIX  Minor  Contracts  does not
exceed $5,000.

     5.17  PATENTS AND OTHER  INTELLECTUAL  PROPERTY.  To the best  knowledge of
CRYSTALIX, CRYSTALIX neither currently uses nor has used in the operation of the
CRYSTALIX Business during the three years immediately preceding the execution of
this  Agreement  (including  in the  development  or  marketing  of products and
services) any patent,  trademark,  trade name,  service mark,  copyright,  trade
secret or know-how,  except for those listed in Schedule 5.17. Such items listed
on the CRYSTALIX Disclosure Schedule are referred to herein as the "Intellectual
Property."  All of the  Intellectual  Property,  as specified  in the  CRYSTALIX
Disclosure Schedule, are owned and/or appropriately licensed by CRYSTALIX,  and,
to the  best  knowledge  of  CRYSTALIX,  CRYSTALIX  is not  infringing  upon  or
unlawfully or wrongfully using any patent, trademark,  trade name, service mark,
copyright or trade secret owned or claimed by another Person.  CRYSTALIX has not
received  any  notice  of any  claim  of  infringement  or any  other  claim  or
proceeding,  with respect to any such  patent,  trademark,  trade name,  service
mark,  copyright or trade secret. No current or former employee of CRYSTALIX and
no other Person owns or has any proprietary, financial or other interest, direct
or indirect, in whole or in part, in any of the Intellectual Property, or in any
application therefor.

     5.18 EMPLOYEE RELATIONS. Except as disclosed on Schedule 5.18, CRYSTALIX is
not (a) a party to,  involved in or  threatened  by, any labor dispute or unfair
labor practice  charge or (b) currently  negotiating  any collective  bargaining
agreement,  and CRYSTALIX has not experienced any work stoppage during the three
years immediately preceding the execution of this Agreement.  Schedule 5.18 is a
complete  and  correct  list of the names  and  salaries,  bonus and other  cash
compensation of all executive officers of CRYSTALIX.

     5.19 BENEFIT  PLANS.  Except as disclosed  on Schedule  5.19,  there are no
Benefit Plans  sponsored or maintained by CRYSTALIX or under which CRYSTALIX may
be obligated.

     5.20 CORPORATE  RECORDS.  The minute books of CRYSTALIX  contain  complete,
correct  and  current  copies of its  Charter  Documents  and  bylaws and of all
minutes of meetings, resolutions and other proceedings of its Board of Directors
or committees  thereof and  stockholders.  The stock record book of CRYSTALIX is
complete, correct and current.

     5.21 ABSENCE OF CERTAIN  CHANGES.  Since the CRYSTALIX  Balance Sheet Date,
CRYSTALIX has conducted the CRYSTALIX  Business in the ordinary course and there
has not been:

                                       25
<PAGE>
          (a) any  material  adverse  change in the  CRYSTALIX  Business  or its
Liabilities;

          (b) any  distribution  or payment  declared  or made in respect of its
capital  stock  by way  of  dividends,  purchase  or  redemption  of  shares  or
otherwise;

          (c)  except  as  disclosed  in  Schedule  5.21,  any  increase  in the
compensation payable or to become payable to any director,  officer, employee or
agent, except for merit and seniority  increases for non-officer  employees made
in the ordinary  course of business,  nor any other change in any  employment or
consulting arrangement;

          (d) any sale,  assignment or transfer of the CRYSTALIX  Assets, or any
additions to or transactions  involving any CRYSTALIX  Assets,  other than those
made in the ordinary course of business;

          (e) other  than in the  ordinary  course of  business,  any  waiver or
release of any claim or right or cancellation of any debt held; or

          (f) any payments to any Affiliate of CRYSTALIX, except as specified in
Schedule 5.21.

     5.22 PREVIOUS SALES;  WARRANTIES.  To the best knowledge of CRYSTALIX,  all
goods  sold  or  distributed  and  services   performed  by  CRYSTALIX  were  of
merchantable  and  satisfactory  quality,  and  CRYSTALIX  has not  breached any
express or implied  warranties in connection  with the sale or  distribution  of
such goods and performances of such services.  CRYSTALIX has provided  LAZER-TEK
with true and correct  copies of all written  warranties (a) made by all Persons
from whom  CRYSTALIX has obtained any goods that have been resold or distributed
by CRYSTALIX, including any goods that constituted parts included in other goods
sold or  distributed  by CRYSTALIX and (b) made by CRYSTALIX with respect to any
goods that have been sold or distributed or services that have been performed by
CRYSTALIX.  No oral  guaranties were made by CRYSTALIX with respect to any goods
that have been sold or  distributed  or  services  that have been  performed  by
CRYSTALIX.

     5.23  CUSTOMERS.  CRYSTALIX  has used  commercially  reasonable  efforts to
maintain,  and currently maintains,  good working  relationships with all of its
customers and licensees.

     5.24 FINDER'S FEES. No Person  retained by CRYSTALIX is or will be entitled
to  any   commission  or  finder's  or  similar  fee  in  connection   with  the
Transactions.

     5.25 ACCURACY OF INFORMATION. No representation or warranty by CRYSTALIX in
any  Transaction  Document,  and no information  contained  therein or otherwise
delivered to CRYSTALIX in connection with the Transactions,  contains any untrue
statement of a material  fact or omits to state any material  fact  necessary in
order to make the statements  contained herein or therein not misleading.  There
is no fact known to CRYSTALIX that may materially adversely affect the CRYSTALIX
Assets or the CRYSTALIX  Business that has not been set forth in this  Agreement

                                       26
<PAGE>
or the other documents  furnished to CRYSTALIX on or prior to the date hereof in
connection with the Transactions.

                                    ARTICLE 6
              COVENANTS OF STOCKHOLDER AND LAZER-TEK DESIGNS, INC.

     6.1 OPERATION OF THE LAZER-TEK DESIGNS, INC. BUSINESS.

          (a) From the date hereof to the Closing, LAZER-TEK DESIGNS, INC. shall
conduct the LAZER-TEK DESIGNS,  INC. Business solely in the ordinary course, and
shall refrain from the following  actions in  furtherance  of and in addition to
such  restriction  (except as  contemplated  by this  Agreement):  amending  its
Charter Documents or bylaws;  merging or consolidating with, or acquiring all or
substantially  all of, or otherwise  acquiring any business  operations  of, any
Person;  selling or otherwise  disposing of any LAZER-TEK  DESIGNS,  INC. Assets
other than in the  ordinary  course;  entering  into any  Contract or  otherwise
incurring any Liability,  even if in the ordinary course, if LAZER-TEK  DESIGNS,
INC.'s  executory  obligation in any such individual  case, or series of related
cases,   exceeds  $1,000,   EXCEPT  THAT  ENTERING  INTO  CONTRACTS  TO  PROVIDE
LASER-ETCHED PRODUCTS TO CUSTOMERS IS PERMITTED WITHOUT RESTRICTION; discharging
or satisfying any  Encumbrance  or paying or satisfying  any material  Liability
except  pursuant to the terms  thereof or  compromising,  settling or  otherwise
modifying any material  claim or litigation;  or making any capital  expenditure
involving in any individual case, or series of related cases, more than $1,000.

          (b) From and after the Closing, LAZER-TEK DESIGNS, INC. shall cease to
conduct any  business  in the field of laser  etching  except as a wholly  owned
subsidiary of CRYSTALIX.

     6.2 STOCKHOLDER MEETING.  LAZER-TEK DESIGNS,  INC. shall cause a meeting of
its stockholders (the "LAZER-TEK DESIGNS,  INC. Stockholder Meeting") to be duly
called and held as soon as reasonably  practicable  for the purpose of voting on
the approval of this Agreement and the Transactions.  The directors of LAZER-TEK
DESIGNS,  INC.  shall  unanimously   recommend  to  LAZER-TEK  DESIGNS,   INC.'s
stockholders  that they vote in favor of the  approval of such two  matters.  In
connection  with  such  meeting,  LAZER-TEK  DESIGNS,  INC.  (a)  will  use  all
reasonable efforts to obtain the necessary approvals by its stockholders of this
Agreement  and the  Transactions  and (b) will  otherwise  comply with all legal
requirements applicable to such meeting.

     6.3  ACCESS.   LAZER-TEK  DESIGNS,   INC.  shall  give  CRYSTALIX  and  its
accountants, counsel and other representatives full access, without unreasonably
interfering with business operations,  to all properties,  books,  Contracts and
records of  LAZER-TEK  DESIGNS,  INC. and shall  furnish to  CRYSTALIX  all such
documents,  records  and  information  as  CRYSTALIX  shall  from  time  to time
reasonably request.

                                       27
<PAGE>
     6.4  NO  OTHER  NEGOTIATIONS.  Until  the  earlier  of the  Closing  or the
termination of this Agreement,  LAZER-TEK  DESIGNS,  INC. shall not (a) solicit,
encourage, directly or indirectly, any inquiries,  discussions or proposals for,
(b) continue,  propose or enter into any  negotiations  or  discussions  looking
toward  or (c) enter  into any  agreement  or  understanding  providing  for any
acquisition  of any capital stock of LAZER-TEK  DESIGNS,  INC. or of any part of
the LAZER-TEK  DESIGNS,  INC. Assets or the LAZER-TEK  DESIGNS,  INC.  Business,
other than as contemplated or authorized  hereby,  nor shall LAZER-TEK  DESIGNS,
INC.  provide  any  information  to any Person  (other than as  contemplated  by
Section 6.3) for the purpose of  evaluating  or  determining  whether to make or
pursue any such  inquiries  or proposals  with respect to any such  acquisition.
LAZER-TEK DESIGNS, INC. shall immediately notify CRYSTALIX of any such inquiries
or proposals or requests for  information for such purpose.  LAZER-TEK  DESIGNS,
INC. shall use commercially reasonable efforts to cause the directors, officers,
employees,  agents and other  representatives  of  LAZER-TEK  DESIGNS,  INC.  to
comply, with the provisions of this Section 6.4.

     6.5 MAINTENANCE OF THE LAZER-TEK DESIGNS,  INC. ASSETS.  LAZER-TEK DESIGNS,
INC. shall continue to maintain and service the LAZER-TEK  DESIGNS,  INC. Assets
consistent with past practice.  LAZER-TEK  DESIGNS,  INC. shall not, directly or
indirectly,  sell or encumber  all or any part of the  LAZER-TEK  DESIGNS,  INC.
Assets,  other than sales in the  ordinary  course of  business,  or initiate or
participate in any discussions or negotiations or enter into any agreement to do
any of the foregoing.

     6.6 EMPLOYEES AND BUSINESS  RELATIONS.  LAZER-TEK  DESIGNS,  INC. shall use
commercially  reasonable  efforts to keep  available the services of its current
employees,  licensees,  independent  contractors  and agents and to maintain its
relations  and goodwill  with its  suppliers,  customers,  distributors  and any
others having business relations with it.

     6.7  CONFIDENTIALITY.  Prior to and after the Closing,  LAZER-TEK  DESIGNS,
INC.  will  hold,  and will use  commercially  reasonable  efforts  to cause the
officers, directors, employees,  accountants, counsel, consultants, advisors and
agents of LAZER-TEK  DESIGNS,  INC. to hold, in confidence,  unless compelled to
disclose by judicial or administrative  process or by other requirements of law,
all confidential  documents and information  concerning  CRYSTALIX  furnished to
LAZER-TEK  DESIGNS,  INC. in  connection  with the  Transactions,  except to the
extent that such information can be shown to have been (a) previously known on a
non-confidential  basis by LAZER-TEK  DESIGNS,  INC.,  (b) in the public  domain
through no fault of LAZER-TEK  DESIGNS,  INC. or (c) later acquired by LAZER-TEK
DESIGNS,  INC. from sources other than CRYSTALIX so long as, to the knowledge of
LAZER-TEK  DESIGNS,  INC.,  such  sources  are not subject to a  contractual  or
fiduciary duty of  confidentiality  with respect to such  information;  provided
that  LAZER-TEK  DESIGNS,  INC. may disclose such  information  to its officers,
directors, employees,  accountants, counsel, consultants, advisors and agents in
connection  with  the  Transactions  so long as such  Persons  are  informed  by
LAZER-TEK DESIGNS,  INC. of the confidential  nature of such information and are
directed by LAZER-TEK  DESIGNS,  INC. to treat such information  confidentially.
The  obligation  of  LAZER-TEK  DESIGNS,  INC. to hold any such  information  in

                                       28
<PAGE>
confidence shall be satisfied if it exercises the same care with respect to such
information as it would take to preserve the  confidentiality of its own similar
information. If this Agreement is terminated,  LAZER-TEK DESIGNS, INC. will, and
will use  commercially  reasonable  efforts  to cause the  officers,  directors,
employees,  accountants,  counsel, consultants, advisors and agents of LAZER-TEK
DESIGNS,  INC.  to,  destroy or deliver to  CRYSTALIX  all  documents  and other
materials, and all copies thereof, obtained by LAZER-TEK DESIGNS, INC. or on its
behalf from CRYSTALIX in connection with this Agreement that are subject to such
confidence.

     6.8  FULFILLMENT  OF  CONDITIONS.   LAZER-TEK   DESIGNS,   INC.  shall  use
commercially reasonable efforts to fulfill the conditions specified in Article 9
to the extent that the fulfillment of such conditions is within its control. The
foregoing  obligation includes (a) the execution and delivery of the Transaction
Documents and (b) taking or refraining  from such actions as may be necessary to
fulfill such  conditions  (including  conducting  the  LAZER-TEK  DESIGNS,  INC.
Business  in such  manner  that on the  Closing  Date  the  representations  and
warranties  of LAZER-TEK  DESIGNS,  INC.  contained  herein shall be accurate as
though then made, except as contemplated by the terms hereof).

     6.9 DISCLOSURE OF CERTAIN  MATTERS.  During the period from the date hereof
through the Closing Date,  LAZER-TEK  DESIGNS,  INC. shall give CRYSTALIX prompt
written notice of any event or  development  that occurs that (a) had it existed
or been known on the date hereof would have been required to be disclosed  under
this  Agreement,  (b) would cause any of the  representations  and warranties of
LAZER-TEK  DESIGNS,   INC.  contained  herein  to  be  inaccurate  or  otherwise
misleading,  (c) gives LAZER-TEK DESIGNS, INC. any reason to believe that any of
the  conditions  set  forth  in  Article  9 will not be  satisfied  prior to the
Termination Date, or (d) is of a nature that is or may be materially  adverse to
the  operations,  prospects or condition  (financial  or otherwise) of LAZER-TEK
DESIGNS, INC.

     6.10 SATISFACTION OF LIABILITIES.  Except as otherwise  prohibited  herein,
prior to and after the Closing,  LAZER-TEK DESIGNS, INC. will perform all of its
obligations,  contractual or otherwise,  and discharge all of its Liabilities in
accordance with the terms thereof.

     6.11 NO VIOLATION OF  SECURITIES  LAWS.  LAZER-TEK  DESIGNS,  INC. will not
sell,  transfer or otherwise dispose of any of the CRYSTALIX Shares in violation
of the Securities Act.

     6.12  EXPENSES.  LAZER-TEK  DESIGNS,  INC.  shall  pay  all of  the  legal,
accounting and other expenses incurred by LAZER-TEK DESIGNS,  INC. in connection
with the Transactions.

                                    ARTICLE 7
                      COVENANTS OF LAZER-TEK DESIGNS, LTD.

     7.1 OPERATION OF THE LAZER-TEK DESIGNS, LTD. BUSINESS.

                                       29
<PAGE>
          (a) From the date hereof to the Closing, LAZER-TEK DESIGNS, LTD. shall
conduct the LAZER-TEK DESIGNS,  LTD. Business solely in the ordinary course, and
shall refrain from the following  actions in  furtherance  of and in addition to
such  restriction  (except as  contemplated  by this  Agreement):  amending  its
Charter Documents or bylaws;  merging or consolidating with, or acquiring all or
substantially  all of, or otherwise  acquiring any business  operations  of, any
Person;  selling or otherwise  disposing of any LAZER-TEK  DESIGNS,  LTD. Assets
other than in the  ordinary  course;  entering  into any  Contract or  otherwise
incurring any Liability,  even if in the ordinary course, if LAZER-TEK  DESIGNS,
LTD.'s  executory  obligation in any such individual  case, or series of related
cases,   exceeds  $1,000,   EXCEPT  THAT  ENTERING  INTO  CONTRACTS  TO  PROVIDE
LASER-ETCHED PRODUCTS TO CUSTOMERS IS PERMITTED WITHOUT RESTRICTION; discharging
or satisfying any  Encumbrance  or paying or satisfying  any material  Liability
except  pursuant to the terms  thereof or  compromising,  settling or  otherwise
modifying any material  claim or litigation;  or making any capital  expenditure
involving in any individual case, or series of related cases, more than $1,000.

          (b) From and after the Closing, LAZER-TEK DESIGNS, LTD. shall cease to
conduct any  business  in the field of laser  etching  except as a wholly  owned
subsidiary of CRYSTALIX.

     7.2 STOCKHOLDER MEETING.  LAZER-TEK DESIGNS,  LTD. shall cause a meeting of
its stockholders (the " LAZER-TEK DESIGNS, LTD. Stockholder Meeting") to be duly
called and held as soon as reasonably  practicable  for the purpose of voting on
the approval of this Agreement and the Transactions.  The directors of LAZER-TEK
DESIGNS,  LTD.  shall  unanimously   recommend  to  LAZER-TEK  DESIGNS,   LTD.'s
stockholders  that they vote in favor of the  approval of such two  matters.  In
connection  with  such  meeting,  LAZER-TEK  DESIGNS,  LTD.  (a)  will  use  all
reasonable efforts to obtain the necessary approvals by its stockholders of this
Agreement  and the  Transactions  and (b) will  otherwise  comply with all legal
requirements applicable to such meeting.

     7.3  ACCESS.   LAZER-TEK  DESIGNS,   LTD.  shall  give  CRYSTALIX  and  its
accountants, counsel and other representatives full access, without unreasonably
interfering with business operations,  to all properties,  books,  Contracts and
records of  LAZER-TEK  DESIGNS,  LTD. and shall  furnish to  CRYSTALIX  all such
documents,  records  and  information  as  CRYSTALIX  shall  from  time  to time
reasonably request.

     7.4  NO  OTHER  NEGOTIATIONS.  Until  the  earlier  of the  Closing  or the
termination of this Agreement,  LAZER-TEK  DESIGNS,  LTD. shall not (a) solicit,
encourage, directly or indirectly, any inquiries,  discussions or proposals for,
(b) continue,  propose or enter into any  negotiations  or  discussions  looking
toward  or (c) enter  into any  agreement  or  understanding  providing  for any
acquisition  of any capital stock of LAZER-TEK  DESIGNS,  LTD. or of any part of
the LAZER-TEK  DESIGNS,  LTD. Assets or the LAZER-TEK  DESIGNS,  LTD.  Business,
other than as contemplated or authorized  hereby,  nor shall LAZER-TEK  DESIGNS,
LTD.  provide  any  information  to any Person  (other than as  contemplated  by
Section 7.3) for the purpose of  evaluating  or  determining  whether to make or

                                       30
<PAGE>
pursue any such  inquiries  or proposals  with respect to any such  acquisition.
LAZER-TEK DESIGNS, LTD. shall immediately notify CRYSTALIX of any such inquiries
or proposals or requests for  information for such purpose.  LAZER-TEK  DESIGNS,
LTD. shall use commercially reasonable efforts to cause the directors, officers,
employees,  agents and other  representatives  of  LAZER-TEK  DESIGNS,  LTD.  to
comply, with the provisions of this Section 7.4.

     7.5 MAINTENANCE OF THE LAZER-TEK DESIGNS,  LTD. ASSETS.  LAZER-TEK DESIGNS,
LTD. shall continue to maintain and service the LAZER-TEK  DESIGNS,  LTD. Assets
consistent with past practice.  LAZER-TEK  DESIGNS,  LTD. shall not, directly or
indirectly,  sell or encumber  all or any part of the  LAZER-TEK  DESIGNS,  LTD.
Assets,  other than sales in the  ordinary  course of  business,  or initiate or
participate in any discussions or negotiations or enter into any agreement to do
any of the foregoing.

     7.6 EMPLOYEES AND BUSINESS  RELATIONS.  LAZER-TEK  DESIGNS,  LTD. shall use
commercially  reasonable  efforts to keep  available the services of its current
employees,  licensees,  independent  contractors  and agents and to maintain its
relations  and goodwill  with its  suppliers,  customers,  distributors  and any
others having business relations with it.

     7.7  CONFIDENTIALITY.  Prior to and after the Closing,  LAZER-TEK  DESIGNS,
LTD.  will  hold,  and will use  commercially  reasonable  efforts  to cause the
officers, directors, employees,  accountants, counsel, consultants, advisors and
agents of LAZER-TEK  DESIGNS,  LTD. to hold, in confidence,  unless compelled to
disclose by judicial or administrative  process or by other requirements of law,
all confidential  documents and information  concerning  CRYSTALIX  furnished to
LAZER-TEK  DESIGNS,  LTD. in  connection  with the  Transactions,  except to the
extent that such information can be shown to have been (a) previously known on a
non-confidential  basis by LAZER-TEK  DESIGNS,  LTD.,  (b) in the public  domain
through no fault of LAZER-TEK  DESIGNS,  LTD. or (c) later acquired by LAZER-TEK
DESIGNS,  LTD. from sources other than CRYSTALIX so long as, to the knowledge of
LAZER-TEK  DESIGNS,  LTD.,  such  sources  are not subject to a  contractual  or
fiduciary duty of  confidentiality  with respect to such  information;  provided
that  LAZER-TEK  DESIGNS,  LTD. may disclose such  information  to its officers,
directors, employees,  accountants, counsel, consultants, advisors and agents in
connection  with  the  Transactions  so long as such  Persons  are  informed  by
LAZER-TEK DESIGNS,  LTD. of the confidential  nature of such information and are
directed by LAZER-TEK  DESIGNS,  LTD. to treat such information  confidentially.
The  obligation  of  LAZER-TEK  DESIGNS,  LTD. to hold any such  information  in
confidence shall be satisfied if it exercises the same care with respect to such
information as it would take to preserve the  confidentiality of its own similar
information. If this Agreement is terminated,  LAZER-TEK DESIGNS, LTD. will, and
will use  commercially  reasonable  efforts  to cause the  officers,  directors,
employees,  accountants,  counsel, consultants, advisors and agents of LAZER-TEK
DESIGNS,  LTD.  to,  destroy or deliver to  CRYSTALIX  all  documents  and other
materials, and all copies thereof, obtained by LAZER-TEK DESIGNS, LTD. or on its
behalf from CRYSTALIX in connection with this Agreement that are subject to such
confidence.

     7.8  FULFILLMENT  OF  CONDITIONS.   LAZER-TEK   DESIGNS,   LTD.  shall  use
commercially reasonable efforts to fulfill the conditions specified in Article 9

                                       31
<PAGE>
to the extent that the fulfillment of such conditions is within its control. The
foregoing  obligation includes (a) the execution and delivery of the Transaction
Documents and (b) taking or refraining  from such actions as may be necessary to
fulfill such  conditions  (including  conducting  the  LAZER-TEK  DESIGNS,  LTD.
Business  in such  manner  that on the  Closing  Date  the  representations  and
warranties  of LAZER-TEK  DESIGNS,  LTD.  contained  herein shall be accurate as
though then made, except as contemplated by the terms hereof).

     7.9 DISCLOSURE OF CERTAIN  MATTERS.  During the period from the date hereof
through the Closing Date,  LAZER-TEK  DESIGNS,  LTD. shall give CRYSTALIX prompt
written notice of any event or  development  that occurs that (a) had it existed
or been known on the date hereof would have been required to be disclosed  under
this  Agreement,  (b) would cause any of the  representations  and warranties of
LAZER-TEK  DESIGNS,   LTD.  contained  herein  to  be  inaccurate  or  otherwise
misleading,  (c) gives LAZER-TEK DESIGNS, LTD. any reason to believe that any of
the  conditions  set  forth  in  Article  9 will not be  satisfied  prior to the
Termination Date, or (d) is of a nature that is or may be materially  adverse to
the  operations,  prospects or condition  (financial  or otherwise) of LAZER-TEK
DESIGNS, LTD..

     7.10 SATISFACTION OF LIABILITIES.  Except as otherwise  prohibited  herein,
prior to and after the Closing,  LAZER-TEK DESIGNS, LTD. will perform all of its
obligations,  contractual or otherwise,  and discharge all of its Liabilities in
accordance with the terms thereof.

     7.11 NO VIOLATION OF  SECURITIES  LAWS.  LAZER-TEK  DESIGNS,  LTD. will not
sell,  transfer or otherwise dispose of any of the CRYSTALIX Shares in violation
of the Securities Act.

     7.12  EXPENSES.  LAZER-TEK  DESIGNS,  LTD.  shall  pay  all of  the  legal,
accounting and other expenses incurred by LAZER-TEK DESIGNS,  LTD. in connection
with the Transactions.

                                    ARTICLE 8
                             COVENANTS OF CRYSTALIX

     8.1  OPERATION  OF THE  CRYSTALIX  BUSINESS.  From the date  hereof  to the
Closing,  CRYSTALIX shall conduct the CRYSTALIX  Business solely in the ordinary
course,  and shall refrain from the following  actions in  furtherance of and in
addition  to such  restriction  (except  as  contemplated  by  this  Agreement):
amending its Charter  Documents or bylaws;  merging or  consolidating  with,  or
acquiring  all or  substantially  all of, or  otherwise  acquiring  any business
operations  of, any Person;  selling or  otherwise  disposing  of any  CRYSTALIX
Assets  other  than in the  ordinary  course;  entering  into  any  Contract  or
otherwise  incurring  any  Liability,   even  if  in  the  ordinary  course,  if
CRYSTALIX's  executory  obligation  in any such  individual  case,  or series of
related  cases,  exceeds  $1,000,  EXCEPT THAT ENTERING INTO  CONTRACTS WITH NEW
AFFILIATES  AND/OR TO PROVIDE  LASER-ETCHED  PRODUCTS TO  CUSTOMERS IS PERMITTED
WITHOUT  RESTRICTION;  discharging  or satisfying  any  Encumbrance or paying or

                                       32
<PAGE>
satisfying  any  material  Liability  except  pursuant  to the terms  thereof or
compromising,  settling or otherwise modifying any material claim or litigation;
or making any capital expenditure involving in any individual case, or series of
related cases, more than $1,000.

     8.2 ACCESS. CRYSTALIX shall give LAZER-TEK and its accountants, counsel and
other  representatives  full  access,  without  unreasonably   interfering  with
business  operations,  to  all  properties,  books,  Contracts  and  records  of
CRYSTALIX  and shall  furnish  to  LAZER-TEK  all such  documents,  records  and
information as LAZER-TEK shall from time to time reasonably request.

     8.3  NO  OTHER  NEGOTIATIONS.  Until  the  earlier  of the  Closing  or the
termination  of this  Agreement,  CRYSTALIX  shall not (a)  solicit,  encourage,
directly or  indirectly,  any  inquiries,  discussions  or  proposals  for,  (b)
continue,  propose or enter into any negotiations or discussions  looking toward
or (c) enter into any agreement or  understanding  providing for any acquisition
of any capital stock of CRYSTALIX or of any part of the CRYSTALIX  Assets or the
CRYSTALIX  Business,  other than as contemplated or authorized hereby, nor shall
CRYSTALIX  provide any  information to any Person (other than as contemplated by
Section 8.2) for the purpose of  evaluating  or  determining  whether to make or
pursue any such  inquiries  or proposals  with respect to any such  acquisition.
CRYSTALIX shall immediately  notify LAZER-TEK of any such inquiries or proposals
or requests for information for such purpose.  CRYSTALIX shall use  commercially
reasonable efforts to cause the directors, officers, employees, agents and other
representatives of CRYSTALIX to comply, with the provisions of this Section 8.3.

     8.4  MAINTENANCE  OF THE  CRYSTALIX  ASSETS.  CRYSTALIX  shall  continue to
maintain  and  service  the  CRYSTALIX  Assets  consistent  with past  practice.
CRYSTALIX shall not, directly or indirectly, sell or encumber all or any part of
the CRYSTALIX  Assets,  other than sales in the ordinary course of business,  or
initiate or participate in any  discussions  or  negotiations  or enter into any
agreement to do any of the foregoing.

     8.5  EMPLOYEES AND BUSINESS  RELATIONS.  CRYSTALIX  shall use  commercially
reasonable  efforts to keep  available  the  services of its current  employees,
licensees,  independent contractors and agents and to maintain its relations and
goodwill  with its  suppliers,  customers,  distributors  and any others  having
business relations with it.

     8.6  CONFIDENTIALITY.  Prior to the Closing,  CRYSTALIX will hold, and will
use commercially reasonable efforts to cause the officers, directors, employees,
accountants,  counsel, consultants, advisors and agents of CRYSTALIX to hold, in
confidence,  unless compelled to disclose by judicial or administrative  process
or by other  requirements  of law, all  confidential  documents and  information
concerning LAZER-TEK furnished to CRYSTALIX in connection with the Transactions,
except  to the  extent  that  such  information  can be shown  to have  been (a)
previously  known on a  nonconfidential  basis by  CRYSTALIX,  (b) in the public
domain  through no fault of  CRYSTALIX or (c) later  acquired by CRYSTALIX  from
sources other than  LAZER-TEK so long as, to the  knowledge of  CRYSTALIX,  such
sources are not subject to a contractual  or fiduciary  duty of  confidentiality

                                       33
<PAGE>
with respect to such  information;  provided  that  CRYSTALIX  may disclose such
information  to  its  officers,  directors,  employees,   accountants,  counsel,
consultants,  advisors and agents in connection with the Transactions so long as
such  Persons  are  informed by  CRYSTALIX  of the  confidential  nature of such
information   and  are  directed  by   CRYSTALIX   to  treat  such   information
confidentially.  The  obligation  of CRYSTALIX to hold any such  information  in
confidence shall be satisfied if it exercises the same care with respect to such
information as it would take to preserve the  confidentiality of its own similar
information.  If this  Agreement is  terminated,  CRYSTALIX  will,  and will use
commercially  reasonable  efforts to cause the officers,  directors,  employees,
accountants,  counsel, consultants, advisors and agents of CRYSTALIX to, destroy
or  deliver to  LAZER-TEK  all  documents  and other  materials,  and all copies
thereof,  obtained by  CRYSTALIX or on its behalf from  LAZER-TEK in  connection
with this Agreement that are subject to such confidence.

     8.7 EXPENSES.  CRYSTALIX  shall pay all of the legal,  accounting and other
expenses incurred by CRYSTALIX in connection with the Transactions.

     8.8  FULFILLMENT  OF  CONDITIONS.  From the  date  hereof  to the  Closing,
CRYSTALIX shall use  commercially  reasonable  efforts to fulfill the conditions
specified in Article 10 to the extent that the fulfillment of such conditions is
within its control.  The  foregoing  obligation  includes (a) the  execution and
delivery of the  Transaction  Documents and (b) taking or  refraining  from such
actions as may be necessary to fulfill such conditions (including conducting the
business  of   CRYSTALIX   in  such   manner  that  on  the  Closing   Date  the
representations  and warranties of CRYSTALIX  contained herein shall be accurate
as though then made).

     8.9 BOARD OF  DIRECTORS  MEETING.  CRYSTALIX  shall  cause a meeting of its
Board of Directors  (the  "CRYSTALIX  Directors  Meeting") to be duly called and
held as soon as reasonably practicable for the purpose of voting on the approval
of this Agreement and the Transactions.

     8.10 DISCLOSURE OF CERTAIN MATTERS.  During the period from the date hereof
through the Closing Date,  CRYSTALIX shall give LAZER-TEK  prompt written notice
of any event or development that occurs that (a) had it existed or been known on
the date hereof would have been required to be disclosed  under this  Agreement,
(b) would cause any of the representations and warranties of CRYSTALIX contained
herein to be  inaccurate  or otherwise  misleading  or (c) gives  CRYSTALIX  any
reason to believe that any of the  conditions set forth in Article 9 will not be
satisfied prior to the Termination Date.

                                    ARTICLE 9
                    CONDITIONS PRECEDENT TO THE TRANSACTIONS

     9.1 CONDITIONS TO OBLIGATIONS OF CRYSTALIX. The obligations of CRYSTALIX to
consummate the Transactions  shall be subject to the satisfaction or waiver,  on
or before the Closing, of each of the following conditions:

                                       34
<PAGE>
          (a) STOCKHOLDER  APPROVAL.  The Transactions  shall have been approved
and adopted by the  Stockholder  of both Lazer-Tek  Designs,  Inc. and Lazer-Tek
Designs,  Ltd. in accordance with their respective Articles of Incorporation and
bylaws.

          (b)  REPRESENTATIONS  AND  WARRANTIES  TRUE. The  representations  and
warranties  of  LAZER-TEK  DESIGNS,   INC.,  LAZER-TEK  DESIGNS,  LTD.  and  the
Stockholder  contained herein shall be true and correct in all material respects
at and as of the  date  hereof  and at  and as of the  Closing  as  though  such
representations and warranties were made again at and as of the Closing,  except
for changes contemplated by this Agreement.

          (c) PERFORMANCE.  LAZER-TEK DESIGNS, INC., LAZER-TEK DESIGNS, LTD. and
the Stockholder  shall have performed and complied in all material respects with
the agreements  contained in this Agreement required to be performed or complied
with by it on or prior to the Closing.

          (d)  CONSENTS  AND  APPROVALS.   LAZER-TEK  DESIGNS,  INC.,  LAZER-TEK
DESIGNS, LTD. and the Stockholder shall have obtained all governmental and third
party  consents and approvals  necessary,  proper or advisable to consummate the
Transactions,  except for those which would not have a Material  Adverse Effect.
Such third party consents shall include the Required Consents.

          (e) NO GOVERNMENTAL ORDER OR REGULATION.  There shall not be in effect
any order, decree or injunction (whether preliminary,  final or appealable) of a
United  States  federal  or  state  court  of  competent  jurisdiction,  and  no
Regulation shall have been enacted or promulgated by any governmental  authority
or agency, that prohibits consummation of the Transactions.

          (f) OTHER DOCUMENTS.  CRYSTALIX shall have received executed copies of
all Transaction  Documents to which LAZER-TEK or any LAZER-TEK  stockholder is a
party to the extent that they shall not have been received prior to the Closing.
CRYSTALIX  shall have received all other  documents  required under the terms of
any of the Transaction Documents and any other documents reasonably requested on
or prior to the Closing Date.

          (g) LOCK-UP  AGREEMENT.  Each of the CRYSTALIX Share  Recipients shall
enter into a lock-up  agreement  restricting the sale of all of their respective
shares for a period of  twenty-four  (24) months from the Closing Date in a form
substantially similar to that attached hereto as Exhibit E.

          (h) WALTHER EMPLOYMENT AGREEMENT.  Stockholder shall have executed and
delivered the Walther Employment  Agreement in a form  substantially  similar to
that attached hereto as Exhibit F.

          (i)  LEE  EMPLOYMENT   AGREEMENT.   Douglas  Lee  (a  CRYSTALIX  Share
Recipient)  shall have executed and delivered the Lee Employment  Agreement in a
form substantially similar to that attached hereto as Exhibit G.

                                       35
<PAGE>
          (j) STOCK AND PLEDGE  AGREEMENT.  Stockholder  shall have executed and
delivered the Stock and Pledge Agreement in a form substantially similar to that
attached hereto as Exhibit H.

     9.2 CONDITIONS TO OBLIGATIONS OF LAZER-TEK. The obligations of LAZER-TEK to
consummate the Transactions  shall be subject to the satisfaction or waiver,  on
or before the Closing, of each of the following conditions:

          (a)  REPRESENTATIONS  AND  WARRANTIES  TRUE. The  representations  and
warranties  of  CRYSTALIX  contained  herein  shall be true and  correct  in all
material  respects  at and as of the date when made and at and as of the Closing
as though such  representations  and warranties were made again at and as of the
Closing, except for changes contemplated by this Agreement.

          (b)  PERFORMANCE.  CRYSTALIX  shall have performed and complied in all
material respects with the agreements contained in this Agreement required to be
performed or complied with by them on or prior to the Closing.

          (c) NO GOVERNMENTAL ORDER OR REGULATION.  There shall not be in effect
any order, decree or injunction (whether preliminary,  final or appealable) of a
United  States  federal  or  state  court  of  competent  jurisdiction,  and  no
Regulation shall have been enacted or promulgated by any governmental  authority
or agency, that prohibits consummation of the Transactions.

          (d) OTHER DOCUMENTS.  LAZER-TEK shall have received executed copies of
all Transaction  Documents to which CRYSTALIX is a party to the extent that they
shall not have been received prior to the Closing. LAZER-TEK shall have received
all other documents required under the terms of any of the Transaction Documents
and any other documents reasonably requested on or prior to the Closing Date.

          (e) WALTHER  EMPLOYMENT  AGREEMENT.  CRYSTALIX shall have executed and
delivered the Walther Employment Agreement.

          (f) LEE  EMPLOYMENT  AGREEMENT.  CRYSTALIX  shall  have  executed  and
delivered the Lee Employment Agreement.

          (g) RYAN PROMISSORY NOTE AND RYAN SECURITY AGREEMENT.  CRYSTALIX shall
have  executed and  delivered  the Ryan  Promissory  Note and the Ryan  Security
Agreement.

                                   ARTICLE 10
                                 INDEMNIFICATION

     Stockholder shall indemnify and hold harmless CRYSTALIX and its Affiliates,
officers,  directors,  employees,  agents,  successors  and  assigns  (each,  an

                                       36
<PAGE>
"Indemnified  Party") from,  against and in respect of any and all  Liabilities,
claims,  demands,  judgments,   settlement  payments,  losses,  costs,  damages,
deficiencies  and  expenses   whatsoever   (including   reasonable   attorneys',
consultants' and other professional fees and disbursements of every kind, nature
and  description  incurred by such  Indemnified  Party in connection  therewith)
(collectively,  "Damages") that such  Indemnified  Party may sustain,  suffer or
incur  and  that  result  from,  arise  out of or  relate  to (a)  any  Excluded
Liability, (b) any breach of or any inaccuracy in any representation,  warranty,
covenant or agreement of the Stockholder contained in this Agreement,  including
any breach of the  obligation to indemnify  hereunder,  and (c) any Liability or
obligation  of  LAZER-TEK  involving  taxes due and payable by, or imposed  with
respect to LAZER-TEK for any taxable  periods  ending on or prior to the Closing
Date which are open to examination by the Internal  Revenue Service  pursuant to
any applicable  statute of limitations under the Code (whether or not such taxes
have been due and payable); PROVIDED, HOWEVER, that no claim for indemnification
shall be made unless and until the aggregate amount of Damages sought under this
Section 10 exceeds $5,000, in which case a claim for indemnification can be made
for the entire amount of Damages suffered.

                                   ARTICLE 11
                                   TERMINATION

     11.1 GROUNDS FOR TERMINATION.  This Agreement may be terminated at any time
prior to the Closing Date:

          (a)  by  mutual  written  consent  of  CRYSTALIX,   LAZER-TEK  or  the
Stockholder;

          (b) by either CRYSTALIX,  LAZER-TEK or the Stockholder, if the Closing
has not  occurred by December  20, 2002 (such date,  as it may be extended  from
time  to  time  by  the  written  agreement  of  CRYSTALIX,   LAZER-TEK  or  the
Stockholder,  is  referred  to  herein  as the  "Termination  Date");  provided,
however,  that the right to terminate this Agreement under this paragraph (b) of
Section  11.1 shall not be  available  to any party that has breached any of its
covenants, representations or warranties in this Agreement;

          (c)  by  LAZER-TEK,  if  CRYSTALIX  shall  have  breached  any  of its
covenants  hereunder  in any  material  respect  or if the  representations  and
warranties  of  CRYSTALIX  contained  in this  Agreement  shall  not be true and
correct,  except for such changes as are contemplated by this Agreement,  in all
material  respects,  and in either  event,  if such  breach is  subject to cure,
CRYSTALIX  has not cured such  breach  within 10  business  days of  LAZER-TEK's
notice of an intent to terminate;

          (d) by CRYSTALIX,  if LAZER-TEK or the Stockholder shall have breached
any of its covenants hereunder in any material respect or if the representations
and warranties of LAZER-TEK or the Stockholder contained in this Agreement shall
not be true and  correct,  except for such changes as are  contemplated  by this

                                       37
<PAGE>
Agreement,  in all material  respects,  and in either  event,  if such breach is
subject to cure,  LAZER-TEK or the Stockholder have not cured such breach within
10 business days of CRYSTALIX's notice of an intent to terminate; or

          (e) by CRYSTALIX,  if at the LAZER-TEK DESIGNS,  INC. and/or LAZER-TEK
DESIGNS,  LTD.  Stockholder Meeting (including any adjournments  thereof),  this
Agreement  and the  Transactions  shall fail to be  approved  and adopted by the
affirmative vote of the Stockholder.

     11.2 EFFECT OF  TERMINATION.  If this  Agreement is terminated  pursuant to
Section  11.1,  the  agreements  contained  in Sections  6.7,  7.7 and 8.6 shall
survive the termination  hereof. In addition,  any party may pursue any legal or
equitable  remedies  that may be  available  if such  termination  is based on a
breach of another party.

                                   ARTICLE 12
                        CONTENTS OF AGREEMENT, AMENDMENT,
                      PARTIES IN INTEREST, ASSIGNMENT, ETC.

     This  Agreement sets forth the entire  understanding  of the parties hereto
with  respect to the  subject  matter  hereof.  This  Agreement  may be amended,
modified or supplemented  only by a written  instrument duly executed by each of
the  parties  hereto.  This  Agreement  shall be  binding  upon and inure to the
benefit of and be enforceable by the respective  heirs,  legal  representatives,
successors and permitted assigns of the parties hereto,  and with respect to the
Ryan Loan,  the Ryan  Promissory  Note,  the Ryan Security  Agreement,  the Ryan
Payment and the Ryan  Consulting Fee, inure to the benefit of and be enforceable
by the respective heirs, legal representatives, successors and permitted assigns
of Ryan and Ryan Capital Management. No party hereto shall assign this Agreement
or any right,  benefit or  obligation  hereunder.  Any term or provision of this
Agreement may be waived at any time by the party entitled to the benefit thereof
by a written  instrument  duly executed by such party.  The parties hereto shall
execute  and deliver any and all  documents  and take any and all other  actions
that may be deemed reasonably  necessary by their respective counsel to complete
the Transactions.

                                   ARTICLE 13
                                 INTERPRETATION

     Unless the  context  of this  Agreement  clearly  requires  otherwise,  (a)
references to the plural include the singular, the singular the plural, the part
the whole,  (b) "or" has the inclusive  meaning  frequently  identified with the
phrase  "and/or"  and (c)  "including"  has  the  inclusive  meaning  frequently
identified  with the phrase "but not limited to." The section and other headings
contained  in this  Agreement  are for  reference  purposes  only and  shall not
control or affect  the  construction  of this  Agreement  or the  interpretation
thereof in any respect. Section, subsection, schedule and exhibit references are
to this Agreement unless otherwise  specified.  Each accounting term used herein
that is not specifically defined herein shall have the meaning given to it under
GAAP.

                                       38
<PAGE>
                                   ARTICLE 14
                                     NOTICES

     All notices that are required or  permitted  hereunder  shall be in writing
and shall be  sufficient  if  personally  delivered  or sent by mail,  facsimile
message or Federal  Express or other  delivery  service.  Any  notices  shall be
deemed  given upon the  earlier of the date when  received  at, or the third day
after the date when sent by  registered  or certified  mail or the day after the
date when sent by Federal Express to, the address or fax number set forth below,
unless  such  address  or fax  number is  changed  by notice to the other  party
hereto:

If to CRYSTALIX:                        WITH A COURTESY COPY TO:

ARMIN VAN DAMME                         CHRISTOPHER R. GROBL, ESQ.
CRYSTALIX GROUP INTERNATIONAL, INC.     SILVER STATE LEGAL
5720 South Arville Street, Suite 114    4625 West Nevso Drive
Las Vegas, Nevada 89118                 Las Vegas, Nevada 89103

If to LAZER-TEK:                        WITH A COURTESY COPY TO:

___________________________________     DONALD G. MARTIN, ESQ.
___________________________________     GORDON & SILVER, LTD.
___________________________________     3960 Howard Hughes Pkwy, 9TH Floor
___________________________________     Las Vegas, Nevada 89109

If to Stockholder:                      WITH A COURTESY COPY TO:

LENA WALTHER                            DONALD G. MARTIN, ESQ.
___________________________________     GORDON & SILVER, LTD.
___________________________________     3960 Howard Hughes Pkwy, 9TH Floor
___________________________________     Las Vegas, Nevada 89109

                                   ARTICLE 15
                                  GOVERNING LAW

     This Agreement  shall be construed and  interpreted in accordance  with the
laws of the  State  of  Nevada,  without  regard  to its  provisions  concerning
conflict of laws.

                                       39
<PAGE>
                                   ARTICLE 16
                                  COUNTERPARTS

     This Agreement may be executed in two or more  counterparts,  each of which
shall be binding  as of the date first  written  above,  and all of which  shall
constitute  one and the same  instrument.  Each  such  copy  shall be  deemed an
original,  and it shall not be necessary  in making  proof of this  Agreement to
produce or account for more than one such counterpart.

                                   ARTICLE 17
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

     All  representations  and warranties made by any party in this Agreement or
pursuant hereto shall survive the Closing hereunder and any investigation at any
time  made by or on  behalf  of the  other  party  and for a period  of one year
following the Closing.

                                   ARTICLE 18
                               REMEDIES CUMULATIVE

     The remedies  provided  herein shall be cumulative and shall not preclude a
party from asserting any other rights or seeking any other remedies  against the
other party or its successors or assigns.

                                   ARTICLE 19
                                  SEVERABILITY

     The invalidity of any one or more of the words, phrases, sentences, clauses
or sections  contained in this Agreement shall not affect the  enforceability of
the remaining  portions of this Agreement or any part thereof,  all of which are
inserted  conditionally  on their being valid in law, and, in the event that any
one or more of the words,  phrases,  sentences,  clause or sections contained in
this Agreement shall be declared  invalid,  this Agreement shall be construed as
if such invalid word or words, phrase or phrases, sentence or sentences,  clause
or clauses, or section or sections had not been inserted.  If such invalidity is
caused  by  length  of time or size of area,  or  both,  the  otherwise  invalid
provision  will be considered to be reduced to a period or area which would cure
such invalidity.

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<PAGE>
                                   ARTICLE 20
                                  BULK TRANSFER

     The parties hereto waive compliance with the requirements of the bulk sales
law of any jurisdiction in connection with the sale of the LAZER-TEK Shares.

                                   ARTICLE 21
                                   ARBITRATION

     The parties agree that all disputes,  claims, and controversies  between or
among them arising from or relating to this  Agreement  shall be  arbitrated  in
Clark  County,  Nevada,  pursuant  to  the  Rules  of the  American  Arbitration
Association, upon the request of any party.

     IN WITNESS WHEREOF,  this Agreement has been executed by the parties hereto
as of the day and year first written above.


                                        CRYSTALIX GROUP INTERNATIONAL, INC.
                                        A NEVADA CORPORATION


                                        By:_____________________________________
                                        Name:
                                        Title:


                                        LAZER-TEK DESIGNS, INC.
                                        A NEVADA CORPORATION


                                        By:_____________________________________
                                        Name:
                                        Title:


                                        LAZER-TEK DESIGNS, LTD.
                                        A NEVADA CORPORATION


                                        By:_____________________________________
                                        Name:
                                        Title:


                                        LENA WALTHER, AN INDIVIDUAL

                                        ________________________________________

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