<PAGE>
                                                                    Exhibit 10.4
                            STOCK PURCHASE AGREEMENT

            This Agreement is entered into this 29th day of May, 2002 by and
between Metalclad Corporation, a Delaware corporation ("Purchaser"), and Surg
II, Inc., a Minnesota corporation, (the "Company"); Theodore A. Johnson a
Minnesota resident ("Johnson"); and Charles B. McNeil, a Minnesota resident
("McNeil").

                                   RECITALS

            A. The Company recently sold substantially all of its assets under
the terms of an Asset Purchase Agreement between the Company and Oxboro Medical,
Inc., dated October 4, 2001 (the "Oxboro Agreement"), has no material
liabilities, and is desirous of providing additional value for its shareholders.

            B. The Company's common stock is registered under Section 12 of the
Securities Exchange Act of 1934, and is traded on the OTC Bulletin Board under
the symbol "SUGR."

            C. The Purchaser is desirous of owning at least 90% of the Company,
and utilizing the Company for the acquisition of an active business which
Purchaser believes has good prospects for future growth.

            D. Johnson is a principal shareholder, the Chairman of the Board and
a member of the Board of Directors of the Company, and McNeil is a principal
shareholder, the Executive Vice President, Treasurer and a member of the Board
of Directors of the Company.

                                   AGREEMENT

            NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, the parties agree as follows:

      1.    ARTICLE

                       PURCHASE OBLIGATION, PRICE, ETC.

            1.1   PURCHASE OF SHARES. At the Closing, as hereafter defined,
                  Purchaser will purchase from the Company, and the Company will
                  sell to the Purchaser, 145,000,000 shares (the "Shares") of
                  the Company's authorized but unissued no par value common
                  stock (the "Common Stock") for an aggregate purchase price of
                  $3,000,000 U.S. in immediately available good funds (the
                  "Purchase Price"), subject to the terms and conditions set
                  forth herein.

            1.2   CLOSING. The event at which the Purchase Price shall be paid
                  to the Company and the certificates representing the Shares
                  shall be delivered to Purchaser, is referred to as the
                  "Closing," and the time at which the Closing is to occur is
                  referred to as the "Time of Closing." The Time of Closing
                  shall be 3:00 p.m., Minneapolis, Minnesota time, Monday, May
                  29, 2002, and will be held at Suite 4200, 225 South Sixth
                  Street, Minneapolis, Minnesota, USA, or at such other time or
                  place as the parties hereto may mutually agree.

      2.    ARTICLE

        WARRANTIES AND REPRESENTATIONS OF THE COMPANY, JOHNSON AND MCNEIL

            The Company, Johnson and McNeil warrant and represent to Purchaser,
which warranties and representations will be true as of the time of Closing as
they are on the date hereof, and which warranties and representations made by
Johnson and McNeil will only be as to their knowledge (as used herein, knowledge
means actual knowledge without any obligation to have performed any independent
investigation), as follows:


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<PAGE>
            2.1   NO DISABILITY. Johnson and McNeil each have the power to enter
                  into and perform their respective obligations under this
                  Agreement, and neither is under any disability which would
                  affect the enforceability of this Agreement.

            2.2   CORPORATE AUTHORITY. The Company has the power and authority
                  to enter into and perform its obligations under this
                  Agreement; and the execution and delivery of this Agreement,
                  and the consummation of the transactions and compliance with
                  the terms contemplated and contained herein, have been duly
                  authorized by the Board of Directors of the Company, and do
                  not require approval by the shareholders of the Company.

            2.3   CORPORATE EXISTENCE. The Company is a corporation duly
                  incorporated, validly existing and in an active status under
                  the laws of the state of Minnesota, and has all corporate
                  powers and authority required to carry on its business as now
                  conducted.

            2.4   ENFORCEABILITY. This Agreement has been duly executed, and
                  constitutes a valid and binding agreement of the Company,
                  Johnson and McNeil, enforceable in accordance with its terms,
                  except as enforceability may be limited by bankruptcy,
                  insolvency, reorganization, moratorium or similar laws
                  affecting enforcement of creditors rights generally, and by
                  general equitable principles, regardless of whether such
                  enforcement is considered in a proceeding in equity or at a
                  law.

            2.5   CONFLICT. The execution and delivery of this Agreement and the
                  consummation of the transaction contemplated herein does not
                  and will not violate or conflict with, or result in a breach
                  of any provisions of, or constitute a default (or an event
                  which, with notice or lapse of time or both, would constitute
                  a default) under, or result in the termination of, or
                  accelerate the performance required by, or result in the
                  creation of any lien, security interest, charge or encumbrance
                  upon any of the properties or assets of the Company or the
                  Shares, under any of the terms, conditions or provisions of
                  the Articles of Incorporation or By-Laws of Company, or any
                  note, bond, debt, order, decree, license, lease or other
                  instrument to which Company is a party or is subject.

            2.6   GOVERNMENTAL AUTHORIZATION. The execution, delivery and
                  performance by the Company, Johnson and McNeil of this
                  Agreement and the consummation of the transactions
                  contemplated hereby by the Company require no action by or in
                  respect of, or filing with, any governmental body, agency,
                  official or authority, other than such consents, approvals,
                  actions, filings and notices which the failure to make or
                  obtain could not be reasonably expected to have a Material
                  Adverse Effect on the Company or on the ability of the Company
                  to consummate the transactions contemplated hereby. As used
                  herein, "Material Adverse Effect" with respect to any person
                  means a material adverse effect on the financial condition,
                  business, assets or results of operations of such person taken
                  as a whole, provided that Material Adverse Effect shall not
                  include any state of facts, event, change or effect disclosed
                  in this Agreement or any schedule hereto to the extent of the
                  Company's estimate of liability or obligation (but only to
                  such extent, and only if an estimate is specifically made).
                  Material Adverse Effect shall include, but not be limited to,
                  any liability or any liabilities in the aggregate not
                  reflected on the "Financial Statements" (as hereafter defined)
                  in excess of $7,500.

            2.7   CAPITALIZATION. The authorized capital stock of the Company
                  consists of 200,000,000 shares having no par value which,
                  unless otherwise designated upon the issuance thereof, are
                  designated as common stock (the "Common Stock"), and of which
                  1,600,000 shares have been designated and issued as preferred
                  stock. There are, or will be at the Time of Closing,
                  14,667,085 shares of Common Stock outstanding, including
                  shares issuable as provided in Schedule 2.12, warrants
                  outstanding for the purchase of 325,000 shares of common stock
                  and no shares of preferred stock outstanding, all of which
                  outstanding shares are (or will be upon the exercise of the
                  warrants) duly authorized, validly issued, fully paid and
                  nonassessable. Except for the warrants to purchase up to
                  325,000 shares of Common Stock as set forth on Schedule 2.7,
                  there are no


                                       39
<PAGE>
            outstanding options or other rights to acquire from the Company, and
            no obligation of the Company to issue, any capital stock or
            securities convertible or exchangeable for capital stock, of the
            Company. There are no outstanding obligations of the Company to
            repurchase, redeem or otherwise acquire any of the Company's capital
            stock, rights to acquire capital stock or any other securities of
            the Company.

      2.8   FINANCIAL STATEMENTS. The balance sheets of the Company as of
            December 31, 2000 and 2001, along with the statement of operations
            for the 12 month periods then ended, audited by McGladrey & Pullen,
            LLP, and the unaudited balance sheet of the Company as of March 31,
            2002, along with the unaudited statement of operations for the three
            month period then ended, all of which are included in either the
            Form 10-KSB Annual Report of the Company for the fiscal year ended
            December 31, 2001, or the Form 10-QSB Quarterly Report for the
            quarterly period ended March 31, 2002, are referred to herein as the
            "Financial Statements". The Financial Statements have been prepared
            in accordance with generally accepted accounting principles,
            consistently applied in all periods and at all times, and fairly
            represent, at the specified dates and for the specified periods, the
            financial condition and results of the operations of the Company.

      2.9   LIABILITIES. Except for previously incurred liabilities and fees and
            expenses which may be incurred in connection with the negotiations
            of this Agreement and the consummation of the transactions
            contemplated hereby, which shall not exceed $115,000 in the
            aggregate, including the obligations set forth on Schedule 2.12, the
            Company has no liabilities, whether accrued, contingent, absolute,
            determinable or otherwise, including but not limited to any
            liability for any breach of covenant, warranty or representation
            given or made by the Company in the Oxboro Agreement.

      2.10  LITIGATION. Except as set forth in Schedule 2.10, there is no
            action, suit or proceeding pending before any court of competent
            jurisdiction, or, to the knowledge of the Company, threatened
            against the Company, and there is no inquiry, investigation or
            proceeding pending, or to the knowledge of the Company, threatened
            against the Company, before any court of competent jurisdiction, or
            governmental or regulatory authority or agency, and neither the
            Company, Johnson nor McNeil are aware of any basis for any such
            claim action, lawsuit, inquiry, investigation or proceeding. Except
            as set forth in Schedule 2.10, the Company is not a party to or
            subject to any order, judgment, decree or consent decree issued by
            any court or governmental or regulatory authority or agency relating
            to any past or present business practice, transaction or other
            activity. There is no action, suit or proceeding pending before any
            court of competent jurisdiction, or, to the knowledge of the
            Company, Johnson or McNeil, threatened against Company which seeks
            to enjoin or otherwise prohibit any of the transactions contemplated
            by this Agreement.

      2.11  RELATED PARTY TRANSACTIONS. No officer or director of the Company,
            or shareholder of the Company owning more than 5% of the outstanding
            shares of its common stock, (a) has borrowed money from the Company
            since the beginning of the Company's last fiscal year, or currently
            has any outstanding indebtedness or other similar obligations to the
            Company, (b) has since the beginning of the Company's last fiscal
            year loaned or advanced money to the Company, including the
            incurrence of reimbursable expenses, or (c) is a director, officer,
            employee, partner, affiliate, associate, or consultant of any lender
            to, or any borrower from, the Company.

      2.12  BROKERS. All negotiations relative to this Agreement and the
            transactions contemplated hereby have been carried on between the
            Purchaser and the Company, through its authorized agents, in such
            manner as not to give rise to any valid claim against Purchaser or
            the Company for a brokerage commission, finder's fee or other like
            payment in connection with this Agreement or the transactions
            contemplated hereby, except as provided under Schedule 2.12.

      2.13  PATENTS, TRADEMARKS AND COPYRIGHTS. The Company does not own,
            license or use any patent, patent application, registered trademark,
            trademark application, or other trade name or mark, other than its
            name "Surg II, Inc."


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<PAGE>
      2.14  TAXES. Except as set forth in Schedule 2.14 hereto:

         a. the Company has timely filed, and will, prior to the Closing, timely
   file all returns, declarations and reports and information, returns and
   statements required to be filed or sent by or relating to the Company prior
   to the Closing relating to any Taxes (as defined below) with respect to
   income, properties or operations of the Company prior to the Closing,
   including the Company's United States income tax return for the period ended
   December 31, 2001, and employee income tax withholding and FUTA reports
   through March 31, 2002 (collectively, the "Returns");

         b. as of the time of filing, the Returns (i) correctly reflected (and,
   as to any Returns not filed as of the date hereof, will correctly reflect)
   the facts regarding the income, business, assets, operations, activities and
   status of the Company, and any other information required to be shown
   therein, (ii) constitute (and, as to any Returns not filed as of the date
   hereof, will constitute) complete and accurate representations of the Tax
   liabilities for the periods covered, and (iii) accurately set forth all items
   (to the extent required to be included or reflected in the Returns) relevant
   to future Tax liabilities, including the Tax bases of properties and assets;

         c. the Company has timely paid all Taxes that have been shown as due
   and payable on the Returns that have been filed;

         d. the Company has made or will make provision for all Taxes payable
   for any periods that ended before the Closing for which no Returns have yet
   been filed and for any periods that begin before the Closing and end after
   the closing to the extent such Taxes are attributable to the portion of any
   such period ending at the Closing;

         e. the charges, accruals and reserves for Taxes reflected on the
   Financial Statements including the taxes payable, if any, with respect to the
   sale of its assets to Oxboro Medical, Inc., are adequate to cover the Tax
   liabilities accruing or payable by the Company in respect of periods prior to
   the date of the Financial Statements;

         f. the Company is not delinquent in the payment of any Taxes and has
   not requested any extension of time within which to file or send any Return,
   which Return has not since been filed or sent;

         g. no deficiency for any Taxes has been asserted or assessed against
   the Company for which the Company has not provided adequate reserves in
   accordance with generally accepted accounting principles;

         h. the Company has not granted any extension of the limitation period
   applicable to any Tax claims and the Company has not waived any such
   limitation period;

         i. the Company is not and has not been a party to any tax sharing
   agreement with any corporation; and

         j. the Company's fiscal year end for United States income tax purposes
   is December 31.

"Tax" (and with the corresponding meaning "Taxes" and "Taxable") shall include
(i) any net income, gross income, gross receipts, sales, use, ad valorem,
franchise, profits, license, withholding, payroll, employment, excise,
severance, stamp, occupation, premium, property or windfall profit tax, custom
duty or other tax, governmental fee or other like assessment or charge of any
kind whatsoever, together with any interest and any penalty, addition to tax or
additional amount imposed by any taxing authority (domestic or foreign) and (ii)
any liability for the payment of any amount of the type described in clause (i)
as a result of being a member of an affiliated or combined group.

      2.15  ABSENCE OF CERTAIN CHANGES.

      Except as disclosed in the Company SEC Reports (as defined under Section
2.24) filed and publicly available prior to the date hereof, or in Schedule 2.15
hereto, since December 31, 2001, and other than the sale of



                                       41
<PAGE>
substantially all of its assets to Oxboro Medical, Inc. (now known as Sterion
Incorporated) on January 22, 2002 pursuant to the Oxboro Agreement, there has
not been any event, occurrence or development of a state of circumstances or
facts which alone or together with another fact could reasonably be expected to
have a Material Adverse Change on the business, financial condition or results
of operations of the Company; or any guarantee by the Company of any
indebtedness of a third party; or any grant of any severance or termination pay
to any director, officer or employee of the Company.

      2.16  EMPLOYEES. The Company has no employees or persons similarly engaged
            as independent contractors (such as leased employees), and has not
            had any such employees or independent contractors since January 22,
            2002. During the fiscal year ended December 31, 2001, and through
            January 22, 2002, the Company had four employees, each of whom
            thereafter became employees or independent contractors of Sterion
            Incorporated, formerly known as Oxboro Medical, Inc.

      2.17  BANK ACCOUNTS. Attached hereto as Schedule 2.17 are the names of
            each bank or other financial institution at which the Company has an
            account, credit line or safety deposit box, along with the
            corresponding account number and the names of the persons entitled
            to draw thereon or have access thereto.

      2.18  CONTRACTS. Except for its obligations under the Oxboro Agreement and
            this Agreement, the Company is not a party to any executory
            contract, and has no obligations under any agreement which could
            give rise to any liability or obligation to the Company, whether
            contingent or otherwise.

      2.19  BENEFIT PLANS. The Company has not adopted, and there are not in
            effect, any employee plans as defined under, or which would be
            subject to, the U.S. Employment Retirement Income Security Act of
            1974.

      2.20  CORPORATE RECORD BOOK. The Company has provided, or will at the Time
            of Closing provide, Purchaser with a copy of the actions taken by
            the Board of Directors of the Company, an index of which is attached
            as Schedule 2.20, which constitutes an accurate and complete record
            of all action taken by the shareholders and the Board of Directors
            of the Company from the Company's inception.

      2.21  SHAREHOLDERS LIST. Attached as Exhibit A, is an accurate list of the
            names and addresses of the holders of record of the Company's
            outstanding common stock, along with their respective share
            holdings, as of the close of business on March 29, 2002, and a list
            of the names and addresses of persons who became, or are or will be
            at the Time of Closing, entitled to become, by Board of Directors
            resolution, warrant, agreement, warrant or otherwise, holders of the
            Company's common stock after March 29, 2002. Exhibit A identifies
            all shares of the Company's capital stock which are deemed
            "restricted" as provided under the Securities Act of 1933, as
            amended. Schedule 2.21 sets forth the shares held of record and
            beneficially by holders of 5% or more of the Company's outstanding
            voting stock, and by all "affiliates" of the Company, as defined
            under the Securities Act of 1933, as amended, and contains a list of
            all warrants issued by the Company, copies of which have or shall be
            provided to purchasers prior to the Time of Closing.

      2.22  SUBSIDIARIES. The Company does not have any subsidiaries.

      2.23  SHARES. The Shares, when duly issued by the Company to Purchaser,
            will be fully paid and non-assessable, subject to no lien,
            encumbrance or other restriction, except for restrictions on
            transferability which may be imposed under the Securities Act of
            1933, as amended, or applicable state blue sky laws.

      2.24  1934 ACT COMPLIANCE. The Company's common stock is and has been
            registered under Section 12 of the Securities Exchange Act of 1934
            for at least the past two years. For at least the


                                       42
<PAGE>
            past two years, the Company has timely filed reports, statements and
            documents with the Securities and Exchange Commission as required
            under the Securities Exchange Act of 1934, as amended, and the
            Securities Act of 1933, as amended (which reports, statements and
            documents are referred to as the "SEC Reports"). Specifically, and
            included with the SEC Reports, the Company has provided the
            Purchaser with a copy of or access to its annual reports on Form
            10-KSB for its fiscal year ended on December 31, 2000 and 2001, its
            quarterly reports on Form 10-QSB for the quarter ended March 31,
            2002, its proxy statement relating to the last meeting of its
            shareholders held on January 22, 2002, and its Forms 8K dated
            February 6, 2002. As of their respective dates, the SEC Reports
            complied in all material respects with all applicable requirements
            of the Securities Act of 1933, as amended, and the Securities
            Exchange Act of 1934, as amended, and the respective rules and
            regulations promulgated thereunder, as the case may be, each in
            effect on the dates such SEC Reports were filed. As of their
            respective dates, each of the SEC Reports did not contain any untrue
            statement of a material fact or omit to state any material fact
            necessary in order to make the statements made therein, in the light
            of the circumstances under which they were made, not misleading.

      2.25  INSURANCE. A products liability insurance policy is in full force
            and effect, with the premium prepaid for five years, providing for
            coverage on products manufactured by the Company on or before
            January 22, 2002, with aggregate annual limits of $1,000,000 and per
            occurrence limits of $1,000,000 on all product liability claims.

   3.  ARTICLE

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

      Purchaser warrants and represents to the Company, which warranties and
representations will be true as of the time of Closing, as follows:

      3.1   CORPORATE AUTHORITY. Purchaser has the power and authority to enter
            into and perform its obligations under this Agreement; and the
            execution and delivery of this Agreement, and the consummation of
            the transactions and compliance with the terms contemplated and
            contained herein, have been duly authorized by the Board of
            Directors of the Purchaser, and do not require approval by the
            shareholders of the Purchaser.

      3.2   CORPORATE EXISTENCE. Purchaser is a corporation duly incorporated,
            validly existing and in an active status under the laws of the state
            of Delaware, and has all corporate powers and authority required to
            carry on its business as now conducted.

      3.3   ENFORCEABILITY. This Agreement has been duly executed, and
            constitutes a valid and binding agreement of Purchaser, enforceable
            in accordance with its terms, except as enforceability may be
            limited by bankruptcy, insolvency, reorganization, moratorium or
            similar laws affecting enforcement of creditors rights generally,
            and by general equitable principles, regardless of whether such
            enforcement is considered in a proceeding in equity or at a law.

      3.4   CONFLICT. The execution and delivery of this Agreement and the
            consummation of the transaction contemplated herein does not and
            will not violate or conflict with, or result in a breach of any
            provisions of, or constitute a default (or an event which, with
            notice or lapse of time or both, would constitute a default) under
            any of the terms, conditions or provisions of the Articles of
            Incorporation or Bylaws of Company, or any note, bond, debt, order,
            decree, license, lease or other instrument to which Company is a
            party or is subject.

      3.5   GOVERNMENTAL AUTHORIZATION. The execution, delivery and performance
            by Purchaser of this Agreement and the consummation of the
            transactions contemplated hereby by Purchaser requires no action by
            or in respect of, or filing with, any governmental body, agency,
            official or authority, other than such consents, approvals, actions,
            filings and notices which the failure to make or obtain could not


                                       43
<PAGE>
            be reasonably expected to have a Material Adverse Effect on the
            Purchaser to consummate the transactions contemplated hereby.

      3.6   INVESTMENT INTENT. Purchaser has been advised that neither the offer
            nor the sale of the Shares to Purchaser will have been registered
            under the Securities Act of 1933 (the "'33 Act") or any state law on
            the grounds that it will be exempt from such registration, and that
            the Company's reliance upon such exemption or exemptions is
            predicated in part on Purchaser's representation, herein made, that
            Purchaser is acquiring such Shares for investment for Purchaser's
            own account with no present intention of disposing of the same,
            except in compliance with applicable provisions of the '33 Act. Any
            certificate or other document representing the Shares will bear a
            legend stating in effect that the issuance or sale of the Shares has
            not been registered under the Act or any applicable state securities
            laws, and that the Shares are "restricted" as defined under the Act.

      3.7   ACCREDITED INVESTOR. Purchaser is an "accredited investor" as
            defined under the Securities Act of 1933.

  4.  ARTICLE

                CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

      The obligation of the Purchaser to purchase the Shares pursuant to this
Agreement shall be subject to the satisfaction, on or prior to the Time of
Closing, of each of the following conditions precedent, any of which may be
waived by the Purchaser.

      4.1   ACCURACY OF REPRESENTATIONS AND PERFORMANCE OF OBLIGATIONS. All
            warranties and representations made by the Company, Johnson and
            McNeil in this Agreement shall be true and correct in all material
            respects on and as of the Time of Closing with the same effect as if
            such warranties and representations had been made on and as of the
            Time of Closing, and the Company shall have performed or complied in
            all material respects with the covenants, agreements and conditions
            contained in this Agreement on their part required to be performed
            or complied with at or prior to the Closing.

      4.2   NO LITIGATION OR CONTRARY JUDGMENT. The Closing shall not violate
            any order, decree or judgment of any court or governmental body
            having competent jurisdiction.

      4.3   RESIGNATIONS. Upon the effectiveness of the Closing, each member of
            the Company's Board of Directors shall have resigned as a member
            thereof, and shall have elected Kenneth W. Brimmer and Brian D.
            Niebur to fill vacancies created on the Board of Directors and
            constitute all of the members thereof , and shall have elected
            Kenneth Brimmer and Brian Niebur to serve as the Company's Chief
            Executive Officer and Chief Financial Officer, respectively.

      4.4   TRADING OF COMMON STOCK. The Company's common stock will be trading
            on the OTC Bulletin Board under the symbol SUGR, subject to no order
            or notice of a potential or actual suspension of such trading, or
            the removal of such common stock from price quotation on the OTC
            Bulletin Board.

      4.5   BANK ACCOUNT. The Board of Directors of the Company shall have
            established a checking account in the Company's name (the "New
            Account") with a bank to be designated by the Purchaser, naming as
            the only signatories thereto, with authority to withdraw funds on
            behalf of the Company, the persons specified as the proposed Chief
            Executive Officer and Chief Financial Officer in Section 4.3.

   5.  ARTICLE

                CONDITIONS PRECEDENT TO OBLIGATION OF THE COMPANY

      The obligations of the Company to sell the Shares pursuant to this
Agreement shall be subject to the satisfaction, on or prior to the Time of
Closing, of each of the following conditions precedent, any of which may be
waived by the Company:

      5.1   ACCURACY OF REPRESENTATIONS AND WARRANTIES. All warranties and
            representations made by the Purchaser in this Agreement shall be
            true and correct in all material respects on and as of the Time of
            Closing with the same effect as if such warranties and
            representations had been made on and as of


                                       44
<PAGE>
            the Time of Closing and the Purchaser shall have performed or
            complied in all material respects with the covenants, agreements and
            conditions contained in this Agreement on its part required to be
            performed or complied with at or prior to the Time of Closing.

      5.2   NO LITIGATION OR CONTRARY JUDGMENT. The Closing shall not violate
            any order, decree or judgment of any court or governmental body
            having competent jurisdiction.

   6.  ARTICLE

                             TRANSACTIONS AT CLOSING

      6.1   DELIVERIES BY THE COMPANY. The Company shall deliver, or cause to be
            delivered, to the Purchaser at or prior to the Closing the
            following:

            a. Certificates representing the Shares, registered in the
      Purchaser's name;

            b. The resignation and appointment of members of the Company's Board
      of Directors as set forth in Section 4.3.

            c. A certificate of good standing under the laws of the State of
      Minnesota, dated as of a date within 15 days of the Time of Closing.

            d. An opinion of counsel for the Company in form reasonably
      satisfactory to the Purchaser.

            e. A Stock Escrow and Security Agreement in the form of Exhibit B
      hereto, executed by the Company and the Shareholders.

            f. Certification of the Shareholders and other officers of the
      Company verifying that the warranties and representations contained in
      Article II are, to their knowledge, true as of the Time of Closing.

            g. Access to all records of the Company.

            h. Such other documents or certificates as shall be reasonably
      requested by the Purchaser or his legal counsel.

      6.2   DELIVERIES BY THE PURCHASER. The Purchaser shall deliver or cause to
            be delivered to the Company at or prior to the Closing the
            following:

            a. $3,000,000 in available good funds deposited to the New Account;

            b. A certificate of good standing under the laws of the State of
      Delaware, dated as of a date within 15 days of the Time of Closing.

            c. An opinion of counsel for the Purchaser in form reasonably
      satisfactory to the Company.

            d. A Stock Escrow and Security Agreement in the form of Exhibit B
      hereto, executed by Purchaser.

            e. Such other documents or certificates as shall be reasonably
      requested by the Company or his legal counsel.

   7.  ARTICLE

                          INDEMNIFICATION AND SURVIVAL

      7.1   INDEMNIFICATION BY JOHNSON AND MCNEIL. Except as set forth elsewhere
            in this Agreement or in any Schedule hereto, Johnson and McNeil
            severally, but not jointly, agree to indemnify and hold harmless
            Purchaser and its officers, directors and agents, against and in
            respect of any and all claims, liabilities, obligations, losses,
            costs, expenses, deficiencies, litigation, proceedings, taxes,
            levies,


                                       45
<PAGE>
            imposts, duties, deficiencies, assessments, attorneys' fees,
            charges, allegations, demands, damages, or judgments of any kind or
            nature whatsoever ("Claims") related to, arising from, or associated
            with:

            a. Any breach or violation of the covenants made in this Agreement
      by the Company;

            b. Any breach of any of the representations and warranties made by
      Johnson or McNeil in Article II of this Agreement; or

            c. Any acts, omissions, events, occurrences, circumstances or
      transactions occurring prior to the Closing Date (not covered under
      Subsections 7.1(a) or 7.1(b) above), of whatsoever type or nature
      associated with, arising out of or relating to the ownership or operation
      of the Company.

Any indemnification provided for under this Section shall be deemed also to
extend to agents, consultants, representatives, successors, transferees and
assigns of Purchaser.

      7.2   INDEMNIFICATION BY PURCHASER. Except as set forth elsewhere in this
            Agreement or any Schedule hereto, Purchaser shall indemnify and hold
            harmless the Company, and its officers, directors and agents against
            and in respect of all Claims related to, arising from, or associated
            with:

            a. Any breach or violation of the covenants made in this Agreement
      by Purchaser;

            b. Any breach of any of the representations or warranties made in
      Article III of this Agreement by Purchaser; or

            c. Any acts, omissions, events, occurrences, circumstances or
      transactions, occurring after the Closing Date (not covered under
      Subsections 7.2(a) or 7.2(b) above), of whatsoever type or nature
      associated with, arising out of or relating to the ownership or operation
      of the Company.

Any indemnification provided for under this Section shall be deemed also to
extend to agents, consultants, representatives, successors, transferees and
assigns of Metalclad and the Company.

      7.3   INSURANCE AND THIRD-PARTY OBLIGATIONS. Any indemnification otherwise
            payable pursuant to Section 7.1 or 7.2 of this Agreement shall be
            reduced by the amount of any insurance or other amounts (net of
            deductibles and allocated paid loss retro-premiums) that would be
            payable by any party to the Indemnitee or on the Indemnitee's behalf
            in the absence of this Agreement. No insurer or any other
            third-party shall be (i) entitled to a benefit it would not be
            entitled to receive in the absence of the foregoing indemnification
            provisions, (ii) relieved of the responsibility to pay any claims
            for which it is obligated, or (iii) entitled to any subrogation
            rights with respect to any obligation hereunder.

      7.4   ACTIONS AND CLAIMS OTHER THAN THIRD-PARTY CLAIMS: NOTICE AND PAYMENT
            OF CLAIMS. Upon obtaining knowledge of any Claims, other than
            third-party Claims, which any person entitled to indemnification
            (the "Indemnitee") believes may give rise to a claim under Section
            7.1 or 7.2 of this Agreement, the Indemnitee shall promptly notify
            the party liable for such indemnification (the "Indemnitor") in
            writing of such Claims which the Indemnitee has determined has given
            or could give rise to a claim under Section 7.1 or 7.2 hereof (such
            written notice being hereinafter referred to as a "Notice of
            Claim"); provided, however, that failure of an Indemnitee timely to
            give a Notice of Claim to the Indemnitor shall not release the
            Indemnitor from its indemnity obligations set forth in this Article
            VII except to the extent that such failure adversely affects the
            ability of the Indemnitor to defend such Claim or materially
            increases the amount of indemnification which the Indemnitor is
            obligated to pay hereunder, in which event the amount of
            indemnification which the Indemnitee shall be entitled to receive
            shall be reduced to an amount which the Indemnitee would have been
            entitled to receive had such Notice of Claim been timely given. A
            Notice of Claim shall specify in reasonable detail the nature and
            estimated amount of any such Claim giving rise to a right of
            indemnification. The Indemnitor shall have 30 business days after
            receipt of a Notice of Claim to notify the Indemnitee whether or not
            it disputes its liability to the Indemnitee with respect to such
            Notice of Claim and setting forth the basis for such objection. If
            the Indemnitor fails to respond to the Indemnitee within such thirty
            business day period, the Indemnitor shall be deemed to have
            acknowledged its responsibility for such Claim. The Indemnitor shall
            pay and discharge any such Claim which is not contested within sixty
            days after its receipt of a Notice of Claim.


                                       46
<PAGE>
      7.5   THIRD-PARTY CLAIMS: NOTICE, DEFENSE AND PAYMENT. Promptly following
            the earlier of (i) receipt of notice of the commencement of a
            third-party claim, or (ii) receipt of information from a third-party
            alleging the existence of such a third-party claim, any Indemnitee
            who believes that it is or may be entitled to indemnification by any
            Indemnitor under Section 7.1 or 7.2 with respect to such third-party
            claim shall deliver a Notice of Claim to the Indemnitor. Failure of
            an Indemnitee timely to give a Notice of Claim to the Indemnitor
            shall not release the Indemnitor from its indemnity obligations set
            forth in this Section 7.5 except to the extent that such failure
            adversely affects the ability of the Indemnitor to defend such Claim
            or materially increases the amount of indemnification which the
            Indemnitor is obligated to pay hereunder, in which event the amount
            of indemnification which the Indemnitee shall be entitled to receive
            shall be reduced to an amount which the Indemnitee would have been
            entitled to receive had such Notice of Claim been timely given.
            Indemnitee shall not settle or compromise any third-party claim in
            excess of $5,000 prior to giving a Notice of Claim to Indemnitor. In
            addition, if an Indemnitee settles or compromises any third-party
            claims prior to or within 30 business days after giving a Notice of
            Claim to an Indemnitor, the Indemnitor shall be released from its
            indemnity obligations to the extent that such settlement or
            compromise was not made in good faith and was not commercially
            reasonable. Within thirty days after receipt of such Notice of Claim
            (or sooner if the nature of such third-party claim so requires) the
            Indemnitor may (i) by giving written notice thereof to the
            Indemnitee, acknowledge liability for, and at its option elect to
            assume, the defense of such third-party claim at its sole cost and
            expense, or (ii) object to the claim of indemnification set forth in
            the Notice of Claim delivered by the Indemnitee; provided that if
            the Indemnitor does not within the same thirty day period give the
            Indemnitee written notice either objecting to such claim and setting
            forth the grounds therefor or electing to assume the defense, the
            Indemnitor shall be deemed to have acknowledged its responsibility
            to accept the defense and its ultimate liability, if any, for such
            third-party claim. Any contest of a third-party claim as to which
            the Indemnitor has elected to assume the defense shall be conducted
            by attorneys employed by the Indemnitor and reasonably satisfactory
            to the Indemnitee; provided that the Indemnitee shall have the right
            to participate in such proceedings and to be represented by
            attorneys of its own choosing at the Indemnitee's sole cost and
            expense. If the Indemnitor assumes the defense of a third-party
            claim, the Indemnitor may settle or compromise the third-party claim
            without the prior written consent of Indemnitee; provided that the
            Indemnitor may not agree to any such settlement pursuant to which
            any such remedy or relief, other than monetary damages for which the
            Indemnitor shall be responsible hereunder, shall be applied to or
            against the Indemnitee, without the prior written consent of the
            Indemnitee, which consent shall not be unreasonably withheld. If the
            Indemnitor does not assume the defense of a third-party claim for
            which it has acknowledged liability for indemnification under
            Section 7.1 or 7.2, the Indemnitee may require the Indemnitor to
            reimburse it on a current basis for its reasonable expenses of
            investigation, reasonable attorneys' fees and reasonable
            out-of-pocket expenses incurred in defending against such
            third-party claim and the Indemnitor shall be bound by the result
            obtained with respect thereto by the Indemnitee, provided that the
            Indemnitor shall not be liable for any settlement effected without
            its consent, which consent shall not be unreasonably withheld. The
            Indemnitor shall pay to the Indemnitee in cash the amount for which
            the Indemnitee is entitled to be indemnified (if any) within fifteen
            days after the final resolution of such third-party claim (whether
            by settlement, a final non-appealable judgment of a court of
            competent jurisdiction or otherwise) or, in the case of any
            third-party claim as to which the Indemnitor has not acknowledged
            liability, within fifteen days after such Indemnitor's objection has
            been resolved by settlement, compromise or judicial decision. The
            Indemnitee shall make available to the Indemnitor or its
            representatives all records and other materials reasonably required
            for use in contesting any third-party claim and shall cooperate
            fully with the Indemnitor in the defense of all such claims. If the
            Indemnitor does not so elect to defend any such third-party claims,
            the Indemnitee shall have no obligation to do so.

      7.6   LIMITATION OF LIABILITY. The liability of Johnson and McNeil under
            Section 7.1 shall be limited to the value, from time to time, of an
            aggregate of 1,000,000 shares of the Company's common stock owned by
            Johnson and McNeil under the terms of a Stock Escrow and Security
            Agreement in the form attached hereto as Exhibit B, to which the
            Purchaser, the Company and the Shareholders shall enter into at the
            Closing.

      7.7   SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the
            representations and warranties made by either party in Articles II
            and III of this Agreement, as well as the covenant of Section
            7.1(c), shall survive for the lesser of a period of 12 months
            following the date of any change in control, or 24 months from the
            Closing Date, and thereafter to the extent a claim is made with
            respect to any breach of such representation or warranty, prior to
            the expiration of such period. For the purpose of this


                                       47
<PAGE>
            provision, a change of control will occur if the Purchaser owns less
            than 50% of the outstanding Common Stock of the Company. No party
            shall be entitled to indemnification for breach of any
            representation and warranty set forth in Articles II or III of this
            Agreement unless a Notice of Claim of such breach has been given to
            the breaching party or parties within the period of survival of such
            representation and warranty as set forth herein.

      7.8   DE MINIMUS CLAIM. Notwithstanding anything herein to the contrary,
            no party to this Agreement shall seek indemnification under Sections
            7.1(b) or 7.2(b) with respect to any Claims so long as such Claims
            aggregate less than $7,500 over the 12 or 24 month period specified
            in Section 7.7.

   8.  ARTICLE

                              ADDITIONAL COVENANTS

      8.1   CONDUCT OF BUSINESS UNTIL CLOSING. Except as Purchaser may otherwise
            consent to or approve in writing on and after the date hereof and
            prior to the Closing Date, the Company, Johnson and McNeil agree:

            a. Not to enter into or authorize any agent to enter into on his
      behalf discussions relating to the sale of all or substantially all of
      stock or assets of the Company;

            b. To conduct and cause the conduct of, the business, operations,
      activities and practices of the Company only in the usual, regular and
      ordinary manner and, to the extent consistent with such business,
      operations, activities and practices, to cause the Company to use its best
      efforts to preserve its current business organization and existing
      business relationships and prospects; and

            c. Neither to enter into any transaction nor perform any act or to
      cause or permit the Company to perform any act, which would result in any
      of the representations and warranties of Company, Johnson or McNeil
      contained in this Agreement not being true and correct in all material
      respects at and as of the time immediately after the occurrence of such
      transaction or on the Closing Date.

      8.2   DILIGENCE. Prior to Closing, the parties shall proceed with due
            diligence and in good faith to take such actions as may be necessary
            to satisfy the conditions to Closing set forth in Articles IV and V,
            hereof.

      8.3   ADDITIONAL INFORMATION. On or after the Closing Date, the parties
            shall, on request, cooperate with one another by furnishing any
            additional information, executing and delivering any additional
            documents and instruments, including contract assignments, and doing
            any and all such other things as may be reasonably required by the
            parties or their counsel to consummate or otherwise implement the
            transactions contemplated by this Agreement, and to facilitate the
            control and operation of the Company by Purchaser.

      8.4   ACCESS TO INFORMATION. For a period of three years after the Closing
            Date, and during normal business hours, the Company will give
            Johnson and McNeil reasonable access to the records of the Company
            developed or relating to business conducted prior to the closing for
            any legitimate business purpose.

   9.  ARTICLE

                                  MISCELLANEOUS

      9.1   EXPENSES. Each party shall pay all of its costs and expenses
            (including attorneys', accountants' and investment bankers' fees,
            legal costs and expenses) incurred in connection with this Agreement
            and the consummation of the transactions contemplated hereby.

      9.2   NOTICES. To be effective, all notices or other communications
            required or permitted hereunder shall be in writing. A written
            notice or other communication shall be deemed to have been given
            hereunder (i) if delivered by hand, when the notifying party
            delivers such notice or other communication to all other parties to
            this Agreement, (ii) if delivered by overnight delivery service, on
            the second business day following the date such notice or other
            communication is timely delivered to the overnight courier, (iii) if
            delivered by telecopier or e-mail, on the first business day
            following the date such notice or communication is transmitted, or
            (iv) if delivered by mail, on the fourth business


                                       48
<PAGE>
            day following the date such notice or other communication is
            deposited in the U.S. mail by certified or registered mail addressed
            to the other party, whichever occurs earlier. The determination of a
            "business day" shall be made at the location of the recipient of the
            notice or other communication. Mailed, telecopied or e-mailed
            communications shall be directed as follows unless written notice of
            a change of address or telecopier number has been given in writing
            in accordance with this Section:

      If to Purchaser:              Metalclad Corporation
                                    800 Nicollet Mall, Suite 2690
                                    Minneapolis, MN  55402
                                    Facsimile No: (612) 338-7332

      With a copy to:               Felhaber, Larson, Fenlon & Vogt, P.A.
                                    601 Second Avenue South, Suite 4200
                                    Minneapolis, MN 55402-4302
                                    Attention: Roger H. Frommelt
                                    Facsimile No: (612) 338-4608
                                        E-mail address: rfrommelt@felhaber.com

      If to the Company:            Surg II, Inc.
                                    825 Southgate Office Plaza
                                    5001 West 80th Street
                                    Bloomington, MN  55437
                                    Facsimile No:  (952) 830-1232
                                        E-mail address: tjohnson@mncoop.com

      With a copy to:               Gray, Plant, Mooty, Mooty & Bennett, P.A.
                                    33 South Sixth Street, Suite 3400
                                    Minneapolis, MN  55402
                                    Attention:  Frank Vargas
                                    Facsimile No:  (612) 333-0066
                                        E-mail address: frank.vargas@gpmlaw.com

      If to Johnson:                Theodore A. Johnson
                                    825 Southgate Office Plaza
                                    5001 West 80th Street
                                    Bloomington, MN  55437
                                    Facsimile No: (952) 830-1232
                                        E-mail address: tjohnson@mncoop.com

      With a copy to:               Gray, Plant, Mooty, Mooty & Bennett, P.A.
                                    33 South Sixth Street, Suite 3400
                                    Minneapolis, MN  55402
                                    Attention:  Frank Vargas
                                    Facsimile No:  (612) 333-0066
                                        E-mail address: frank.vargas@gpmlaw.com

      If to McNeil:                 Charles B. McNeil
                                    3115 Maplewood Road
                                    Wayzata, MN  55391
                                        E-mail address: cmcneil@sterion.com

      With a copy to:               Gray, Plant, Mooty, Mooty & Bennett, P.A.
                                    33 South Sixth Street, Suite 3400
                                    Minneapolis, MN  55402
                                    Attention:  Frank Vargas
                                    Facsimile No:  (612) 333-0066
                                        E-mail address: frank.vargas@gpmlaw.com

      9.3   ARBITRATION. All disputes or claims arising out of or in any way
            relating to this Agreement shall be submitted to and determined by
            final and binding arbitration. Arbitration proceedings may be
            initiated by any party to this Agreement upon notice to the other
            party and to the American Arbitration


                                       49
<PAGE>
            Association, and shall be conducted by three arbitrators under the
            rules of the American Arbitration Association in Minneapolis,
            Minnesota; provided, however, that the parties may agree following
            the giving of such notice to have the arbitration proceedings
            conducted with a single arbitrator. The notice must specify in
            general the issues to be resolved in any such arbitration
            proceeding. The arbitrators shall be selected by agreement of the
            parties to the arbitration proceeding from a list of five or more
            arbitrators proposed to the parties by the American Arbitration
            Association or may be persons not on such list as agreed to by the
            parties to such arbitration. If the parties to the arbitration
            proceeding fail to agree on one or more of the persons to serve as
            arbitrators within fifteen days after delivery to each party hereto
            of the list as proposed by the American Arbitration Association,
            then at the request of any party to such proceeding, such
            arbitrators shall be selected at the discretion of the American
            Arbitration Association. Where the arbitrators shall determine that
            an arbitration proceeding was commenced by a party frivolously or
            without a basis or primarily for the purpose of harassment of delay,
            the arbitrators may assess such party the cost of such proceedings
            including reasonable attorneys' fees of any other party. In all
            other cases, each party to the arbitration proceeding shall bear its
            own costs and its pro-rata share of the fees and expenses charged by
            the arbitrators and the American Arbitration Association in
            connection with any arbitration proceeding. Any award or equitable
            relief granted by the arbitrators may be enforced in accordance with
            the provisions of Minnesota law. Notwithstanding the foregoing,
            nothing herein will prevent a party from seeking and obtaining
            equitable relief from a court of competent jurisdiction pending a
            final decision of the arbitrators and the proper filing of such
            decision with such court.

      9.4   ENTIRE AGREEMENT. This Agreement (including the Schedules hereto)
            contain the entire agreement between the parties with respect to the
            transactions contemplated hereby, and supersedes all written or oral
            negotiations, representations, warranties, commitments, offers,
            bids, bid solicitations, and other understandings prior to the date
            hereof.

      9.5   SEVERABILITY. If any provision hereof shall be held invalid or
            unenforceable by any court of competent jurisdiction or as a result
            of future legislative action, such holding or action shall be
            strictly construed and shall not affect the validity or effect of
            any other provision hereof.

      9.6   ASSIGNABILITY. This Agreement shall be binding upon and inure to the
            benefit of the heirs, personal representatives, successors and
            assigns of the parties hereto; provided that, except as otherwise
            provided for herein, neither this Agreement nor any right hereunder
            shall be assignable by any party hereto, without the prior written
            consent of the other party.

      9.7   LEGAL REPRESENTATION. Each party to this Agreement acknowledges his
            right to, and his opportunity and the advisability of, obtaining
            legal counsel in connection with the execution of this Agreement.

      9.8   CAPTIONS. The captions of the various Articles and Sections of this
            Agreement have been inserted only for convenience of reference, and
            shall not be deemed to modify, explain, enlarge or restrict any
            provision of this Agreement or affect the construction hereof.

      9.9   GOVERNING LAW. The validity, interpretation and effect of this
            Agreement shall be governed exclusively by the laws of the state of
            Minnesota, without giving effect to the conflict of laws provision
            thereof.

      9.10  COUNTERPARTS. This Agreement may be executed in two or more
            counterparts, each of which shall be deemed an original, but all of
            which together shall constitute a single agreements.

      9.11  REMEDIES CUMULATIVE. Except as otherwise expressly limited herein,
            the rights, powers and remedies given to any party by this Agreement
            shall be in addition to all rights, powers and remedies given to
            that party by any statute or rule of law. Any forbearance or failure
            to delay in exercising any right, power or remedy hereunder shall
            not be deemed to be a waiver of such right, power or remedy, and any
            single or partial exercise of any right, power or remedy shall not
            preclude the further exercise thereof or be deemed to be a waiver of
            any other right, power or remedy.


                                       50
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

<TABLE>
<S>                                     <C>
PURCHASER                               THE COMPANY


METALCLAD CORPORATION                   SURG II, INC.



By:                                     By:
    --------------------------------       ------------------------------------------
    Wayne W. Mills, President              Theodore A. Johnson, Chairman of the Board



                                           ------------------------------------------

                                           ------------------------------------------
                                           Theodore A. Johnson      Charles B. McNeil
</TABLE>



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