U.S. Securities and Exchange Commission
                Washington, D.C.  20549

                       Form 10-QSB

[ X ]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996

[    ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
	EXCHANGE ACT
For the transition period from . . . . . . . . . . . . . . . 
 . . . . . to . . . . . . . . . . . . . . . . . . . . .

               Commission file number 0-21087

                Tollycraft Yacht Corporation
  (Exact name of small business issuer as specified in its 
   charter)

                           Minnesota
        (State or other jurisdiction of incorporation or 
        organization)
 
                           41-1735422
               (IRS Employer Identification No.)

          2200 Clinton Avenue, Kelso, Washington  98626
             (Address of principal executive offices)

                        (360) 423-5160
                   (Issuer's telephone number)

     Child Guard Corporation, 441 Crescent Drive, Albert Lea, 
          Minnesota  56007
     (Former name, former address and former fiscal year, if 
      changed since last report)

      Check whether the issuer (1) filed all the reports 
required to be filed by Section 13 or 15(d) of the Exchange 
Act during the past twelve months (or for such shorter 
period that the registrant was required to file such 
reports), and (2) has been subject to such filing 
requirements for the past 90 days.  Yes _______ No _X___

          APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the 
issuers classes of common equity, as of the latest practible 
date:   50,000,000

      Transitional Small Business Disclosure Format (check 
one):
Yes _______ No __X____

<PAGE>
                    	PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

TOLLYCRAFT YACHT CORPORATION
Consolidated Balance Sheets

ASSETS
                                         December 31,     March 31,
                                            1995            1996
Current assets:
  Cash                                    $   20,022      $   84,170
  Accounts receivable                         23,038          23,038
  Raw material inventories                   450,000         450,000
  Costs incurred and income recognized in 
      excess of billings on uncompleted 
      contracts                            1,598,669       2,573,307
  Other current assets                        58,105          29,168
         Total current assets              2,149,834       3,159,683

Equipment, net                             2,786,908       2,736,892
Product rights                                22,000          22,000
Net deferred tax assets                       15,325          15,325

         Totals assets                     4,974,067       5,933,900

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                         $ 771,661       1,357,058
  Customer deposits                          155,000         823,000
  Work-in-process financing                2,942,287       3,081,933
  Accrued payroll and payroll related 
    liabilities                            1,635,480       2,060,645
  Notes payable                            2,708,986       3,165,637
  Other accrued liabilities                  248,304         317,844
  Long-term debt, due within one year        254,300         254,300

         Total current liabilities         8,716,018      11,060,417 

Long-term debt                               737,380       1,130,995

Stockholders' equity (deficit):
  Common stock, no par value, 
        1,000,000 shares                   1,581,267       1,581,267
       authorized, issued and 
       outstanding
  Retained deficit                        (6,060,598)     (7,838,779)
         Total stockholders' 
           equity (deficit)               (4,479,331)     (6,257,512)

         Total liabilities and 
           stockholders' equity (deficit) $4,974,067       5,933,900

<PAGE>

TOLLYCRAFT YACHT CORPORATION
Consolidated Statements of Operations


                                                         Three Months
                                                        Ended March 31,
                                                      1995            1996


Net sales                                 

Cost of sales                                       2,911,331       3,179,163

Gross margin                                         (255,443)       (582,805)

Selling expenses                                      180,059         222,035

General and administrative expenses                   301,952         818,270

Loss from operations                                 (737,454)     (1,623,110)

Other income (expenses):
  Interest, net                                       (84,775)       (155,551)
  Other                                                     0             479
    Total other income(expenses)                      (84,775)       (155,072)

Loss before benefit for income taxes                 (822,229)     (1,778,182)

Benefit for income taxes-deferred                           0               0

Net loss                                            $(822,229)     (1,778,182)

<PAGE>

TOLLYCRAFT YACHT CORPORATION
Consolidated Statements of Cash Flows


                                                         Three Months
                                                        Ended March 31,
                                                       1995            1996

Cash, January 1,                                    $ 265,664      $   20,022

Cash flows from operating activities:
  Net Loss                                           (822,229)     (1,778,182)
  Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation and amortization                      78,587          85,110
  Change in assets and liabilities:
    Inventories                                        (7,510)              0
    Costs incurred and income recognized
    in excess of billings on uncompleted contrac      871,790        (974,638)
    Other current assets                             (134,245)         28,938
    Accounts payable                                  181,754         585,397
    Customer deposits                                (590,535)        668,000
    Accrued payroll liabilities                       140,451         425,165
    Other accrued liabilities                         102,510          69,540
                                                     (179,427)       (890,670)

Cash flows from investing activities:
  Purchase of equipment                               (52,624)        (35,094)
  Disposal of equipment, net                                0
  Investment in Purchase option                          (500)              0
                                                      (53,124)        (35,094)

Cash flows from financing activities:
  Proceeds from work-in-process financing             155,118       1,055,215
  Proceeds from notes payable                         524,391         456,651
  Proceeds from long-term debt                          7,000         406,615
  Repayment of work-in-process financing                    0        (915,569)
  Repayment of notes payable                         (663,902)              0
  Repayment of long-term debt                               0         (13,000)
                                                       22,607         989,912

Cash, March 31,                                    $   55,720      $   84,170

<PAGE>

TOLLYCRAFT YACHT CORPORATION
Notes to Consolidated Financial Statements
For the Three Months Ending March 31, 1996

Note 1 - Basis of Presentation

	The accompanying financial statements have been 
prepared by Tollycraft Yacht Corporation without audit, 
pursuant to the rules and regulations of the Securities 
and Exchange Commission.  Certain information and 
footnote disclosures normally included in financial 
statements prepared in accordance with generally 
accepted accounting principles have been condensed or 
omitted pursuant to such rules and regulations.
	
	The financial information presented herein reflects all 
normal recurring adjustments which are, in the opinion 
of management, necessary for fair presentation of the 
results for the interim periods presented.  The results 
for the interim periods are not necessarily indicative 
of the results to be expected for the full year.
	
	The presentation of financial statements in conformity 
with generally accepted accounting principles requires 
management to make estimates and assumptions that 
affect reported amounts of assets, liabilities, income 
and expenses and disclosure of other accounting 
information.  Future events could alter such estimates.
	
Note 2 - Summary of Significant Accounting Policies


	The Company and Acquisitions

		Tollycraft Yacht Corporation (the "Company") was 
incorporated under the laws of the State of 
Minnesota on December 7, 1992.  The Company 
changed its name from Child Guard Corporation to 
Tollycraft Yacht Corporation in January 1996.  
Also in January 1996 the Company acquired all of 
the outstanding common stock of Tollycraft 
Acquisition Corporation ("TAC"), a Washington 
corporation incorporated on February 4, 1994.
		
		The acquisition by the Company of TAC has been 
accounted for as a pooling of interests.  Except 
where otherwise indicated, references to the 
Company in these financial statements and notes 
thereto include the activities of TAC.
		

	Nature of business

		Tollycraft Yacht Corporation (the "Company"), is 
engaged in the manufacture and distribution of 
luxury motor yachts.
		

	Cash

		The Company periodically throughout the period 
maintained cash balances in its bank accounts in 
excess of federally insured limits.
	

	Inventories

		Inventories are valued at the lower of average 
cost or market.
	

	Equipment

		Equipment is valued at cost.  Depreciation of 
equipment is provided using the straight-line 
method over the estimated useful lives of the 
assets.  Additions and improvements, including 
patterns and molds for yacht production which have 
been produced in house, are capitalized at cost.

<PAGE>

TOLLYCRAFT YACHT CORPORATION
Notes to Consolidated Financial Statements (continued)

Note 1 - Summary of Significant Accounting Policies 
(continued)


	Estimated Warranties

		The Company records an accrual at the time of sale 
of each yacht for estimated warranty claims.  
There is a general one year parts and labor 
warranty to the original owner for defects in 
material and workmanship.  In addition, there is a 
15 year transferable limited warranty for 
structural defects in all Tollycraft built hulls, 
deck bridges, stringers, and bulkheads.


	Revenue Recognition

		Revenue is recognized using the percentage-of-
completion method.  This method is measured by 
comparing the percentage of costs incurred to date 
to the estimated total cost for each finished 
yacht.  Yacht costs include all direct material 
costs, direct labor costs, and indirect 
manufacturing costs such as indirect labor, 
supplies, small tools, and other indirect 
manufacturing overhead costs.  Selling, general 
and administrative costs, and interest on 
indebtedness are charged to expense as incurred.  
		
		Changes in job performance, job conditions, and 
estimated profitability may result in revisions to 
estimated costs and income, which are recognized 
in the period in which the revisions are 
determined.
		The current asset "Costs incurred and income 
recognized in excess of billings on uncompleted 
contracts," represents costs and estimated 
contract profits for yachts in process.
		

	Pension and profit sharing plans

		Union employees participate in a pension plan 
which qualifies under Section 401(k) of the 
Internal Revenue Code.  The Company is required to 
make annual contributions of $.05 per labor hour 
worked.  Non-union employees of the Company also 
participate in a Section 401(k) pension plan.  The 
Company is not required and has not made any 
contributions to the non-union plan.
	
Note 3 - Uncompleted Contracts

	Costs incurred and billings on uncompleted contracts at 
March 31, 1996 consisted of the following:
		Costs incurred on uncompleted contracts		$  2,425,739
		Income (loss) recognized                      147,568
                                       				$  2,573,307

Note 4 - Equipment and Leasehold Improvements

	Equipment consists of the following:
		Manufacturing equipment				      $    354,480
		Office furniture and equipment			     376,320
		Molds and patterns	     			         2,609,304
                     				       		    3,340,104
		Less accumulated depreciation	 		    (603,212)
                             					 $  2,736,892

<PAGE>

TOLLYCRAFT YACHT CORPORATION
Notes to Consolidated Financial Statements (continued)

Note 5 - Work-in-process Financing
	
	The Company has available a $3,000,000 line-of-credit 
with Caterpillar Financial Services Corporation.  Under 
the terms of the agreement, borrowings are limited to 
75% of the dealer net price of each particular yacht.  
Advances are made at 1/3 upon commencement of hull 
lamination, 1/3 upon commencement of the assembly 
process, and 1/3 upon installation of the engines.  
Interest on borrowings are payable monthly at a 
variable rate.  Borrowings are collateralized by 
substantially all assets.  Outstanding borrowings at 
March 31, 1996 were $ 3,081,933.
	
	The Company is also required to maintain a minimum 
level of stockholder's equity and a ratio of total 
liabilities to stockholders equity.  At March 31, 1996, 
the Company was in violation of these minimum 
requirements.
	
Note 6 - Notes Payable
	
	The Company has a line-of-credit with Vera Corporation 
for working capital purposes.  Interest on the 
borrowings are payable monthly at a rate of 12% per 
annum.  Borrowings are collateralized by substantially 
all assets.  Outstanding borrowings at March 31, 1996 
were $ 3,165,637.
	
Note 7 - Other Accrued Liabilities
	
	Other accrued liabilities consisted of the following:
		Estimated liabilities for warranties		$  47,331
		Interest				                         	  108,061
		Reserve for sales discounts		     	     114,122
		Excise taxes				                         48,330
                                    				$ 317,844

Note 8 - Long-term Debt

	Long-term debt consists of various obligations assumed 
in 1994 by Tollycraft Acquisition Corporation in 
connection with the purchase of the yacht manufacturing 
business, tooling, molds, patterns and all rights and 
privileges to the name "Tollycraft".

Note 8 - Operating Lease Commitments
	
	The Company leases certain vehicles and machinery under 
non-cancelable operating leases.  Minimum future lease 
payments under these operating leases are as follows:
	
		Years ending			
			1996		$   19,836
			1997		    19,836
			1998		     6,612
    					$   46,284
	
	The Company also leases its manufacturing facilities 
and effective October 1, 1995 has entered into a twenty 
year lease at $29,500 per month.  The agreement calls 
for 7% increases at the end of each five year period of 
the lease.

<PAGE>

TOLLYCRAFT YACHT CORPORATION
Notes to Consolidated Financial Statements (continued)

Note 9 - Provision for Income Taxes
	
	Deferred income taxes are recognized for all 
significant temporary differences between the tax and 
financial statement basis of assets and liabilities.  
The classification of the resulting deferred tax assets 
and liabilities is based upon the classification of the 
related balance sheet asset or liability.  Deferred tax 
assets and liabilities result principally from the 
Company's net operating loss carryforwards, differences 
in depreciation methods for tax purposes and other 
temporary differences.  A valuation allowance has been 
created for purposes of financial reporting.
	
Note 10 - Subsequent Events
	
	Tollycraft Yacht Corporation has issued and is 
currently offering in a private placement $3,000,000 of 
promissory notes convertible into common stock.  
Additionally, the Company has signed a letter of intent 
with a financing consultant to provide investment 
banking and advisory services in connection with a 
secondary offering of $9,000,000 of common stock.

<PAGE>	

Item 2. Managements Discussion and Analysis or Plan of 
Operation

In January Child Guard Corporation acquired Tollycraft 
Acquisition Corporation (a manufacturer of luxury motor 
yachts).  Subsequent to the transaction, Child Guard 
Corporation changed its name to Tollycraft Yacht 
Corporation.  Effective with the acquisition, the Company's 
main line of business is the production of luxury motor 
yachts from 48 feet to 90 feet in length.

Tollycraft Acquisition Corporation ("TAC") is the successor 
of the original manufacturer of Tollycraft Yachts.  The 
stockholders of TAC formed a new management group.  Key 
decisions by the management group include (1) The commitment 
to maintain customer and dealer relationships by completing 
all unfinished yacht contracts even though it meant TAC 
would absorb substantial losses, (2)  Shape maximum customer 
confidence,  (3) Invest in updating and redesigning its 
current product line,  (4)  Develop a new series of yachts, 
(5)  Streamline management,  (6)  Expand its dealer network.
Significant expenses have been incurred to implement these 
decisions.

In the fall of 1995 Tollycraft Acquisition Corporation was 
actively seeking a business partner to raise funds in order 
to continue with its business plan.  As part of the business 
plan, Tollycraft Acquisition Corporation was acquired by 
Child Guard Corporation in order to raise capital in the 
public market.

Results of Operations:

Current operations reflect the costs of ongoing improvement 
and expansion that has been implemented by the Company.  For 
the first quarter of 1996, the gross margin was -17%.  Many 
factors have contributed to the negative gross margin on 
sales.  In order to improve quality additional materials 
have been incorporated into the yachts and manufacturing 
processes were modified to meet specific procedural 
criteria.  To update the previously neglected product line, 
the yachts were redesigned with more luxurious interiors and 
more expensive materials have been selected with an emphasis 
on quality and manufacturing efficiency.  The resulting 
higher material costs and an increase in direct labor caused 
by retraining and developing new manufacturing procedures 
has had a significant impact on gross margins.  In addition, 
it was necessary to schedule high levels of direct labor 
overtime wages during the first quarter in order to 
accelerate the production schedules to complete specific 
yachts for their debut at the winter season international 
boat shows.  Previous pricing commitments to the existing 
dealers also contributed to a lack of profitability. 

Management has taken the following steps to improve the 
operations of the Company:


	1. Increased basic pricing on current models an average 
24% for greater profit margins to reflect the higher 
quality products being manufactured.

	2. Selected new materials to upgrade the quality of 
interiors while emphasizing production efficiency.
	3	 Designed a new line of yachts to augment the current 
models offered.  The new yachts are engineered for 
more efficient production and priced at greater 
profit margins.
	4. Established relationships with dealers that are 
capable of providing their own inventory financing.
	5.	Increased the dealer network for nationwide 
marketing capability to increase sales volume and 
reach economies of scale.

<PAGE>

	6.	Redesigned manufacturing processes to make 
production more efficient.
	7. Modernized the manufacturing plant for increased 
capacity and efficiency of material flow.
	8. Developed a labor tracking system to monitor and 
reduce direct labor costs.

The Company's leased manufacturing facility has recently 
undergone a $2,000,000 renovation and expansion which was 
financed by the owner of the real estate.  Company 
expenditures for the improvements were not material.  

From a management standpoint, the main focuses have been to 
introduce new engineering and construction techniques to 
reduce direct manufacturing costs, and streamline its 
management structure.  The enlarged facility and new 
management techniques make it possible to double production 
with very little increases in fixed costs.  

Financial Condition:

Implementing and making the improvements has been an 
expensive proposition.  Many one time costs in training and 
manufacturing modifications to improve plant efficiency have 
been paid through current operations.  In addition, the 
yachts have been extensively marketed at trade shows to 
establish Tollycraft as a legitimate competitor in the east 
coast yacht market.  These circumstances have resulted in 
large operating losses, the impact of which can be seen in 
the current financial condition of the Company.

At March 31, 1996, the Company had a negative net worth of -
$7,838,779.  The cumulative losses of the Company have 
recently been financed through current liabilities.  Current 
liabilities of $11,060-417 exceed current assets of 
$3,159,683 resulting in a current ratio of .29.  Current 
liabilities include a revolving credit facility of 
$3,000,000 from a marine engine supplier to assist financing 
of work-in-process inventories.  The remaining current 
liabilities are trade payables, another working capital 
loan, deposits from customers, and accrued payroll related 
expenses and undeposited payroll taxes.

TAC has not been able to make timely payments to trade 
suppliers and various taxing authorities.  Deferred payment 
terms have been negotiated with the taxing authorities and 
the vast majority of trade vendors.  Material suppliers 
continue to provide the Company with its raw material needs 
on a COD basis and no orders have been canceled.  

Long-term debt of $1,385,295 (including current maturities) 
is mainly obligations assumed by TAC in exchange for 
miscellaneous machinery and equipment as well as the molds 
and tooling necessary to manufacture the current line of 
yachts.  Management believes the book value of these assets 
is significantly understated when considering replacement 
cost values and the potential earnings capability of the 
tooling.

Capital expenditures during the first quarter of 1996 were $ 
35,094 adding to a total investment in new equipment and 
tooling of $508,343 since the Company was organized.  Funds 
for these capital expenditures have been provided through 
current operations with a corresponding increase in current 
debt.  In order to establish the Company as a viable 
competitor in the industry, management has established an 
aggressive time schedule to upgrade existing molds and 
tooling and manufacture additional molds and tooling for the 
newly designed line of yachts.  Total capital expenditures 
necessary for completion of the product line upgrade and 
expansion is approximately $ 2,650,000.  The Company is 
dependent on external sources of funding to complete the 
plan.

The Company is considering various alternatives to improve 
its financial position, meet ongoing trade obligations, pay 
delinquent tax balances, and fund capital expenditure 
requirements including converting current debt to equity 
through the issuance of common shares, and the sale of 
common shares to raise working capital.  The Company has 
engaged the services of professional advisors to perform 
these investment activities.  In addition, another supplier 
of marine engines has expressed an interest in providing 
working capital funding for projects that contain its 
products. 

<PAGE>

With the redesigning of existing yachts and the announcement 
of new designs, the Company's yachts have been regularly 
featured in trade magazines and journals including receiving 
very favorable reviews from industry insiders.  Increased 
market exposure has enabled the Company to recruit and 
expand its dealer network.  With the recent addition of the 
largest yacht dealer on the east coast Tollycraft also 
received the largest single production order (approximately 
$8 million wholesale) in its history.  With this new 
relationship and order, the Company now has dealer 
representation nationwide.

Industry experts are seeing steady increases in the sale of 
large luxury yachts.  Many are optimistic that yacht sales 
will continue to cruise along into the 21st century.  
According to a recent article in the San Diego Union, there 
are significant reasons for this steady increase: Baby 
boomers are now turning 50 and are buying more expensive 
luxury items; consumer attitudes have improved over the past 
few years; lower interest rates; and the repeal of the 
luxury tax.  This trend in the industry is clearly reflected 
in Tollycraft's production order backlog.  With a current 
wholesale value of approximately $25 million, it is the 
highest ever.

In order to increase production to a profitable level, the 
Company is in need of additional capital to build production 
tooling, finance inventory and provide working capital.  The 
Company is dependent on external sources of liquidity until 
projected levels of production and improvements in direct 
costs are achieved which will return the Company to 
profitability and a positive cash flow.  A material 
commitment for capital expenditures and working capital is 
necessary to meet the projected goals.  The expected source 
for a majority of the funds is from a private placement 
stock offering closely followed by a public stock offering.

With an expanded dealer network, increased pricing, updated 
and improved product lines, new yacht designs under 
development, and significant improvements in manufacturing 
and management techniques, Tollycraft Yachts is positioned 
for the future.  A future that capitalizes on the 60 year 
history of the Company.

<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings
	
	All legal proceedings referenced involve Tollycraft 
Acquisition Corporation ("TAC").
	
	Tollycraft Yachts Corp. (incorporated in Washington), 
Bankruptcy Case No. 93-34273T, United States Bankruptcy Court 
for the Western District of Washington at Tacoma
		Litigation surrounding payment of claim for 
attorney fees allegedly incurred by Transamerica 
Commercial Financial Corp. in the bankruptcy case 
involving the predecessor company.  Ruling in 
favor of Transamerica has been appealed to the 9th 
circuit Bankruptcy appellate Panel.  The parties 
are finalizing a recently negotiated settlement.
		
	Tollycraft Yachts Corp./California Factors & Finance 
and Tollycraft Acquisition Corporation v. Frederick 
Paulsell, Michael Coe, Thomas Cable, Nick Schmitt, et 
al., Bankruptcy Adversary No. 93-34595T, United States 
Bankruptcy Court for the Western District of Washington 
at Tacoma.
		Complaint for breach of contract and interference 
with contractual relationship.  The parties are 
finalizing a settlement.
		
	Christine Marie Trujillo v. Tollycraft Yachts
		Threatened litigation in Superior Court of 
Washington for Cowlitz County
		Claim for sexual harassment and wrongful 
termination.  Complaint asks for unspecified sum 
in special damages for lost wages, benefits and 
expenses and general damages for emotional 
distress and attorney fees.  The parties are 
negotiating a resolution of the matter.

Item 2. Changes in Securities

	No reportable events

Item 3. Defaults upon Senior Securities

	No reportable events
	
Item 4. Submission of Matters to a Vote of Security Holders

	Special meeting held January 29, 1996
	
	Four proposals were brought to a vote as follows:
	1.  Vote taken to combine Child Guard Corporation with 
Tollycraft Acquisition Corporation
		5,140,320 votes for
		0 votes against
		500 votes abstained
		
	2.  Vote taken for new Board of Directors
		New directors were elected as follows:
			Tonny Tulleners
			Jon Holt
			D.R. Cooley
		5,640,320 voted for
		0 voted against
		0 abstained

<PAGE>
		
	3.  Vote taken to change the name of Child Guard 
Corporation to Tollycraft Yacht Corporation
		5,140,320 voted for
		0 voted against
		500 votes abstained
		
	4.  Vote taken to increase the authorized number of 
shares to 100,000,000 common and 5,000,000 preferred.
		5,140,320 votes for
		0 votes against
		500 votes abstained

Item 5. Other Information

	No reportable events

Item 6. Exhibits and Reports on Form 8-K

	(a)  Exhibits.

	     Exhibit 2.  Agreement and Plan of Reorganization.
	     Exhibit 27. Financial Data Schedule.
	
	(b)  No reports on Form 8-K were filed during the 
quarter Index

                       First Quarter 10 QSB [Signatures]

In accordance with the requirements of the Exchange Act, the registrant caused 
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Tollycraft Yacht Corporation
    (Registrant)

Date: August 26, 1996

(Signature)
D.R. Cooley
President
Chief Executive Officer



(Signature)
William H. Lee
Controller

<PAGE>
                           	EXHIBIT 2

                          	AGREEMENT AND
                      	PLAN OF REORGANIZATION

	AGREEMENT AND PLAN OF REORGANIZATION, dated as of 
January 1, 1996, between CHILD GUARD CORPORATION, a 
Minnesota corporation ("CGC") and TOLLYCRAFT ACQUISITION 
CORPORATION, a Washington corporation ("TAC").

	WHEREAS the officers of CGC and TAC have negotiated and 
deem it advisable and in the best interests of their 
respective stockholders to consummate the business 
combination transaction provided for herein in which TAC 
would be acquired by CGC on the terms and subject to the 
conditions contained in this Agreement; and

	WHEREAS, for Federal income tax purposes, it is 
intended that the acquisition shall qualify as a 
reorganization under Section 368 of the Internal Revenue 
Code of 1986, as amended (the "Code");

	NOW, THEREFORE, in consideration of the foregoing and 
the respective representations, warranties, covenants, and 
agreements set forth herein, THE PARTIES HERETO AGREE AS 
FOLLOWS:

	ARTICLE 2.

	REORGANIZATION

	1.  Reorganization.  Subject to all of the terms and 
conditions of this Agreement, at Closing, TAC shall be 
acquired by  CGC.

	2.  Conversion of Shares and Assumption of Options.  
CGC agrees to issue 43,891,864 fully paid and non-assessable 
shares of its common stock in exchange for all of the shares 
of TAC common stock issued and outstanding.  The common 
stock will be issued directly to the shareholders of TAC in 
the amounts shown on Exhibit 1.2 hereof effective at the 
Closing.  CGC will not assume responsibility for or reserve 
shares for any unexercised stock options previously issued 
by TAC.

	3.  Exemption from Registration.  The parties hereto 
intend that the common stock to be issued by CGC to TAC 
shareholders shall be exempt from the registration 
requirements of the Securities Act of 1933, as amended (the 
"Act"), pursuant to Section 4 and/or 3 of the Act and the 
rules and regulations promulgated thereunder.  Such 
securities will be restricted under Rule 144 of the 
Securities Act of 1933, and as such cannot be resold in any 
public market except in compliance with such Rule, or any 
exemption thereof.

	4.  Status of Shares Deliverable.  The shares of stock 
of CGC deliverable pursuant to this Agreement, when issued 
and delivered as provided in this Agreement, will be validly 
issued and outstanding shares of voting Common Stock of CGC, 
fully paid and nonassessable.

	5.  Dissenting Shareholders.  Any shareholder of CGC or 
TAC who shall have lawfully dissented from the 
reorganization in accordance with applicable state law, and 
who shall have timely demanded payment of the value of his 
shares and submitted such shares for endorsement as provided 
in such applicable law, shall thereafter have only such 
rights as are provided a dissenting shareholder in 
accordance with said applicable law and shall have no other 
rights under this Agreement.

	ARTICLE 3.

	REPRESENTATIONS AND WARRANTIES OF TAC

	TAC hereby represents and warrants to CGC that to the 
best of its knowledge:

	1.  Organization and Good Standing.  TAC is a 
corporation duly organized, validly existing, and in good 
standing under the laws of Washington, has all necessary 
corporate powers to own its properties and to carry on its 
business as now owned and operated by it, and is duly 
qualified to do business as a corporation and is in good 
standing in each of the states in which the failure to 
qualify would have a material adverse effect on its business 
or properties.


	2.  Capitalization.  The authorized capital stock of 
TAC consists of 1,000,000 shares of $1.00 par value common 
stock of which 1,000,000 shares will be issued and 
outstanding as of Closing.  There are no outstanding 
subscriptions, options, rights, warrants, convertible 
securities, or other agreements or commitments obligating 
TAC to issue or to transfer from treasury or to repurchase 
any shares of its capital stock of any class.
  
	3.  Subsidiaries.  As of the date hereof, TAC does not 
have any subsidiaries or own any interest in any other 
enterprise (whether or not such enterprise is a 
corporation), except as disclosed in Exhibit 2.3.

	4.  Financial Statements.  Exhibit 2.4 hereof consists 
of the financial statements of TAC prepared by management as 
of October 31, 1995, containing the Balance Sheet and the 
related Statements of Operations, Changes in Stockholders' 
Equity and Changes in Financial Position for the period then 
ended.  

	5.  Absence of Certain Changes.  Since the date of the 
most recent Balance Sheet set forth in Exhibit 2.4 hereof, 
there has not been any change in the financial condition, or 
operations of TAC, which, individually or in the aggregate, 
has been materially adverse, except as disclosed in Exhibit 
2.5.  

	6.  Absence of Undisclosed Liabilities.  TAC, as of the 
date hereof, is not subject to any material debt, liability, 
or obligation of any nature, whether accrued, absolute, 
contingent, or otherwise, and whether due or to become due, 
that is not reflected in the financial statements specified 
in Exhibit 2.4 or as otherwise disclosed in Exhibit 2.5 
hereof.

	7.  Taxes and Assessments.  Except as described in 
Exhibit 2.7 hereof, within the times and in the manner 
prescribed by law, TAC has filed all federal, state and 
local tax returns required by law or has filed proper 
extensions, and has paid all taxes, assessments, and 
penalties due and payable other than those presently payable 
without penalty or interest.  The provisions for taxes, if 
any, reflected in the balance sheet included in Exhibit 2.4 
are adequate for any and all federal, state, county and 
local taxes for the period ending on the date of that 
balance sheet and for all prior periods, whether or not 
disputed.  There are no present disputes as to taxes of any 
nature payable by TAC, provided, however, various returns 
remain subject to audit.

	8.  Investigation of Financial Condition.  Subject to 
provisions regarding confidentiality, CGC and/or its 
attorneys and accountants shall have the opportunity to meet 
with TAC attorneys and accountants to discuss the business 
and financial condition of TAC, and TAC shall make available 
to CGC and/or its attorneys and accountants all books and 
records of TAC once reasonable notice of such request has 
been given.

	9.  Trade Names and Rights.  TAC owns or has the right 
to use all patents, trademarks, service marks, trade names, 
inventions, processes, know-how, trade secrets, copyrights, 
licenses and other rights necessary to its business as now 
conducted or proposed to be conducted, including without 
limitation, those set forth on Exhibit 2.9 hereof, and to 
the best knowledge of TAC, TAC is not infringing upon or 
otherwise acting adversely to the right or claimed right of 
any person under or with respect to any of the foregoing.

	10.  Compliance with Laws.  TAC has complied with, and 
is not in violation of, applicable federal, state or local 
statutes, laws and regulations (including, without 
limitation, any applicable building, zoning, or other law, 
ordinance, or regulation) affecting its properties or the 
operation of its business.

	11.  Litigation.  TAC is not a party to any suit, 
action, arbitration, or legal, administrative, or other 
proceeding, or governmental investigation pending or, to the 
best knowledge of TAC, threatened against or affecting TAC 
or its business, assets, or financial condition, except as 
set forth in Exhibit 2.11 hereof.  TAC is not in default 
with respect to any order, writ, injunction, or decree of 
any federal, state, local, or foreign court, department 
agency, or instrumentality applicable to it.  TAC is not 
engaged in any legal action to recover monies due to it, 
except as set forth in Exhibit 2.11 hereof.

	12.  Ability to Carry Out Obligations.  The execution 
and delivery of this Agreement by TAC and the performance by 
TAC of its obligations hereunder will not cause, constitute, 
or conflict with or result in (i) any breach or violation of 
any of the provisions of or constitute a default under any 
license, indenture, mortgage, charter, instrument, articles 
of incorporation, bylaw, or other agreement or instrument to 
which TAC is a party, or by which it may be bound, nor will 
any consents or authorizations of any party other than those 
hereto be required, (ii) an event that would permit any 
party to any agreement or instrument to terminate it or to 
accelerate the maturity of any indebtedness or other 
obligation of TAC, or (iii) an event that would result in 
the creation or imposition of any lien, charge, or 
encumbrance on any asset of TAC.

	13.  Property and Assets.  TAC has good and marketable 
title to all of its property and assets, real, personal, 
mixed or intangible, reflected on its most recent Balance 
Sheet, free and clear of any and all liens, claims and 
encumbrances of any nature, form or description, except as 
described in Exhibit 2.13 hereof.

	14.  Contracts and Agreements.  Except as listed in 
Exhibit 2.14 hereof, TAC is not a party to any oral or 
written agreement, arrangement, commitment, or potential 
obligation which individually, or collectively, materially 
affect TAC or its business.

	15.  Defaults.  TAC has performed in all material 
respects all of the material obligations required to be 
performed to date, and is not in default in any material 
respect under any agreements, leases, contracts or other 
documents to which it is a party, the effect of which, in 
the aggregate, would have a material adverse effect on the 
business, financial condition or results of operations of 
TAC.  To the knowledge of TAC, no party with whom TAC has an 
agreement which is of material importance to TAC is in 
material default thereunder.

	16.  Material Facts.  None of the representations and 
warranties made by TAC herein, or in any certificate to be 
furnished by TAC at Closing contains or will contain any 
untrue statement of material fact, or omit to state any 
material fact necessary in order to make the statements 
contained therein not misleading.

	17.  Indemnification.  TAC agrees to indemnify, defend 
and hold CGC harmless against and in respect of any and all 
claims, demands, losses, costs, expenses, obligations, 
liabilities, damages, recoveries and deficiencies, including 
interest, penalties, and reasonable attorney fees, that any 
of them shall incur or suffer, which arise out of, result 
from or relate to any breach of, or failure by TAC to 
perform any of its representations, warranties, covenants or 
agreements in this Agreement or in any instrument to be 
furnished by TAC under this agreement at Closing.


ARTICLE 4.

REPRESENTATIONS AND WARRANTIES OF CGC

CGC represents and warrants to TAC that:

	1.  Organization and Good Standing.  CGC is a 
corporation duly organized, validly existing, and in good 
standing under the laws of Minnesota, has all necessary 
corporate powers to own its properties and to carry on its 
business as now owned and operated by  it,  and  is  duly 
qualified  to  do  business  as  a  foreign corporation and 
is in good standing in each of the states in which the 
failure to qualify would have a material adverse effect on 
its business or properties.

	2.  Capital.  The authorized capital stock of CGC 
consists of 50,000,000  shares  of  no par value  common  
stock of which 6,108,136 shares are currently issued and 
outstanding.  All of the issued and outstanding shares are 
duly and validly issued, fully paid and non-assessable.  
There are no outstanding subscriptions, options, rights,  
warrants, convertible securities, or other agreements or 
commitments obligating CGC to issue or to transfer from 
treasury any additional shares of its capital stock of any 
class.

	3.  Subsidiaries.  CGC does not have any subsidiaries 
or own any interest in any other enterprise (whether or not 
such enterprise is a corporation)

	4.  Taxes and Assessments.  Except as described in 
Exhibit 3.4 hereof, within the times and in the manner 
prescribed by law, CGC has filed all federal, state and 
local tax returns required by law or has filed proper 
extensions, and has paid all taxes, assessments, and 
penalties due and payable other than those presently payable 
without penalty or interest.

	5.  Compliance with Laws.  CGC has complied with, and 
is not in violation of, applicable federal, state or local 
statutes, laws and regulations  (including, without 
limitation, any applicable building, zoning, or other law, 
ordinance, or regulation) affecting its properties or the 
operation of its business.

	6.  Litigation.  CGC is not a party to any suit, 
action, arbitration, or legal, administrative, or other 
proceeding, or governmental investigation pending or, to the 
best knowledge of CGC, threatened against or affecting CGC 
or its business, assets, or financial condition, except as 
set forth in Exhibit 3.6 hereof. CGC is not in default with 
respect to any order, writ, injunction, or decree of any 
federal, state, local, or foreign court, department agency, 
or instrumentality applicable to it.  CGC is not engaged in 
any legal action to recover monies due to it, except as set 
forth in Exhibit 3.6 hereof.

	7.  Ability to Carry Out Obligations.  The execution 
and delivery of this Agreement by CGC and the performance by 
CGC of their obligations hereunder the thereunder will not 
cause, constitute, or conflict with or result in (i) any 
breach or violation of any of the provisions of or 
constitute a default under any license, indenture, mortgage, 
charter, instrument, articles of incorporation, bylaw, or 
other agreement or instrument to which CGC is a party, or by 
which it may be bound, nor will any consents or 
authorizations of any party other than those hereto be 
required,
(ii)	an event that would permit any party to any agreement 
or instrument to terminate it or to accelerate the maturity 
of any indebtedness or other obligation of CGC, or (iii) an 
event that would result in the creation or imposition of any 
lien, charge, or encumbrance on any asset of CGC.

	8.  Property and Assets.  CGC has good and marketable 
title to all of its property and assets, real, personal, 
mixed or intangible, free and clear of any and all liens, 
claims and encumbrances of any nature, form or description, 
except as described in Exhibit 3.8 hereof.

	9.  Contracts and Agreements.  CGC is not a party to 
any oral or written agreement, arrangement,  commitment,  or 
 potential obligation which individually, or collectively, 
materially affect CGC or its business.

	10.  Defaults.  CGC has performed in all material 
respects all of the material obligations required to be 
performed to date, and is not in default in any material 
respect under any of agreements, leases, contracts or other 
documents to which it is a party, the effect of which, in 
the aggregate, would have a material adverse effect on the 
business, financial condition or results of operations of 
CGC.  To the knowledge of CGC, no party with whom CGC has an 
agreement which is of material importance to CGC is in 
material default thereunder.

	11.  Material Facts.   None of the representations and 
warranties made by CGC herein,  or in any certificate to be 
furnished by CGC at Closing contains or will contain any 
untrue statement of material fact, or omit to state any 
material fact necessary in order to make the statements 
contained therein not misleading.

	12.  Indemnification.  CGC agrees to indemnify, defend 
and hold TAC harmless against and in respect of any and all 
claims, demands, losses, costs, expenses, obligations, 
liabilities, damages, recoveries and deficiencies, including 
interest, penalties, and reasonable attorney fees, that any 
of them shall incur or suffer, which arise out of, result 
from or relate to any breach of, or failure by CGC to 
perform any of its representations
warranties, covenants or agreements in this Agreement or in 
any instrument to be furnished by CGC under this agreement 
at Closing.

	13.  Public Status of Securities.

		    1.  Certain of the outstanding common shares 
of CGC have achieved public free trading status in that they 
were issued pursuant to a registered offering in the State 
of Minnesota and were exempt from registration under the 
Securities Act of 1933.  Such public status of these 
securities allows brokers or dealers to publish quotations 
for CGC securities pursuant to Rule 15c2-11 of the 
Securities Exchange Act of 1934.  No order preventing or 
suspending the publishing of such quotations has ever been 
issued by the Securities and Exchange Commission.  The 
Information Statement prepared pursuant to Rule 15c2-11, 
conformed in all material respects to the requirements of 
the Act and the rules and regulations of the Commission 
thereunder and did not contain an untrue statement of a 
material fact or omit to state a material fact required to 
be stated therein or necessary to make the statements 
therein not misleading.

	    2.  CGC is in compliance with all applicable state 
blue sky laws.  No order preventing or suspending the 
secondary sale of CGC securities quotations has ever been 
issued by a state securities administrator.

	14.  Trading.  None of CGC, its officers, directors, 
control persons and affiliates have engaged in, or in any 
manner whatsoever participated in, any transaction involving 
any security of CGC except in compliance with all applicable 
securities laws, including without limitation, the Act and 
the Securities Exchange Act of 1934, as amended (the 
"Exchange Act").


	ARTICLE 5.

	ADDITIONAL REPRESENTATIONS AND WARRANTIES OF TAC

TAC further represents and warrants to CGC that:

	1.  Investment Intent.  Each TAC shareholder 
understands and acknowledges that the shares of CGC common 
stock (the "CGC Shares") are being offered for exchange in 
reliance upon the exemption provided in Section (2) of the 
Act and Rule 506 of Regulation D adopted thereunder, for 
nonpublic offerings; and. the Shareholder makes the 
following representations and warranties with the intent 
that the same may be relied upon in determining the 
suitability of such Shareholder as a purchaser of 
securities.

	    1.  The CGC shares are being acquired solely for 
the account of each TAC shareholder, for investment purposes 
only, and not with a view to, or for sale in connection 
with, any distribution thereof and with no present intention 
of distributing or reselling any part of the CGC Shares.

	    2.  Each TAC shareholder agrees not to dispose of 
his CGC Shares or any portion thereof in violation of the 
Act, the Exchange Act, the rules and regulations thereunder 
or any applicable state securities laws.

	    3.  Each TAC shareholder (together with his 
qualified purchaser representative, if any) is knowledgeable 
and experienced in making and evaluating investments of this 
nature and desires to accept the Exchange Offer on the terms 
and conditions set forth herein.

	    4.  Each TAC shareholder is able to bear the 
economic risk of an investment, as a result of the Exchange 
Offer, in the CGC Shares.

	2.  Legend.  Each TAC shareholder agrees that the 
certificates evidencing the CGC Shares acquired pursuant to 
this Agreement will have the following:

"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED 
UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, 
TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT AN 
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE 
WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE 
COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY 
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH 
REGISTRATION IS NOT REQUIRED."

Such legend shall be removed (i) if the shares represented 
by such certificate shall have been effectively registered 
under the Act or otherwise lawfully sold in a public 
transaction, or (ii) if the holder of such shares shall have 
provided CGC with an opinion of counsel, in form and 
substance reasonably acceptable to CGC and its counsel and 
from attorneys reasonably acceptable to CGC and its counsel, 
stating that a public sale, transfer or assignment of such 
shares may be made without registration.

	ARTICLE 6.

	CONDITIONS PRECEDENT

	1.  Conditions.  The respective obligation's of each 
party hereunder shall be subject to the satisfaction, at or 
before Closing, of the following conditions:

	    1.  Approval of Directors and Shareholders.  This 
Agreement and Plan of Reorganization will be submitted to 
the Board of Directors and Shareholders of each party for 
their approval.

	      2.  Accuracy of Representations.  Except as 
otherwise permitted by this Agreement, all representations 
and warranties by each party in this Agreement or in any 
written statement that shall be delivered by any party under 
this Agreement at Closing shall be true and accurate on and 
as of Closing as though made at that time.

	     3.  Performance.   Each party shall have 
performed, satisfied,  and complied with  all  covenants,  
agreements,  and conditions required by this Agreement to be 
performed or complied- with by it, on or before Closing.

	   4.  Absence of Litigation.  No action, suit or 
proceeding before any court or any governmental body or 
authority, pertaining to the transaction contemplated by 
this Agreement or to its consummation, shall have been 
instituted or threatened against any party on or before 
Closing.

	      5.  Financial Condition.  On the Closing Date, 
except as disclosed on the appropriate Exhibit hereof, the 
assets and liabilities of each party shall not be 
significantly different than as shown of its most recent 
audited Balance Sheet included in the appropriate Exhibit 
hereof.

	2.  Conditions to Obligations of TAC.  The obligations 
of TAC to effect the transaction are subject to the 
satisfaction of the following conditions:

	    1.  Opinion of Counsel for CGC Re:Stock 
Tradeability have prepared and presented at Closing an 
opinion letter from counsel for CGC, dated the Closing date, 
in form and substance satisfactory to TAC and its counsel, 
to the effect that CGC is a public company and that a 
certain portion of CGC's outstanding common stock is freely 
tradeable.

	    2.  Officers and Directors.  Effective immediately 
upon Closing, the directors and officers of CGC shall have 
resigned and the board of directors of CGC shall be lawfully 
constituted with, and the executive offices lawfully held by 
the persons as set forth  in Exhibit 5.2.2.

	    3.  Bank Accounts.  Effective immediately  upon 
Closing, the authority of all persons theretofore authorized 
to effect transactions with respect to all bank accounts 
shall have been rescinded.

	    4.  Corporate Proceedings.  All CGC corporate and
other proceedings in connection with the transaction 
contemplated hereby and all documents  and instruments  
incidental  to such
transactions shall be in satisfactory form and substance.

	    5.  Records.  CGC shall have delivered to the 
President as stated in Section 5.2.2, all of the books and 
records of CGC.

	ARTICLE 7.

	CLOSING

	1.  Closing.  The closing of this transaction shall be 
held at the offices of Robert C. Weaver, Jr., Esquire, or 
such other place as shall be mutually agreed upon, on such 
date as shall be mutually agreed upon by the parties, but in 
no event later than June 1, 1996.

	2.  Documents to Be Delivered at Closing.  The parties 
shall deliver, or cause to be delivered, all documents or 
certificates called for in this Agreement, along with such 
other documents or certificates as may be necessary, in the 
reasonable opinion of counsel, to effectuate the transaction 
called for hereunder.

	3.  Effective Time of Merger.  This transaction shall 
be consummated when all necessary documents are properly 
executed, certified and filed in accordance with applicable 
state laws after Closing.

	ARTICLE 8.

	AMENDMENT, WAIVER AND TERMINATION


	1.  Amendment.  This Agreement and any provision 
hereof, may not be waived, changed, modified, or discharged 
orally, but it can be changed by an agreement in writing 
signed by the party against whom enforcement of any waiver, 
change, modification or discharge is sought.

	2.  Waiver.  Except as otherwise expressly provided 
herein, waiver of any covenant, condition   provision of 
this Agreement
be deemed to have been made unless expressly in writing and 
signed by the party against whom such waiver is charged; and 
(i) the failure of any party to insist in any one or more 
cases upon the performance of this Agreement or to exercise 
any option herein contained shall not be construed as a 
waiver or relinquishment for the future of any such 
provisions, covenants or conditions, (ii) the  acceptance  
of performance of anything required by this Agreement to be 
performed with knowledge of the breach or failure of a 
covenant, condition or provision hereof shall not be deemed 
a waiver of such breach or failure, and (iii) no waiver by 
any party of none breach by another part shall be construed 
as a waiver with respect to any other or subsequent breach

	3.  Termination.  This Agreement may be terminated at 
any time prior to the Closing Date: (i) by mutual consent of 
the parties; (ii) by any party in the event it appears 
reasonably certain that any of the conditions precedent set 
forth in Article VI and VII hereof cannot be substantially 
satisfied or waived by the Closing Date.  In the event the 
Closing Date shall not have occurred on or before January 
31, 1996, this Agreement shall automatically terminate 
without any action, notice or consent by any party.

	4.  Effect of Termination.  In the event this Agreement 
is terminated or abandoned pursuant to the foregoing 
provisions, this Agreement shall become void and shall have 
no further force or effect, and shall not impose any 
liability on the part of any party hereto.

	ARTICLE 9.

	MISCELLANEOUS

	1.  Captions and Headings.  The article and paragraph 
headings throughout this Agreement are for convenience and 
reference only, and shall in no way be deemed to define, 
limit, or add to the meaning of any provision of this 
Agreement.

	2.  Time of Essence.   Time is of the essence of this 
Agreement and of each and every provision hereof.

	3.  Entire Agreement.  This Agreement contains the 
entire Agreement  and  understanding  between  the  parties 
 hereto  and supersedes all prior agreements and 
understandings.

	4.  Choice of Law.  Except as otherwise limited by 
Federal law, this Agreement shall. be interpreted, construed 
and enforced according to the laws of the State of 
Minnesota.

	5.  Counterparts.    This  Agreement  may  be  executed 
simultaneously in one or more counterparts, each of which 
shall be deemed an original, but all of which together shall 
constitute one
and the same instrument.

	6. Notices.  All notices, requests, demands and other 
communications under this Agreement shall have been in 
writing and shall be deemed to have been duly given on the 
date of service if served personally on the party to whom 
notice is to be given, or on the third business day after 
mailing if mailed to the party to whom notice  is  to be 
given,  by first class mail,  registered or certified, 
postage prepaid, and properly addressed as follows:

CGC: CHILD GUARD CORPORATION
441 Crescent Drive
Albert Lea, MN 56007

TAC: TOLLYCRAFT ACQUISITION CORPORATION
2200 Clinton Avenue
Kelso, WA 48626


	7.  Binding Effect.  This Agreement shall inure to and 
be binding  upon  the  heirs,  executors,  personal  
representatives, successors and assigns of each of the 
parties to this Agreement.

	8.  Assignment   Except with the written consent of the 
other party, the obligations under this Agreement shall not 
be assignable by any party.  Nothing herein expressed or 
implied is intended to confer upon any person, other than 
the parties hereto or their respective successors, assigns, 
heirs and legal representatives,
any rights, remedies, or liabilities under or by reason of 
this Agreement.

	9.  Mutual Cooperation.  The parties hereto shall 
cooperate with each other to achieve the purposes of this 
Agreement, and shall execute such other and further 
documents and take such other and further actions as may be 
necessary or convenient to effect the provisions hereof.

	10.  Brokers.  The parties hereto represent that no 
finder's fee has been paid or is payable by any party.  Each 
of the parties hereto shall indemnify and hold the other 
harmless against any and all claims, losses, liabilities or 
expenses which may be asserted against it as a result of its 
dealings, arrangements or agreements with any such other 
broker or person

	11.  Announcements.  Each party will consult and 
cooperate with each other as to the timing and content of 
any announcements of the transactions contemplated hereby to 
the general public or to employees, customers or suppliers.

	12.  Expenses.  Each party shall pay their respective 
expenses, including legal, accounting and any other out-of-
pocket expenses incurred in connection with this 
transaction, whether or not the transaction contemplated 
hereby is consummated.

	13.  Survival of Representations.   The 
representations, warranties, covenants and agreements of the 
parties set forth in this Agreement or in any instrument, 
certificate, opinion, or other writing provided for in it, 
shall survive the Closing irrespective of any investigation 
made by or on behalf of any party.

	14.  Exhibits.  The exhibits attached hereto are an 
integral part of this Agreement and each such exhibit shall 
be applicable as if set forth in full in the text hereof 
only with respect to the sections of this Agreement to which 
it is cross-referenced. Any material changes to the Exhibits 
shall be immediately disclosed to the other party.

	15.  Attorneys'  Fees.  If any legal action or other 
proceeding is brought for the enforcement of this Agreement, 
or
because of an alleged dispute, breach, default or 
misrepresentation in connection with any of the provisions 
of this Agreement, the successful or prevailing party or 
parties shall be entitled to recover reasonable attorney's 
fees and other costs incurred in that action or proceeding, 
including the collection of a judgement resulting therefrom, 
in addition to any other relief to which it or they may be 
entitled.

AGREED TO AND ACCEPTED as of the date first above written. 


CHILD GUARD CORPORATION


By:                              
			President

By:                              
			Secretary


TOLLYCRAFT ACQUISITION CORPORATION


By:                              
			President

By:                              
			Secretary