STOCK PURCHASE AGREEMENT

                                      AMONG

                       NATIONAL INVESTMENT MANAGERS INC.,

                                  PENTEC, INC.,

                         PENTEC CAPITAL MANAGEMENT, INC.

                                       AND

                               MICHAEL E. CALLAHAN




                          Dated as of February 28, 2007




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                                TABLE OF CONTENTS

Section                                                                     Page
-------                                                                     ----

ARTICLE I SALE AND PURCHASE OF SHARES
      1.1   Sale and Purchase of Shares ....................................   1

ARTICLE II PURCHASE PRICE AND PAYMENT
      2.1   Amount of Purchase Price .......................................   1
      2.2   Payment of Purchase Price ......................................   1
      2.3   Net Working Capital Adjustment .................................   2
      2.4   Additional Consideration .......................................   2

ARTICLE III CLOSING AND TERMINATION
      3.1   Closing Date ...................................................   3
      3.2   Termination of Agreement .......................................   3
      3.3   Procedure Upon Termination .....................................   4
      3.4   Effect of Termination ..........................................   4

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLER
      4.1   Organization and Good Standing .................................   4
      4.2   Authority ......................................................   4
      4.3   Shares .........................................................   5
      4.4   Basic Corporate Records ........................................   5
      4.5   Minute Books ...................................................   5
      4.6   Subsidiaries and Affiliates ....................................   6
      4.7   Consents .......................................................   6
      4.8   Financial Statements ...........................................   6
      4.9   Records and Books Account ......................................   7
      4.10  Absence of Undisclosed Liabilities .............................   7
      4.11  Taxes ..........................................................   7
      4.12  Account Receivable .............................................   9
      4.13  Inventory ......................................................   9
      4.14  Machinery and Equipment ........................................  10
      4.15  Title to Properties; Certain Real Property Matters .............  10
      4.16  Leases .........................................................  11
      4.17  Patents, Software, Trademarks, Etc. ............................  12
      4.18  Insurance Policies .............................................  12
      4.19  Banking and Personnel Lists ....................................  13
      4.20  Lists of Contracts, Etc. .......................................  13
      4.21  Compliance With the Law ........................................  15
      4.22  Litigation, Pending Labor Disputes .............................  15
      4.23  Absence of Certain Changes or Events ...........................  16
      4.24  Employee Benefit Plans .........................................  17


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      4.25  Product Warranties and Product Liabilities .....................  18
      4.26  Assets .........................................................  18
      4.27  Absence of Certain Commercial Practices ........................  19
      4.28  Licenses, Permits, Consents and Approvals ......................  19
      4.29  Environmental Matters ..........................................  19
      4.30  Broker .........................................................  21
      4.31  Related Party Transactions .....................................  21
      4.32  Patriot Act ....................................................  21
      4.33  Disclosure .....................................................  22

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER
      5.1   Organization and Good Standing .................................  22
      5.2   Authority ......................................................  22
      5.3   Conflicts; Consents of Third Parties ...........................  22
      5.4   Litigation .....................................................  23
      5.5   Investment Intention ...........................................  23
      5.6   Broker .........................................................  23

ARTICLE VI COVENANTS
      6.1   Access to Information ..........................................  23
      6.2   Conduct of the Business Pending the Closing ....................  24
      6.3   Consents .......................................................  26
      6.4   Other Actions ..................................................  26
      6.5   No Solicitation ................................................  26
      6.6   Preservation of Records ........................................  27
      6.7   Publicity ......................................................  27
      6.8   Use of Name ....................................................  27
      6.9   Employment Agreements ..........................................  27
      6.10  Board of Directors .............................................  27
      6.11  Financial Statements ...........................................  28
      6.12  Tax Election ...................................................  28
      6.13  Tax Matters ....................................................  28

ARTICLE VII CONDITIONS TO CLOSING
      7.1   Conditions Precedent to Obligations of Purchaser ...............  30
      7.2   Conditions Precedent to Obligations of the Seller ..............  32

ARTICLE VIII DOCUMENTS TO BE DELIVERED
      8.1   Documents to be Delivered by the Seller ........................  33
      8.2   Documents to be Delivered by the Purchaser .....................  33

ARTICLE IX INDEMNIFICATION
      9.1   Indemnification ................................................  33
      9.2   Limitations on Indemnification for Breaches of
            Representations and Warranties .................................  34
      9.3   Indemnification Procedures .....................................  35
      9.4   Tax Treatment of Indemnity Payments ............................  36


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ARTICLE X MISCELLANEOUS
      10.1  Payment of Sales, Use or Similar Taxes .........................  36
      10.2  Survival of Representations and Warranties .....................  36
      10.3  Expenses .......................................................  36
      10.4  Specific Performance ...........................................  36
      10.5  Further Assurances .............................................  37
      10.6  Submission to Jurisdiction; Consent to Service of Process ......  37
      10.7  Table of Contents and Headings .................................  37
      10.8  Governing Law ..................................................  38
      10.9  Table of Contents and Headings .................................  38
      10.10 Notices ........................................................  38
      10.11 Severability ...................................................  39
      10.12 Binding Effect; Assignment .....................................  39


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<PAGE>

                            STOCK PURCHASE AGREEMENT


            STOCK  PURCHASE  AGREEMENT,  dated  as of  February  28,  2007  (the
"Agreement"),  among National Investment Managers Inc., a corporation  organized
under  the laws of  Florida  (the  "Purchaser");  Pentec,  Inc.,  a  corporation
organized under the laws of Connecticut  ("Pentec");  Pentec Capital Management,
Inc.,  a  corporation  organized  under  the  laws  of  Connecticut  ("PCM"  and
collectively  with  Pentec,  the  "Company"),   and  Michael  E.  Callahan  (the
"Seller").

                              W I T N E S S E T H:
                              - - - - - - - - - -

            WHEREAS, the Seller owns an aggregate of 790 shares of common stock,
par value $10 per  share,  of Pentec  (the  "Pentec  Shares")  and 100 shares of
common stock, no par value per share, of PCM (the "PCM Shares" and  collectively
with the Pentec Shares, the "Shares"), which Shares constitute all of the issued
and outstanding shares of capital stock of PCM and Pentec, respectively; and

            WHEREAS,  the  Seller  desires  to  sell to the  Purchaser,  and the
Purchaser desires to purchase from the Seller, the Shares for the purchase price
and upon the terms and conditions hereinafter set forth;

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

                                   ARTICLE I
                           SALE AND PURCHASE OF SHARES

            1.1 Sale and Purchase of Shares.

            Upon the terms and subject to the conditions  contained  herein,  on
the Closing Date the Seller shall sell, assign, transfer,  convey and deliver to
the  Purchaser,  and the Purchaser  shall  purchase from the Seller,  all of the
Shares.

                                   ARTICLE II
                           PURCHASE PRICE AND PAYMENT

            2.1 Amount of  Purchase  Price.  The  purchase  price for the Shares
shall  be an  amount  equal to  3,217,000.00  (three  million  two  hundred  and
seventeen  thousand  US  dollars)  (the  "Purchase  Price")  consisting  of  (i)
$1,517,000 (one million five hundred and seventeen  thousand US dollars) in cash
(the "Cash Purchase Price"),  (ii)  $1,450,000.00  (one million four hundred and
fifty thousand US dollars) evidenced by a promissory note in the form of exhibit
2.1(ii) hereto,  payable to the Seller (the "Note") and (iii)  $250,000.00  (two
hundred and fifty  thousand US dollars)  evidenced  by 403,225  shares of common
stock of the Purchaser, payable to the Seller (the "NIM Shares").
<PAGE>

            2.2 Payment of Purchase  Price.  On the Closing Date,  the Purchaser
shall (i) pay the Cash Purchase Price to the Seller,  which shall be paid by the
delivery to Seller of a certified or bank  cashier's  check in New York Clearing
House Funds,  payable to the order of the Seller or, at the Purchaser's  option,
by wire transfer of immediately  available funds into accounts designated by the
Seller, and (ii) deliver the Note and the NIM Shares to the Seller.

            2.3 Adjustments to the Note.

            (a) Within 30 days after the first six month  period  that begins on
March 1, 2007 and ends on September  1, 2007 and for each of the second,  third,
fourth and fifth six-month periods following September 1, 2007,  commencing with
the six-month  period that ends on March 1, 2008 (each a "Measurement  Period"),
the Purchaser shall cause to be prepared and delivered to the Seller a statement
of  operations  of PCM and  Pentec  for the  immediately  preceding  Measurement
Period,   determined  in  accordance  with  United  States  generally   accepted
accounting  principles  ("GAAP")  and the  principles  set forth in  Schedule  A
hereto.  Such statements of operations (each a "Statement of Operations")  shall
include  (i) a separate  calculation  of PCM's and  Pentec's  combined  earnings
before  interest,  taxes,  depreciation and  amortiziation  for each Measurement
Period,  determined in accordance  with the  principles  set forth in Schedule A
hereto  ("Adjusted  EBITDA");  (ii) a  determination  as to whether the Adjusted
EBITDA of $350,000 for each  Measurement  Period (the "Target  EBITDA") has been
achieved; and (iii) the amount of the Shortfall or Additional EBITDA (as defined
below), as applicable,  for each Measurement Period. Unless within ten (10) days
of delivery of such  Statement of Operations  by Purchaser to Seller,  Purchaser
shall  have  received  a written  objection  from  Seller to such  Statement  of
Operations,  then  such  draft  shall  be  considered  the  final  Statement  of
Operations of the Company for such period (the "Final Statement of Operations").
If within ten (10) days of delivery of the  Statement of Operations by Purchaser
to Seller, Purchaser shall have received a written objection from Seller to such
Statement  of  Operations,  then the  Seller  and  Purchaser  shall  attempt  to
reconcile their  differences  diligently and in good faith and any resolution by
them shall be final, binding and conclusive. If the Seller and the Purchaser are
unable  to reach a  resolution  with  such  effect  within  ten (10) days of the
Purchaser's receipt of the Seller's written notice of objection,  the Seller and
the  Purchaser  shall  submit such  dispute  for  resolution  to an  independent
accounting  firm  mutually  appointed  by the  Seller  and  the  Purchaser  (the
"Independent  Accounting Firm"), which shall determine and report to the parties
and such report shall be final, binding and conclusive on the parties hereto. In
the event that the parties cannot agree on the identity of the accounting  firm,
the firm to be used shall be selected by lot from among the regional  accounting
firms  having  offices in the New York,  New York area,  other than those  firms
which have had a material  relationship with Seller or Purchaser or any of their
respective  affiliates.  If either party fails to  cooperate  in  selecting  the
accounting  firm,  the other party may apply to the New York, New York office of
the American  Arbitration  Association,  which shall have the power to designate
the Independent  Accounting Firm. The fees and  disbursements of the Independent
Accounting Firm shall initially be paid by the Seller, provided, however, in the
event  that  the  Independent  Accounting  Firm  determines  that  the  Seller's
objection to the statement of operations are valid, then the Purchaser shall pay
the fee payable to the Independent Accounting Firm.


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<PAGE>

            (b) If the Adjusted EBITDA of the Company for any of the Measurement
Periods  is less  than  the  Target  EBITDA  (the  "Shortfall"),  then  the next
installment  payment of principal  due pursuant to the Note with respect to that
Measurement  Period shall be reduced by the amount of the  Shortfall;  provided,
however,  that if the Adjusted  EBITDA of the Company for any of the Measurement
Periods is greater than the Target EBITDA (the  "Additional  EBITDA"),  then the
principal  amount payable pursuant to the relevant  installment  period shall be
increased by an amount equal to the lesser of (i) any prior  Shortfall,  or (ii)
the amount of Additional  EBITDA. Any Additional EBITDA that is not used to make
up for past Shortfalls may be carried forward to future Measurement Periods.

            (c)  Notwithstanding  the  foregoing,  in no event  shall  the Notes
exceed their initial aggregate value.

            (d)  Solely in  connection  with the  preparation  and review of the
Statements of Operations:

                  (i) the  Purchaser  shall give the Seller and his  accountants
reasonable  access to the books and  records  of the  Company,  and shall  cause
employees  of the  Company  to  cooperate  with  him and  provide  him  with all
information reasonably requested, all after receiving reasonable notice from him
of his requirements and reaching  agreement as to mutually  convenient times for
review; and

                  (ii) the Seller and the Purchaser,  to the extent within their
respective control, shall give to each other and their agents access to the work
papers and other materials and documents used or produced in connection with the
preparation and review of the Statements of Operations.

            (e) Notwithstanding anything to the contrary contained herein, there
shall be no reduction in the amount of a payment  under the Note if such payment
is made  after  the date on which  (i) the  Seller's  employment  is  terminated
without  Cause (as  defined in the  Employment  Agreement,  dated as of the date
hereof, among the Seller, Pentec and PCM (the "Employment Agreement"));  or (ii)
after the Purchaser  experiences a Change in Control (as defined below),  Pentec
or PCM is required to include any proprietary  products in its product offerings
to customers.

            (f)  Notwithstanding  anything to the contrary  contained herein, in
the event the Purchaser  experiences a Change in Control (as defined below), the
Purchaser shall within 30 days cause a Statement of Operations to be prepared in
accordance  with  Section 2.3 with  respect to the  portion of the  then-current
Measurement  Period  that  elapsed  prior to the  Change in  Control  (the "Stub
Period").  If the  Adjusted  EBITDA for such Stub  Period is equal to or greater
than the Target EBITDA for such Stub Period  (pro-rated by multiplying  $350,000
by a fraction  (the  "Pro-Ration  Factor")  the  numerator of which shall be the
number of days that elapsed in the Stub  Period,  and the  denominator  of which


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<PAGE>

shall be 180),  then the Purchaser  shall  promptly pay to the Seller in cash an
amount equal to the next installment payment due under the Note. If the Adjusted
EBITDA for such Stub Period is less than the Target EBITDA for such Stub Period,
then the Adjusted EBITDA for the entire Measurement Period will be calculated in
accordance  with the  procedures  set forth in  Section  2.3(a).  Regardless  of
whether  the  Adjusted  EBITDA for such Stub  Period is greater or less than the
Target EBITDA for such Stub Period,  the  calculation of the Adjusted  EBITDA in
all  subsequent  Measurement  Periods  will  proceed in the manner  described in
Section  2.3(a).  A "Change  in  Control"  means any of the  following:  (i) any
"Person" or "group"  (as such terms are  defined in Sections  13(d) and 14(d) of
the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act")) is or
becomes the  "beneficial  owner" (as defined in Rules  13(d)-3 and 13(d)-5 under
the Exchange  Act),  directly or  indirectly,  of 50% or more on a fully diluted
basis of the then  outstanding  voting equity  interests of the Purchaser (other
than a  "Person"  or  "group"  that  beneficially  owns  50%  or  more  of  such
outstanding  voting  equity  interests on the date  hereof);  (ii) the Purchaser
sells,  leases,  transfers or otherwise  disposes of all or substantially all of
its assets; or (iii) the Purchaser merges or consolidates with or into any other
"Person",  or any  other  "Person"  merges  or  consolidates  with or  into  the
Purchaser,  in each case  unless the  holders of a majority  of the  outstanding
voting  equity  interests of the Purchaser  immediately  prior to such merger or
consolidation  continue  to hold a majority  of the  outstanding  voting  equity
interests of the resulting or surviving entity.

            (g) In the event that at any time prior to June 30, 2009,  Pentec or
PCM is merged or consolidated  with or into, or all or substantially  all of the
assets of Pentec or PCM are sold or  otherwise  transferred  to, or  Pentec's or
PCM's  operations  are  otherwise   integrated  with,  any  other   corporation,
partnership,  limited liability company or other business entity,  the Purchaser
covenants  and  agrees  that it shall use its best  efforts  to ensure  that the
accounting  and  financial  records  of the  businesses  of  Pentec  and  PCM be
separately  maintained  until June 30, 2009,  to enable the  calculation  of the
Adjusted  EBITDA to be unaffected by the financial  impacts of the  transactions
referred to in this Section 2.3(g) and in accordance  with the  requirements  of
this Agreement.

                                  ARTICLE III
                             CLOSING AND TERMINATION

            3.1 Closing Date.

            Subject to the  satisfaction of the conditions set forth in Sections
7.1 and 7.2 hereof (or the waiver  thereof by the party  entitled  to waive that
condition),  the closing of the sale and purchase of the Shares  provided for in
Section 1.1 hereof (the "Closing")  shall take place at the offices of Sichenzia
Ross Friedman Ference LLP located at 1065 Avenue of the Americas,  New York, New
York 10018 (or at such other place as the parties may  designate  in writing) on
such date as the Seller and the Purchaser may  designate.  The date on which the
Closing shall be held is referred to in this Agreement as the "Closing Date".

            3.2 Working Capital At Closing.

            The Seller shall cause the Company's  working  capital (i.e.,  cash,
marketable  securities,  accounts receivable and accounts payable) (the "Working
Capital")  as of the  Closing  to be a deficit of not more than  $283,000.  This
amount shall be  sufficient  for Purchaser to operate the business of Pentec and
PCM in the  ordinary  course of  business  for at least one (1) month  after the
Closing Date without  having to advance  funds,  either  directly or  indirectly
though a capital raising project, to either Pentec or PCM. In the event that the
amount of Working Capital is not sufficient to meet the requirement described in
this Section 3.2, the Seller will be required to lend funds to Pentec and/or PCM
in order to cover such deficiency in the Working Capital.


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<PAGE>

            3.2 Termination of Agreement.

                  This  Agreement  may be  terminated  prior to the  Closing  as
follows:

            (a) At the election of the Seller or the Purchaser on or after March
31,  2007,  if the Closing  shall not have  occurred by the close of business on
such date,  provided that the terminating  party is not in default of any of its
obligations hereunder;

            (b) by mutual written consent of the Seller and the Purchaser; or

            (c) by the  Seller or the  Purchaser  if there  shall be in effect a
final  nonappealable  order of a  governmental  body of  competent  jurisdiction
restraining,   enjoining  or  otherwise  prohibiting  the  consummation  of  the
transactions  contemplated hereby; it being agreed that the parties hereto shall
promptly appeal any adverse determination which is not nonappealable (and pursue
such appeal with reasonable diligence).

            3.3 Procedure Upon Termination.

                  In the event of termination  and  abandonment by the Purchaser
or the Seller, or both,  pursuant to Section 3.2 hereof,  written notice thereof
shall forthwith be given to the other party or parties, and this Agreement shall
terminate, and the purchase of the Shares hereunder shall be abandoned,  without
further  action by the Purchaser or the Seller.  If this Agreement is terminated
as provided  herein,  each party shall redeliver all documents,  work papers and
other  material of any other party  relating  to the  transactions  contemplated
hereby,  whether so obtained before or after the execution  hereof, to the party
furnishing the same.

            3.4 Effect of Termination.

                  In the event  that this  Agreement  is validly  terminated  as
provided herein,  then each of the parties shall be relieved of their duties and
obligations  arising under this Agreement after the date of such termination and
such termination shall be without liability to the Purchaser,  the Company,  the
Seller or the Company;  provided,  however,  that the obligations of the parties
set forth in Section 10.4 hereof shall survive any such termination and shall be
enforceable hereunder;  provided, further, however, that nothing in this Section
3.4 shall  relieve the  Purchaser or the Seller of any liability for a breach of
this Agreement.


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<PAGE>

                                   ARTICLE IV
          REPRESENTATIONS AND WARRANTIES OF THE SELLER. PENTEC AND PCM

                  The  Seller,  Pentec  and PCM  hereby  jointly  and  severally
represent and warrant to the Purchaser that:

            4.1.  Organization  and Good  Standing.  Each of Pentec and PCM is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation.  Neither Pentec nor PCM is required to
be qualified to transact business in any other jurisdiction where the failure to
do so would reasonably be expected to result in (i) a material adverse effect on
the legality,  validity or  enforceability  of this  Agreement,  (ii) a material
adverse  effect on the results of  operations,  assets,  business  or  financial
condition of Pentec or PCM, taken as a whole, or (iii) a material adverse effect
on  Pentec's  or PCM's  ability to perform in any  material  respect on a timely
basis its  obligations  under  this  Agreement  (any of (i),  (ii) or  (iii),  a
"Material Adverse Effect").

            4.2. Authority.

                  (a)  Pentec  and  PCM  each  has  full  power  and   authority
(corporate  and  otherwise)  to carry on its  business  and has all  permits and
licenses that are necessary to the conduct of its business or to the  ownership,
lease or operation of its properties and assets.

                  (b) The execution of this Agreement and the delivery hereof to
the  Purchaser and the sale  contemplated  herein have been, or will be prior to
Closing,  duly  authorized  by the Board of Directors of PCM and Pentec,  having
full power and authority to authorize such actions.

                  (c) Subject to any consents  required under Section 4.7 below,
the Seller  Pentec and PCM have the full legal  right,  power and  authority  to
execute,  deliver and carry out the terms and provisions of this Agreement;  and
this Agreement has been duly and validly executed and delivered on behalf of the
Seller,  Pentec and PCM and  constitutes  a valid and binding  obligation of the
Seller,  Pentec and PCM,  enforceable in accordance  with its terms,  subject to
applicable bankruptcy, insolvency,  reorganization,  moratorium or other laws of
general  application  affecting  enforcement of creditors' rights and subject to
general  principles  of equity  that  restrict  the  availability  of  equitable
remedies.

                  (d) Except as set forth in Schedule 4.2, neither the execution
and delivery of this  Agreement,  the  consummation of the  transactions  herein
contemplated,  nor  compliance  with the terms of this  Agreement  will violate,
conflict with, result in a breach of, or constitute a default under any statute,
regulation,   indenture,   mortgage,  loan  agreement,  or  other  agreement  or
instrument  to which the Seller,  Pentec or PCM is a party or by which it or any
of them is bound, any charter,  regulation, or bylaw provision of Pentec or PCM,
or any  decree,  order,  or rule  of any  court  or  governmental  authority  or
arbitrator that is binding on the Seller, Pentec or PCM in any way.


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<PAGE>

            4.3. Shares.

                  (a) The  authorized  capital stock of Pentec  consist of 5,000
shares of common stock,  par value $10 per share,  of which 790 shares have been
issued to Seller and  constitute  the only shares of capital stock  outstanding.
All of the Pentec Shares are duly  authorized,  validly  issued,  fully paid and
non-assessable.

                  (b) The  authorized  capital  stock  of PCM  consist  of 5,000
shares of common  stock,  no par value per share,  of which 100 shares have been
issued to Seller and  constitute  the only shares of capital stock  outstanding.
All of the PCM  Shares  are duly  authorized,  validly  issued,  fully  paid and
non-assessable.

                  (c) The Seller is the lawful  record and  beneficial  owner of
all the Shares,  free and clear of any liens,  pledges,  encumbrances,  charges,
claims or  restrictions  of any kind,  except as set forth in Schedule  4.3, and
have, or will have on the Closing Date, the absolute,  unilateral right,  power,
authority  and  capacity to enter into and perform  this  Agreement  without any
other or  further  authorization,  action or  proceeding,  except  as  specified
herein.

                  (d)  There are no  authorized  or  outstanding  subscriptions,
options,   warrants,  calls,  contracts,   demands,   commitments,   convertible
securities  or other  agreements  or  arrangements  of any  character  or nature
whatever under which Pentec or PCM is or may become  obligated to issue,  assign
or transfer any shares of capital  stock of Pentec or PCM.  Upon the delivery to
Purchaser  on the  Closing  Date of the  certificates  representing  the Shares,
Purchaser will have good, legal, valid, marketable and indefeasible title to all
the then issued and outstanding  shares of capital stock of Pentec and PCM, free
and clear of any liens, pledges,  encumbrances,  charges,  agreements,  options,
claims or other arrangements or restrictions of any kind.

            4.4.  Basic  Corporate  Records.  The  copies  of  the  Articles  of
Incorporation  of Pentec and PCM  (certified  by the Secretary of State or other
authorized  official of the  jurisdiction of  incorporation),  and the Bylaws of
Pentec and PCM, as the case may be (certified  as of the date of this  Agreement
as true,  correct and complete by the  Pentec's or PCM's  secretary or assistant
secretary), all of which have been delivered to the Purchaser, are true, correct
and complete as of the date of this Agreement.

            4.5.  Minute Books.  The minute books of Pentec and PCM,  which have
been exhibited to the Purchaser,  contain true, correct and complete minutes and
records of all  meetings,  proceedings  and other  actions of the  shareholders,
Board of Directors and  committees of such Board of Directors of Pentec and PCM,
if any,  and, on the Closing  Date,  will  contain  true,  correct and  complete
minutes  and  records  of any  meetings,  proceedings  and other  actions of the
shareholders,  Board of Directors  and  committees of such Board of Directors of
Pentec and PCM.

            4.6.  Subsidiaries  and  Affiliates.  Neither  Pentec  nor PCM  owns
beneficially or of record any securities of or other ownership  interests in any
business, entity, enterprise or organization.


                                       7
<PAGE>

            4.7.  Consents.  Except as set forth in Schedule 4.7, no consents or
approvals of any public body or authority  and no consents or waivers from other
parties to leases,  licenses,  franchises,  permits,  indentures,  agreements or
other  instruments  are  (i)  required  for  the  lawful   consummation  of  the
transactions  contemplated  hereby, or (ii) necessary in order that the Business
can be  conducted  by the  Purchaser  in the same  manner  after the  Closing as
heretofore  conducted  by  Pentec  and PCM,  nor will  the  consummation  of the
transactions contemplated hereby result in creating,  accelerating or increasing
any liability of Pentec or PCM.

            4.8. Financial Statements. Seller will deliver to Purchaser no later
than  thirty  (30)  days  after to  Closing  copies of the  following  financial
statements (which include all schedules attached thereto),  all of which, except
as set forth in  Schedule  4.8,  (i) will be true,  complete  and correct in all
material respects,  (ii) will have been prepared on a compilation basis from the
books  and  records  of Pentec  and PCM in  accordance  with  GAAP  consistently
applied, and (iii) will fairly present, in all material respects,  the financial
condition, assets, liabilities and results of operations of Pentec and PCM as of
the date thereof and for the period covered thereby:

            the  unaudited  balance  sheet of Pentec and PCM as at December  31,
            2006,   and  the  related   unaudited   statements  of   operations,
            stockholder's  equity  and of cash  flows of Pentec  and PCM for the
            year then ended (such  statements,  including the related  schedules
            thereto, are referred to herein as the "Financial Statements").

            In such Financial Statements, the statements of operations shall not
contain  any items of special  or  nonrecurring  income or any other  income not
earned in the ordinary course of business,  except as set forth in Schedule 4.8.
There  will not be any facts  known to the  Seller,  Pentec  or PCM that,  under
generally accepted accounting principles  consistently applied,  would alter the
information that would be contained in the foregoing Financial Statements in any
material way, except as set forth in Schedule 4.8.

            For the purposes  hereof,  the balance sheet of Pentec and PCM as of
December 31, 2006 is referred to as the "Balance Sheet" and December 31, 2006 is
referred to as the "Balance Sheet Date".

            4.9. Records and Books of Account.  The records and books of account
of Pentec and PCM  reflect  all  material  items of income and  expense  and all
material  assets,  liabilities  and accruals,  and have been, and to the Closing
Date will be, regularly kept and maintained in conformity with GAAP applied on a
consistent basis.

            4.10.  Absence  of  Undisclosed  Liabilities.  Except  as and to the
extent reflected or reserved against in the Financial Statements or disclosed in
Schedule  4.10,  there are no liabilities or obligations of Pentec or PCM of any
kind whatsoever,  whether accrued,  fixed, absolute,  contingent,  determined or
determinable,  and  including  without  limitation  (i)  liabilities  to former,


                                       8
<PAGE>

retired or active  employees of either  Pentec or PCM under any pension,  health
and welfare benefit plan, vacation plan or other plan of Pentec or PCM, (ii) tax
liabilities incurred in respect of or measured by income for any period prior to
the close of business on the Balance Sheet Date, or arising out of  transactions
entered  into,  or any state of facts  existing,  on or prior to said date,  and
(iii)  contingent  liabilities  in  the  nature  of an  endorsement,  guarantee,
indemnity  or warranty,  and there is no  condition,  situation or  circumstance
existing or which has existed that would reasonably be expected to result in any
material  liability  of Pentec or PCM,  other than  liabilities  and  contingent
liabilities  incurred in the ordinary course of business since the Balance Sheet
Date consistent with Pentec's or PCM's recent customary business practice,  none
of which would reasonably be expected to have a Material Adverse Effect.

            4.11 Taxes.

                  (a) For purposes of this  Agreement,  "Tax" or "Taxes"  refers
to: (i) any and all federal,  state,  local and foreign taxes,  assessments  and
other  governmental  charges,  duties,  impositions and liabilities  relating to
taxes,  including  taxes  based  upon or  measured  by gross  receipts,  income,
profits,  sales,  use and  occupation,  and value added,  ad valorem,  transfer,
franchise,  withholding,  payroll,  recapture,  employment,  excise and property
taxes and  escheatment  payments,  together  with all  interest,  penalties  and
additions  imposed with respect to such  amounts and any  obligations  under any
agreements  or  arrangements  with any other person with respect to such amounts
and  including  any  liability  for  taxes  of a  predecessor  entity;  (ii) any
liability for the payment of any amounts of the type  described in clause (i) as
a result  of being or  ceasing  to be a member of an  affiliated,  consolidated,
combined or unitary group for any period  (including,  without  limitation,  any
liability  under Treas.  Reg.  Section  1.1502-6 or any comparable  provision of
foreign,  state or local law);  and (iii) any  liability  for the payment of any
amounts of the type  described  in clause (i) or (ii) as a result of any express
or  implied  obligation  to  indemnify  any  other  person or as a result of any
obligations  under any  agreements  or  arrangements  with any other person with
respect to such amounts and  including  any liability for taxes of a predecessor
entity.

                  (b) (i) Both  Pentec and PCM have  timely  filed all  federal,
state, local and foreign returns, estimates,  information statements and reports
("Returns")  relating  to Taxes  required to be filed by Pentec and PCM with any
Tax authority.  All such Returns are true,  correct and complete in all material
respects.  Both  Pentec  and PCM  have  paid all  Taxes  shown to be due on such
Returns.  Except as listed on Schedule  4.11 hereto,  neither  Pentec nor PCM is
currently  the  beneficiary  of any  extensions of time within which to file any
Returns.  The Seller,  Pentec and PCM have  furnished and made  available to the
Purchaser  complete and accurate  copies of all income and other Tax Returns and
any amendments thereto filed by Pentec and PCM in the last three (3) years.

                        (ii) Both Pentec and PCM, as of the Closing  Date,  will
have withheld and accrued or paid to the proper  authority all Taxes required to
have been withheld and accrued or paid.

                        (iii) Neither Pentec nor PCM has been  delinquent in the
payment  of any Tax nor is there  any Tax  deficiency  outstanding  or  assessed
against Pentec or PCM.  Neither Pentec nor PCM has executed any unexpired waiver
of any statute of  limitations  on or extending the period for the assessment or
collection of any Tax.


                                       9
<PAGE>

                        (iv) There is no dispute,  claim, or proposed adjustment
concerning  any Tax  liability  of Pentec or PCM either (A) claimed or raised by
any Tax authority in writing or (B) based upon  personal  contact with any agent
of such Tax  authority,  and there is no claim for  assessment,  deficiency,  or
collection of Taxes, or proposed  assessment,  deficiency or collection from the
Internal Revenue Service or any other  governmental  authority against Pentec or
PCM which has not been  satisfied.  Neither Pentec nor PCM is a party to nor has
either  Pentec or PCM been  notified  in writing  that it is the  subject of any
pending, proposed, or threatened action, investigation, proceeding, audit, claim
or  assessment  by  or  before  the  Internal   Revenue  Service  or  any  other
governmental  authority,  nor does Pentec or PCM have any reason to believe that
any such notice will be received  in the future.  Neither the  Internal  Revenue
Service nor any state or local  taxation  authority  has ever audited any income
tax return of Pentec or PCM.  Neither  Pentec nor PCM has filed any requests for
rulings with the Internal Revenue Service. No power of attorney has been granted
by Pentec or PCM or its Affiliates  with respect to any matter relating to Taxes
of either Pentec or PCM. There are no Tax liens of any kind upon any property or
assets of Pentec or PCM,  except  for  inchoate  liens for Taxes not yet due and
payable.

                        (v)  Neither  Pentec nor PCM has any  liability  for any
unpaid Taxes which has not been paid or accrued for or reserved on the Financial
Statements in accordance with GAAP,  whether asserted or unasserted,  contingent
or otherwise.

                        (vi)   There  is  no   contract,   agreement,   plan  or
arrangement to which Pentec or PCM is a party as of the date of this  Agreement,
including  but not limited to the  provisions  of this  Agreement,  covering any
employee  or former  employee  of either  Pentec  or PCM that,  individually  or
collectively,  would  reasonably  be expected to give rise to the payment of any
amount that would not be deductible  pursuant to Sections 280G, 404 or 162(m) of
the  Internal  Revenue  Code of  1986,  as  amended  (the  "Code").  There is no
contract,  agreement,  plan or  arrangement  to which either  Pentec or PCM is a
party or by which it is bound to compensate any individual for excise taxes paid
pursuant to Section 4999 of the Code.

                        (vii)  Neither  Pentec  nor PCM has  filed  any  consent
agreement  under Section 341(f) of the Code or agreed to have Section  341(f)(2)
of the Code apply to any  disposition  of a subsection  (f) asset (as defined in
Section 341(f)(4) of the Code) owned by Pentec or PCM.

                        (viii) Neither Pentec nor PCM is a party to, nor does it
have any  obligation  under,  any  tax-sharing,  tax indemnity or tax allocation
agreement or arrangement.

                        (ix) None of either  Pentec's  or PCM's  assets  are tax
exempt use property within the meaning of Section 168(h) of the Code.

            4.12.  Accounts  Receivable.  The accounts receivable of both Pentec
and PCM shown on the Balance Sheet Date,  and those to be shown in the Financial
Statements,  are, and will be, actual bona fide receivables from transactions in
the ordinary course of business  representing  valid and binding  obligations of
others for the total dollar  amount shown  thereon,  and as of the Balance Sheet
Date were not (and presently are not) subject to any recoupments,  set-offs,  or
counterclaims.  All such  accounts  receivable  are and will be  collectible  in
amounts  not less than the  amounts  (net of  reserves)  carried on the books of
Pentec  and  PCM,  including  the  Financial  Statements,  and to  the  Seller's
knowledge,  will be paid in  accordance  with their  terms.  Except as listed on
Schedule 4.12 hereto,  all such accounts  receivable are and will be actual bona
fide  receivables from  transactions in the ordinary course of business.  Seller
expressly  acknowledges  that all account  receivables,  as of the Closing Date,
whether  incurred  prior or subsequent to the Closing Date,  will be property of
Pentec  and PCM,  which is in turn  property  of the  Purchaser  and the  Seller
further  acknowledges  that he will  have no  claim to the  account  receivables
existing as of or after the Closing Date. If expressly  required to do so by the
Purchaser,  Pentec and PCM will  continue  to invoice and collect on the account
receivables in accordance with their standard collection procedures.


                                       10
<PAGE>

            4.13. Intentionally Left Blank.

            4.14.  Machinery and Equipment.  Except for items disposed of in the
ordinary  course of business,  all  computers and related  software,  machinery,
tools, furniture,  fixtures, equipment, vehicles, leasehold improvements and all
other tangible personal property  (hereinafter "Fixed Assets") of Pentec and PCM
currently being used in the conduct of its business,  or included in determining
the net book value of Pentec or PCM on the Balance Sheet Date, together with any
machinery or equipment that is leased or operated by Pentec or PCM, are in fully
serviceable working condition and repair,  ordinary wear and tear excepted. Said
Fixed Assets shall be maintained in such  condition from the date hereof through
the Closing Date. Except as described on Schedule 4.14 hereto,  all Fixed Assets
owned,  used or held by Pentec and PCM are situated at its business premises and
are  currently  used in its business.  Schedule 4.14  describes all Fixed Assets
owned by or an  interest  in which is  claimed  by any other  person  (whether a
customer,  supplier  or other  person) for which  Pentec and PCM is  responsible
(copies  of  all  agreements  relating  thereto  having  been  delivered  to the
Purchaser),  and all such property is in Pentec's or PCM's actual possession and
is in such  condition  that upon the  return  of such  property  in its  present
condition  to its owner,  Pentec or PCM will not be liable in any amount to such
owner. There are no outstanding requirements or recommendations by any insurance
company that has issued a policy  covering  either (i) such Fixed Assets or (ii)
any  liabilities  of either Pentec or PCM relating to operation of the Business,
or by any board of fire underwriters or other body exercising similar functions,
requiring or recommending  any repairs or work to be done on any Fixed Assets or
any changes in the  operations of the Business,  any equipment or machinery used
therein, or any procedures relating to such operations,  equipment or machinery.
All Fixed Assets of Pentec and PCM are set forth on Schedule 4.14 hereto.

            4.15.  Real Property  Matters.  Neither Pentec nor PCM owns any real
property as of the date  hereof and neither of them has owned any real  property
during the three years preceding the date hereof.

            4.16. Leases. All leases of real and personal property of Pentec and
PCM are described in Schedule  4.16, are in full force and effect and constitute
legal,  valid  and  binding   obligations  of  the  respective  parties  thereto
enforceable  in accordance  with their terms,  except as limited by  bankruptcy,
insolvency, reorganization,  moratorium or similar laws relating to or affecting
generally the  enforcement of creditor's  rights,  and have not been assigned or
encumbered.  Pentec  and  PCM  have  performed  in  all  material  respects  the
obligations  required to be  performed by them under all such leases to date and
they are not in default in any material respect under any of said leases, except
as set forth in Schedule  4.16,  nor have they made any  leasehold  improvements
required to be removed at the  termination  of any lease,  except signs.  To the
Seller's  knowledge,  no other  party to any such lease is in  material  default
thereunder.  Except as noted on Schedule 4.16, none of the leases listed thereon
require  the  consent of a third party in  connection  with the  transfer of the
Shares.


                                       11
<PAGE>

            4.17. Patents, Software,  Trademarks,  Etc. Both Pentec and PCM own,
or possess  adequate  licenses or other rights to use,  all  patents,  software,
trademarks, service marks, trade names and copyrights and trade secrets, if any,
necessary  to conduct  their  business  as now  operated by them.  The  patents,
software,  trademarks, service marks, copyrights, trade names and trade secrets,
if any,  registered in the name of or owned or used by or licensed to Pentec and
PCM and  applications  for  any  thereof  (hereinafter  the  "Intangibles")  are
described  or  referenced   in  Schedule   4.17.   Seller  hereby   specifically
acknowledges  that all  right,  title and  interest  in and to all  patents  and
software listed on Schedule 4.17 as patents owned by Pentec and PCM are owned by
Pentec and PCM and that the  ownership  of such  patents  and  software  will be
transferred  as part of Pentec and PCM to Purchaser  as part of the  transaction
contemplated  hereby.  No officer,  director,  shareholder or employee of either
Pentec or PCM or any  relative  or spouse of any such person owns any patents or
patent applications or any inventions,  software,  secret formulae or processes,
trade secrets or other similar rights, nor is any of them a party to any license
agreement,  used by or useful to either Pentec or PCM or related to the Business
except as listed in Schedule 4.17. All of said Intangibles are valid and in good
standing,  are  free  and  clear  of all  liens,  security  interests,  charges,
restrictions and encumbrances of any kind whatsoever, and have not been licensed
to any third party except as described in Schedule 4.17.  Neither Pentec nor PCM
has been charged with,  nor to the Seller's  knowledge has it infringed or is it
threatened to be charged with infringement of, any patent, proprietary rights or
trade secrets of others in the conduct of its business, and, to the date hereof,
neither the Seller,  Pentec nor PCM have received any notice of conflict with or
violation  of the asserted  rights in  intangibles  or trade  secrets of others.
Pentec  and PCM are not now  manufacturing  any goods  under a  present  permit,
franchise  or  license,   except  as  set  forth  in  said  Schedule  4.17.  The
consummation of the  transactions  contemplated  hereby will not alter or impair
any  rights  of  either  Pentec  or PCM in any such  Intangibles  or in any such
permit,  franchise  or  license,  except as  described  in  Schedule  4.17.  The
Intangibles  and  Pentec  and  PCM's  tooling,   manufacturing  and  engineering
drawings,  process  sheets,  specifications,  bills of  material  and other like
information and data are in such form and of such quality and will be maintained
in such a  manner  that  Pentec  and PCM can,  following  the  Closing,  design,
produce,  manufacture,  assemble  and sell the products and provide the services
heretofore  provided by it so that such  products and services  meet  applicable
specifications  and conform with the standards of quality and cost of production
standards heretofore met by it. Pentec and PCM have the sole and exclusive right
to use their corporate and trade names in the jurisdictions  where they transact
business.

            4.18. Insurance Policies. There is set forth in Schedule 4.18 a list
and brief  description  of all  insurance  policies  on the date  hereof held by
Pentec or PCM or on which it pays premiums,  including, without limitation, life
insurance and title insurance policies,  which description includes the premiums
payable by it thereunder. Schedule 4.18 also sets forth, in the case of any life
insurance  policy  held by Pentec and PCM,  the name of the  insured  under such
policy,  the cash  surrender  value thereof and any loans  thereunder.  All such
insurance  premiums in respect of such  coverage  have been,  and to the Closing
Date will be,  paid in full,  or if not due,  properly  accrued  on the  Balance
Sheet. All claims, if any, made against Pentec and PCM which are covered by such
policies have been, or are being, settled or defended by the insurance companies
that have issued such policies.  Up to the Closing Date, such insurance coverage
will be maintained in full force and effect and will not be cancelled,  modified
or changed without the express  written consent of the Purchaser,  except to the
extent the maturity  dates of any such  insurance  policies  expire prior to the
Closing Date. No such policy has been, or to the Closing Date will be, cancelled
by the issuer  thereof,  and, to the  knowledge  of the Seller,  Pentec and PCM,
between the date hereof and the Closing Date,  there shall be no increase in the
premiums  with  respect  to any such  insurance  policy  caused by any action or
omission of the Seller, Pentec or PCM.


                                       12
<PAGE>

            4.19.  Banking and Personnel Lists. The Seller,  Pentec and PCM will
deliver to the Purchaser prior to the Closing Date the following  accurate lists
and summary descriptions relating to Pentec and PCM:

                        (i) The name of each bank in which Pentec and PCM has an
account or safe  deposit  box and the names of all  persons  authorized  to draw
thereon or have access thereto.

                        (ii) The names,  current  annual  salary rates and total
compensation for the preceding  fiscal year of all of the present  directors and
officers of Pentec and PCM, and any other  employees  whose current base accrual
salary or annualized hourly rate equivalent is $20,000 or more,  together with a
summary of the bonuses, percentage compensation and other like benefits, if any,
paid or  payable  to such  persons  for the last  full  fiscal  year  completed,
together with a schedule of changes since that date, if any.

                        (iii) A schedule  of workers'  compensation  payments of
Pentec and PCM over the past five full fiscal years and the fiscal year to date,
a  schedule  of claims by  employees  of Pentec  and PCM  against  the  workers'
compensation  fund  for any  reason  over  such  period,  identification  of all
compensation  and  medical  benefits  paid to date on each  such  claim  and the
estimated  amount of compensation  and medical benefits to be paid in the future
on each such claim.

                        (iv) The name of all  pensioned  employees of Pentec and
PCM whose  pensions  are  unfunded  and are not paid or payable  pursuant to any
formalized pension arrangements, their agent and annual unfunded pension rates.

                        (v)  The  name,  address,  telephone  number,  facsimile
number,  email address, the name of the principal contact and all other relevant
contact information of all clients and customers of Pentec and PCM.


                                       13
<PAGE>

            4.20. Lists of Contracts,  Etc. There is included in Schedule 4.20 a
list of the following  items  (whether  written or oral)  relating to Pentec and
PCM, which list identifies and fairly summarizes each item:

                        (i) All  collective  bargaining  and other  labor  union
agreements  (if any);  all  employment  agreements  with any officer,  director,
employee or consultant;  and all employee  pension,  health and welfare  benefit
plans,   group   insurance,   bonus,   profit  sharing,   severance,   vacation,
hospitalization,  and retirement plans,  post-retirement  medical benefit plans,
and any other plans,  arrangements or custom  requiring  payments or benefits to
current or retiring employees.

                        (ii) All joint  venture  contracts  of Pentec and PCM or
affiliates relating to the Business;

                        (iii) All  contracts  of Pentec and PCM  relating to (a)
obligations for borrowed money, (b) obligations evidenced by bonds,  debentures,
notes or other similar instruments, (c) obligations to pay the deferred purchase
price of property or services,  except  trade  accounts  payable  arising in the
ordinary course of business,  (d) obligations under capital leases,  (e) debt of
others  secured by a lien on any asset of the  Company,  and (f) debts of others
guaranteed by Pentec and PCM.

                        (iv) All  agreements  of Pentec and PCM  relating to the
supply  of raw  materials  for  and  the  distribution  of the  products  of the
Business,  including  without  limitation all sales  agreements,  manufacturer's
representative  agreements and distribution agreements of whatever magnitude and
nature, and any commitments therefor;

                        (v)  All  contracts   that   individually   provide  for
aggregate  future  payments to or from any of Pentec and PCM of $10,000 or more,
to the extent not included in (i) through (iv) above;

                        (vi) All  contracts  of Pentec  and PCM that have a term
exceeding one year and that may not be cancelled without any liability,  penalty
or premium, to the extent not included in (i) through (v) above;

                        (vii) A  complete  list  of all  outstanding  powers  of
attorney granted by Pentec or PCM; and

                        (viii) All other contracts of Pentec and PCM material to
the business, assets, liabilities, financial condition, results of operations or
prospects of the Business taken as a whole to the extent not included above.

            Except as set forth in Schedule 4.20, (i) all contracts,  agreements
and commitments of Pentec and PCM set forth in Schedule 4.20 are valid,  binding
and in full  force and  effect,  and (ii)  neither  Pentec  nor PCM nor,  to the
Seller's  knowledge,  any  other  party  to any  such  contract,  agreement,  or
commitment  has  materially  breached  any  provision  thereof  or is in default


                                       14
<PAGE>

thereunder.  Except as set forth in Schedule 4.20, the sale of the Shares by the
Seller in accordance  with this Agreement will not result in the  termination of
any  contract,  agreement or  commitment of Pentec and PCM set forth in Schedule
4.20,  and  immediately  after the  Closing,  each such  contract,  agreement or
commitment  will  continue in full force and effect  without the  imposition  or
acceleration of any burdensome  condition or other  obligation on Pentec and PCM
resulting from the sale of the Shares by the Seller. True and complete copies of
the contracts, leases, licenses and other documents referred to in this Schedule
4.20 have been delivered to the Purchaser.

            There are no pending  disputes  with  customers or vendors of Pentec
and PCM regarding  quality or return of goods involving  amounts in dispute with
any one customer or vendor,  whether for related or unrelated  claims, in excess
of $10,000  except as described on Schedule  4.20  hereto.  To the  knowledge of
Seller, Pentec and PCM, there has not been any event, happening,  threat or fact
that would  lead them to  believe  that any of said  customers  or vendors  will
terminate or materially  alter their business  relationship  with Pentec and PCM
after completion of the transactions contemplated by this Agreement.

            4.21.  Compliance  With the Law.  Pentec and PCM are not in material
violation of any applicable federal,  state, local or foreign law, regulation or
order or any other,  decree or  requirement of any  governmental,  regulatory or
administrative  agency or authority or court or other tribunal  (including,  but
not limited to, any law, regulation order or requirement relating to securities,
properties, business, products,  manufacturing processes,  advertising, sales or
employment practices,  terms and conditions of employment,  occupational safety,
health  and  welfare,  conditions  of  occupied  premises,  product  safety  and
liability, civil rights, or environmental protection, including, but not limited
to,  those  related to waste  management,  air  pollution  control,  waste water
treatment or noise  abatement).  Except as set forth in Schedule  4.21,  neither
Pentec  nor PCM has been and  neither  of them is now  charged  with,  or to the
knowledge of the Seller or the Company under  investigation with respect to, any
violation of any applicable law,  regulation,  order or requirement  relating to
any of the foregoing,  nor, to the knowledge of Seller, Pentec or PCM, are there
any  circumstances  that would  reasonably  be expected to give rise to any such
violation.  Pentec and PCM have filed all reports  required to be filed with any
governmental, regulatory or administrative agency or authority.

            4.22.  Litigation;  Pending Labor  Disputes.  Except as specifically
identified on Schedule 4.22:

                        (i) There are no legal,  administrative,  arbitration or
other proceedings or governmental investigations pending or, to the knowledge of
Seller,  Pentec or PCM, threatened,  against the Seller, Pentec or PCM, relating
to the Business or Pentec or PCM or its properties  (including leased property),
or the transactions contemplated by this Agreement, nor is there any basis known
to the Seller, Pentec or PCM for any such action.

                        (ii)  There are no  judgments,  decrees or orders of any
court,  or  any   governmental   department,   commission,   board,   agency  or
instrumentality  binding upon Seller,  Pentec or PCM relating to the Business or
Pentec and PCM the effect of which is to prohibit any  business  practice or the
acquisition  of any property or the conduct of any business by Pentec and PCM or
which  limit or control or  otherwise  adversely  affect its method or manner of
doing business.


                                       15
<PAGE>

                        (iii) No work  stoppage has  occurred and is  continuing
or, to the  knowledge  of Seller,  Pentec or PCM, is  threatened  affecting  the
Business,  and no representation  question involving recognition of a collective
bargaining agent exists in respect of any employees of Pentec and PCM.

                        (iv) There are no pending  labor  negotiations  or union
organization efforts relating to employees of Pentec or PCM.

                        (v) There are no charges of discrimination  (relating to
sex, age, race,  national  origin,  handicap or veteran  status) or unfair labor
practices pending or, to the knowledge of the Seller,  Pentec or PCM, threatened
before any governmental or regulatory  agency or authority or any court relating
to employees of Pentec and PCM.

            4.23.  Absence of Certain Changes or Events.  Neither Pentec nor PCM
has, since the Balance Sheet Date, except as described on Schedule 4.23:

                        (i)  Incurred  any  material   obligation  or  liability
(absolute,   accrued,   contingent  or  otherwise)  except  for  obligations  or
liabilities  incurred  in the  ordinary  course,  and  any  such  obligation  or
liability  incurred in the  ordinary  course  would not have a Material  Adverse
Effect, except for claims, if any, that are adequately covered by insurance;

                        (ii) Discharged or satisfied any lien or encumbrance, or
paid or satisfied any obligations or liability (absolute, accrued, contingent or
otherwise)  other than (a) liabilities  shown or reflected on the Balance Sheet,
and (b) liabilities incurred since the Balance Sheet Date in the ordinary course
of business that would not have a Material Adverse Effect;

                        (iii)  Increased or  established  any reserve or accrual
for taxes or other liability on its books or otherwise provided therefor, except
(a) as disclosed on the Balance  Sheet,  or (b) as may have been required  under
generally accepted accounting principles due to income earned or expense accrued
since the Balance Sheet Date and as disclosed to the Purchaser in writing;

                        (iv) Mortgaged, pledged or subjected to any lien, charge
or other encumbrance any of its assets, tangible or intangible;

                        (v) Sold or  transferred  any of its assets or cancelled
any debts or  claims or waived  any  rights,  except in the  ordinary  course of
business and which would not have a Material Adverse Effect;

                        (vi)  Disposed of or  permitted  to lapse any patents or
trademarks or any patent or trademark  applications material to the operation of
its business;


                                       16
<PAGE>

                        (vii) Incurred any significant  labor trouble or granted
any general or uniform  increase in salary or wages payable or to become payable
by it to any director,  officer,  employee or agent, or by means of any bonus or
pension plan,  contract or other  commitment  increased the  compensation of any
director,  officer,  employee or agent, other than regularly scheduled increases
that are consistent with past practices;

                        (viii)  Authorized  any  capital  expenditure  for  real
estate or  leasehold  improvements,  machinery,  equipment or molds in excess of
$10,000.00 in the aggregate;

                        (ix)  Except  for  this  Agreement,   entered  into  any
material transaction;

                        (x)  Issued  any  stocks,   bonds,  or  other  corporate
securities,  or  made  any  declaration  or  payment  of  any  dividend  or  any
distribution in respect of its capital stock; or

                        (xi) Experienced damage, destruction or loss (whether or
not covered by insurance)  that would  individually  or in the aggregate  have a
Material  Adverse  Effect or experienced  any other  material  adverse change or
changes  individually  or in the  aggregate  that would have a Material  Adverse
Effect.

            4.24. Employee Benefit Plans.

                  (a) Schedule  4.24 lists a  description  of the only  Employee
Programs (as defined  below) that have been  maintained (as such term is further
defined  below) by Pentec and PCM at any time during the five (5) years prior to
the date hereof.

                  (b) Except as would not be expected to have a Material Adverse
Effect,  there has not been any  failure  of any  party to comply  with any laws
applicable  with respect to any Employee  Program  that has been  maintained  by
Pentec  and  PCM.  With  respect  to any  Employee  Programs  now or  heretofore
maintained by Pentec and PCM, there has occurred no breach of any duty under the
Employee  Retirement  Income Security Act of 1974, as amended ("ERISA") or other
applicable  law  which  could  result,  directly  or  indirectly  in any  taxes,
penalties or other liability to the Purchaser,  Pentec, PCM or any affiliate (as
defined below) and that would not have a Material Adverse Effect. No litigation,
arbitration,  or governmental  administrative  proceeding (or  investigation) or
other proceeding (other than those relating to routine claims for benefits) that
would not have a Material  Adverse  Effect is pending  or, to the  knowledge  of
Pentec, PCM or Seller, threatened with respect to any such Employee Program.

                  (c)  Except as set forth in  Schedule  4.24  attached  hereto,
neither  Pentec,  PCM nor any affiliate has ever (i) provided health care or any
other  non-pension   benefits  to  any  employees  after  their  employment  was
terminated  (other than as required by Part 6 of Subtitle B of Title I of ERISA)
or  has  ever  promised  to  provide  such  post-termination  benefits  or  (ii)
maintained an Employee Program provided to such employees subject to Title IV of
ERISA, Section 401(a) or Section 412 of Code, including, without limitation, any
Multiemployer Plan.


                                       17
<PAGE>

                  (d) For purposes of this Section 4.24:

                        (i) "Employee  Program"  means (A) all employee  benefit
plans within the meaning of ERISA Section 3(3),  including,  but not limited to,
multiple  employer  welfare  arrangements  (within the meaning of ERISA  Section
3(40)),  plans to which  more than one  unaffiliated  employer  contributes  and
employee  benefit plans (such as foreign or excess  benefit plans) which are not
subject to ERISA;  and (B) all stock  option  plans,  bonus or  incentive  award
plans, severance pay policies or agreements,  deferred compensation  agreements,
supplemental income arrangements, vacation plans, and all other employee benefit
plans,  agreements,  and arrangements not described in (A) above. In the case of
an Employee  Program  funded through an  organization  described in Code Section
501(c)(9),  each reference to such Employee Program shall include a reference to
such organization;

                        (ii) An entity  "maintains" an Employee  Program if such
entity  sponsors,  contributes  to, or  provides  (or has  promised  to provide)
benefits  under such Employee  Program,  or has any  obligation (by agreement or
under  applicable law) to contribute to or provide  benefits under such Employee
Program,  or if such Employee Program  provides  benefits to or otherwise covers
employees of such entity (or their spouses, dependents, or beneficiaries);

                        (iii) An entity is an  "affiliate"  of Pentec or PCM for
purposes of this  Section  3.24 if it would have ever been  considered  a single
employer  with  Pentec or PCM under  ERISA  Section  4001(b) or part of the same
"controlled group" as Pentec or PCM for purposes of ERISA Section  302(d)(8)(C);
and

                        (iv)   "Multiemployer   Plan"   means  a   (pension   or
non-pension)  employee benefit plan to which more than one employer  contributes
and  which  is  maintained  pursuant  to  one  or  more  collective   bargaining
agreements.

            4.25.  Product  Warranties  and  Product  Liabilities.  The  product
warranties  and return  policies  of Pentec and PCM in effect on the date hereof
(if any) and the types of products to which they apply are described on Schedule
4.25  hereto.  Schedule  4.25  also  sets  forth all  product  liability  claims
involving  amounts in controversy in excess of $10,000 that are currently either
pending or, to the Seller's,  Pentec's or PCM's  knowledge,  threatened  against
Pentec or PCM.  Pentec  and PCM have not paid in the  aggregate,  or  allowed as
credits against purchases, or received claims for more than one percent (1%) per
year of gross sales, as determined in accordance with GAAP consistently applied,
during the past three years  pursuant to  obligations  under any warranty or any
product  liability  claim  with  respect  to goods  manufactured,  assembled  or
furnished  by Pentec or PCM.  To the  Seller's  knowledge,  the  future  cost of
performing all such  obligations  and paying all such product  liability  claims
with respect to goods manufactured,  assembled or furnished prior to the Closing
Date will not exceed the average  annual  cost  thereof for said past three year
period.


                                       18
<PAGE>

            4.26.  Assets.  The  assets of  Pentec  and PCM are  located  at the
locations  listed on Schedule  4.26  attached  hereto.  Except as  described  in
Schedule  4.26,  the  assets  of  Pentec  and PCM  are,  and  together  with the
additional  assets to be acquired or otherwise  received by Pentec and PCM prior
to the Closing, will at the Closing Date be, sufficient in all material respects
to carry on the  operations  of the Business as now conducted by Pentec and PCM.
Pentec and PCM are the only business organizations through which the Business is
conducted.  Except as set forth in Schedule  4.16 or Schedule  4.26,  all assets
owned and used by the Seller,  Pentec and PCM to conduct the  Business  are, and
will on the Closing Date be, owned by Pentec and PCM.

            4.27. Absence of Certain Commercial  Practices.  Except as described
on  Schedule  4.27,  neither  Pentec,  PCM nor the Seller  has made any  payment
(directly or by secret commissions,  discounts,  compensation or other payments)
or given any gifts to  another  business  concern,  to an agent or  employee  of
another business concern or of any governmental  entity (domestic or foreign) or
to a political party or candidate for political office (domestic or foreign), to
obtain  or  retain  business  for  Pentec  or PCM  or to  receive  favorable  or
preferential   treatment,   except   for  gifts  and   entertainment   given  to
representatives  of  customers or potential  customers of  sufficiently  limited
value and in a form (other than cash) that would not be  construed as a bribe or
payoff.

            4.28.  Licenses,  Permits,  Consents and  Approvals.  Pentec and PCM
have,  and at the  Closing  Date  will  have,  all  licenses,  permits  or other
authorizations  of  governmental,   regulatory  or  administrative  agencies  or
authorities (collectively,  "Licenses") required to conduct the Business and the
absence of any of which would have a Material  Adverse  Effect.  All Licenses of
Pentec and PCM are listed on Schedule  4.28 hereto.  At the Closing,  Pentec and
PCM will  have all such  Licenses  which  are  material  to the  conduct  of the
Business and the absence of any of which would have a Material  Adverse  Effect,
and will have  renewed all  Licenses  which would have  expired in the  interim.
Except as listed in Schedule 4.28, no registration, filing, application, notice,
transfer, consent, approval, order, qualification, waiver or other action of any
kind (collectively,  a "Filing") will be required as a result of the sale of the
Shares by Seller in accordance  with this Agreement (a) to avoid the loss of any
License or the violation, breach or termination of, or any default under, or the
creation of any lien on any asset of Pentec or PCM pursuant to the terms of, any
law, regulation,  order or other requirement or any contract binding upon Pentec
or PCM or to which any such  asset may be  subject,  or (b) to enable  Purchaser
(directly or through any  designee) to continue the  operation of Pentec and PCM
and the Business  substantially as conducted prior to the Closing Date. All such
Filings will be duly filed, given,  obtained or taken on or prior to the Closing
Date and will be in full force and effect on the Closing Date.

            4.29.  Environmental  Matters.  Except as set forth on Schedule 4.29
hereto:

            (a) To the Seller's knowledge,  the operations of Pentec and PCM are
in compliance with all applicable Laws  promulgated by any  governmental  entity
which  prohibit,  regulate or control any  hazardous  material or any  hazardous
material  activity  ("Environmental  Laws") and all permits  issued  pursuant to
Environmental Laws or otherwise except for where noncompliance or the absence of
such  permits  would  not,  individually  or in the  aggregate,  have a Material
Adverse Effect;

            (b) To the  Seller's  knowledge,  Pentec and PCM have  obtained  all
permits  required under all applicable  Environmental  Laws necessary to operate
the Business;


                                       19
<PAGE>

            (c) Pentec and PCM are not the  subject of any  outstanding  written
order  or  Contract  with  any  governmental   authority  or  person  respecting
Environmental Laws or any violation or potential violations thereof; and,

            (d)  Pentec  and PCM have not  received  any  written  communication
alleging  either  or  both  that  Pentec  or  PCM  may  be in  violation  of any
Environmental  Law, or any permit issued pursuant to  Environmental  Law, or may
have any liability under any Environmental Law.

            4.30 Broker.  Except as specified in Schedule 4.30,  neither Pentec,
PCM nor the Seller has retained any broker in  connection  with any  transaction
contemplated by this Agreement. Purchaser, Pentec and PCM shall not be obligated
to pay any fee or  commission  associated  with the  retention or  engagement by
Pentec,  PCM  or  Seller  of any  broker  in  connection  with  any  transaction
contemplated by this Agreement.

            4.31.  Related Party  Transactions.  Except as described in Schedule
4.31, all transactions  during the past five years between Pentec or PCM and any
current  or  former  shareholder  or any  entity  in which  Pentec or PCM or any
current or former shareholder had or has a direct or indirect interest have been
fair to Pentec and PCM as  determined by the Board of Directors of each company.
No portion of the sales or other on going business relationship of Pentec or PCM
is  exclusively  dependent  upon the  friendship  or the personal  relationships
(other than those customary within business generally) of the Seller,  except as
described in Schedule 4.31.  During the past five (5) years,  neither Pentec nor
PCM has  forgiven  or  cancelled,  without  receiving  full  consideration,  any
indebtedness owing to it by the Seller.

            4.32 Patriot Act.  Pentec,  PCM and the Seller  certify that neither
Pentec  nor PCM has  been  designated,  and is not  owned  or  controlled,  by a
"suspected  terrorist" as defined in Executive Order 13224.  Pentec, PCM and the
Seller hereby acknowledge that the Purchaser seeks to comply with all applicable
laws concerning money laundering and related activities. In furtherance of those
efforts,  Pentec,  PCM and the Seller hereby represent,  warrant and agree that:
(i) none of the cash or property that the Seller has contributed or paid or will
contribute  or will  contribute  and pay to Pentec  and PCM has been or shall be
derived from, or related to, any activity that is deemed  criminal  under United
States  law;  and (ii) the  business  of Pentec  and PCM has been  conducted  in
material  compliance  with the United States Bank Secrecy Act, the United States
International  Money  Laundering  Control  Act of  1986  and the  United  States
International  Money Laundering  Abatement and  Anti-Terrorist  Financing Act of
2001.  The  Seller  shall  promptly   notify  the  Purchaser  if  any  of  these
representations  ceases to be true and accurate regarding the Seller,  Pentec or
PCM.  The Seller  agrees to provide the  Purchaser  any  additional  information
regarding  Pentec  and/or PCM that the Purchaser  reasonably  requests to ensure
compliance  with all applicable  laws  concerning  money  laundering and similar
activities.

            4.33.   Disclosure.   All  statements  contained  in  any  contract,
schedule,  closing certificate,  opinion, or other closing document delivered by
or on behalf of the Seller,  Pentec or PCM pursuant hereto or in connection with
the  transactions  contemplated  hereby  shall  be  deemed  representations  and
warranties by the Seller, Pentec and PCM herein. No statement, representation or
warranty  by the Seller,  Pentec or PCM in this  Agreement  or in any  contract,
schedule,  closing certificate,  opinion, or other closing document furnished or
to be furnished  to the  Purchaser  pursuant  hereto or in  connection  with the
transactions  contemplated  hereby contains or will contain any untrue statement
of a material fact or omits or will omit to state a material fact required to be
stated  therein  or  necessary  to make the  statements  contained  therein  not
misleading  or  necessary  in order to provide a  prospective  purchaser  of the
business of Pentec and PCM with full and fair disclosure concerning Pentec, PCN,
the Business and Pentec's and PCM's affairs.


                                       20
<PAGE>

            4.34 Director and Officer Insurance.  Pentec and PCM have maintained
insurance  for their  officers and directors for the last five (5) years without
any lapse in coverage. As of the Closing Date, no claims have been filed against
any officer or director of either Pentec or PCM.

            4.35 Legends. The Seller understands that until such time as the NIM
Shares have been registered under the 1933 Act or otherwise may be sold pursuant
to Rule 144  without  any  restriction  as to the number of  securities  as of a
particular  date that can then be  immediately  sold,  the NIM Shares may bear a
restrictive  legend in  substantially  the following  form (and a  stop-transfer
order may be placed against transfer of the certificates):

            "The  securities  represented  by this  certificate  have  not  been
            registered  under  the  Securities  Act of  1933,  as  amended.  The
            securities  may not be sold,  transferred or assigned in the absence
            of an effective registration statement for the securities under said
            Act,  or an  opinion  of  counsel,  in  form,  substance  and  scope
            customary for opinions of counsel in comparable  transactions,  that
            registration  is not required under said Act or unless sold pursuant
            to Rule 144 under said Act."

                                   ARTICLE V
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

            5.1 Organization and Good Standing.

            The Purchaser is a corporation duly organized,  validly existing and
in good standing under the laws of the State of Florida.

            5.2 Authority.

            (a)  The   execution   and  delivery  of  this   Agreement  and  the
consummation of the transactions contemplated herein have been, or will prior to
Closing  be,  duly  and  validly  approved  and  acknowledged  by all  necessary
corporate action on the part of the Purchaser.


                                       21
<PAGE>

            (b) The execution of this  Agreement and the delivery  hereof to the
Seller and the  purchase  contemplated  herein  have  been,  or will be prior to
Closing, duly authorized by the Purchaser's Board of Directors having full power
and authority to authorize such actions.

            5.3 Conflicts; Consents of Third Parties.

            (a) The execution and delivery of this Agreement, the acquisition of
the NIM Shares by Purchaser  and the  consummation  of the  transactions  herein
contemplated,  and  the  compliance  with  the  provisions  and  terms  of  this
Agreement,  are not prohibited by the Articles of Incorporation or Bylaws of the
Purchaser  and will not violate,  conflict  with or result in a breach of any of
the terms or  provisions  of, or  constitute a default  under,  any court order,
indenture,  mortgage,  loan agreement, or other agreement or instrument to which
the Purchaser is a party or by which it is bound.

            (b) No consent, waiver, approval, order, permit or authorization of,
or declaration or filing with, or  notification  to, any person or  governmental
body is required on the part of the Purchaser in  connection  with the execution
and delivery of this  Agreement or the Purchaser  Documents or the compliance by
Purchaser with any of the provisions hereof or thereof.

            5.4 Litigation.

            There are no Legal Proceedings  pending or, to the best knowledge of
the Purchaser, threatened that are reasonably likely to prohibit or restrain the
ability  of the  Purchaser  to enter  into  this  Agreement  or  consummate  the
transactions contemplated hereby.

            5.5 Investment Intention.

            The Purchaser is acquiring  the NIM Shares for its own account,  for
investment  purposes only and not with a view to the  distribution (as such term
is used in  Section  2(11)  of the  Securities  Act of  1933,  as  amended  (the
"Securities  Act") thereof.  Purchaser  understands that the NIM Shares have not
been registered under the Securities Act and cannot be sold unless  subsequently
registered  under the Securities Act or an exemption from such  registration  is
available.

            5.6 Broker.

            The  Purchaser  has not retained any broker in  connection  with any
transaction contemplated by this Agreement. Seller shall not be obligated to pay
any fee or  commission  associated  with  the  retention  or  engagement  by the
Purchaser of any broker in connection with any transaction  contemplated by this
Agreement.

            5.7 Issuance of the NIM Shares.

            When  delivered  upon the  Closing,  the NIM  shares  will  duly and
validly issued, fully paid and nonassessable, free from all taxes, liens, claims
and  encumbrances  with respect to the issue thereof and shall not be subject to
preemptive  rights or other similar  rights of  shareholders  of the Company and
will not impose personal liability upon the holder thereof.


                                       22
<PAGE>

            5.8.  SEC  Documents.  Except as  disclosed  in  Schedule  5.8,  the
Purchaser has timely filed all reports,  schedules,  forms, statements and other
documents  required  to be filed by it with the SEC  pursuant  to the  reporting
requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act")
(all of the foregoing  filed prior to the date hereof and all exhibits  included
therein and financial statements and schedules thereto and documents (other than
exhibits to such documents) incorporated by reference therein, being hereinafter
referred to herein as the "SEC  Documents").  As of their respective  dates, the
SEC Documents  complied in all material  respects with the  requirements  of the
1934  Act and the  rules  and  regulations  of the  SEC  promulgated  thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC,  contained  any untrue  statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they were made,  not  misleading.  None of the  statements  made in any such SEC
Documents is, or has been,  required to be amended or updated  under  applicable
law (except for such  statements  as have been amended or updated in  subsequent
filings prior the date hereof).

                                   ARTICLE VI
                                    COVENANTS

            6.1 Access to Information.

            The Seller Pentec and PCM agree that, prior to the Closing Date, the
Purchaser shall be entitled, through its officers, employees and representatives
(including,  without  limitation,  its legal advisors and accountants),  to make
such  investigation of the properties,  businesses and operations of Pentec, PCM
and their Subsidiaries and such examination of the books,  records and financial
condition of Pentec, PCM and their Subsidiaries as it reasonably requests and to
make extracts and copies of such books and records.  Any such  investigation and
examination   shall  be  conducted  during  regular  business  hours  and  under
reasonable  circumstances,  and the  Seller  shall  cooperate,  and shall  cause
Pentec, PCM and their Subsidiaries to cooperate, fully therein. No investigation
by the Purchaser  prior to or after the date of this Agreement shall diminish or
obviate any of the representations,  warranties,  covenants or agreements of the
Seller  contained in this Agreement or the Seller  Documents.  In order that the
Purchaser may have full opportunity to make such physical, business,  accounting
and legal review,  examination or investigation as it may reasonably  request of
the  affairs of the  Company and its  Subsidiaries,  the Seller  shall cause the
officers,  employees,  consultants,  agents,  accountants,  attorneys  and other
representatives  of Pentec,  PCM and their  Subsidiaries to cooperate fully with
such representatives in connection with such review and examination.

            6.2 Conduct of the Business Pending the Closing.

            (a) Except as otherwise expressly  contemplated by this Agreement or
with the prior written consent of the Purchaser, the Seller shall use their best
efforts, and shall cause Pentec or PCM to:

                  (i)  Conduct  the  businesses  of  Pentec  or PCM  only in the
ordinary course consistent with past practice;


                                       23
<PAGE>

                  (ii) Use its best efforts to (A) preserve its present business
operations,  organization  (including,  without  limitation,  management and the
sales  force)  and  goodwill  of Pentec  and PCM and (B)  preserve  its  present
relationship with Persons having business dealings with Pentec and PCM;

                  (iii)  Maintain (A) all of the assets and properties of Pentec
and PCM in their  current  condition,  ordinary  wear and tear  excepted and (B)
insurance  upon all of the  properties  and  assets  of  Pentec  and PCM in such
amounts  and of such  kinds  com-parable  to that in  effect on the date of this
Agreement;

                  (iv) (A)  maintain  the books,  accounts and records of Pentec
and PCM in the ordinary course of business  consistent with past practices,  (B)
continue to collect  accounts  receivable  and pay  accounts  payable  utilizing
normal  procedures  and  without  discounting  or  accelerating  payment of such
accounts,  and (C) comply with all contractual and other obligations  applicable
to the operation of Pentec and PCM; and

                  (v) Comply in all material respects with applicable Laws.

            (b) Except as otherwise expressly  contemplated by this Agreement or
with the prior written consent of the Purchaser, the Seller shall not, and shall
cause Pentec and PCM not to:

                  (i)  Declare,  set aside,  make or pay any  dividend  or other
distribution  in respect of the  capital  stock of Pentec or PCM or  repurchase,
redeem or otherwise acquire any outstanding shares of the capital stock or other
securities of, or other ownership interests in, Pentec or PCM;

                  (ii) Transfer, issue, sell or dispose of any shares of capital
stock or other securities of Pentec or PCM or grant options,  warrants, calls or
other rights to purchase or  otherwise  acquire  shares of the capital  stock or
other securities of Pentec or PCM;

                  (iii)  Effect any  recapitalization,  reclassification,  stock
split or like change in the capitalization of Pentec or PCM;

                  (iv)  Amend the  certificate  of  incorporation  or by-laws of
Pentec or PCM;

                  (v) (A) materially  increase the annual level of  compensation
of any employee of Pentec or PCM, (B) increase the annual level of  compensation
payable or to become  payable by the Company to any of its  executive  officers,
(C) grant  any  unusual  or  extraordinary  bonus,  benefit  or other  direct or
indirect compensation to any employee,  director or consultant, (D) increase the
coverage  or benefits  available  under any (or create any new)  severance  pay,
termination  pay,  vacation  pay,  company  awards,   salary   continuation  for
disability,  sick  leave,  deferred  compensation,   bonus  or  other  incentive
compensation,  insurance,  pension or other employee benefit plan or arrangement
made to,  for,  or with any of the  directors,  officers,  employees,  agents or
representatives  of the Company or otherwise  modify or amend or  terminate  any
such  plan  or   arrangement  or  (E)  enter  into  any   employment,   deferred
compensation,  severance,  consulting,  non-competition or similar agreement (or
amend  any such  agreement)  to which  Pentec or PCM is a party or  involving  a
director,  officer  or  employee  of Pentec or PCM in his or her  capacity  as a
director, officer or employee of Pentec or PCM;


                                       24
<PAGE>

                  (vi)  Except  for  trade  payables  and for  indebtedness  for
borrowed money incurred in the ordinary  course of business and consistent  with
past  practice,  borrow monies for any reason or draw down on any line of credit
or debt  obligation,  or become the  guarantor,  surety,  endorser or  otherwise
liable for any debt,  obligation or liability  (contingent  or otherwise) of any
other Person, or change the terms of payables or receivables;

                  (vii)  Subject  to any Lien  (except  for  leases  that do not
materially  impair the use of the property  subject thereto in their  respective
businesses as presently  conducted),  any of the  properties or assets  (whether
tangible or intangible) of Pentec or PCM;

                  (viii)  Acquire  any  material  properties  or assets or sell,
assign,  transfer,  convey,  lease or  otherwise  dispose of any of the material
properties or assets (except for fair  consideration  in the ordinary  course of
business consistent with past practice) of Pentec or PCM except, with respect to
the items listed on Schedule  6.2(b)(viii) hereto, as previously consented to by
the Purchaser;

                  (ix)  Cancel  or  compromise  any  debt or  claim  or waive or
release any  material  right of Pentec or PCM except in the  ordinary  course of
business consistent with past practice;

                  (x) Enter into any commitment for capital  expenditures or the
purchase of assets out of the ordinary course in excess of $5,000;

                  (xi) Permit Pentec or PCM to enter into any  transaction or to
make or enter into any Contract  which by reason of its size or otherwise is not
in the ordinary course of business consistent with past practice;

                  (xii)  Permit  Pentec  or PCM to enter  into or agree to enter
into any merger or consolidation  with, any corporation or other entity, and not
engage in any new  business  or  invest  in,  make a loan,  advance  or  capital
contribution to, or otherwise acquire the securities of any other Person;

                  (xiii)  Except for  transfers of cash  pursuant to normal cash
management  practices,  permit Pentec or PCM to make any investments in or loans
to, or pay any fees or expenses to, or enter into or modify any  Contract  with,
the Seller or any Affiliate of the Seller; or

                  (xiv) Agree to do anything  prohibited  by this Section 6.2 or
anything  which  would make any of the  representations  and  warranties  of the
Seller in this  Agreement  or the Seller  Documents  untrue or  incorrect in any
material respect as of any time through and including the Effective Time.


                                       25
<PAGE>

            6.3 Consents.

            The  Seller  Pentec and PCM shall use their  best  efforts,  and the
Purchaser  shall  cooperate  with the  Seller,  Pentec and PCM, to obtain at the
earliest  practicable date all consents and approvals required to consummate the
transactions contemplated by this Agreement,  including, without limitation, the
consents and  approvals  referred to in Section 4.7 hereof;  provided,  however,
that neither the Seller,  Pentec and PCM nor the Purchaser shall be obligated to
pay any consideration  therefor to any third party from whom consent or approval
is requested.

            6.4 Other Actions.

            Each of the Seller, Pentec, PCM and the Purchaser shall use its best
efforts to (i) take all actions  necessary  or  appropriate  to  consummate  the
transactions  contemplated  by this Agreement and (ii) cause the  fulfillment at
the  earliest  practicable  date of all of the  conditions  to their  respective
obligations to consummate the transactions contemplated by this Agreement.

            6.5 No Solicitation.

            The Seller will not, and will not cause or permit Pentec, PCM or any
of the Pentec's or PCM's  directors,  officers,  employees,  representatives  or
agents (collectively,  the  "Representatives")  to, directly or indirectly,  (i)
discuss,  negotiate,  undertake,  authorize,  recommend,  propose or enter into,
either as the proposed surviving, merged, acquiring or acquired corporation, any
transaction involving a merger, consolidation, business combination, purchase or
disposition  of any  amount  of the  assets  or  capital  stock or other  equity
interest  in Pentec  or PMC other  than the  transactions  contemplated  by this
Agreement (an "Acquisition Transaction"), (ii) facilitate, encourage, solicit or
initiate  discussions,  negotiations  or  submissions  of proposals or offers in
respect of an Acquisition  Transaction,  (iii) furnish or cause to be furnished,
to any Person, any information concerning the business,  operations,  properties
or assets of Pentec or PCM in connection  with an  Acquisition  Transaction,  or
(iv)  otherwise  cooperate  in any  way  with,  or  assist  or  participate  in,
facilitate or encourage, any effort or attempt by any other Person to do or seek
any  of  the  foregoing.  The  Seller  will  inform  the  Purchaser  in  writing
immediately  following the receipt by Seller,  Pentec, PCM or any Representative
of any proposal or inquiry in respect of any Acquisition Transaction.

            6.6 Preservation of Records.

            The Seller and the Purchaser  agree that each of them shall preserve
and keep the records held by it relating to the business of Pentec and PCM for a
period of three  years from the  Closing  Date and shall make such  records  and
personnel  available to the other as may be reasonably required by such party in
connection with, among other things,  any insurance claims by, legal proceedings
against or governmental  investigations of the Seller or the Purchaser or any of
their  Affiliates  or in order to enable the Seller or the  Purchaser  to comply
with their respective obligations under this Agreement and each other agreement,
document or instrument contemplated hereby or thereby.


                                       26
<PAGE>

            6.7 Publicity.

            None of the Seller,  Pentec,  PCM nor the Purchaser  shall issue any
press  release  or  public   announcement   concerning  this  Agreement  or  the
transactions contemplated hereby without obtaining the prior written approval of
the other party  hereto,  which  approval will not be  unreasonably  withheld or
delayed,  unless,  in the sole  judgment of the  Purchaser,  Pentec,  PCM or the
Seller,  disclosure is otherwise required by applicable Law or by the applicable
rules of any stock exchange on which the Purchaser  lists  securities,  provided
that, to the extent required by applicable law, the party intending to make such
release  shall  use its best  efforts  consistent  with such  applicable  law to
consult with the other party with respect to the text thereof.

            6.8 Use of Name.

            The  Seller  hereby  agrees  that  upon  the   consummation  of  the
transactions  contemplated hereby, the Purchaser,  Pentec and PCM shall have the
sole right to the use of the name "Pentec, Inc." and "Pentec Capital Management,
Inc.", and any derivation of the aforementioned  names and the Seller shall not,
and shall not cause or permit any  Affiliate  to, use such name or any variation
or simulation thereof.

            6.9 Non-Competition and Non-Solicitation Agreements.

            On or prior to the Closing Date, Michael Callahan shall enter into a
non-competition  and  non-solicitation  agreement  with  the  Purchaser  and the
Company,  substantially in the form of the agreement  attached hereto as Exhibit
6.9 (the "Non-Competition Agreement").

            6.10 Financial Statements.

            The Seller shall deliver the  Financial  Statements to the Purchaser
within thirty (30) days after the Closing Date.

            6.11 Pentec and PCM Credit Cards

            On or prior to the Closing Date,  Michael Callahan shall provide all
credit cards in the name of Pentec or PCM to Purchaser.

            6.12 Tax Matters

                  (a) Tax  Periods  Ending on or Before the  Closing  Date.  The
Seller  shall  prepare or cause to be prepared and file or cause to be filed all
Tax Returns for the Company for all periods  through and  including  the Closing
Date which are filed after the Closing Date as soon as practicable  and prior to
the date due (including any proper extensions thereof).  The Seller shall permit
Pentec,  PCM and the Purchaser to review and provide  comments,  if any, on each
such Return  described in the  preceding  sentence  prior to filing.  Unless the
Purchaser,  Pentec, or PCM provides comments to the Seller,  Pentec or PCM shall
deliver to the Seller each such Return signed by the  appropriate  officer(s) of
Pentec and PCM for filing within ten (10) days  following the Seller's  delivery
to Pentec, PCM and the Purchaser of any such Return. The Seller shall deliver to
Pentec and PCM promptly after filing each such Return a copy of the filed Return
and evidence of its filing. The Seller shall pay the costs and expenses incurred
in the  preparation  and  filing of the Tax  Returns  on or before the date such
costs and expenses are due.


                                       27
<PAGE>

                  If Pentec or PCM provide comments to the Seller and at the end
of such ten (10) day  period  Pentec,  PCM and the Seller  have  failed to reach
written  agreement with respect to all of such disputed items, the parties shall
submit the unresolved  items to arbitration for final  determination.  Promptly,
but no later than thirty (30) days after its  acceptance of its  appointment  as
arbitrator, the arbitrator shall render an opinion as to the disputed items. The
determination  of the  arbitrator  shall  be  conclusive  and  binding  upon the
parties.  Pentec, PCM and the Seller (as a group) shall each pay one half of the
fees, costs and expenses of the arbitrator. The prevailing party may be entitled
to an award of pre- and  post-award  interest as well as  reasonable  attorneys'
fees incurred in connection with the  arbitration  and any judicial  proceedings
related thereto as determined by the arbitrator.

                  (b) Tax Periods  Beginning  and Ending After the Closing Date.
Pentec,  PCM or the Purchaser  shall prepare or cause to be prepared and file or
cause to be filed any Returns of Pentec and PCM for Tax  periods  that begin and
end after the Closing Date.

                  (c)  Refunds  and Tax  Benefits.  Any  tax  refunds  that  are
received  after the Closing  Date by the  Seller,  Pentec or PCM (other than tax
refunds received in connection with such Seller's individual tax return) and any
amounts  credited  against  tax to  which  the  Seller,  Pentec  or PCM  becomes
entitled, shall be for the account of the Seller.

                  (d) Cooperation on Tax Matters.

                        (i) The  Purchaser,  Pentec,  PCM and the  Seller  shall
cooperate fully, as and to the extent  reasonably  requested by the other party,
in  connection  with the filing of any Returns  pursuant to this Section and any
audit,  litigation or other  proceeding with respect to Taxes.  Such cooperation
shall include the  retention and (upon the other party's  request) the provision
of records  and  information  which are  reasonably  relevant to any such audit,
litigation  or other  proceeding  and making  employees  available on a mutually
convenient  basis to  provide  additional  information  and  explanation  of any
material provided hereunder.  Pentec, PCM and the Seller agree (A) to retain all
books and records  with  respect to Tax matters  pertinent to the Pentec and PCM
relating  to any taxable  period  beginning  before the  Closing  Date until the
expiration of the statute of  limitations  (and,  to the extent  notified by the
Purchaser or the Seller, any extensions  thereof) of the respective tax periods,
and to abide by all record  retention  agreements  entered  into with any taxing
authority,  and (B) to give the other party  reasonable  written notice prior to
transferring,  destroying or  discarding  any such books and records and, if the
other party so requests,  Pentec,  PCM or the Seller,  as the case may be, shall
allow the other party to take possession of such books and records.

                        (ii) The Purchaser and the Seller  further  agree,  upon
request,  to use their  commercially  reasonable  best  efforts  to  obtain  any
certificate  or other  document  from any  governmental  authority  or any other
Person as may be necessary to mitigate,  reduce or eliminate  any Tax that could
be imposed  (including,  but not limited to,  with  respect to the  transactions
contemplated hereby).


                                       28
<PAGE>

                        (iii) The Purchaser and the Seller further  agree,  upon
request,  to provide the other party with all information  that either party may
be  required  to  report  pursuant  to  ss.6043  of the  Code  and all  Treasury
Department Regulations promulgated thereunder.

            6.13 Bonus Pool.

            For the first  twenty-four  month period  following the Closing Date
(the "Initial Bonus  Period"),  each of the employees of Pentec and PCM shall be
eligible to participate  in a bonus pool equal to 10% of the Company's  Adjusted
EBITDA in excess of $700,000 (seven hundred  thousand US dollars) during each of
the first two twelve (12) month periods  following the Closing Date,  which such
bonus  shall be  determined  and  awarded  within  the joint  discretion  of the
Purchaser and Seller.

            6.14 Piggyback Registration Rights

            If at any  time  the  Purchaser  shall  determine  to file  with the
Securities  and Exchange  Commission  a  Registration  Statement  relating to an
offering for its own account or the account of others under the  Securities  Act
of 1933,  as amended (the  "Securities  Act"),  of any of its equity  securities
(other than (i) the amendment of a Registration  Statement  previously  filed or
the filing of a Registration  Statement that was previously  filed and withdrawn
or (ii) on Form  S-4,  Form S-8 or their  then  equivalents  relating  to equity
securities to be issued solely in connection  with any acquisition of any entity
or business or equity  securities  issuable in  connection  with stock option or
other bona fide,  employee  benefit  plans),  the  Purchaser  shall use its best
efforts  to  include  in such  Registration  Statement  all of the  NIM  Shares;
provided, however, that it shall be within Purchaser's sole discretion to reduce
or  eliminate  the  number of NIM Shares  that are  included  in a  Registration
Statement  to the  extent  necessary  to satisfy  the  Securities  and  Exchange
Commission's  requirements  pursuant  to Rule  415  under  the  Securities  Act.
Notwithstanding  the  foregoing,  Seller  shall be treated the same as any other
person who received shares of Purchaser pursuant to the terms of any acquisition
made by Purchaser.

            6.16 Maintenance of Insurance Coverage.

            So long as any of the  Seller's  indemnification  obligations  under
Article IX below  continue to exist,  the  Purchaser  shall  maintain  insurance
coverage for Pentec and PCM on terms at least as favorable as the terms existing
on the Closing Date,  including without limitation as to deductibles,  limits of
liability and categories of risks covered. In the event that the Purchaser fails
to comply with this Section 6.16, the indemnification  obligations of the Seller
pursuant  to Article IX below shall be deemed to be modified in such a manner as
to give effect to the terms of the  insurance  coverage that was in effect prior
to the Closing Date.

            6.17 ING Receivable

            Upon  receipt  of the ING  receivable  by Pentec in the  approximate
amount of $36,559,  Purchaser  shall,  as soon as  practicable,  cause such cash
received in connection with the ING receivable to be assigned to Seller.


                                       29
<PAGE>

                                  ARTICLE VII
                              CONDITIONS TO CLOSING

            7.1 Conditions Precedent to Obligations of Purchaser.

            The  obligation  of the  Purchaser to  consummate  the  transactions
contemplated by this Agreement is subject to the fulfillment, on or prior to the
Closing Date, of each of the  following  conditions  (any or all of which may be
waived  by the  Purchaser  in  whole  or in  part  to the  extent  permitted  by
applicable law):

            (a) all representations and warranties of the Seller, Pentec and PCM
contained herein shall be true and correct as of the date hereof;

            (b) all representations and warranties of the Seller, Pentec and PCM
contained herein qualified as to materiality shall be true and correct,  and the
representations  and warranties of the Seller,  Pentec and PCM contained  herein
not  qualified  as to  materiality  shall be true and  correct  in all  material
respects,  at and as of the Closing  Date with the same  effect as though  those
representations and warranties had been made again at and as of that time;

            (c) the Seller,  Pentec and PCM shall have performed and complied in
all  material  respects  with all  obligations  and  covenants  required by this
Agreement to be  performed  or complied  with by them on or prior to the Closing
Date;

            (d) the Purchaser shall have been furnished with certificates (dated
the  Closing  Date  and in form and  substance  reasonably  satisfactory  to the
Purchaser)  executed  by the  Seller  certifying  as to the  fulfillment  of the
conditions specified in Sections 7.1(a), 7.1(b) and 7.1(c) hereof;

            (e) Certificates representing 100% of the Shares shall have been, or
shall at the Closing be,  validly  delivered and  transferred  to the Purchaser,
free and clear of any and all Liens;

            (f) there  shall  not have been or  occurred  any  Material  Adverse
Change;

            (g) the Seller,  Pentec and PCM shall have obtained all consents and
waivers referred to in Section 4.7 hereof, in a form reasonably  satisfactory to
the Purchaser,  with respect to the transactions  contemplated by this Agreement
and the Seller Documents;

            (h) no Legal Proceedings shall have been instituted or threatened or
claim or demand  made  against  the  Seller,  Pentec and PCM,  or the  Purchaser
seeking to restrain or prohibit or to obtain substantial damages with respect to
the consummation of the transactions contemplated hereby, and there shall not be
in  effect  any  order  by  a  governmental   body  of  competent   jurisdiction
restraining,   enjoining  or  otherwise  prohibiting  the  consummation  of  the
transactions contemplated hereby;

            (i) the Purchaser  shall have received the written  resignations  of
each director and officer of the Company;


                                       30
<PAGE>

            (j) the Non-Competition Agreement shall have been executed; and

            (k) the Purchaser  shall have received  information  satisfactory in
its  sole  discretion  to  verify  the  accuracy  of all  financial  information
delivered by the Seller to the Purchaser.

            7.2  Conditions  Precedent  to  Obligations  of the  Seller  and the
Company.

            The  obligations  of the Seller,  Pentec and PCM to  consummate  the
transactions  contemplated  by this  Agreement  are subject to the  fulfillment,
prior to or on the Closing Date, of each of the following conditions (any or all
of which may be waived by the Seller,  Pentec and PCM in whole or in part to the
extent permitted by applicable law):

            (a) all  representations  and warranties of the Purchaser  contained
herein shall be true and correct as of the date hereof;

            (b) all  representations  and warranties of the Purchaser  contained
herein  qualified  as  to  materiality  shall  be  true  and  correct,  and  all
representations  and warranties of the Purchaser  contained herein not qualified
as to materiality shall be true and correct in all material respects,  at and as
of the Closing  Date with the same effect as though  those  representations  and
warranties had been made again at and as of that date;

            (c) the Purchaser  shall have performed and complied in all material
respects with all  obligations  and covenants  required by this  Agreement to be
performed or complied with by Purchaser on or prior to the Closing Date;

            (d) the Seller shall have been  furnished with  certificates  (dated
the  Closing  Date  and in form and  substance  reasonably  satisfactory  to the
Seller) executed by the Chief Executive  Officer and Chief Financial  Officer of
the Purchaser  certifying as to the  fulfillment of the conditions  specified in
Sections 7.2(a), 7.2(b) and 7.2(c); and

            (e) no Legal Proceedings shall have been instituted or threatened or
claim or demand made against the Seller,  the Company,  or the Purchaser seeking
to restrain or prohibit or to obtain  substantial  damages  with  respect to the
consummation of the transactions  contemplated hereby, and there shall not be in
effect any Order by a Governmental Body of competent  jurisdiction  restraining,
enjoining  or  otherwise   prohibiting  the  consummation  of  the  transactions
contemplated hereby.

                                  ARTICLE VIII
                            DOCUMENTS TO BE DELIVERED

            8.1 Documents to be Delivered by the Seller.

            At the Closing,  the Seller shall deliver, or cause to be delivered,
to the Purchaser the following:


                                       31
<PAGE>

            (a) stock  certificates  representing  the Shares,  duly endorsed in
blank or  accompanied  by stock  transfer  powers and with all  requisite  stock
transfer tax stamps attached;

            (b) the  certificates  referred  to in  Section  7.1(d)  and  7.1(e)
hereof;

            (c) copies of all consents and waivers referred to in Section 7.1(g)
hereof;

            (d) the  Non-Competition  Agreement,  duly  executed  by all parties
other than the Purchaser;

            (e) written  resignations  of each of the officers and  directors of
the Company;

            (f)  certificate of good standing with respect to the Company issued
by the Secretary of State of the State of  incorporation,  and for each state in
which the Company is qualified to do business as a foreign corporation;

            (g)  resolution  of  the  board  of  directors  of  Pentec  and  PCM
appointing Leonard Neuhaus as the sole director and officer; and

            (g) such other documents as the Purchaser shall reasonably request.

            8.2 Documents to be Delivered by the Purchaser.

            At the  Closing,  the  Purchaser  shall  deliver  to the  Seller the
following:

            (a) the Cash Purchase Price;

            (b) the Note;

            (c) the NIM Shares;

            (d) the certificates referred to in Section 7.2(d) hereof;

            (e) the Employment Agreement, duly executed by the Company;

            (f) the Non-Competition  Agreement,  duly executed by the Company or
the Purchaser; and

            (g) such other documents as the Seller shall reasonably request.

                                   ARTICLE IX
                                 INDEMNIFICATION

            9.1 Indemnification.

            (a)  Subject to Section  9.2  hereof,  the Seller  hereby  agrees to
indemnify  and  hold  the  Purchaser,  Pentec  and  PCM,  and  their  respective
directors,  officers,  employees,  Affiliates,  agents,  successors  and assigns
(collectively, the "Purchaser Indemnified Parties") harmless from and against:


                                       32
<PAGE>

                  (i) any an all  liabilities  of Pentec and PCM of every  kind,
nature, and description,  absolute or contingent, existing as against Pentec and
PCM prior to and including  the Closing Date or thereafter  coming into being or
arising by reason of any state of facts  existing,  or any  transaction  entered
into, on or prior to the Closing  Date,  except to the extent that the same have
been fully  provided for in the Balance  Sheet or disclosed in the notes thereto
or the  Schedules  hereto or were  incurred in the  ordinary  course of business
between the Balance Sheet Date and the Closing Date;

                  (ii) subject to Section 10.3, any and all losses, liabilities,
obligations,  damages,  costs  and  expenses  based  upon,  attributable  to  or
resulting from the failure of any  representation  or warranty of the Seller set
forth in Section 4 hereof, or any  representation  or warranty  contained in any
certificate  delivered by or on behalf of the Seller pursuant to this Agreement,
to be true and correct in all respects as of the date made;

                  (iii) any and all losses, liabilities,  obligations,  damages,
costs and expenses based upon,  attributable  to or resulting from the breach of
any covenant or other agreement on the part of the Seller under this Agreement;

                  (iv) any and all notices, actions, suits, proceedings, claims,
demands,  assessments,  judgments,  costs,  penalties  and  expenses,  including
attorneys'  and  other  professionals'  fees  and  disbursements  (collectively,
"Expenses") incident to any and all losses, liabilities,  obligations,  damages,
costs and expenses with respect to which  indemnification  is provided hereunder
(collectively, "Losses").

            (b) Subject to Section 9.2, Purchaser hereby agrees to indemnify and
hold  the  Seller  and  his   Affiliates,   agents,   successors   and   assigns
(collectively, the "Seller Indemnified Parties") harmless from and against:

                  (i)  any  and  all  Losses  based  upon,  attributable  to  or
resulting  from the failure of any  representation  or warranty of the Purchaser
set forth in Section 5 hereof, or any  representation  or warranty  contained in
any  certificate  delivered  by or on behalf of the  Purchaser  pursuant to this
Agreement, to be true and correct as of the date made;

                  (ii)  any  and  all  Losses  based  upon,  attributable  to or
resulting from the breach of any covenant or other  agreement on the part of the
Purchaser under this Agreement or arising from the ownership or operation of the
Company from and after the Closing Date; and

                  (iii) any and all Expenses incident to the foregoing.


                                       33
<PAGE>

            9.2 Limitations on  Indemnification  for Breaches of Representations
and Warranties.

            (a) An indemnifying party shall not have any liability under Section
9.1(a)(i),  Section  9.1(a)(ii) or Section 9.1(b)(i) hereof unless the aggregate
amount of Losses and Expenses to the indemnified  parties finally  determined to
arise  thereunder  based upon,  attributable to or resulting from the failure of
any  representation  or  warranty  to  be  true  and  correct,  other  than  the
representations  and warranties  set forth in Sections 4.3, 4.11,  4.24 and 4.29
hereof,  exceeds  $35,000 (the  "Basket") and, in such event,  the  indemnifying
party shall be required to pay the entire  amount of such Losses and Expenses in
excess of $35,000 (the "Deductible").

            (b) The Seller shall not have any further  liability  under  Section
9.1(a)(i)  or Section  9.1(a)(ii)  if the  aggregate  amount the Seller has paid
under this Article IX exceeds the sum of (i) the Cash Purchase  Price,  (ii) the
principal  payments  actually  received by the Seller  pursuant to the Note, and
(iii) the net cash proceeds (net of all broker's  commissions and selling costs)
realized by the Seller upon the sale of any of the NIM Shares.  (c)  Payments by
the  Seller  pursuant  to  Section  9.1 shall be  limited  to the  amount of any
liability or damage that remains after  deducting  therefrom (i) any Tax benefit
to the  Purchaser or any affiliate  thereof and (ii) any insurance  proceeds and
any indemnity,  contribution or other similar payment recovered by the Purchaser
or any affiliate from any third party with respect thereto.  The Purchaser shall
use commercially  reasonable efforts to claim and recover any Expenses or Losses
suffered  under  such  insurance  policies  and  other  types  of  indemnity  or
contribution coverage.

            9.3 Indemnification Procedures.

            (a) In the event that any Legal  Proceedings  shall be instituted or
that any claim or demand ("Claim") shall be asserted by any Person in respect of
which payment may be sought under Section 9.1 hereof  (regardless  of the Basket
or the Deductible referred to above), the indemnified party shall reasonably and
promptly  cause  written  notice of the  assertion  of any Claim of which it has
knowledge which is covered by this indemnity to be forwarded to the indemnifying
party.  The  indemnifying  party  shall have the right,  at its sole  option and
expense,  to be represented  by counsel of its choice,  which must be reasonably
satisfactory to the indemnified party, and to defend against,  negotiate, settle
or otherwise deal with any Claim which relates to any Losses indemnified against
hereunder. If the indemnifying party elects to defend against, negotiate, settle


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<PAGE>

or otherwise deal with any Claim which relates to any Losses indemnified against
hereunder,  it shall within five (5) days (or sooner, if the nature of the Claim
so  requires)  notify  the  indemnified  party of its  intent  to do so.  If the
indemnifying party elects not to defend against,  negotiate, settle or otherwise
deal with any Claim which relates to any Losses  indemnified  against hereunder,
fails to notify the  indemnified  party of its  election  as herein  provided or
contests its obligation to indemnify the indemnified party for such Losses under
this Agreement, the indemnified party may defend against,  negotiate,  settle or
otherwise deal with such Claim. If the indemnified party defends any Claim, then
the indemnifying party shall reimburse the indemnified party for the Expenses of
defending  such Claim upon  submission of periodic  bills.  If the  indemnifying
party  shall  assume  the  defense  of any  Claim,  the  indemnified  party  may
participate,  at his or its own expense, in the defense of such Claim; provided,
however,  that such  indemnified  party shall be entitled to  participate in any
such defense with separate counsel at the expense of the  indemnifying  party if
(i) so  requested  by the  indemnifying  party  to  participate  or  (ii) in the
reasonable  opinion of counsel to the indemnified party, a conflict or potential
conflict exists between the indemnified  party and the  indemnifying  party that
would make such separate representation  advisable; and provided,  further, that
the  indemnifying  party  shall  not be  required  to pay for more than one such
counsel for all indemnified  parties in connection  with any Claim.  The parties
hereto agree to cooperate  fully with each other in connection with the defense,
negotiation or settlement of any such Claim.

            (b) After any final  judgment or award shall have been rendered by a
court,  arbitration board or administrative agency of competent jurisdiction and
the expiration of the time in which to appeal  therefrom,  or a settlement shall
have been consummated, or the indemnified party and the indemnifying party shall
have arrived at a mutually binding  agreement with respect to a Claim hereunder,
the indemnified party shall forward to the indemnifying party notice of any sums
due and owing by the indemnifying  party pursuant to this Agreement with respect
to such  matter and the  indemnifying  party shall be required to pay all of the
sums so due and owing to the  indemnified  party by wire transfer of immediately
available funds within 10 business days after the date of such notice.

            (c) The failure of the indemnified  party to give reasonably  prompt
notice  of  any  Claim  shall  not  release,   waive  or  otherwise  affect  the
indemnifying  party's obligations with respect thereto except to the extent that
the indemnifying  party can demonstrate actual loss and prejudice as a result of
such failure.

            9.4 Tax Treatment of Indemnity Payments.

            The Seller and the Purchaser  agree to treat any  indemnity  payment
made  pursuant to this  Article 9 as an  adjustment  to the  Purchase  Price for
federal, state, local and foreign income tax purposes.

                                   ARTICLE X
                                  MISCELLANEOUS

            10.1 Payment of Sales, Use or Similar Taxes.

            All sales, use, transfer, intangible, recordation, documentary stamp
or  similar  Taxes or  charges,  of any  nature  whatsoever,  applicable  to, or
resulting from, the  transactions  contemplated by this Agreement shall be borne
by the Seller.

            10.2 Survival of Representations and Warranties.

            The  parties  hereto  hereby  agree  that  the  representations  and
warranties  contained  in this  Agreement  or in any  certificate,  document  or
instrument delivered in connection herewith, and the indemnification  obligation
set forth in Section  9.1(a)(i) above,  shall survive the execution and delivery
of this Agreement,  and the Closing  hereunder,  regardless of any investigation
made by the parties hereto;  provided,  however, that any claims or actions with
respect  thereto  brought by customers of Pentec or PCM shall  terminate  unless
within  twenty-four  (24) months  after the Closing Date  (eighteen  months (18)
months in the case of all other actions), written notice of such claims is given
to the Seller or such actions are commenced.


                                       35
<PAGE>

            10.3 Expenses.

            Except as otherwise  provided in this Agreement,  the Seller and the
Purchaser  shall each bear its own  expenses  incurred  in  connection  with the
negotiation and execution of this Agreement and each other  agreement,  document
and  instrument  contemplated  by this  Agreement  and the  consummation  of the
transactions  contemplated  hereby and thereby,  it being  understood that in no
event shall the Company bear any of such costs and expenses..

            10.4 Specific Performance.

            The Seller,  Pentec and PCM acknowledge and agree that the breach of
this  Agreement  would cause  irreparable  damage to the  Purchaser and that the
Purchaser will not have an adequate remedy at law. Therefore, the obligations of
the Seller and the Company under this Agreement,  including, without limitation,
the  Seller's  obligation  to  sell  the  Shares  to  the  Purchaser,  shall  be
enforceable by a decree of specific performance issued by any court of competent
jurisdiction,  and appropriate  injunctive relief may be applied for and granted
in connection  therewith.  Such remedies shall,  however,  be cumulative and not
exclusive  and shall be in  addition to any other  remedies  which any party may
have under this Agreement or otherwise.

            10.5 Further Assurances.

            The Seller and the Purchaser each agrees to execute and deliver such
other documents or agreements and to take such other action as may be reasonably
necessary  or  desirable  for  the  implementation  of  this  Agreement  and the
consummation of the transactions contemplated hereby.

            10.6 Submission to Jurisdiction; Consent to Service of Process.

            (a)  The   parties   hereto   hereby   irrevocably   submit  to  the
non-exclusive  jurisdiction  of any  federal or state court  located  within the
state of New York over any dispute  arising out of or relating to this Agreement
or any of the transactions contemplated hereby and each party hereby irrevocably
agrees that all claims in respect of such dispute or any suit, action proceeding
related  thereto may be heard and determined in such courts.  The parties hereby
irrevocably  waive,  to the fullest  extent  permitted  by  applicable  law, any
objection  which  they may now or  hereafter  have to the laying of venue of any
such dispute brought in such court or any defense of inconvenient  forum for the
maintenance  of such dispute.  Each of the parties hereto agrees that a judgment
in any  such  dispute  may be  enforced  in other  jurisdictions  by suit on the
judgment or in any other manner provided by law.


                                       36
<PAGE>

            (b) Each of the parties  hereto  hereby  consents  to process  being
served by any party to this  Agreement in any suit,  action or proceeding by the
mailing of a copy thereof in accordance with the provisions of Section 10.10.

            10.7 Entire Agreement; Amendments and Waivers.

            This  Agreement   (including  the  schedules  and  exhibits  hereto)
represents  the entire  understanding  and agreement  between the parties hereto
with respect to the subject  matter hereof and can be amended,  supplemented  or
changed,  and any  provision  hereof can be waived,  only by written  instrument
making  specific  reference to this  Agreement  signed by the party against whom
enforcement of any such amendment, supplement, modification or waiver is sought.
No action taken pursuant to this Agreement,  including without  limitation,  any
investigation  by or on behalf of any  party,  shall be deemed to  constitute  a
waiver by the party taking such action of  compliance  with any  representation,
warranty, covenant or agreement contained herein. The waiver by any party hereto
of a breach of any provision of this Agreement shall not operate or be construed
as a further or continuing  waiver of such breach or as a waiver of any other or
subsequent breach. No failure on the part of any party to exercise, and no delay
in exercising,  any right,  power or remedy  hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power or remedy
by such party preclude any other or further  exercise thereof or the exercise of
any other right,  power or remedy. All remedies hereunder are cumulative and are
not exclusive of any other remedies provided by law.

            10.8  Governing  Law.  This  Agreement  shall  be  governed  by  and
construed in accordance with the laws of the state of New York.

            10.9 Table of Contents and Headings.

            The table of contents and section headings of this Agreement are for
reference  purposes  only and are to be given no effect in the  construction  or
interpretation of this Agreement.

            10.10 Notices.

            All notices and other  communications  under this Agreement shall be
in writing  and shall be deemed  given when  delivered  personally  or mailed by
certified  mail,  return  receipt  requested,  to the parties (and shall also be
transmitted  by  facsimile  to the  Persons  receiving  copies  thereof)  at the
following  addresses (or to such other address as a party may have  specified by
notice given to the other party pursuant to this provision):

      (a)   Purchaser:

            National Investment Managers Inc.
            420 Lexington Avenue
            New York, New York 10170
            Attn:  Leonard Neuhaus, COO
            Phone:  (212) 389-7832
            Facsimile: (212) 389-7831


                                       37
<PAGE>

            Copy to:

            Gregory Sichenzia, Esq.
            Sichenzia Ross Friedman Ference LLP
            1065 Avenue of the Americas
            New York, New York 10018
            Phone:  (212) 930-9700
            Facsimile: (212) 930-9725

      (b)   Seller:

            Michael E. Callahan
            155 Wild Oak Drive
            Southington, CT 06489
            Phone:  (860) 621-6531
            e-mail: mc2332@aol.com

            Copy to:

            Marcus D. Wilkinson, Esq.
            Shipman & Goodwin LLP
            One Constitution Plaza
            Hartford, CT 06103
            Phone:  (860) 251-5937
            Facsimile: (860) 251-5311

            10.11 Severability.

            If any provision of this Agreement is invalid or unenforceable,  the
balance of this Agreement shall remain in effect.

            10.12 Binding Effect; Assignment.

            This Agreement shall be binding upon and inure to the benefit of the
parties and their respective  successors and permitted assigns.  Nothing in this
Agreement shall create or be deemed to create any third party beneficiary rights
in any person or entity not a party to this Agreement  except as provided below.
No assignment of this Agreement or of any rights or obligations hereunder may be
made by either the Seller or the  Purchaser  (by  operation of law or otherwise)
without the prior written  consent of the other parties hereto and any attempted
assignment without the required consents shall be void; provided,  however, that
the  Purchaser may assign this  Agreement  and any or all rights or  obligations
hereunder (including, without limitation, the Purchaser's rights to purchase the
Shares and the  Purchaser's  rights to seek  indemnification  hereunder)  to any
Affiliate of the Purchaser;  provided,  further,  that  notwithstanding any such
assignment or  delegation,  the Purchaser  shall continue to be bound by all the
terms of this Agreement.  Upon any such permitted assignment,  the references in
this Agreement to the Purchaser shall also apply to any such assignee unless the
context otherwise requires.


                                       38
<PAGE>

            IN WITNESS WHEREOF,  the parties hereto have executed this Agreement
on the date first above written.


                                            NATIONAL INVESTMENT MANAGERS INC.


                                            By:  /s/ Leonard Neuhaus
                                                 Name:  Leonard Neuhaus
                                                 Title: COO


                                            PENTEC CAPITAL MANAGEMENT, INC.


                                            By: /s/ Michael E. Callahan
                                                Name:  Michael E. Callahan
                                                Title: President


                                            PENTEC, INC.


                                            By: /s/ Michael E. Callahan
                                                Name:  Michael E. Callahan
                                                Title: President


                                            /s/ Michael E. Callahan
                                            Michael E. Callahan


                                       39
<PAGE>

                                   SCHEDULE A

                              ACCOUNTING PRINCIPLES

      For purposes of the Agreement,  "Adjusted  EBITDA" shall mean the earnings
of  the  Company  before  deduction  for  interest,   taxes,   depreciation  and
amortization ("EBITDA"), as adjusted to give effect to the following factors:

      (A) no general or administrative  expenses or other corporate  overhead of
the Purchaser or any of its affiliates shall be allocated to the Company;

      (B) no write downs of assets or business value,  or of goodwill,  shall be
taken into account in determining Adjusted EBITDA;

      (C) no payments of principal or interest,  or prepayment  penalties,  with
respect to loans (including the Note) shall be taken into account in determining
Adjusted EBITDA; and

      (D) income shall be determined  before any  provision for federal,  state,
local  and  foreign  taxes  based on or  measured  by gross  or net  income  and
corporate franchise and excise taxes.