EXHIBIT  10.1
PLAN  AND  AGREEMENT  OF  MERGER


                          PLAN  AND  AGREEMENT  OF  MERGER

                           Relating  to  the  Merger  of

                           MILITARY  RESALE  GROUP,  INC.

                                     Into

                           BACTROL  TECHNOLOGIES,  INC.

                            Dated:  October  15,  1999

                       PLAN  AND  AGREEMENT  OF  MERGER

     This PLAN AND AGREEMENT OF MERGER ("Agreement") entered into this  15th day
of October, 1999,  by  and  among  MILITARY  RESALE  GROUP,  INC.,  a   Maryland
corporation  ("MRG")  and  BACTROL TECHNOLOGIES, INC.,  a New  York  corporation
("BTI"). (MRG and  BTI are  sometimes  collectively  referred  to herein  as the
"Constituent  Corporations").

                              BACKGROUND  OF  AGREEMENT

     WHEREAS,  MRG is a  corporation organized  under the laws  of the  State of
Maryland. MRG has  authorized capital  of 10,000,000 shares of common stock, par
value $0.01 per share,  of which  approximately 5,360,000  shares are issued and
outstanding.

     WHEREAS,  BTI is a corporation organized under the laws of the State of New
York. The authorized stock of BTI consists of shares of common stock, with a par
value of $0.0001 per share, of which approximately 12,700,000 shares are validly
issued  and  outstanding.

     WHEREAS,  MRG  proposes  to  merge  into  BTI,  with  shareholders  of  MRG
(sometimes hereinafter  referred to as  "Shareholders") surrendering  their  MRG
stock  in  exchange  for  common  stock  of  BTI.

     WHEREAS, the  Boards of Directors of MRG  and BTI have  determined  that  a
merger of  MRG into  BTI is  in the  best interests  of MRG  and  BTI,  and such
companies  desire to  set  forth  in  this  Agreement  their  entire   agreement
respecting  such  merger  (sometimes  hereinafter  "Merger").

     WHEREAS,  the  parties  intend  that  the  Merger  qualify  as  a  tax-free
reorganization  within  the  meaning of  the  provisions  of Section 368  of the
Internal  Revenue  Code  of  1986,  as  amended  from time to time (the "Code").

     Whereas, BTI shall complete prior to closing the following:  filed with and
obtained the approval of  the Securities and Exchange Commission ("SEC") re Form
10; be in  full compliance  with all  SEC requirements;  completed the  20 for 1
reverse split with less than  640,000 shares issued and outstanding;  registered
with the State of New York and/or any other appropriate  regulator to sell up to
2,000,000 freely tradable shares of its stock;  sold a minimum of 500,000 shares
of stock and have in escrow at least $220,000 after offering expenses; and filed
with the NASDAQ the Farm 15c-2-11 and taken any other steps so that its stock is
trading  on  the  NASDAQ-OTC-BB.

     NOW, THEREFORE, in consideration of the  mutual  covenants  and  agreements
herein  contained,  the parties  hereto,  intending to be  legally bound hereby,
agree  as  follows:


<PAGE>
                                    ARTICLE  I

                              MERGER  OF  MRG  AND  BTI
                              ---------------------
     Section  1.1   Closing.
                    -------
     The closing of the  transaction contemplated  by this Agreement  shall take
place no later  than five (5) business  days after all  conditions  necessary to
consummate the Merger,  as provided in this Agreement,  have been  complied with
and  the   approvals  described  in  Section  4.1  and 4.2  have  been  obtained
("Closing")  at the  offices of  Richard H. Tanenbaum,  Esquire,  7315 Wisconsin
Avenue, Suite 775 North, Bethesda, Maryland,  20814 or such  other place or date
as the  parties hereto  may agree  to in writing,  at which time  the  documents
referred to in Articles IX and X will be exchanged and,  immediately thereafter,
the filing of a  Certificate of Merger  and Articles of Merger  (as described in
Section  4.3)  will  be  performed.

     Section  1.2   Merger.
                    ------
     MRG and BTI shall be merged  on the Effective Date,  as defined  in Section
4.4 into a single corporation in  accordance with the  applicable  provisions of
the  Maryland  Corporation  Code,   by  MRG  merging  into  BTI,  the  surviving
corporation.  (BTI shall sometimes  hereinafter be referred to as the "Surviving
Corporation"). The separate  existence  of MRG  shall cease  upon the  Effective
Date,   and  BTI  shall  thereafter  possess  all  of  the  rights,  privileges,
immunities, powers, licenses, permits and franchises, both of public and private
nature,  and all the property,  real,  personal and mixed,  all debts due on any
account  and all  chooses in action  belonging to or  inuring to  either of  the
Constituent  Corporations,  and  shall  be  subject  to  all  the  restrictions,
disabilities  and duties  of each  of the  Constituent  Corporations.  Any claim
existing or action or proceeding pending by or against either of the Constituent
Corporations may be prosecuted  as if the Merger  had not taken place or BTI may
be substituted in its place.  Neither the rights of creditors nor any liens upon
the property of either of the  Constituent Corporations shall be impaired by the
Merger.

                                 ARTICLE  II

                    ARTICLES,  BYLAWS,  DIRECTORS  AND  OFFICERS
                    --------------------------------------------

     Section  2.1   BTI  Articles  and  Bylaws.
                    --------------------------
     The Articles  of Incorporation  and Bylaws  of  BTI as  in  effect  on  the
Effective  Date shall  continue in  full force  and  effect,  unless  and  until
subsequently  amended,  as  the  articles  of incorporation  and bylaws  of  the
Surviving Corporation.  However, BTI shall change its place of domicile from the
State of New York to the State of Delaware  and shall change  its corporate name
to  Military  Resale  Group,  Inc.,  on  or  before  the  Closing  hereunder.


<PAGE>
     Section  2.2   BTI's  Directors  and  Officers.
                    -------------------------------
The directors and officers of  BTI in office on the Effective  Date shall resign
as the  directors  and officers of  the  Surviving  Corporation upon the Closing
hereunder and their  successors shall be  duly elected and qualified pursuant to
Section  2.3  below.

     Section  2.3   MRG  Representation  on  BTI  Board.
                    -----------------------------------
     Upon Closing hereunder and consummation of the Merger,  MRG representatives
designated by Edward T. Whelan shall be entitled to nominate the individuals who
shall serve as  the Board of Directors  of BTI in accordance with  the Bylaws of
the  Surviving  Corporation.

     Section  2.4   Edward  T.  Whelan.
                    ------------------
     Edward T. Whelan shall be appointed as  Chairman of the  Board of Directors
and Ethan D. Hokit shall be appointed as President  of BTI as soon as reasonably
practicable  following  consummation  of  the  Merger.


                               ARTICLE  III

                CONVERSION,  EXCHANGE  AND  CANCELLATION  OF  SHARES
                ----------------------------------------------------

     Section  3.1   BTI  Capital  Stock.
                    -------------------
     Prior to  Closing hereunder,  in accordance  with BTI's  Board of Directors
action on October 4, 1999, BTI shall effectuate a reverse split of each share of
common stock of BTI which  shall be issued and  outstanding immediately prior to
the date hereof, and without any additional  action required  to be taken by the
holder thereof,  with the BTI Stock outstanding converted automatically into one
(1) share of BTI common stock for each twenty (20) shares of common stock of BTI
("BTI Stock") as held  immediately prior thereto.  Thus as of Closing hereunder,
there shall  be a  total of 640,000  shares of BTI  currently  outstanding stock
before issuance  of stock to  holders of  MRG common  stock as  a result  of the
subject Merger. It is understood that upon execution of this Agreement,  MRG and
BTI agree  and shall  facilitate the sale  of a minimum of 500,000 shares of BTI
stock to raise the funds required to  effectuate the subject merger transaction,
in which  case the total  shares  of BTI  stock  outstanding  at closing  may be
1,140,000  shares.

     In addition,  upon the Effective Date,  each share of  common stock  of MRG
which shall be issued  and  outstanding  immediately  prior thereto,  other than
Dissenting Shares as defined in  Section 3.5, by  reason of the  Merger shall be
converted automatically  into the right to  receive one (1) share  of BTI common
stock  for  each one  (1) share of  common stock  of MRG held  immediately prior
thereto. The BTI Stock  shall be  registered in  the name of,  and in  each case
delivered to,  the holder  of such  MRG common  stock on  the Effective  Date or
thereafter  (as provided in  Section 3.3 hereof) upon  surrender of  their share
certificate(s) of MRG stock (MRG Certificate) in proper  form endorsed in blank,
or such lost certificate affidavits and bonds as are deemed appropriate by BTI's
officers.


<PAGE>
     Section  3.2   Treasury  Shares.
                    ----------------
     Each share of MRG common stock,  if any, held in the treasury of MRG shall,
by virtue of the Merger,  be canceled and  cease to exist,  and no payment shall
be  made  with  respect  to  such  stock.

     Section  3.3   Exchange  of  Shares.
                    --------------------
     (a)     Deposit of Stock.  On the  Effective Date,  or promptly thereafter,
BTI shall make available,  by transferring  to the Surviving  Corporation or the
Exchange Agent shares of BTI stock issuable  in exchange  for outstanding shares
of  common  stock  of  MRG.

     (b)     Surrender and Exchange of Certificates.  On  the 'Effective Date or
as soon as  practicable  thereafter,  the  Surviving  Corporation  or,  at MRG's
election,  a bank or trust company selected  by MRG acting as Exchange Agent for
the exchange of MRG Stock (the "Exchange Agent")  shall mail  to each  holder of
record  of  MRG  Certificates  (I)  a  form  letter  of  transmittal,  and  (ii)
instructions  for   the  surrender  of  the  MRG  Certificate  in  exchange  for
certificates representing BTI Stock.  Upon surrender  of the  MRG Certificate to
the Surviving  Corporation for  cancellation or,  if an  Exchange Agent has been
This document  produced using designated,  to the Exchange  Agent or  to another
agent or agents selected by MRG,  together with the letter of transmittal,  duly
executed and completed,  the holder of the MRG Certificate shall  be entitled to
receive, in exchange,  a certificate representing  that number of  shares of BIT
Stock into  which  the  shares of  MRG  Stock  represented  by  the  surrendered
certificates were  converted under  the provisions  of this Article III, and the
surrendered  MRG  Certificate  shall  forthwith  be  canceled.

     (c)     Dividends.  No  dividends  or  other  distributions in  respect  of
BIT  Stock  declared  after  the  Effective  Date  for  BTI Stock and payable to
holders  of  record  after the Effective Date shall be paid to the holder of any
unsurrendered  MRG  Certificate  for  the  shares  of  BIT  Stock  until  the
holder  of  record  surrenders the MRG Certificate.  Subject to  the effect,  if
any,  of  applicable  law, after  the  subsequent  surrender  and exchange of  a
MRG Certificate,  the holder  shall  be  entitled  to  receive any  dividends or
other  distributions, without  interest,  which  previously  became payable  for
shares  of  BIT  Stock  represented  by  the  MRG  Certificate.

     (d)     Share Transfers Prior to Exchange.  If any certificate representing
shares of BTI Stock is to be issued in a name,  other than that in which the MRG
Certificate  surrendered  is  registered,  it  shall  be  a  condition  of  such
registration that the surrendered MRG  Certificate shall be properly endorsed or
otherwise in proper form for transfer. In addition,  the person  requesting such
registration  shall pay any  transfer or other  taxes required by  reason of the
payment to  a person  other than the  registered holder of  the surrendered  MRG
Certificate or establish to the  satisfaction of the  Surviving Corporation that
the  tax  has  been  paid  or  is  not  applicable.

     (e)     Effect of Share Exchange.  All shares of BIT Stock for which shares
of common stock of MRG are exchanged shall be deemed to have been issued in full
satisfaction of all rights pertaining to the exchanged shares of common stock of
MRG.

     (f)     Fractional Shares. No fractional shares of BTI Stock will be issued
in connection  with the exchange,  and no certificate for  a fractional share of
BTI Stock  will be issued.  Each holder of a MRG  certificate shall  receive the
number of whole shares to which the holder is entitled under Section 3.1 of this
Agreement, rounded up to the  next greatest whole number.  Each holder of an MRG
Certificate  shall  receive  at  least  one  share  of  BIT  Stock.

     (g)     Company Stock Transfer Books. After the Effective Date, there shall
be no  further  registration  of transfers  on the stock  transfer books  of the
Surviving  Corporation  of  the  shares  of  common  stock  of  MRG  which  were
outstanding immediately  prior to the  Effective Date.  If, after  the Effective
Date, MRG Certificates representing MRG common stock shares are presented to the
Surviving  Corporation, they shall be canceled  and exchanged  for BIT  Stock as
provided  in  this  Article  III.


<PAGE>
     Section  3.4   Adjustments.
                    -----------
     If,  between  the  date  of this  Agreement  and  the  Effective  Date  the
outstanding shares of  common stock  of MRG (5,360,000 shares) or the  BIT Stock
(12,700,000 shares, subject to  the reverse split  described above  with 640,000
shares [or,  upon the sale of  an additional 500,000 shares of BIT stock,  up to
1,140,000  shares]   being  outstanding  as  of  the  Effective   Date   without
adjustment),  as the case may be, change into  a different number of shares or -
different  class  by reason  of any issuance  or cancellation  of shares  or any
reclassification, recapitalization, split-up, combination, exchange of shares or
readjustment, or due to a stock dividend declared with a record date within said
time period other than the contemplated reverse split  of BTI Stock ("Adjustment
Event"),  then  the number  and class of  shares of BIT  Stock to be  issued and
delivered in the Merger in exchange  for each outstanding  share of common stock
of  MRG  shall  be  appropriately  adjusted  upon  the  Adjustment  Event.

     For purposes of this  Section 3.4,  the term  "Adjustment Event"  shall not
include  the  contemplated  1 for 20  reverse  split  of the  BTI Stock  or  any
subsequent  issuance of  securities by BTI,  agreed to by  MRG in  a transaction
negotiated  in  good  faith,  in  connection  with any  investment  in,  capital
contribution to, acquisition of  any interest in or assets or properties of,  or
any  merger  with,  any  person,  firm,  entity,  corporation  or  enterprise.

     Section  3.5   Dissenting  Shares.
                    ------------------
     Notwithstanding  anything  in  this Agreement  to the  contrary,  except as
otherwise provided  by applicable law,  shares of common  stock of  MRG that are
outstanding  immediately  prior to  the Effective  Date  and  that are  held  by
stockholders who,  prior to the taking of the vote of the stockholders of MRG on
the Merger, have filed with MRG a written objection to the Merger,  who have not
voted the shares in favor of the Merger, and who,  after the taking of the vote,
properly  demanded  payment  for the  shares in  accordance  with  the  Maryland
Corporation Code  (the "Dissenting Shares") shall  not be  exchangeable  for the
right to  receive the  consideration provided  in Section 3.1 of this Agreement.
The holders of  Dissenting Shares  shall be  entitled to  payment for the shares
under  the  applicable  provision of the Maryland Corporation Code. However, if:

     (a)     any holder of  Dissenting Shares  subsequently  delivers  a written
withdrawal of the holder's demand for  appraisal of the shares (with the written
approval of BTI, if the withdrawal  is not  tendered  within  60 days  after the
taking  of  the  vote),  or

     (b)     any holder fails to establish the holder's entitlement to appraisal
rights  as  provided  in  the  Maryland  Corporation  Code,  or

     (c)     neither  any  holder   of  Dissenting   Shares  nor  the  Surviving
Corporation has filed  a petition demanding a  determination of the value of all
Dissenting Shares within the time provided in the Maryland Corporation Code, the
holder or holders (as the case may be) shall  forfeit the right  to appraisal of
the shares and the shares shall then be deemed converted into,  and to have been
exchanged for,  as of the Effective Date,  BTI Shares as provided in Section 3.1
of this  Agreement,  without interest,  upon surrender  of the  MRG  certificate
representing  the  Dissenting  Shares.


<PAGE>
                                     ARTICLE  IV

                                  MERGER  PROCEDURE
                                  -----------------

     Section  4.1   Approval by MRG Shareholders.
                    ----------------------------
     This  Agreement  shall  be submitted  to the  MRG  Shareholders  for  their
approval at a meeting  to be held as  soon as  practicable after  all disclosure
filings and other  legal procedures  required to  be done,  held,  performed  or
accomplished prior thereto have been properly and lawfully done, held, performed
or  accomplished.

     Section  4.2   Approval  by  BTI  Shareholders.
                    -------------------------------
     This Agreement is hereby approved by BTI  and Guy Gallucio  and Alan Finer,
as the majority  shareholders of BTI.  BTI  shall take  all steps  necessary  to
provide any disclosures, filings and other legal procedures required to be done,
held, performed and accomplished prior to the Effective Date  and shall see same
have  been  properly  and  lawfully  done,  held,  performed  or  accomplished.

     Section  4.3   Filing  of  Articles  of  Merger.
                   ----------------------------------
     Forthwith upon  the approval  of this Agreement by the  Shareholders of BTI
and MRG as provided in  Sections 4.1  and 4.2 hereof and  the completion  of the
reverse split of stock by BTI as contemplated in Section 3.1 and change of BTI's
domicile and corporate name as provided in Section 2.1, if the Agreement has not
then been  terminated  pursuant to  Article XI hereof,  then  Articles of Merger
shall be filed by MRG  and recorded in accordance  with the General and Business
Corporation  Law  of Maryland.  Such  documents,  duly  executed  by  the proper
officers of the Constituent Corporations,  shall be held in the interim by a law
firm  selected  by MRG  for dating  and filing  by that  firm,  without  further
instructions, upon being advised that the approvals  referred to in Sections 4.1
and 4.2 have  been  obtained.  The function  of such law  firm shall  be  purely
ministerial  and each party hereto shall indemnify  and hold such  firm harmless
from  any  conduct  consistent  herewith.

     Section  4.4   Effective  Date.
                    ---------------
     The  Merger  contemplated  hereunder shall  become effective  at 5:00 p.m.,
Eastern Standard Time,  on the date on which both  the Certificate of Merger has
been filed with the Secretary  of State of  Maryland and the  Articles of Merger
have  been  filed  with  the  Secretary of State of Maryland ("Effective Date").


<PAGE>
                                   ARTICLE  V

                       REPRESENTATIONS  AND  WARRANTIES  OF  MRG
                       -----------------------------------------

     In order to induce BTI to  enter into this  Agreement and to consummate the
transactions  contemplated hereby,  MRG makes the  following representations and
warranties  to  BTI:

     Section  5.1   Organization  and  Good  Standing.
                    ----------------------------------
     MRG is a corporation, duly organized, validly existing and in good standing
under the  laws of  the State of Maryland.  MRG has no  subsidiary or affiliated
companies. MRG has the power to carry on its business as and where conducted and
is entitled to own,  lease or operate its business assets.  MRG has delivered to
BTI complete  and correct copies of its  Articles of Incorporation,  as amended,
and Bylaws,  as amended, and in effect on the date of this Agreement.  As of the
Effective Date  the entire  issued and  outstanding  capital stock  of MRG shall
consist of the shares of  common stock referred  to in Schedule 5.1  held by the
Shareholders,  and MRG shall not,  as of such date,  have any  outstanding stock
options, warrants,  or other obligations  to issue its capital stock,  except as
listed  on  Schedule  5.1.

     Section  5.2   Authorization  of  Agreement.
                    ----------------------------
     This Agreement and all other agreements  and instruments  to be executed in
connection herewith  have been  authorized by all  requisite corporate action on
the part of MRG, have been duly executed and delivered by MRG and, upon approval
by the Shareholders, shall constitute the legal, valid and binding obligation of
MRG  enforceable  in  accordance  with  their  respective  terms.

     Section  5.3   Ownership  of  Shares.
                    ---------------------
     The capitalization  of MRG is set  forth on Schedule 5.1.  The Shareholders
listed on  Schedule 5.1 are  the lawful owners  of  all issued  and  outstanding
shares of capital stock of MRG in the denominations therein set forth,  and have
full power and authority to approve this Agreement. Each issued share is validly
issued, fully paid,  nonassessable and each outstanding share is entitled to one
vote. No shares were issued in violation of pre-emptive rights.  Such shares are
owned free  and clear  of all  liens,  mortgages,  pledges,  security interests,
restrictions, prior assignments, spouses' rights, encumbrances and claims of any
kind or  nature whatsoever,  except as  set forth  on Schedule  5.1.  As of  the
Effective Date,  MRG shall not have  any outstanding stock options, warrants, or
other  obligations  to  issue  its  capital  stock.


<PAGE>
     Section  5.4   Financial  Statements.
                    ----------------------
     MRG has delivered to BTI the following audited financial statements for the
years  ending  December  31,  1997  and  December  31,  1998;

     (a)     Balance  Sheet
     (b)     Statement  of  Operations
     (c)     Statement  of  Shareholders'  Equity

     All such  financial  reports are  true and complete  as of their respective
dates, and have been prepared  in accordance with generally  accepted accounting
principles and practices consistently applied,  except as otherwise indicated in
the footnotes thereto.  Each such report  sets forth fairly and accurately as of
its  date  MRG's  financial  condition,  results  in  operations  and assets and
liabilities for the period then ended.  Except as set forth on Schedule 5.4,  on
the date hereof  and as of the Effective Date,  there is and  will have  been no
material  adverse  change  in  the  condition  of  MRG  since December 31, 1998.

     Section  5.5   Litigation.
                    ----------
     Except as listed on Schedule 5.5, there is no claim, action, investigation,
suit or  proceeding  of any  nature  pending before  any court  or  governmental
agency, authority or body and,  to the best of the knowledge of MRG, there is no
such claim, action, investigation, suit or proceeding threatened or contemplated
by any third party which,  if it were to  result in  a decision  adverse to MRG,
would  materially  and adversely  affect the  business  operations,  properties,
assets or conditions of MRG. Neither MRG nor its business and assets are subject
to or directly affected by any order, judgment, decree or ruling of any court or
governmental agency,  except  any of  the foregoing  as they  may be  of general
application  to  businesses  similar  to  that  conducted  by  MRG.

     Section  5.6   No  Conflict  With  Other  Instruments.
                    --------------------------------------
     As of the Effective Date, the consummation of the transactions contemplated
by this Agreement will  not result in the breach  of any term or provision of or
constitute a  default under  any indenture,  mortgage,  deed of trust,  or other
material  agreement  or  instrument  to  which  BTI  is  a  party.

     Section  5.7   Insurance.
                    ---------
     MRG shall obtain and  maintain in full  force and effect  valid policies of
fire and  extended coverage  casualty insurance with  respect to its assets,  as
well as valid policies of  public liability  and unemployment  compensation with
respect  to  its  business.

     Section  5.8   Licenses  and  Permits;  Governmental  Authorizations.
                    -----------------------------------------------------
     MRG has all licenses, franchises, permits, approvals and other governmental
authorizations  necessary  for  the  conduct  of  its  business  operations.


<PAGE>
                                   ARTICLE  VI

                   ADDITIONAL  COVENANTS  AND  AGREEMENTS  OF  MRG
                   -----------------------------------------------

     MRG hereby covenants  and agrees to the following,  the fulfillment of each
of which  shall  constitute,  at and  as of  the  Effective  Date,  a  condition
precedent  to  the  obligations  of  BTI  hereunder:

     Section  6.1   Existence,  Rights  and  Franchises.
                    -----------------------------------
     From and after the date of this Agreement and until the Effective Date, MRG
shall comply  with all  applicable  laws  and regulations,  take  all  necessary
actions to keep  in full force  and effect its existence, rights and franchises,
and shall  not amend  its articles of incorporation  or bylaws  except as may be
necessary  to  carry  out  the  provisions  of  this  Agreement.

     Section  6.2   Conduct  of  Business  Before  the  Closing.
                    -------------------------------------------
     From  and  after  the  date of this Agreement and until the Effective Date:

     (a)     Diligent Conduct.  Except as consented to by BTI, MRG shall conduct
its business diligently  in the ordinary course.  MRG shall use its best efforts
to preserve  its  business  organization intact,  to keep available  to BTI  the
services of MRG's present  officers and  to preserve for  the benefit of BTI the
goodwill of MRG's suppliers, customers and others having business relations with
MRG.

     (b)     Properties and Assets.  MRG shall not,  without the  prior  written
consent of BTI,  sell or transfer any of its assets,  other than in the ordinary
course of business or subject any of its assets to any mortgage,  pledge,  lien,
charge  or  encumbrance  of  any  kind.

     (c)     Contracts; Liabilities.  MRG shall not,  without the  prior written
consent of BTI: (I) amend, alter or terminate any contract to which it is a part
except in the ordinary course of business,  (ii) enter into or become a party to
any plan, contract or agreement except in the ordinary course of business; (iii)
borrow or agree to borrow any funds, or otherwise  become subject to,  by way of
guarantee  or otherwise,  any obligations  or liability  except  in the ordinary
course of business and consistent  with past practice;  or (iv) pay or discharge
any claim,  liability or obligation,  except in the ordinary  course of business
and  consistent  with  past  practice.


<PAGE>
     (d)     Insurance.  MRG shall  continue in  force  its  existing  insurance
policies as set forth on Schedule 6.2(d), subject only to variations in coverage
amounts  required  by  the  ordinary  operation  of  its  business.

     (e)     Distributions.  Except as set forth on Schedule 6.2(e) hereto,  MRG
shall not make any  distributions with  respect to or  in redemption  or partial
redemption  of  any of  its shares  of capital  stock,  or any  payment  of  any
indebtedness to shareholders or any bonus or other  increases in compensation to
employees, including without limitation employees  who are shareholders,  except
compensation  in  the  ordinary  course  of  business.

     Section  6.3   Access  and  Information.
                    -------------------------
     MRG  will  afford  to  BTI   and   its   counsel,  accountants  and   other
representatives reasonable  access to the books,  records and assets of MRG  and
shall furnish to BTI and its counsel,  accountants and other representatives all
information  which  BTI  may  reasonably  request.

     Section  6.4   Shareholder  Approval.
                    ----------------------
     MRG covenants to (I) comply with the provisions of Section 4.1 hereof; (ii)
use its  best efforts to  take all corporate  action and obtain all  waivers and
consents necessary to effectuate the provisions of this Agreement; (iii) use its
best efforts to  insure that the  Shareholders  approve the  Merger provided for
herein; and (iv) insure that each  member of  its Board  of Directors  votes his
shares of MRG,  and encourage  all other  Shareholders to  vote their shares, in
favor  of  such  Merger.


<PAGE>
                                ARTICLE  VII

                   REPRESENTATIONS  AND  WARRANTIES  OF  BTI
                   -----------------------------------------

     In order to induce MRG to enter  into this Agreement  and to consummate the
transactions  contemplated hereby,  BTI makes the following  representations and
warranties  to  MRG:

     Section  7.1   Organization  and  Good  Standing;  Capital.
                    --------------------------------------------
     BTI  is a  corporation duly  organized  and  validly existing  and in  good
standing under the  laws of the  State of  New York.  BTI  has no  subsidiary or
affiliated companies.  BTI has the power to carry on its  business as  and where
conducted, and is entitled to own, lease or operate its business assets. BTI has
delivered to  MRG complete and  correct copies of the articles of incorporation,
as amended, and bylaws of BTI as in effect on the date of this Agreement.  As of
the Effective Date, the entire issued and outstanding capital stock of BTI shall
consist of the shares  of common stock  referred to in  Schedule 7.3 held by the
Shareholders,  and BTI shall not,  as of such date,  have any  outstanding stock
options,  warrants or  other obligations  to issue  its capital  stock except as
listed  on  Schedule  7.3.

     Section  7.2   Authorization  of  Agreement.
                    -----------------------------
     This Agreement and all other  agreements and instruments  to be executed in
connection herewith have been duly authorized by  all requisite corporate action
on the  part of BTI,  have been  duly  executed and  delivered by  BTI and shall
constitute  the legal,  valid  and  binding  obligations  of BTI  enforceable in
accordance  with  their  respective  terms.

     Section  7.3   Issuance  of  BTI  Stock.
                    -------------------------
     BTI has full power and authority to issue the BTI Stock to the Shareholders
under this  Agreement.  When issued,  the BTI Common  Stock will  be fully paid,
nonassessable, each share entitled to one (1) vote, free and clear of all liens,
mortgages,  pledges,  security  interests,   restrictions,  prior   assignments,
encumbrances  and claims  of any  kind or nature whatsoever, except as otherwise
se t forth on  Schedule 7.3  and  each  share  shall  be  registered  and  fully
transferable in the public  market  in compliance with  all securities  laws and
regulations.


<PAGE>
     Section  7.4   Financial  Statements.
                    ----------------------
     BTI has  delivered  to MRG the  following audited  financial statements for
years  ending  December  31,  1997  and  through  June  30,  1998:

     (a)     Balance  Sheet
     (b)     Statement  of  Income
     (c)     Statement  of  Shareholders'  Equity

     All such  financial reports  are true and  complete as of  their respective
dates, and have been prepared in accordance  with generally  accepted accounting
principles and practices consistently applied,  except as otherwise indicated in
the notes thereto.  Each such report sets forth fairly and accurately  as of its
date BTI's financial condition, results of operations and assets and liabilities
for the period  then ended.  Except  as set forth  on Schedule 7.4,  on the date
hereof and as  of the  Effective Date  there is  and will have  been no material
adverse  change  in  the  condition  of  BTI  since  June  30,  1998.

     Section  7.5   Litigation.
                    ----------
     Except as set forth on Schedule 7.5,  as of the Effective Date there are no
claims, actions,  investigations,  suits or proceedings pending before any court
or governmental agency,  authority or body and,  to the best of the knowledge of
BTI, there are no such actions,  suits or proceedings threatened or contemplated
by any  third party  which would  materially  and adversely  affect the business
operations,  properties,  assets  or  conditions  of BTI.  Neither  BTI  nor its
business and assets are subject to or directly affected by any order,  judgment,
decree or  ruling  of any  court or  governmental  agency,  except  any  of  the
foregoing as they may be of general  application to  businesses similar  to that
conducted  by  BTI.

     Section  7.6   No  Conflict  With  Other  Instruments.
                    ---------------------------------------
     As of the Effective Date, the consummation of the transactions contemplated
by this Agreement will not result  in the breach of any  term or provision of or
constitute a  default under  any indenture,  mortgage,  deed of trust,  or other
material  agreement  or  instrument  to  which  BTI  is  a  party.

     Section  7.7   Employee  Relations.
                    --------------------
     Except  as set  forth  in  Schedule 7.7,  BTI  has  no  written  employment
agreements,  collective  bargaining agreements,  retirement,  welfare,  pension,
profit  sharing,  compensation,  bonus,   hospitalization,  vacation   or  other
Employee  benefit   plan,  practice,  agreement  or  undertaking,  and  no  oral
employment contracts  obligating BTI beyond the minimum  requirements imposed on
an employer  under applicable  state or  federal law.  Except as  set  forth  on
Schedule 7.7,  BTI has not ceased operation at any facility or withdrawn from or
terminated any  pension plan  or other  employee benefit plan  in a manner which
could subject it to liability under the  Employee Retirement Income Security Act
of  1974,  as  amended  ("ERISA").

     Section  7.8   Liabilities  and  Contractual  Commitments.
                    -------------------------------------------
     Except as reflected on the financial statements listed in Section 7.4 or in
any other schedule  or exhibit to,  or provisions of  this Agreement,  and other
than open purchase  orders and other  obligations entered  into in  the ordinary
course  of  business,   BTI  has  no  undisclosed  liabilities   or  contractual
commitments, whether accrued,  absolute,  contingent or otherwise,  to any third
party or any  shareholder,  director or  employee of BTI,  other than  those set
forth  on  Schedule  7.8.

     Section  7.9   Tax  Payments.
                    -------------
     BTI has timely filed all federal,  state and local  tax Returns required to
be filed as  of the  date of this Agreement  and shall timely  file all  of such
returns as of the Effective Date,  and has fully  paid or  shall pay  all taxes,
penalties and interest reflect on such returns or otherwise owing for the period
covered  thereby,  except as set  forth in  Schedule 7.9.  At the Effective Date
there shall be no federal,  state or local taxes due and payable with respect to
the business and assets of BTI with  respect to any tax  reporting period ending
on or before the Effective Date.  Adequate accruals  shall have been established
on the books of BTI prior to the Effective Date for all federal, state and local
taxes (including  taxes,  if  any,  incurred  by  BTI  in  connection  with  the
transactions contemplated in this Plan and Agreement of Merger) accrued prior to
the Effective Date but unpaid.  No extension of time for the assessment of taxes
by any taxing authority having  jurisdiction over BTI is in effect,  and BTI has
no knowledge of any unassessed tax deficiency proposed or threatened against it.


<PAGE>
     Section  7.10   Insurance;  Claims.
                     ------------------
     BTI  has  maintained  and  now  maintains  in full  force and  effect valid
policies of fire  and extended coverage  casualty insurance  with respect to its
assets,  as  well  as  valid  policies  of  public  liability  and  unemployment
compensation  insurance  with  respect to  its business,  in the  amounts  as is
usually  carried  by companies  engaged  in  similar businesses  and  owning  or
operating  similar properties,  all such policies  being  set forth  on Schedule
7.10.  All claims  filed  by  BTI under  any such  policies,  including  without
limitation workers' compensation,  automobile, and general and product liability
claims,  are  set  forth  on  Schedule  7.10.

     Section  7.11   Equipment  Leases;  Title  to  Properties.
                     ------------------------------------------
     BTI  has and  on the  Effective Date  will have  leases  for  all  personal
property of which it is the lessee. All such personal property leases are listed
on Schedule 7.11.  Furthermore,  BTI has and on the  Effective Date will have to
the best of  its knowledge  good and  marketable title  to all of the equipment,
merchandise, inventory, materials, supplies,  assets and other property of every
kind,  tangible  or intangible,  used in its business  and/or contained  in  its
offices, plants and other facilities or shown as assets in its records and books
of account,  free and  clear of all  material liens,  encumbrances  and  charges
except  as  set  forth  on  Schedule  7.11

     Section  7.12   Real  Property;  Leases  and  Contingent  Obligations.
                     -----------------------------------------------------
     As of the Effective Date,  BTI does not own  (and,  except as set  forth on
Schedule 7.12, never has owned) any land or buildings, and is not subject to any
liens,  claims or  encumbrances with  regard to any land  or buildings.  BTI has
no leases under which it is entitled to occupy and use in its business. All real
property leases  and contracts to which  BTI is a party or  by which it is bound
are  set  forth  on  Schedule  7.12.

     Section  7.13   Licenses  and  Permits;  Government  Approvals.
                     -----------------------------------------------
     To the extent required by the laws, rules and regulations of any applicable
jurisdiction with which it is required to comply in connection with its business
operations, BTI has or  will have  as of  the Effective  Date  all  governmental
licenses, permits, approvals and permissions, necessary to conduct such business
operations as they are now conducted or will be  conducted under this Agreement.
All such licenses,  permits,  approvals  and permissions are  listed on Schedule
7.13.  BTI has  no knowledge  of any violations  of law,  governmental  rules or
regulations,  applicable to the operation or BTI business,  and has not received
any notice that the licenses,  permits and approvals under which it operates its
business  are  insufficient  to  permit  such  business  to  continue after  the
Effective Date in the same manner and form as it operates on the Effective Date.


<PAGE>
     Section  7.14   Hazardous  Substances  and  Hazardous  Wastes.
                     ---------------------------------------------
     Except  as  set  forth  on  Schedule  7.14:

     (a)     Hazardous  Materials  Disposal  or  Release.   BTI  does  not  have
knowledge of any presence,  disposal,  releases,  or threatened  releases of any
hazardous or toxic substance, material or waste which is regulated by any local,
state or federal  governmental  authority  (collectively, "Hazardous Materials")
on, from or  under  any of  the leased  properties  of BTI  in violation  of any
applicable law.  The terms "disposal",  "release" and "threatened release" shall
have  the  definitions  assigned  to  them  by  the  Comprehensive Environmental
Response, Compensation and Liability  Act of  1980, 42 U.S.C.,  Section 9601, et
seq.,  as  amended.

     (b)     Hazardous Materials  Use or Storage.  During th e time that BTI has
leased its properties, to the best of BTI's knowledge, neither BTI nor any third
party has used, generated,  manufactured,  or stored on,  under,  or about,  the
properties or transported to or from such properties, any Hazardous Materials in
violation  of  any  applicable  law  or  regulation.

     Section  7.15   Brokerage  and  Finder's  Fees.
                     -------------------------------
     There is no broker, investment banker or finder involved on behalf of or by
BTI or  any of its officers  or directors,  in connection  with the  transaction
contemplated under this Agreement.  To the extent of any such claims contrary to
this  representation,  BTI  shall  be  responsible  for  same.


<PAGE>
                                  ARTICLE  VIII

                         COVENANTS  AND  AGREEMENTS  OF  BTI
                         -----------------------------------

     BTI hereby covenants and agrees to the following,  the fulfillment  of each
of which  shall constitute  a condition  precedent  to the  obligations  of  MRG
hereunder.

     Section  8.1   Corporate  Existence,  Rights  and  Franchises.
                    -----------------------------------------------
     Between the  date hereof  and  the  Effective  Date,  BTI  shall  take  all
necessary actions to keep  in full force  and  effect  its corporate  existence,
rights and  franchises.  BTI shall  by the  Effective Date have changed its name
from  "Bactrol Technologies, Inc."  to  "Military Resale Group, Inc."  and shall
change  its  domicile  from  the  State  of  New  York to the State of Delaware.

     Section  8.2   Access  and  Information.
                    -------------------------
     BTI will afford to MRG, its counsel,  accountants and other representatives
reasonable access to the books, records,  and assets of BTI and shall furnish to
MRG and  its counsel,  accountants,  and other  representatives  all information
which  MRG  may  reasonably  request.

                                   ARTICLE  IX

                    CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  BTI
                    -----------------------------------------------

     The Closing shall not take place unless all of the following conditions not
waived by BTI have been fulfilled before, or will be fulfilled on, the Effective
Date.

     Section  9.1   Correctness  of  Representations  and  Warranties.
                    --------------------------------------------------
     All the representations and warranties  of MRG contained in  this Agreement
shall be true and accurate  in all material respects  on the Effective Date with
the same material  effect as if made  on the Effective Date,  and BTI shall have
received a certificate  to that effect  dated the Effect4ve Date and executed by
the  President  of  MRG.


<PAGE>
     Section  9.2   Performance  of  Covenants  and  Agreements.
                    -------------------------------------------
     All  of the covenants and agreements of MRG contained in this Agreement and
required  to be performed before the Effective Date shall have been performed in
all  material respects, and BTI shall have received a certificate to that effect
dated  the  Effective  Date  executed  by  the  President  of  MRG.

     Section  9.3   Approvals.
                    ---------
     (a)     Shareholders.  This Plan  and Agreement  of Merger  shall have been
duly approved by the vote of the Shareholders  in accordance with applicable law
and  the  Articles  of  Incorporation  and  Bylaws  of  MRG.

     (b)     Third Parties;  Regulatory Bodies.  All notices to, declarations of
filing with and authorizations, consents,  orders,  registrations,  or approvals
("Approvals") from,  third parties  and governmental  agencies  (copies of which
shall be provided to the other parties)  required  to complete  the transactions
contemplated or planned pursuant to this  Agreement or necessary  to maintain in
full force and effect all agreements under which  MRG operates or is bound shall
have  been  delivered,  made  or  obtained.

     (c)     Company Board of Directors.  All action required to be taken by the
Board of Directors of MRG  to authorize the execution,  delivery and performance
of this  Agreement  and the  completion of the  transactions planned  under this
Agreement  have  been  duly  and validly taken by the Board of Directors of MRG.

     Section  9.4   Delivery  of  Documents  by  MRG.
                    --------------------------------
     BTI shall have received on  or prior to  the Effective  Date copies  of all
stock  books,  minute books, tax  returns,  financial records,  and all material
agreements, records and documents pertaining to the business and organization of
MRG.

     Section  9.5   Adverse  Changes.
                    -----------------
     No material adverse changes shall have occurred in the financial condition,
working capital, assets, liabilities, reserves,  business, sales, customer list,
operations,  or prospects  or MRG  since the  date of  the financial  statements
contained  in  Schedule  5.4.

     Section  9.6   No  Governmental  Proceeding  or  Litigation.
                    --------------------------------------------
     No  suit,  action,  investigation,  inquiry  or  other  proceeding  by  any
governmental body has been instituted or threatened which questions the validity
or legality  of  the transactions  planned  under  this Agreement  or which,  if
successfully asserted,  would otherwise have  a material  adverse effect  on the
conduct of  MRG's business  assets or on  its properties,  or would  impose  any
material imitation on the  ability of BTI effectively to exercise full rights of
ownership  of  MRG  or  the  assets  or  business  of  MRG.


<PAGE>
                                    ARTICLE  X

                 CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  MRG
                 -----------------------------------------------

     The Closing shall not take place unless all of the following conditions not
waived by MRG have been fulfilled before, or will be fulfilled on, the Effective
Date:

     Section  10.1   Correctiveness  of  Representations  and  Warranties.
                     -----------------------------------------------------
     All the representations and  warranties of BTI contained  in this Agreement
shall be true and  accurate in all material  respects on the Effective Date with
the same material  effect as if made on  the Effective Date,  and MRG shall have
received a certificate to that effect dated  the Effective Date  and executed by
the  President  of  BTI.

     Section  10.2   Performance  of  Covenants  and  Agreements.
                     --------------------------------------------
     All of the covenants and agreements  of BTI contained in this Agreement and
required to be performed before the Effective Date  shall have been performed in
all material respects,  and MRG shall have received a certificate to that effect
dated  the  Effective  Date  executed  by  the  President  of  BTI.

     Section  10.3   Resolutions  of  BTI.
                     --------------------
     All action  required  to be  taken  by the  Board  of Directors  of  BTI to
authorize the execution,  delivery and  performance  of this  Agreement  and the
completion of the  transaction planned  under this Agreement  have been duly and
validly  taken  by  the  Board  of  Directors  of  BTI.

     Section  10.4   Approvals.
                     ---------
     The requisite approval  of the Shareholders of BTI  has been obtained,  and
the other notices, declarations, filings, authorizations,  consents, orders, and
approvals referred to in Section 9.3  (copies of which shall be  provided to the
other  parties)  have  been  delivered,  made  or  obtained.

     Section  10.5   Adverse  Changes.
                     ----------------
     No material adverse changes shall have occurred in the financial condition,
working  capital,  assets,  liabilities,  reserves,  business,  operations,   or
prospects of BTI   taken as a whole since the date of BTI's financial statements
listed  in  Schedule  7.4.


<PAGE>
     Section  10.6   No  Governmental  Proceeding  or  Litigation.
                     --------------------------------------------
     No  suit,  action,  investigation,  inquiry  or  other  proceeding  by  any
governmental body has been instituted or threatened which questions the validity
or legality  of the  transactions  planned  under this  Agreement  or which,  if
successfully  asserted, would  otherwise have a material  adverse effect  on the
conduct of BTI's business assets or on its properties.  MRG shall cooperate with
BTI  in using  their  reasonable  efforts  to  satisfy  any  such  condition  to
completion  of  the  Merger.

     Section  10.7   Affirmative  Action  By  BTI.

     On  or  prior  to  closing  BTI  shall  have  completed  the  following:

          (1)     Filed  with  and  obtained  the approval of the Securities and
Exchange  Commission  ("SEC")  re  Form  10;
          (2)     Be  in  full  compliance  with  all  SEC  requirements;
          (3)     Completed  the 20 for 1 reverse  split with  less than 600,000
shares  issued  and  outstanding;
          (4)     Registered  with  the  State  of  New York  and/or  any  other
appropriate  regulator  to sell  up to  2,000,000 freely  tradable shares of its
stock;  (5) Sold a  minimum of  500,000 shares  of stock and have  in escrow  at
least $220,000 after  offering expenses;  and (6) Filed with the NASDAQ the Form
15c-2-11  and  taken  any  other  steps  so  that  its  stock  is trading on the
NASDAQ-OTC.


<PAGE>
                                   ARTICLE  XI

                                   TERMINATION
                                   -----------

     In the event that either BTI  or MRG shall refuse to close the transactions
contemplated  in  this  Agreement  by  reason  of  the failure  of any condition
precedent  to  closing  set  forth in  Articles IX and X  absent  waiver  by the
applicable party thereunder), then  this Agreement  shall terminate  and neither
party shall have any obligation or liability to the other hereunder by reason of
any provision hereof  or any actions  taken in contemplation  or anticipation of
the  Closing.

                                   ARTICLE  XII

                                 INDEMNIFICATION
                                 ---------------

     Section  12.1   Indemnification  by  BTI.
                     -------------------------
     From  and after  the Closing,  BTI and  its successors  and  assigns  shall
indemnify and hold MRG and its directors, officers,  employees, agents, counsel,
assigns or  representatives  harmless  from  and  against  any and  all  losses,
liabilities, obligations,  damages (whether actual,  punitive or consequential),
deficiencies,  costs or expenses  (including interest,  penalties and reasonable
attorney's fees and disbursements), arising from, asserted against or associated
with:

          (a)     a breach of any representation or warranty made by BTI herein;
          (b)     failure  by   BTI  to  perform  any  covenant,  obligation  or
agreement  made  herein;  or
          (c)     the  past,  present  or  future  operations  of  BTI.

     Section  12.2   Indemnification  by  Guy  Gallucio.
                     -----------------------------------
     Guy Gallucio,  together with BTI,  jointly and severally indemnify,  defend
and hold harmless MRG and its directors, officers,  employees, agents,  counsel,
successors  and  assigns  from  and  against losses,  liabilities,  obligations,
damages (whether  actual,  punitive  or consequential),  deficiencies,  costs or
expenses,  including  without  limitation  interest,  penalties  and  reasonable
attorneys'  fees and  disbursements  (the "Indemnifiable Items")  of any  of the
foregoing  persons or  entities,  arising from,  asserted against  or associated
with:

          (a)     a breach of any representation or warranty made by BTI herein;
          (b)     failure  by  BTI  to  perform  any  covenant,   obligation  or
agreement  made  herein;  or
          (c)     the  past  operations  of  BTI,  including but not limited  to
any  property  or  other  taxes  owing  by  BTI  due  to BTI's prior operations.

     Section  12.3   Termination  of  Indemnification.
                     --------------------------------
     An Indemnified Party shall not be entitled to indemnification for any loss,
damage or expense  unless the  right  to such indemnification  is asserted on or
before the fifth  anniversary of  the date of the Closing,  except that if there
then shall be pending any such assertion, dispute,  claim,  proceeding or action
under this Agreement,  the Indemnified Party shall continue to have the right to
indemnification   with  respect  to  such  pending  assertion,  dispute,  claim,
proceeding  or  action.


<PAGE>
                                  ARTICLE  XIII

                            MISCELLANEOUS  PROVISIONS
                            -------------------------

     Section  13.1   Application.
                     -----------
     This Agreement shall be construed  and enforced in accordance with the laws
of the  State of Maryland, except as  to any  technical New York  requirement of
corporate  merger  pertaining  to  BTI.

     Section  13.2   Notices.
                     -------
     All notices,  requests,  demands and  other communications  called  for  or
contemplated hereunder shall be in writing and shall be deemed to have been duly
given when (I) hand delivered; (ii) sent by telegram, telecopier,  telex or wire
following by confirmatory letter; or  (iii) sent  by United States  certified or
registered mail, postage prepaid, addressed to the parties,  their successors in
interest,  or  their assignees  at  the following  addresses  (or at  such other
addresses  as  the  parties  may  designate  by  like  written  notice):

          BTI:                 Mr.  Guy  Galucio
                               1109  North  21st  Avenue
                               Suite  120
                               Hollywood,  FL  33020
                               Telephone  (954)  923-6002
                               Facsimile  (954)  923-6141

          MRG:                 Ethean  Hokin,  President
                               2517  Durango  Drive
                               Colorado  Springs,  CO  80910
                               Telephone  (719)  391-4564
                               Facsimile  (719)  391-4565

     with  a  copy  to:         Richard  H.  Tanenbaum,  Esq.
                               7315  Wisconsin  Avenue
                               Suite  775  North
                               Bethesda,  MD  20814
                               Telephone  (301)  951-1585
                               Facsimile  (301)  951-1525


<PAGE>
      Section  13.3   Payment  of  Expenses.
                      ---------------------
      Each party shall  pay all fees and  expenses incurred by  it in connection
with the preparation,  negotiation,  execution,  delivery and completion of this
Agreement  and  the  transactions  contemplated  hereunder.

     Section  13.4   Assignment.
                     ----------
     This Agreement  shall  not be assignable  by any party  without the written
consent  of  the  other  party  hereto.

     Section  13.5   Amendment  and  Waiver.
                     ----------------------
     Subject to the applicable law, this Agreement may be amended, modified, and
supplemented at any time prior to or at the closing, whether before or after the
votes of the shareholders of MRG and BTI,  by written agreement  approved by the
Board of Directors of BTI and MRG; provided,  however,  that  after the votes of
shareholders of  and MRG  no such amendment,  modification or  supplement may be
made which in any  way materially  adversely affects  the rights of any class of
shareholders without a further vote by the affected shareholders to approve such
amendment,  modification  or  supplement.

     The conditions to each of the parties' obligations to consummate the Merger
are for the sole benefit of such party  and may be waived by such party in whole
or in part to the extent permitted by applicable law;  provided,  however,  that
any  waiver  by  a  party  must  be  in  writing.

     Section  13.6   Survival  of  Representations  and  Warranties.
                     ----------------------------------------------
     All representations  and warranties  made hereunder  by the  parties hereto
shall survive the Closing and any investigation at any time made by or on behalf
of the parties hereto.  All representations and warranties herein which are made
to the best knowledge of  a party shall require that  such party make reasonable
investigation and inquiry with respect  thereto to ascertain the correctness and
validity  thereof.


<PAGE>
     Section  13.7   Counterparts.
                     ------------
     This Agreement may be executed in one  or more counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the  same  instrument.

     Section  13.8   Captions.
                     --------
     Captions used herein are for  convenience of reference only;  such captions
are  not  a  part  hereof  and  shall  not be used in construing this Agreement.

     Section  13.9   References  to  Sections.
                     ------------------------
     References   to  articles  and  sections  herein  include  all  subsections
subsidiary  to  the  sections  referred  to.

     Section  13.10   Entire  Agreement.
                      -----------------
     This Agreement contains  the entire agreement  of the parties regarding the
subject matter hereof.  It supersedes any and all  other agreements, either oral
or in writing,  between the parties hereto with respect to the subject matter of
this  Agreement.  Each  party   to   this   Agreement   acknowledges   that   no
representations,  inducements,  promises or agreements,  oral or otherwise, have
been made by any party,  or anyone acting on behalf  of any party, which are not
embodied herein, and that no other agreement,  statement or promise with respect
to the subject  matter hereof not  contained in this Agreement shall be valid or
binding.

     Section  13.11   Word  Meanings.
                      --------------
     Any reference herein to the singular form of a word shall include reference
to the plural form thereof,  and any  reference herein  to the  plural form of a
word shall include  reference to the  singular form thereof,  as the context may
require. Words such as "herein", "hereinafter", "hereof",  and "hereunder" refer
to this  Agreement  as a whole  arid not merely  to a subdivision  in which such
words  appear  unless  the  context  otherwise  requires.

     Section  13.12   Exhibits,  Schedules  and  Attachments.
                      --------------------------------------
     Each exhibit,  schedule and  attachment to  this Agreement  is incorporated
herein  by  reference  for  all  purposes.

     Section  13.13   Further  Assurances,  Documents.
                      --------------------------------
     Each party hereto agrees to  use their best efforts  to perform any further
act, to cooperate  with the other  parties and to execute,  deliver and file any
further documents and instruments  that may be reasonably necessary to carry out
the provisions of  this Agreement  and the  transactions  contemplated hereby as
soon  as  reasonably  practicable.


<PAGE>
     IN WITNESS WHEREOF,  the parties have executed  or caused this Agreement to
be  signed  by their  respective  duly  authorized officers  on the  date  first
mentioned  above.


ATTEST:                                BACTROL  TECHNOLOGIES,  INC.

 /s/  Alan  Finfer
-------------------------------        BY:  /s/  Guy  Gallucio
                                          -----------------------------
Secretary                                 President

(Corporate  Seal)


ATTEST:                                MILITARY  RESALE  GROUP,  INC.


                                       BY:  /s/  Ethean  D.  Hokin
------------------------------            ------------------------------
Secretary                                 President

(Corporate  Seal)

WITNESS:

                                          /s/  Guy  Gallucio
------------------------------            ------------------------------
                                          GUY  GALLUCIO


<PAGE>