STOCK PURCHASE AND SUBSCRIPTION AGREEMENT
                    -----------------------------------------

THIS  STOCK  PURCHASE AND SUBSCRIPTION AGREEMENT, dated as of April, 1999, is by
and  among  CTI Acquisition Corporation, a Washington corporation ("Purchaser"),
Upgrade  International  Corporation,  a  Nevada  corporation  ("Upgrade"),  and
Centurion  Technologies,  Incorporated  ("Centurion"  or the "Company"), John A.
French  ("French"  or  a  "Shareholder"), Robert D. Highley, MD ("RHighley" or a
"Shareholder"),  Dale D. Smith ("Smith" or a "Shareholder"), David J. Lee ("Lee"
or  a  "Shareholder"),  Edward P. Rich ("Rich" or a "Shareholder"), Brandon Gary
("Gary"  or  a "Shareholder"), Perry B. Highley ("PHighley" or a "Shareholder"),
James  Feely  ("Feely"  or  a  "Shareholder"),  Celia  Gainer  ("Gainer"  or  a
"Shareholder"),  Ron  Coulter  ("Coulter"  or a "Shareholder"), Catharine Peters
("CPeters"  or  a "Shareholder"), Gilbert Peters ("GPeters" or a "Shareholder"),
Kari  J. Vitkainen ("Vitkainen" or a "Shareholder"), John Springett ("Springett"
or  a  "Shareholder"),  Jon  Fleming ("Fleming" or a "Shareholder"), and Cardiac
Dimensions,  Inc.,  a                 corporation  ("Cardiac  Dimensions"  or  a
                      ---------------
"Shareholder,"  and  with  French,  RHighley,  Smith, Lee, Rich, Gary, PHighley,
Feely, Gainer, Coulter, CPeters, GPeters, Vitkainen, Springett, and Fleming, the
"Shareholders").

                                    RECITALS
                                    --------

     WHEREAS,  the  Shareholders  own  all of the issued and outstanding capital
stock  of  the  Company;  and

     WHEREAS, the Shareholders and Abacus Capital L.L.C. ("Abacus") have entered
into  a Letter of Intent dated September 23, 1998 (the "Letter of Intent"), with
respect  to  the  acquisition  by Abacus or its assigns of 60% of the issued and
outstanding  stock  of  the  Company;  and

     WHEREAS,  Abacus  has  assigned  its  rights  under the Letter of Intent to
Upgrade  pursuant to a letter agreement between Abacus and Upgrade dated January
22,  1999  (the  "Assignment  Letter"),  pursuant  to which Upgrade, through the
Purchaser, its wholly-owned subsidiary, intends to acquire 50% of the issued and
outstanding  shares of stock of the Company and Abacus will acquire 10% (or such
lesser  amount  as  shall be agreed by Abacus and the Shareholders) of the total
issued  and  outstanding  shares  of  stock  of  the Company, upon the terms and
subject  to  the  conditions  set  forth  in  this  Agreement;  and

     WHEREAS,  the  Shareholders desire that the Purchaser and Abacus enter into
the  transactions  contemplated herein, on the terms and conditions set forth in
this  Agreement;

     NOW, THEREFORE, in consideration of the premises and mutual promises herein
made,  and  in  consideration  of the representations, warranties, and covenants
herein  contained,  the  Parties  agree  as  follows.


<PAGE>
     1.     DEFINITIONS.
            -----------

     "Adverse  Consequences"  means  all  charges,  complaints,  actions, suits,
      ---------------------
proceedings,  hearings,  investigations,  claims,  demands,  judgments,  orders,
decrees,  stipulations,  injunctions,  damages,  dues,  penalties, fines, costs,
amounts  paid  in  settlement,  Liabilities,  Obligations, Taxes, liens, losses,
expenses,  and  fees,  including  all  attorneys'  fees  and  court  costs.

     "Affiliate"  has  the  meaning  set  forth in Rule 12b-2 of the regulations
      ---------
promulgated  under  the  Securities  Exchange  Act  of  1934,  as  amended.

     "Affiliated  Group"  has  the  meaning  set  forth  in  Code  Sec. 1504(a).
      -----------------

     "Applicable  Rate"  means  the  announced prime rate in effect from time to
      ----------------
time  at  Bank  of  America  or  any  successor  thereto.

     "Basis"  means  any  past or present fact, situation, circumstance, status,
      -----
condition,  activity,  practice,  plan,  occurrence,  event,  incident,  action,
failure  to  act,  or  transaction  that  forms  or could form the basis for any
specified  consequence.

     "Purchaser"  has  the  meaning  set  forth  in  the  preface  above.
      ---------

     "Closing"  has  the  meaning  set  forth  in  Sec.  3(a)  below.
      -------

     "Closing  Date"  has  the  meaning  set  forth  in  Sec.  3(a)  below.
      -------------

     "Code"  means  the  Internal  Revenue Code of 1986, as amended from time to
      ----
time.

     "Company"  has  the  meaning  set  forth  in  the  preface  above.
      -------

     "Company Share" means any share of capital stock of the Company acquired by
      -------------
Purchaser  hereunder.

     "Confidential  Information"  means  any information concerning the business
      -------------------------
and  affairs  of  the  Company  which  is  proprietary  to  the  Company.

     "Disclosure  Schedule"  has  the  meaning  set  forth  in  Sec.  4  below.
      --------------------

     "Employee  Benefit  Plan" means a qualified defined contribution retirement
      -----------------------
plan  or  arrangement,  which  is  a Code Section 401(k) Plan  or a Company,  or
Sellers provided  retirement  plan.

     "Employee  Pension  Benefit  Plan"  has the meaning set forth in ERISA Sac.
      --------------------------------
3(2).


                                      -2-
<PAGE>
     "Employee  Welfare  Benefit  Plan"  has the meaning set forth in ERISA Sec.
      --------------------------------
3(1).

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

     "Extremely  Hazardous  Substance"  has the meaning set forth in Sec. 302 of
      -------------------------------
the  Emergency  Planning  and  Community  Right-to-Know  Actor 1986, as amended.

     "Fiduciary"  has  the  meaning  set  forth  in  ERISA  Sec.  3(21).
      ---------

     "Financial  Statement"  has  the  meaning  set  forth  in  Sec.  4h  below.
      --------------------

     "GAAP"  means  United States generally accepted accounting principles as in
      ----
effect  from  time  to  time.

     "Indemnified  Party"  has  the  meaning  set  forth  in  Sec.  9  below.
      ------------------

     "Indemnifying  Party"  has  the  meaning  set  forth  in  Sec.  9  below.
      -------------------

     "Intellectual  Property"  means  all  (a)  trademarks, service marks, trade
      ----------------------
dress,  Iogos,  trade  names,  and  corporate  names  and  registrations  and
applications  for  registration  thereof,  (b) copyrights and registrations, and
applications  for  registration  thereof,  (c) mask works and registrations, and
applications  for  registration  thereof,  (d)  computer  software,  data,  and
documentation,  (e)  trade  secrets  and  confidential  business  information
(including  ideas,  formulas,  compositions,  Inventions  (whether patentable or
unpatentable  and  whether  or not reduced to practice), know-how, manufacturing
and  production processes and techniques, research and development, information,
drawings,  specifications,  designs,  plans,  proposals,  technical  data,
copyrightable  works,  (f) other proprietary rights, and (g) copies and tangible
embodiments  thereof  (in  whatever  form  or  medium).

     "Knowledge  or  Known"  means what a reasonable person would or should know
      --------------------
after  reasonable  investigation  and  due  inquiry  with  respect  thereto.

     "Liability"  means  any  liability, Known or unknown at the time of Closing
      ---------
(whether absolute or contingent, whether liquidated or unliquidated, and whether
due  or  to  become  due),  including  any  liability  for  Taxes.

     "Most  Recent  Balance  Sheet" means the balance sheet dated March 31, 1999
      ----------------------------
contained  within  the  Most  Recent  Financial  Statements.

     "Most  Recent  Financial  Statements"  has the meaning set forth in Sec. 4h
      -----------------------------------
below.

     "Most  Recent Fiscal Month End" has the meaning set forth in Sec. 4h below.
      -----------------------------

     "Most  Recent  Fiscal Year End" has the meaning set forth in Sec. 4h below.
      -----------------------------


                                      -3-
<PAGE>
     "Multi-employer  Plan"  has  the  meaning  set  forth  in ERISA Sac. 3(37).
      --------------------

     "Ordinary  Course  of  Business"  means  the  ordinary  course  of business
      ------------------------------
consistent with past custom and practice (including with respect to quantity and
frequency).

     "Parties"  has  the  meaning  set  forth  in  the  preface  above.
      -------

     "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation.
      ----

     "Prohibited  Transaction"  has  the meaning set forth in ERISA Sec. 406 and
      -----------------------
Code  Sec.  4975.

     "Purchase  Price"  has  the  meaning  set  forth  in  Sec.  2(b)  below.
      ---------------

     "Reportable  Event"  has  the  meaning  set  forth  in  ERISA  Sec.  4043.
      -----------------

     "Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.
      ---------------

     "Security  Interest"  means  any  mortgage,  pledge,  security  interest,
      ------------------
encumbrance,  charge,  or  other lien, other than: (a) mechanic's, materialmen's
                                       ----------
and similar liens arising by operation of law in the ordinary course of business
with  respect to obligations not yet delinquent, (b) liens for Taxes not yet due
and  payable,  (c)  liens  arising  under  worker's  compensation,  unemployment
Insurance,  social  security,  retirement,  and  similar  legislation,  (d)liens
arising  in  connection with sales of foreign receivables, (e) liens on goods in
transit  incurred  pursuant to documentary letters of credit, (f) purchase money
liens  and  liens securing rental payments under capital lease arrangements, and
(g)other  liens  arising  in the Ordinary Course of Business and not incurred in
connection  with  the  borrowing  of  money.

     "Shareholder(s)"  has  the  meaning  set  forth  in  the  preface  above.
      --------------

     "Subsidiary"  means any corporation with respect to which another specified
      ----------
corporation  has the power to vote or direct the voting of sufficient securities
to  elect  a  majority  of  the  directors.

     "Tax"  means  any federal, state, local, or foreign income, gross receipts,
      ---
license,  payroll,  employment,  excise,  severance,  occupation,  premium,
environmental  (including  taxes  under  Code Sac. 59A), customs duties, capital
stock,  franchise,  profits,  withholding,  social  security  (or  similar),
unemployment,  disability,  real  property,  personal  property,  sales,  use,
transfer,  registration,  value added, alternative or add-on minimum, estimated,
or  other  tax  of  any  kind  whatsoever,  including  any interest, penalty, or
addition  thereto,  whether  disputed  or  not.


                                      -4-
<PAGE>
     "Tax  Return"  means  any return, declaration, report, claim for refund, or
      -----------
information  return  or  statement  relating to Taxes, including any schedule or
attachment  thereto,  and  including  any  amendment  thereof.

     2.     PURCHASE  AND  SALE  OF  COMPANY  SHARES
            ----------------------------------------

          a.   Subscription for Shares. Subject to the terms and conditions of
               -----------------------
this Agreement, on the Closing Date, Purchaser shall subscribe for and be issued
by  the  Company  Five  Million  (5,000,000)  shares  of the common stock of the
Company  (the  "Company  Shares"), which shall constitute fifty percent (50%) of
the  total  issued and outstanding stock of the Company (including shares issued
to  Abacus  or  any  other  shareholder  in  connection  with this transaction).

          b.   Consideration;  Payment.  The  purchase  price  for the Company
               -----------------------
Shares  shall  be  up to Three Million Dollars ($3,000,000), payable as follows:

               (i) One Million Dollars ($1,000,000) will be paid by the delivery
               of and performance under and pursuant to the terms and conditions
               of a Promissory Note in substantially the form attached hereto as
               Exhibit 2b(i) (the "Purchase  Note") to be executed and delivered
               by  Purchaser in favor of the  Company.  All amounts  advanced by
               Upgrade to the  Company  prior to the  Closing  shall be credited
               against amounts due under the Purchase Note. All amounts advanced
               shall be disbursed by Jerry L. Smith ("Smith") in accordance with
               the  provisions  of section 7(c) hereto.  Upgrade has  previously
               advanced  $150,000 to the Company and shall advance an additional
               $100,000  at  Closing.  Upgrade  shall  deliver to the Company at
               Closing the Promissory Note of the Company dated February 4, 1999
               in the  principal  amount  of  $100,000,  and shall  release  the
               security therefor.

               (ii) During the second twelve month period  following the Closing
               Date,  Upgrade will use its best efforts to enable the Company to
               raise up to Two Million Dollars  ($2,000,000) (the "Raise").  The
               Raise may be in either the form of debt or equity  securities  of
               the Company,  in Upgrade's sole  discretion,  provided,  however,
               that the Raise shall not result in dilution to the  Shareholders,
               except as set forth in subsection  (iii) below.  The Shareholders
               covenant  and  agree to  cooperate  with and to take all  actions
               necessary  or  appropriate  to  enable  Upgrade  to  fulfill  its
               obligations under this paragraph.

               (iii)  In the  event  that the  Raise  is in the form of  equity,
               Upgrade shall have the right, in its sole discretion, to exchange
               with the Shareholders,  on a pro rata basis, shares of Upgrade to
               the extent necessary to allow Upgrade to maintain at least a 50%


                                      -5-
<PAGE>
               ownership interest in the Company. For purposes of such exchange,
               shares  of  the  Company  t,  hall  be  valued   using  a  market
               capitalization of Five Million Dollars ($5,000,000) and shares of
               Upgrade shall be valued by averaging the closing  between the bid
               and the ask price for the 20 trading  days  immediately  prior to
               such exchange.

     3.     CLOSING.  The  closing  of  the  transactions  contemplated  by this
            -------
Agreement  (the  "Closing")  shall take place at the offices of Monahan & Biagi,
P.L.LC.  in  Seattle,  Washington commencing at 11:00 a.m. local time on May 12,
1999 or such other date, time or place as the Parties may mutually determine and
agree  to  (the  "Closing  Date").

     4.     REPRESENTATIONS  AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS.
            -------------------------------------------------------------------
The  Company  and the Shareholders, jointly and severally, represent and warrant
to  the  Purchaser  and Upgrade that the statements contained in this Sec. 4 are
correct  and  complete as of the date hereof and will be correct and complete as
of  the  Closing  Date,  except as set forth in the Disclosure Schedule attached
hereto.  Nothing in the Disclosure Schedule shall be deemed adequate to disclose
an  exception  to  a representation or warranty made herein, however, unless the
Disclosure Schedule identifies the exception and the representation and warranty
to  which  it  relates  with  reasonable  particularity.  Without  limiting  the
generality of the foregoing, the listing (or inclusion of a copy) of a document,
or  reference  to  a document, as an exhibit, schedule or otherwise part of this
Agreement,  may  not  be  deemed  adequate  to  disclose  an  exception  to  a
representation  or  warranty  made herein (unless the representation or warranty
has to do with the existence of the document itself). The Disclosure Schedule is
arranged  in  paragraphs  corresponding  to the lettered and numbered paragraphs
contained  in  this  Sec.  4.

          a.   Authorization  of  Transaction.    Each  of  the  Company and the
               ------------------------------
Shareholders  has full power and authority to execute and deliver this Agreement
and  to perform his or its obligations hereunder. This Agreement constitutes the
valid  and  legally  binding  obligation  of  the  Company and each Shareholder,
enforceable in accordance with its terms and conditions. Neither the Company nor
any  Shareholder  need  give  any notice to, make any filing with, or obtain any
authorization,  consent, or approval of any government or governmental agency in
order  to  consummate  the  transactions  contemplated  by  this  Agreement.

          b.   [Intentionally  Omitted.]
               -------------------------

          c.   Brokers'  Fees.   Neither the Company nor any Shareholder has any
               --------------
Liability or obligation to pay any fees or commissions to any broker, finder, or
agent  with respect to the transactions contemplated by this Agreement for which
the  Purchaser  or  Upgrade  could  become  liable  or  obligated.


                                      -6-
<PAGE>
          d.   Organization, Qualification and Corporate Power.   The Company is
               -----------------------------------------------
a  corporation  duly organized, validly existing, and in good standing under the
laws  of  the  state  of  Washington.  The Company is duly authorized to conduct
business  and  is  in good standing under the laws of each jurisdiction in which
the  nature  of  its  businesses  or  the ownership or leasing of its properties
requires  such  qualification,  each  of  which  is identified in the Disclosure
Schedule.  The  Company  has  full corporate power and authority to carry on the
businesses  in  which  it is engaged and to own and use the properties owned and
used  by  it.  Section  4(d)  of the Disclosure Schedule lists the directors and
officers  of the Company. The Company has delivered to the Purchaser and Upgrade
correct and complete copies of the charter and bylaws of the Company (as amended
to  date).  The  minute  books  containing  the  records  of  meetings  of  the
stockholders,  the  board  of  directors,  and  any  committees  of the board of
directors,  the  stock  certificate  books,  and  the  stock record books of the
Company  are  correct  and  complete,  The Company is not in default under or in
violation  of  any  provision  of  its  charter  or  bylaws.

          e.   Capitalization.    The  entire  authorized  capital  stock of the
               --------------
Company  consists  of  50,000,000  shares  of  Common Stock, .001 par value, and
10,000,000  shares  of  Preferred  Stock,  .001  par value of which Five Million
(5,000,000) shares of Common Stock are issued and outstanding. All of the issued
and  outstanding  shares  have  been  duly authorized, are validly issued, fully
paid,  and  nonassessable,  and  are  held  beneficially  and  of  record by the
Shareholders  in  the  amounts set forth in Sec.4(e) of the Disclosure Schedule.
There  are  no  outstanding  or authorized options, warrants, rights, contracts,
calls,  puts,  rights  to  subscribe,  conversion rights, or other agreements or
commitments  to  which  the  Company  is  a  party or which are binding upon the
Company  providing  for  the issuance, disposition, or acquisition of any of its
capital  stock.  There  are  no  outstanding  or  authorized stock appreciation,
phantom  stock,  or  similar  rights  with  respect to the Company. There are no
voting  trusts,  proxies, or any other agreements or understandings with respect
to  the  voting  of  the  capital  stock  of  the  Company.

          f.   Noncontrevention.    Neither  the  execution and delivery of this
               ----------------
Agreement,  nor  the  consummation of the transactions contemplated hereby, will
(i) violate any statute, regulation, rule, judgment, order, decree, stipulation,
injunction, charge, or other restriction of any government, governmental agency,
or  court to which the Company or any Shareholder is subject or any provision of
the  charter or bylaws of the Company, or (ii) conflict with, result in a breach
of,  constitute  a  default  under, result in the acceleration of, create in any
party  the  right  to  accelerate,  terminate, modify, or cancel, or require any
notice  under  any  contract,  lease,  sublease, license, sublicense, franchise,
permit,  indenture,  agreement  or  mortgage  for  borrowed money, instrument of
indebtedness,  Security  Interest,  or other arrangement to which the Company or
any  Shareholder  is a party or by which the Company or any Shareholder is bound
or  to  which  any  of  their  respective  assets  is  subject (or result in the
imposition  of  any  Security  Interest  upon  any  of such assets). Neither the
Company  nor  any Shareholder needs to give any notice to, make any filing with,
or  obtain  any  authorization,  consent,  or  approval  of  any  government  or
governmental  agency  in  order  for  the  Parties  to


                                      -7-
<PAGE>
consummate  the transactions contemplated by this Agreement, except for notices,
filings,  authorizations,  consents  or  appeals  the failure of which to obtain
would  not  have  material  Adverse  Consequences.

          g.   Subsidiaries.    The  Company  has  no  Subsidiaries, and owns no
               ------------
interest  in  any  corporation,  partnership,  joint  venture  or  other entity.

          h.   Financial  Statements.    Attached hereto as Exhibit 4(h) are the
               ---------------------
following  financial  statements  (collectively  the  "Financial Statements"):
                                                       ---------

               (i) unaudited  balance  sheets and statements of income as of and
               for the fiscal  years  ended  December  31,  1996,  1997 and 1998
               (December  31, 1998 being the "MOST RECENT  FISCAL YEAR END") for
                                              ----------------------------
               the Company; and

               (ii) unaudited balance sheets and statements of income (the "MOST
                                                                            ----
               RECENT  FINANCIAL  STATEMENTS")  as of and for the  three  months
               -----------------------------
               ended March 31, 1999 (the "MOST RECENT FISCAL MONTH END") for the
                                          ----------------------------
               Company.

The  Financial  Statements are, and all financial statements, balance sheets and
similar  financial  information  prepared  by  or  for the Company from the Most
Recent  Fiscal  Month End (the "Interim Financials") shall be, true, correct and
complete in all material respects, prepared in accordance with GAAP applied on a
consistent basis throughout the periods covered thereby, and consistent with the
books  and  records  of  the  Company  (which  books and records are correct and
complete).  The  accounts  receivable  shown  thereon are and shall be valid and
collectible  (net of reserves), subject to no offsets or defenses of any kind or
nature, due and payable within thirty (30) days of invoice or in accordance with
their terms, without resort to collection activity. All inventories shown on the
Financial  Statements  and  the  Interim  Statements  are  and shall be properly
valued,  and  all  reserves  shown  thereon  are  and  shall  be  accurate.

          i.     Events  Subsequent  to  Most Recent Fiscal Month End. Since the
                 ----------------------------------------------------
Most  Recent  Fiscal  Month  End,  there  has not been any adverse change in the
assets,  Liabilities,  business,  financial  condition,  operations,  results of
operations,  or  future  prospects  of  the  Company  taken  as a whole. Without
limiting  the  generality  of  the  foregoing,  since  that  date:

               (i) the Company has not sold,  leased,  transferred,  or assigned
               any material assets, tangible or intangible, in an amount of more
               than  $5,000  other  than  for a  fair  consideration  or in  the
               Ordinary Course of Business;

               (ii)  the  Company  has not  entered  into any  contract,  lease,
               sublease, license, or sublicense (or series of related contracts,


                                      -8-
<PAGE>
leases,  subleases, licenses, and sublicenses) either involving more than $5,000
or outside the Ordinary Course of Business or involving a contract for a term of
more  than  one  year;

               (iii)  no  party   (including   the  Company)  has   accelerated,
               terminated, modified, or cancelled any contract, lease, sublease,
               license,  or sublicense (or series of related contracts,  leases,
               subleases, licenses, and sublicenses) outside the Ordinary Course
               of business  involving more than $5,000 to which the Company is a
               party or by which the Company is bound;

               (iv) the Company has not granted any Security  Interest on any of
               its assets, tangible or intangible;

               (v) the Company has not made any capital  expenditure  (or series
               of related  capital  expenditures)  involving more than $5,000 or
               which is outside the Ordinary Course of Business;

               (vi) the Company has not made any capital investment in, any loan
               to, or any  acquisition  of the securities or assets of any other
               person (or  series of related  capital  investments,  loans,  and
               acquisitions)  either  involving  more than $5,000 or outside the
               Ordinary Course of Business;

               (vii)  the  Company  has  not  created,  incurred,   assumed,  or
               guaranteed  any   indebtedness   (including   capitalized   lease
               obligations)  either  involving more than $5,000 singly or $5,000
               in the aggregate or outside the Ordinary Course of Business;

               (viii) the  Company  has not  delayed or  postponed  (beyond  its
               normal  practice)  the  payment  of  accounts  payable  and other
               Liabilities;

               (ix) the  Company  has not  cancelled,  compromised,  waived,  or
               released  any right or claim (or  series of  related  rights  and
               claims) either involving more than $5,000 or outside the Ordinary
               Course of Business;

               (x) the Company has not granted any license or  sublicense of any
               rights under or with respect to any Intellectual Property;

               (xi) there has been no change made or  authorized  in the charter
               or bylaws of the Company;

               (xii) the Company has not issued,  sold, or otherwise disposed of
               any of its capital stock, or granted any options, warrants, or


                                      -9-
<PAGE>
               other rights to purchase or obtain  (including upon conversion or
               exercise) any of its capital stock;

               (xiii) the  Company  has not  declared,  set  aside,  or paid any
               dividend or  distribution  with  respect to its capital  stock or
               redeemed,  purchased,  or  otherwise  acquired any of its capital
               stock;

               (xiv)  the  Company  has not  experienced  any  material  damage,
               destruction, or loss (whether or not covered by insurance) to its
               property involving an amount in excess of $5,000;

               (xv) the  Company  has not made any loan to, or entered  into any
               other  transaction  with,  any of its  directors,  officers,  and
               employees  either  involving  more  than  $5,000 or  outside  the
               Ordinary  Course of Business giving rise to any claim or right on
               its part against the person or on the part of the person  against
               it;

               (xvi) the Company has not entered into any employment contract or
               collective bargaining agreement, written or oral, or modified the
               terms of any existing such contract or agreement;

               (xvii) the  Company  has not  granted  any  increase  outside the
               Ordinary  Course of Business in the base  compensation  of any of
               its directors, officers, and employees;

               (xviii)  the  Company   has  not   adopted  any   (A)bonus,   (B)
               profit-sharing,  (C)  incentive  compensation,  (D) pension,  (E)
               retirement,   (F)  medical,   hospitalization,   life,  or  other
               insurance,  (G) severance, or (H) contract, or commitment for any
               of  its  directors,  officers,  and  employees,  or  modified  or
               terminated any existing such plan, contract, or commitment;

               (xix)  the  Company  has not made any  other  material  change in
               employment  terms  for  any  of  its  directors,   officers,  and
               employees outside the Ordinary Course of Business;

               (xx) the Company  has not made or pledged to make any  charitable
               or other  capital  contribution  outside the  Ordinary  Course of
               Business;

               (xxi) there has not been any other  material  occurrence,  event,
               incident,  action,  failure to act,  or  transaction  outside the
               Ordinary Course of Business involving the Company; and


                                      -10-
<PAGE>
               (xxii) the Company has not  committed to any of the  foregoing in
               this Section 4(i) except as qualified above.

          j.   Undisclosed  Liabilities.    The  Company  does  not  have  any
               ------------------------
Liability  (and  there  is no Basis for any present or future charge, complaint,
action,  suit,  proceeding, hearing, investigation, claim, or demand against the
Company  giving  rise to any Liability), except for (i) Liabilities set forth on
the  face  of  the Most Recent Balance Sheet (rather than in any notes thereto),
none  of  which  will  be greater than the amount set forth and (ii) Liabilities
which  have arisen after the Most Recent Fiscal Month End in the Ordinary Course
of  Business  (none  of  which  relates  to  any  breach  of contract, breach of
warranty,  tort,  infringement,  or violation of law or arise out of any charge,
complaint,  action, suit, proceeding, hearing, investigation, claim, or demand).

          k.   Tax  Matters.
               -------------

               (i) Each  Shareholder  and the Company have filed all Tax Returns
               that each was required to file. All such Tax Returns were correct
               and complete in all material respects,  All Taxes owed by each of
               the Shareholders and the Company (whether or not shown on any Tax
               Return)  have  been  paid.  The  Company  currently  is  not  the
               beneficiary of any extension of time within which to file any Tax
               Return.  No claim has been made by an authority in a jurisdiction
               where the Company  does not file Tax Returns that it is or may be
               subject to taxation by that  jurisdiction.  There are no Security
               Interests  on any of the  assets  of the  Company  that  arose in
               connection with any failure (or alleged failure) to pay any Tax.

               (ii) The Company has withheld and paid all Taxes required to have
               been withheld and paid in  connection  with amounts paid or owing
               to any employee, creditor, independent contractor, or other third
               party.

               (iii) No  Shareholder  or any  director or officer  (or  employee
               responsible for Tax matters) of the Company expects any authority
               to  assess  any  additional  Taxes for any  period  for which Tax
               Returns have been filed.  There is no dispute or claim concerning
               any Tax Liability of any  Shareholder  or the Company  either (A)
               claimed or raised by any authority in writing, or (B) as to which
               any  Shareholder  or the directors  and officers  (and  employees
               responsible  for Tax matters) of the Company has Knowledge  based
               upon personal contact with any agent of such authority. Since the
               Company's  incorporation,  no Tax Returns have been audited,  nor
               are any Tax Returns  currently  subject to audit. The Company has
               delivered to the  Purchaser  correct and  complete  copies of all
               federal income Tax Returns, examination reports,


                                      -11-
<PAGE>
               and statements of deficiencies  assessed  against or agreed to by
               the Company since the Company's inception.

               (iv) Section 4(k) of the  Disclosure  Schedule lists all federal,
               state,  local,  and foreign  income Tax  Returns  filed since the
               Company's  incorporation.   The  Company  has  delivered  to  the
               Purchaser  correct and complete  copies of all federal income Tax
               Returns.

               (v) No  Shareholder  or the  Company  has waived  any  statute of
               limitations  in  respect of Taxes or agreed to any  extension  of
               time with respect to a Tax assessment or deficiency.

               (vi) The Company has not filed a consent  under Code Sec,  341(f)
               concerning collapsible corporations. The Company has not made any
               payments,  is not  obligated to make any  payments,  and is not a
               party to any  agreement  that under certain  circumstances  could
               obligate  it to make any  payments  that  will not be  deductible
               under Code Sec. 280G or 162(m). The Company has not been a United
               States real property  holding  corporation  within the meaning of
               Code Sec.  897(c)(2)  during the applicable  period  specified in
               Code Sec.  897(c)(1)(A)(ii).  The  Company has  disclosed  on its
               federal income Tax Returns all positions taken therein that could
               give rise to a substantial  understatement  of federal income Tax
               within the meaning of Code Sec.  6661. The Company is not a party
               to any Tax allocation or sharing agreement. The Company never has
               been (or has any  Liability for unpaid Taxes because it once was)
               a member of an  Affiliated  Group.  The Company has never filed a
               consolidated return with any other affiliated company.

               (vii)  Section  4(k) of the  Disclosure  Schedule  sets forth the
               following  information with respect to the Company: (A) the basis
               of the  Company  in its  assets;  and  (B)the  amount  of any net
               operating  loss,  net capital  loss,  unused  investment or other
               credit,  unused  foreign tax, or excess  charitable  contribution
               allocable to the Company.

               (viii) The unpaid  Taxes of the Company do not exceed the reserve
               for Tax  Liability  (rather than any reserve for  deferred  Taxes
               established  to reflect timing  differences  between book and Tax
               income)  set forth on the face of the Most Recent  Balance  Sheet
               (rather than in any notes thereto) as adjusted for the passage of
               time through the Closing Date in accordance  with the past custom
               and practice of the Company in filing its Tax Returns.


                                      -12-
<PAGE>
          l.   Tangible Assets.   The Company owns or leases all tangible assets
               ---------------
necessary  for  the  conduct  of  its  businesses  as presently conducted and as
presently  proposed  to  be  conducted.  Each  such  tangible asset is free from
Security  Interests  and  defects  (patent  and  latent), has been maintained in
accordance  with  normal industry practice, is, to the best of the Company's and
each Shareholder's Knowledge, in good operating condition and repair (subject to
normal  wear  and tear), and is suitable for the purposes for which it presently
is  used.  The Company has good and marketable title to all of its owned assets.

          m.   Real  Property.  The  Company  does  not  own  any real property.
               ---------------

          n.   Intellectual  Property.
               -----------------------

               (i) The Disclosure  Schedule sets forth a complete list and brief
               description of each item of  Intellectual  Property owned or used
               by the Company.  The Company  owns or has adequate  rights to use
               all  Intellectual  Property now or heretofore used in the conduct
               of its  business,  in each  case  free  and  clear of any and all
               liens,  claims,  pledges,   encumbrances,   charges,  agreements,
               options or other restrictions. Each item of Intellectual Property
               owned or used by the  Company  immediately  prior to the  Closing
               hereunder  will be owned or  available  for use by the Company on
               identical  terms and  conditions  immediately  subsequent  to the
               Closing hereunder. The Company has taken all reasonably necessary
               action to protect each item of Intellectual Property that it owns
               or uses.

               (ii)  The  Company  has  not  interfered  with,  infringed  upon,
               misappropriated,  or,  to  the  best  of  the  Company's  or  any
               Shareholder's  Knowledge,  otherwise  come into conflict with any
               Intellectual Property rights of third parties, and no Shareholder
               or the directors and officers (and employees with  responsibility
               for  Intellectual  Property  matters)  of the  Company  has  ever
               received any charge,  complaint,  claim,  or notice  alleging any
               such interference, infringement,  misappropriation, or violation.
               To the  Knowledge  of  each  Shareholder  and the  directors  and
               officers (and  employees  with  responsibility  for  Intellectual
               Property  matters) of the Company,  no third party has interfered
               with,  infringed  upon,  misappropriated,  or otherwise come into
               conflict with any Intellectual Property rights of the Company.

               (iii) The  Company has  delivered  to the  Purchaser  correct and
               complete copies of all registrations,  applications and licenses,
               agreements,  and  permissions  (as  amended to date) and has made
               available to the  Purchaser  correct and  complete  copies of all
               other written documentation evidencing ownership and


                                      -13-
<PAGE>
               prosecution  (if  applicable) of each such item.  With respect to
               each item of Intellectual Property that the Company owns:

                    (1) the Company possesses all right,  title, and interest in
                    and to the item;

                    (2) the item is not  subject  to any  outstanding  judgment,
                    order, decree, stipulation, injunction, or charge;

                    (3) no charge, complaint, action, suit, proceeding, hearing,
                    investigation,  claim,  or  demand  is  pending  or,  to the
                    Knowledge of the Seller and the  directors and officers (and
                    employees  with  responsibility  for  Intellectual  Property
                    matters) of the Company,  is threatened which challenges the
                    legality, validity, enforceability, use, or ownership of the
                    item; and

                    (4) the Company has never agreed to indemnify  any person or
                    entity  for  or  against  any  interference,   infringement,
                    misappropriation,  or other  conflict  with  respect  to the
                    item.

               (iv) Section 4(n) of the Disclosure Schedule also identifies each
               item of Intellectual  Property that any third party owns and that
               the Company uses pursuant to license,  sublicense,  agreement, or
               permission.  The Company has supplied the Purchaser  with correct
               and   complete   copies  of  all  such   licenses,   sublicenses,
               agreements, and permissions (as amended to date). With respect to
               each such item of used Intellectual Property.

                    (1)  the  license,  sublicense,   agreement,  or  permission
                    covering the item is legal, valid, binding, enforceable, and
                    in full force and effect;

                    (2) the license,  sublicense,  agreement, or permission will
                    continue to be legal, valid,  binding,  enforceable,  and is
                    and will be in full  force  and  effect on  identical  terms
                    following the Closing;

                    (3) no  party  to the  license,  sublicense,  agreement,  or
                    permission  is in  breach  or  default,  and  no  event  has
                    occurred which with notice or lapse of time would constitute
                    a breach or default, or permit termination, modification, or
                    acceleration thereunder;


                                      -14-
<PAGE>
                    (4) no  party  to  the  license,  sublicense,  agreement, or
                    permission has repudiated  any  provision  thereof;

                    (5) with respect to each sublicense, the representations and
                    warranties  set forth in  subsections  (1) through (4) above
                    are true and correct with respect to the underlying license;

                    (6) the  underlying  item of  Intellectual  Property  is not
                    subject  to  any  outstanding   judgment,   order,   decree,
                    stipulation, injunction, or charge;

                    (7) no charge, complaint, action, suit, proceeding, hearing,
                    investigation,  claim,  or  demand  is  pending,  or, to the
                    Knowledge of any  Shareholder and the directors and officers
                    (and employees with responsibility for Intellectual Property
                    matters) of the Company,  is threatened which challenges the
                    legality, validity, or enforceability of the underlying item
                    of Intellectual Property; and

                    (8) the Company has not  granted any  sublicense  or similar
                    right with respect to the license, sublicense, agreement, or
                    permission.

          o.   Inventories.   The values at which the Inventories of the Company
               -----------
are  shown  on the Financial Statements and the Interim Statements have been and
will  be  determined  in  accordance  with  the normal valuation policies of the
Company  and  GAAP.  The  inventories  of  the  Company  shown  on the Financial
Statements  or  the  Interim  Financials  consist only of Items of a quality and
quantity  commercially  usable  or salable in the ordinary course of business at
the  values  reflected thereon and on the books of the Company, except for items
of  excess  or  obsolete  material,  all  of  which  have  been  written down to
realizable  market  value  as of the date of the Most Recent Fiscal Month End or
for  which adequate reserves have been reflected on the Financial Statements and
the  Interim  Statements  in  accordance  with  past  practices.

          p.   Real  Property  Leases.   Section 4(p) of the Disclosure Schedule
               ----------------------
lists  and  describes  briefly  all  real  property  leased  or subleased to the
Company.  The  Seller has delivered to the Purchaser correct and complete copies
of  the  leases and subleases listed in Sec. 4(p) of the Disclosure Schedule (as
amended to date). With respect to each lease and sublease listed in Sec. 4(p) of
the  Disclosure  Schedule:

               (i) the lease or sublease is legal, valid, binding,  enforceable,
               and in full force and effect;


                                      -15-
<PAGE>
               (ii) the lease or  sublease  will  continue  to be legal,  valid,
               binding,  enforceable,  and in full force and effect on identical
               terms following the Closing;

               (iii) no party to the lease or  sublease is in breach or default,
               and no event has  occurred  which,  with notice or lapse of time,
               would  constitute  a breach or  default  or  permit  termination,
               modification, or acceleration thereunder;

               (iv) no  party  to the  lease  or  sublease  has  repudiated  any
               provision thereof;

               (v)  there  are no  disputes,  oral  agreements,  or  forbearance
               programs in effect as to the lease or sublease;

               (vi) with  respect  to each  sublease,  the  representations  and
               warranties  set forth in  subsections  (i)  through (v) above are
               true and correct with respect to the underlying lease;

               (vii)  the  Company  has  not  assigned,  transferred,  conveyed,
               mortgaged,  deeded in trust,  or  encumbered  any interest in the
               leasehold or subleasehold;

               (viii)  all  facilities  leased  or  subleased   thereunder  have
               received all  approvals of  governmental  authorities  (including
               licenses and permits)  required in connection  with the operation
               thereof and have been operated and maintained in accordance  with
               applicable laws, rules, and regulations;

               (ix) all facilities  leased or subleased  thereunder are supplied
               with utilities and other services  necessary for the operation of
               said facilities; and

               (x)  to  the  best  of  the  Company's  and  each   Shareholder's
               Knowledge, the owner of the facility leased or subleased has good
               and  marketable  title to the parcel of real  property,  free and
               clear of any  Security  Interest,  easement,  covenant,  or other
               restriction, except for (A) installments of special easements not
               yet delinquent, and (B) recorded easements,  covenants, and other
               restrictions which do not impair the current use,  occupancy,  or
               value, or the  marketability  of title,  of the property  subject
               thereto.

          q.   Contracts.    Section  4(q)  of the Disclosure Schedule lists the
               ---------
following  contracts,  agreements,  and  other written arrangements to which the
Company  is  a  party;


                                      -16-
<PAGE>
               (i)  any  written   arrangement  (or  group  of  related  written
               arrangements)  for the lease of real or personal property from or
               to third parties providing for lease payments in excess of $5,000
               per annum;

               (ii)  any  written  arrangement  (or  group  of  related  written
               arrangements)   for  the  purchase  or  sale  of  raw  materials,
               commodities,  supplies,  products,  or other personal property or
               for the  furnishing or receipt of services which either calls for
               performance  over a period of more than one year or involves more
               than the sum of $6,000;

               (iii) any written  arrangement  concerning a partnership or joint
               venture;

               (iv)  any  written  arrangement  (or  group  of  related  written
               arrangements) under which it has created,  incurred,  assumed, or
               guaranteed  (or  may  create,   incur,   assume,   or  guarantee)
               indebtedness  (including capitalized lease obligations) involving
               more than  $5,000 or under which it has imposed (or may impose) a
               Security Interest on any of its assets, tangible or intangible;

               (v)  any  written  arrangement   concerning   confidentiality  or
               noncompetition;

               (vi) any written  arrangement  involving  or between the Company.
               and any Shareholder or an Affiliate of any Shareholder;

               (vii)  any  written   arrangement  with  any  of  its  directors,
               officers,  and employees in the nature of a collective bargaining
               agreement, employment agreement, or severance agreement;

               (viii) any written  arrangement under which the consequences of a
               default or  termination  could have a material  adverse effect on
               the   assets,   Liabilities,   business,   financial   condition,
               operations,  results of  operations,  or future  prospects of the
               Company; or

               (ix) any other written  arrangement  (or group of related written
               arrangements)  either  involving  more than $5,000 or not entered
               into in the Ordinary Course of Business.

The  Company  has delivered to the Purchaser a correct and complete copy of each
written  arrangement  listed in Sec. 4(q) of the Disclosure Schedule (as amended
to  date).  With  respect to each written arrangement so listed: (A) the written
arrangement is legal, valid, binding, enforceable, and in full force and effect;
(B)  the  written  arrangement  will  continue  to be legal, valid, binding, and
enforceable  and  in  full  force


                                      -17-
<PAGE>
and  effect  on identical terms following the Closing; (C) no party is in breach
or  default,  and no event has occurred which with notice or lapse of time would
constitute  a  breach  or  default  or  permit  termination,  modification,  or
acceleration, under the written arrangement; and (D) no party has repudiated any
provision  of  the written arrangement. The Company is not a party to any verbal
contract,  agreement,  or  other  arrangement which, if reduced to written form,
would be required to be listed in Sec. 4(q) of the Disclosure Schedule under the
terms of this Sec. 4(q). No unfilled customer order or commitment obligating the
Company  to  process,  manufacture, or deliver products or perform services will
result  in  a  loss  to  the Company upon completion of performance. No purchase
order  or commitment of the Company is in excess of normal requirements, nor are
prices  provided  therein in excess of current market prices for the products or
services  to  be  provided  thereunder. No supplier of the Company has indicated
within  the  past  twelve  months  that  it  will stop, or decrease the rate of,
supplying  materials,  products,  or services to the Company, and no customer of
the  Company  has  indicated within the past twelve months that it will stop, or
decrease  the rate of, buying materials, products, or services from the Company.

          r.   Notes  and  Accounts  Receivable.    All  notes  and  accounts
               --------------------------------
receivable  of  the Company are reflected properly on its books and records, are
valid  receivables subject to no setoffs or counterclaims, are presently current
and  collectible,  and will be collected in accordance with their terms at their
recorded  amounts,  subject  only  to the reserve for bad debts set forth on the
face  of  the  Most  Recent  Balance Sheet (rather than in any notes thereto) as
adjusted  for  the passage of time through the Closing Date, as reflected in the
Interim  Statements.

          s.   Powers of Attorney.   There are no outstanding powers of attorney
               ------------------
executed  on  behalf  of  the  Company  or  any  Shareholder.

          t.   Insurance.    Section  4(t) of the Disclosure Schedule sets forth
               ---------
the  following  information  with  respect  to  each insurance policy (including
policies  providing  property,  casualty,  liability,  and workers' compensation
coverage  and  bond  and  surety  arrangements)  to which the Company has been a
party,  a  named  insured,  or otherwise the beneficiary of coverage at any time
within  the  past  two  (2)  years:

               (i) the name, address, and telephone number of the agent;

               (ii) the name of the insurer,  the name of the policyholder,  and
               the name of each covered insured;

               (iii) the policy number and the period of coverage;

               (iv) the scope  (including  an indication of whether the coverage
               was on a claims  made,  occurrence,  or other  basis)  and amount
               (including  a  description  of how  deductibles  and ceilings are
               calculated and operate) of coverage; and


                                      -18-
<PAGE>
               (v) a description of any retroactive premium adjustments or other
               loss sharing arrangements.

The Company has been covered during the past two years by insurance in scope and
amount  customary  and  reasonable  for  the  businesses in which it has engaged
during  the  aforementioned  period.

          u.   Litigation.    The  Company  is  not  subject  to any unsatisfied
               ----------
judgment,  order,  decree, stipulation, injunction, or charge and is not a party
or, to the Knowledge of the Seller and the directors and officers (and employees
with  responsibility  for  litigation  matters)  of  the  Company,  has not been
threatened  to  be  made  a  party  to  any  charge,  complaint,  action,  suit,
proceeding,  hearing,  or  investigation of or in any court or quasi-judicial or
administrative  agency  of any federal, state, local, or foreign jurisdiction or
before  any  arbitrator.

          v.   Product  Warranty.    Each  product  manufactured,  sold, leased,
               -----------------
licensed  or delivered by the Company has been in conformity with all applicable
contractual  commitments and all express and implied warranties, and the Company
has  no  Liability  (and  there  is  no  Basis for any present or future charge,
complaint,  action,  suit,  proceeding, hearing, investigation, claim, or demand
against  the  Company  giving  rise  to any Liability) for replacement or repair
thereof  or  other  damages in connection therewith, subject only to the reserve
for  product  warranty  claims  set forth on the face of the Most Recent Balance
Sheet  (rather  than  in  any notes thereto) as adjusted for the passage of time
through  the Closing Date in accordance with the past custom and practice of the
Company.  No  product  manufactured,  sold, leased, licensed or delivered by the
Company  is  subject  to  any  guaranty, warranty, or other indemnity beyond the
applicable  standard  terms and conditions of sale or lease. Section 4(v) of the
Disclosure Schedule includes copies of the standard terms and conditions of sale
or  lease  for  each  of  the  Company's  product  lines  (containing applicable
guaranty,  warranty,  and  indemnity  provisions).

          w.   Product  Liability.    The Company has no Liability (and there is
               ------------------
no  Basis for any present or future charge, complaint, action, suit, proceeding,
hearing,  investigation, claim, or demand against the Company giving rise to any
Liability)  arising  out of any injury to persons or property as a result of the
ownership,  possession,  or  use  of  any  product  manufactured,  sold, leased,
licensed  or  delivered  by  the  Company  prior  to  or as of the Closing Date.

          x.   Employees.    None  of  the directors and officers (and employees
               ---------
with  responsibility  for employment matters) of the Company, no key employee or
group  of  employees  has  any  plans  to terminate employment with the Company,
except as otherwise required by Purchaser at Closing. The Company is not a party
to  or  bound by any collective bargaining agreement, nor has it experienced any
strikes,  grievances,  claims  of  unfair  labor  practices, or other collective
bargaining  disputes.  The  Company has not committed any unfair labor practice.
The  Shareholders  and  the  directors  and  officers  (and  employees  with
responsibility  for  employment  matters)  of


                                      -19-
<PAGE>
the  Company have no Knowledge of any organizational effort presently being made
or  threatened  by  or 0n behalf of any labor union with respect to employees of
the  Company.

          y.   Employee  Benefits.    Section  4(y)  of  the Disclosure Schedule
               ------------------
lists  each Employee Pension Benefit Plan and Employee Welfare Benefit Plan that
the Company maintains or to which the Company contributes for the benefit of any
current  or  former  employee  of  the  Company.

               (i) Each  Employee  Pension  Benefit  Plan and  Employee  Welfare
               Benefit  Plan  (and each  related  trust or  insurance  contract)
               complies  in form  and in  operation  in all  respects  with  the
               applicable requirements of ERISA and the Code.

               (ii) All required reports and  descriptions  (including Form 5500
               Annual  Reports,  Summary Annual Reports,  PBGC-I's,  and Summary
               Plan Descriptions)  have been filed or distributed  appropriately
               with respect to each Employee  Pension  Benefit Plan and Employee
               Welfare Benefit Plan. The requirements of Part 6 of Subtitle B of
               Title I of  ERISA  and of Code  Sec.  4980B  have  been  met with
               respect to each Employee Welfare Benefit Plan.

               (iii) All contributions (including all employer contributions and
               employee salary reduction  contributions) which are due have been
               paid to each Employee Pension Benefit Plan and all  contributions
               for any period ending on or before the Closing Date which are not
               yet due have been paid to each Employee  Pension  Benefit Plan or
               accrued in  accordance  with the past custom and  practice of the
               Company.  All premiums or other payments owed by the employer for
               all periods  ending on or before the Closing  Date have been paid
               with respect to each Employee Welfare Benefit Plan.

               (iv) Each Employee Pension Benefit Plan meets the requirements of
               a  "qualified  plan" under Code Sec.  401(a) and a  determination
               letter is being applied for with the IRS.

               (v) There have been no  Prohibited  Transactions  with respect to
               any Employee  Pension  Benefit Plan and Employee  Welfare Benefit
               Plan. No Fiduciary has any Liability for breach of fiduciary duty
               or any other  failure  to act or comply  in  connection  with the
               administration  or  investment  of the  assets  of  any  Employee
               Pension  Benefit  Plan and Employee  Welfare  Benefit  Plans.  No
               charge,   complaint,    action,   suit,   proceeding,    hearing,
               investigation,   claim,   or   demand   with   respect   to   the
               administration  or the  investment  of the assets of any Employee
               Pension Benefit Plan


                                      -20-
<PAGE>
               and Employee  Welfare Benefit Plan (other than routine claims for
               benefits) is pending or, to the Knowledge of the Shareholders and
               the directors and officers (and employees with responsibility for
               employee  benefits  matters)  of  the  Company,  threatened.  The
               Shareholders  and the directors and officers (and  employees with
               responsibility for employee benefits matters) of the Company have
               no Knowledge of any Basis for any such charge, complaint, action,
               suit, proceeding, hearing, investigation, claim, or demand.

               (vi) The  Company  has  delivered  to the  Purchaser  correct and
               complete   copies  of  the  plan   documents   and  summary  plan
               descriptions,  Form 5500 Annual  Reports,  and all related  trust
               agreements,  insurance  contracts,  and other funding  agreements
               which implement each Employee Benefit Plan.

The Company does not contribute to, has never contributed to, and never has been
required to contribute to any Multiemployer Plan or has any Liability (including
withdrawal  Liability)  under  any  Multiemployer  Plan,  The  Company  has  not
incurred,  and  the  Shareholders  and the directors and officers (and employees
with responsibility for employee benefits matters) of the Company have no reason
to  expect  that  the  Company will incur, any Liability to the PBGC (other than
PBGC  premium  payments)  or  otherwise  under  Title IV of ERISA (including any
withdrawal  Liability)  or  under  the Code with respect to any Employee Pension
Benefit  Plan  that the Company maintains or ever has maintained or to which it,
or  any  related  Company  (as  described  In  Code  Section  414(b)(c)  or (m),
contributes,  ever has contributed, or ever has been required to contribute. The
Company  does not maintain and has never maintained and does not contribute, has
never  contributed,  and  has  never been required to contribute to any Employee
Welfare  Benefit  Plan providing health, accident, or life insurance benefits to
former  employees,  their spouses, or their dependents (other than in accordance
with  Code  Sec.  4980B).

          z.   Guarantees.   The Company is not a guarantor and is not otherwise
               ----------
liable  for  any  Liability  or obligation (including indebtedness) of any other
person.

          aa.  Environment,  Health,  and  Safety.
               -----------------------------------

               (i) No charge,  complaint,  action,  suit,  proceeding,  hearing,
               investigation,  claim,  demand,  or  notice  has  been  filed  or
               commenced against the Company alleging any failure to comply with
               any such law or  regulation.  The Company has  complied  with all
               laws  (including  rules and  regulations  thereunder) of federal,
               state,  local, and foreign governments (and all agencies thereof)
               concerning  the  environment,   public  health  and  safety,  and
               employee health and safety.


                                      -21-
<PAGE>
               (ii) The Company has no Liability  (and there is no Basis related
               to the past or present operations,  properties,  or facilities of
               the Company for any present or future charge, complaint,  action,
               suit,  proceeding,  hearing,  investigation,   claim,  or  demand
               against  the  Company  giving  rise to any  Liability)  under the
               Comprehensive Environmental Response,  Compensation and Liability
               Act of 1980, the Resource  Conservation and Recovery Act of 1976,
               the Federal Water  Pollution  Control Act of 1972,  the Clean Air
               Act of 1970,  the Safe  Drinking  Water  Act of 1974,  the  Toxic
               Substances  Control Act of 1976,  the Refuse Act of 1989,  or the
               Emergency Planning and Community  Right-to-Know Act of 1986 (each
               as amended), or any other law (or rule or regulation  thereunder)
               of any federal,  state,  local, or foreign  government (or agency
               thereof),  concerning  release or threatened release of hazardous
               substances,  public health and safety, or pollution or protection
               of the environment.

               (iii) The  Company  has no  Liability  (and the  Company  has not
               handled or disposed of any  substance,  arranged for the disposal
               of any  substance,  or owned or operated any property or facility
               in any manner that could form the Basis for any present or future
               charge,   complaint,    action,   suit,   proceeding,    hearing,
               investigation, claim, or demand (under the common law or pursuant
               to any statute) against the Company giving rise to any Liability)
               for damage to any site,  location,  or body of water  (surface or
               subsurface) or for illness or personal injury.

               (iv) The Company has no Liability  (and there is no Basis for any
               present or future charge,  complaint,  action, suit,  proceeding,
               hearing,  investigation,  claim,  or demand  against  the Company
               giving rise to any Liability) under the  Occupational  Safety and
               Health Act, as amended,  or any other law (or rule or  regulation
               thereunder) of any federal,  state,  local, or foreign government
               (or agency thereof) concerning employee health and safety.

               (v) The Company has no Liability (and the Company has not exposed
               any employee to any  substance  or condition  that could form the
               Basis for any present or future charge, complaint,  action, suit,
               proceeding, hearing,  investigation,  claim, or demand (under the
               common law or  pursuant to  statute)  against the Company  giving
               rise to any Liability)  for any illness of or personal  injury to
               any employee.

               (vi) The Company has obtained and been in compliance  with all of
               the terms and  conditions  of all  permits,  licenses,  and other
               authorizations which are required under, and has complied with


                                      -22-
<PAGE>
               all  other  limitations,   restrictions,  conditions,  standards,
               prohibitions,    requirements,    obligations,   schedules,   and
               timetables which are contained in, all federal, state, local, and
               foreign  laws  (including.  rules,  regulations,   codes,  plans,
               judgments,  orders,  decrees,   stipulations,   injunctions,  and
               charges thereunder) relating to public health and safety,  worker
               health  and  safety,   and   pollution  or   protection   of  the
               environment,  including  laws relating to emissions,  discharges,
               releases, or threatened releases of pollutants,  contaminants, or
               chemical,  industrial,  hazardous,  or toxic  materials or wastes
               into  ambient  air,  surface  water,  ground  water,  or lands or
               otherwise relating to the manufacture,  processing, distribution,
               use,  treatment,  storage,  disposal,  transport,  or handling of
               pollutants,  contaminants, or chemical, industrial, hazardous, or
               toxic materials or wastes.

               (vii) All  properties  and equipment  used in the business of the
               Company have been free of asbestos,  PCB's,  methylene  chloride,
               trichloroethylene,  1,2-transdichloroethylene,  dioxins, dibenzo-
               furans, and Extremely Hazardous Substances.

               (viii) All product labeling of the Company has been in conformity
               with   applicable   laws   (including   rules   and   regulations
               thereunder).

               (ix)  No  pollutant,   contaminant,   or  chemical,   industrial,
               hazardous,  or  toxic  material  or waste  ever has been  buried,
               stored, spilled, leaked, discharged, emitted, or released on any.
               real property that the Company ever has owned or that the Company
               leases or ever has leased.

          bb.  Legal  Compliance.
               ------------------

               (i) The Company has complied with all laws  (including  rules and
               regulation,  thereunder) of federal,  state,  local,  and foreign
               governments  (and all agencies  thereof).  No charge,  complaint,
               action, suit, proceeding, hearing, investigation,  claim, demand,
               or  notice  has  been  filed or  commenced  against  the  Company
               alleging any failure to comply with any such law or regulation.

               (ii) The Company has complied with all applicable laws (including
               rules and regulations  thereunder)  relating to the employment of
               labor, employee civil rights, and equal employment opportunities.

               (iii) The Company  has not  violated in any respect or received a
               notice or charge asserting any violation of the Sherman Act, the


                                      -23-
<PAGE>
Clayton  Act, the Robinson-Patman Act, or the Federal Trade Commission Act, each
as  amended.

               (iv) The Company has not:

                    (1) made or agreed  to make any  contribution,  payment,  or
                    gift of  funds or  property  to any  governmental  official,
                    employee,  or agent where either the contribution,  payment,
                    or gift or the purpose thereof was illegal under the laws of
                    any federal, state, local, or foreign jurisdiction;

                    (2)  established or maintained any unrecorded  fund or asset
                    for any purpose,  or made any false  entries on any books or
                    records for any reason; or

                    (3) made or agreed to make any  contribution,  or reimbursed
                    any political gift or contribution made by any other person,
                    to any  candidate  for  federal,  state,  local,  or foreign
                    public office.

               (v) The  Company  has  filed in a timely  manner  all  reasonably
               required reports,  documents, and other materials it was required
               to file (and the  information  contained  therein was correct and
               complete in all respects)  under all applicable  laws  (including
               rules and regulations  thereunder) except for reports,  documents
               and other materials,  the failure of which to file would not have
               material Adverse Consequences.

               (vi) The  Company  has  possession  of all  material  records and
               documents  it  was  reasonably   required  to  retain  under  all
               applicable laws (including rules and regulations thereunder).


                                      -24-
<PAGE>
          cc.  Year  2000  Compliance.
               -----------------------

               (i) The  Information  Technology  (as defined below) is Year 2000
               Compliant (as defined  below) and will not cause an  interruption
               in the ongoing  operations of the Company's business or give rise
               to  liability  due to a problem  arising  from a  failure  of the
               Information  Technology  relating  to Year  2000  Compliance  (as
               defined below).

               (ii) As used in this Agreement,  "information  Technology"  means
               all software,  hardware,  firmware,  telecommunications  systems,
               network  systems,   embedded   systems,   and  other  systems  or
               components  of the  Company's  business  or any  products  of the
               Company that utilize microprocessor technology.

               (iii) As used in this Agreement,  "Year 2000 Compliant" and "Year
               2000  Compliance"  mean, with respect to Information  Technology,
               that the Information  Technology  accurately  processes date/time
               data (including but not limited to, calculating,  comparing,  and
               sequencing)  from,  into,  and between (a)  September 9, 1999 and
               September 10, 1999; (b) the twentieth and twenty-first centuries;
               and (c) the years  1999 and 2000 and leap year  calculations,  to
               the  extent  that other  hardware,  software,  firmware,  network
               systems, embedded systems,  telecommunications systems, and other
               systems or components  used in combination  with the  Information
               Technology,  properly  exchanges  date/time data with it, and the
               Information   Technology   hag  been   tested  to  verify   these
               capabilities.

          dd.  Certain  Business  Relationships  With  the Company. Except as
               ---------------------------------------------------
disclosed,  the Shareholders and any Affiliate of the Shareholders have not been
involved in any business arrangement or relationship with the Company within the
past 12 months, and the Shareholders and the Shareholders' Affiliates do not own
any  property or right, tangible or intangible, which is used in the business of
the  Company.

          ee.  Brokers'  Fees.  The Company has no Liability or obligation to
               --------------
pay  any fees or commissions to any broker, finder, or agent with respect to the
transactions  contemplated  by  this  Agreement.

          ff.  Disclosure.  Without  limiting  the  foregoing, subject to the
               ----------
exceptions above, the representations and warranties contained in this Sec. 4 do
not  contain  any untrue statement of a fact or omit to state any fact necessary
in  order  to  make  the statements and information contained in this Sec. 4 not
misleading.


                                      -25-
<PAGE>
     5.  REPRESENTATIONS  AND  WARRANTIES  OF  THE  PURCHASER.  The  Purchaser
         ----------------------------------------------------
represents  and warrants to the Company and the Shareholders that the statements
contained in this Sec. 5 are correct and complete as of the date hereof and will
be  correct  and  complete  as  of  the  Closing  Date.

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

          b.     Authorization  of Transaction. The Purchaser has full power and
                 -----------------------------
authority  (including full corporate power and authority) to execute and deliver
this  Agreement  and  to  perform  its  obligations  hereunder.  This  Agreement
constitutes  the  valid  and  legally  binding  obligation  of  the  Purchaser,
enforceable  in accordance with its terms and conditions. The Purchaser need not
give  any notice to, make any filing with, or obtain any authorization, consent,
or  approval of any government or governmental agency in order to consummate the
transactions  contemplated  by  this  Agreement.  Purchaser  has  the  power and
authority  to  own  the  Company  Shares  acquired  under  this  Agreement.

          c.     Noncontravention.  Neither  the  execution  and the delivery of
                 ----------------
this  Agreement,  nor  the consummation of the transactions contemplated hereby,
will  (A)  violate  any  statute,  regulation,  rule,  judgment,  order, decree,
stipulation,  injunction,  charge,  or  other  restriction  of  any  government,
governmental agency, or court to which the Purchaser is subject or any provision
of  its  charter  or  bylaws,  or  (B)  conflict  with,  result  in a breach of,
constitute  a  default under, result in the acceleration of, create in any party
the  right  to  accelerate,  terminate, modify, or cancel, or require any notice
under  any  contract,  lease,  sublease, license, sublicense, franchise, permit,
indenture, agreement or mortgage for borrowed money, instrument of indebtedness,
Security  Interest, or other arrangement to which the Purchaser is a party or by
which  it  is  bound  or to which any of its assets is subject. In addition, all
governmental  and  other consents and approvals, if any, necessary to permit the
confirmation  of  the transaction contemplated by this Agreement shall have been
received.

          d.     Brokers' Fees.  The Purchaser has no Liability or obligation to
                 -------------
pay  any fees or commissions to any broker, finder, or agent with respect to the
transactions  contemplated  by  this  Agreement  for  which  the  Company or any
Shareholder  could  become  liable  or  obligated.

     6.     CONDUCT  AND  TRANSACTIONS  PRIOR  TO  CLOSING.
            -----------------------------------------------

          a.   Access  to  Records  and Properties.     The Company shall, and
               -----------------------------------
the  Shareholders  shall cause the Company to, give to Purchaser and Purchaser's
counsel,  accountants,  lenders  and  their  respective  employees,  agents  and
representatives  such  access (during normal business hours) to, and opportunity
to


                                      -26-
<PAGE>
examine,  the  books,  records,  files,  documents, properties and assets of the
Company  end  cause  the  officers  end  directors,  employees,  agents,
representatives,  legal  counsel,  accountants,  auditors  and  actuaries of the
Company  to  furnish  such financial and operating data and other information as
Purchaser shall from time to time reasonably request. Any investigation pursuant
to  this  Sec.6(a)  shall  be  conducted  in  such  manner  as  not to interfere
unreasonably  with  the  ordinary  course  of the business and operations of the
Company  or with the confidentiality respecting the transactions contemplated by
this  Agreement.

          b.   Operation of the Company.   >From the date hereof to the Closing,
               ------------------------
except  to  the  extent that the Purchaser shall consent in writing, the Company
shall,  and the Shareholders shall cause the Company to, operate its business in
such  a  manner  as  would  be  the  ordinary course consistent with recent past
practice.  Without  limiting the generality of the foregoing, the Company shall;

               i. not merge or  consolidate  with any other entity,  acquire any
               other business or entity, or agree to do any of the foregoing;

               ii.  notify  Purchaser of any  significant  loss of, damage to or
               destruction of any of its material properties or assets,  whether
               or not covered by insurance or indemnity;

               iii.  maintain  in full force and effect  all  present  insurance
               coverage and apply the proceeds  received under any such coverage
               as a result  of any  loss of,  damage  to or  destruction  of any
               properties or assets to the repair,  restoration  or  replacement
               thereof;

               iv. use its reasonable efforts to preserve the present managerial
               employees,  reputation and business  relationships of the Company
               with persons and entities having business dealings with them; and

               v. refrain from taking any action which (if not  remedied)  would
               render any  representation  and  warranty  contained in Section 4
               inaccurate  at and as of the  Closing  Date,  and shall  promptly
               advise Purchaser of any such event or circumstance.

          c.   Best  Efforts  to Satisfy Conditions.   Purchaser and Company and
               ------------------------------------
the  Shareholders  shall  use  their best efforts to cause the conditions to the
Closing  set  forth  in Section 8 hereof to be satisfied, to the extent that the
satisfaction  of  such  conditions  is  in the control of such party, as soon as
practicable  after  the  date hereof; provided, however, the foregoing shall not
constitute  a  limitation  upon  the  covenants  and  obligations  of  any party
otherwise  expressly  set  forth  in  this  Agreement.


                                      -27-
<PAGE>
     7.     POST-CLOSING  COVENANTS.
            ------------------------

     The  Parties  agree  as  follows  with  respect to the period following the
Closing.

          a.   General.    In  case  at  any  time after the Closing any further
               -------
action  is  necessary  or desirable to carry out the purposes of this Agreement,
each  of  the Parties will take such further action (including the execution and
delivery  of  such  further  instruments  and  documents)  as  any  other  Party
reasonably may request, all at the sole cost and expense of the requesting Party
(unless  the requesting Party is entitled to indemnification therefor under Sec.
9  below).

          b.   Litigation  Support.    in the event and for so long as any Party
               -------------------
actively is contesting or defending against any charge, complaint, action, suit,
proceeding,  hearing,  investigation, claim, or demand in connection with (i)any
transaction  contemplated  under  this  Agreement,  or  (ii)any fact, situation,
circumstance,  status,  condition,  activity, practice, plan, occurrence, event,
incident, action, failure to act, or transaction on or prior to the Closing Date
involving  the Company, each of the other Parties will cooperate with it and its
counsel  in  the contest or defense, make available their personnel, and provide
such  testimony  and  access to their books and records as shall be necessary in
connection  with the contest or defense, all at the sole cost and expense of the
contesting  or  defending  Party  (unless  the  contesting or defending Party is
entitled  to  indemnification  therefor  under  Sec.  9  below).

          c.   Disbursements  of  Purchase  Note  Advances.   Advances under the
               -------------------------------------------
Purchase  Note shall be paid to an account of which Smith is the sole signatory,
and  shall  be  disbursed  by  Smith  to the Company only in accordance with the
budget  attached  hereto  as  Exhibit  7(c),  or  as  otherwise  consented to by
Purchaser.

     8.     CONDITIONS  TO  OBLIGATION  TO  CLOSE.
            --------------------------------------

          a.   Conditions  to  Obligation  of the Purchaser:   The obligation of
               --------------------------------------------
the Purchaser to consummate the transactions to be performed by it in connection
with  the  Closing  is  subject  to  satisfaction  of  the following conditions:

               i. the  representations  and  warranties set forth in Sec.4 above
               shall be true and correct in all  material  respects at and as of
               the Closing Date;

               ii. the Company and the  Shareholders  shall have  performed  and
               complied with all of their respective  covenants hereunder in all
               material respects through the Closing;


                                      -28-
<PAGE>
               iii.  the Company  shall have  obtained all the  necessary  third
               party consents before the Closing Date;

               iv. no action, suit, or proceeding shall be pending or threatened
               before any court or quasi-judicial  or  administrative  agency of
               any federal,  state,  local, or foreign  jurisdiction  wherein an
               unfavorable judgment, order, decree, stipulation,  injunction, or
               charge would (A) prevent  consummation of any of the transactions
               contemplated by this Agreement, (B) cause any of the transactions
               contemplated   by  this  Agreement  to  be  rescinded   following
               consummation,  or (C)affect  adversely the right of the Purchaser
               to own  the  Company  Shares  and to  exercise  all  rights  as a
               shareholder of the Company (and no such judgment,  order, decree,
               stipulation, injunction, or charge shall be in effect);

               v. there shall have been elected to the Board of  Directors,  the
               following slate of members: John French, John Springett, Jerry L.
               Smith and Daniel Bland;

               vi. The Shareholders' Agent Agreement,  attached as Exhibit 10(p)
               and as  described in Section  10(p) shall have been  executed and
               delivered by the Shareholders and the  Shareholders'  Agents,  as
               contemplated therein;

               vii.  There  shall have been  delivered  to  Purchaser  the legal
               opinion of Egger Betts Austin PLLC, counsel for the Shareholders,
               with  respect to the matters set forth in Sections  4(a),(d)  and
               (e);

               viii. all actions to be taken by the Company or the  Shareholders
               in connection with consummation of the transactions  contemplated
               hereby and all  certificates,  opinions,  instruments,  and other
               documents required to effect the transactions contemplated hereby
               will be satin,  factory in form and  substance to the  Purchaser;
               and

               ix. the Purchaser and its agents and  representatives  shall have
               had the opportunity to complete a due diligence  investigation of
               the  business,  assets,  liabilities,  properties  and  financial
               condition  and  prospects  of the Company  and its  subsidiaries,
               including   without   limitation,   a  review  of  the  Financial
               Statements,  books and records, products,  inventory,  customers,
               suppliers, facilities,  employment matters, intellectual property
               ownership  and stock  records of the Company,  and the  Purchaser
               shall be completely satisfied,  in its sole discretion,  with the
               results of its due diligence investigation.


                                      -29-
<PAGE>
The Purchaser may waive any condition specified in this Sec. 8(a) if it executes
a  writing  so  stating  at  or  prior  to  the  Closing.

          b.   Conditions  to Obligation of the Company. The obligation of the
               ----------------------------------------
Company  to consummate the transactions to be performed by it in connection with
the  Closing  is  subject  to  satisfaction  of  the  following  conditions:

               i. the  representations  and  warranties set forth in Sec.5 above
               shall be true and correct in all  material  respects at and as of
               the Closing Date;

               ii. the Purchaser  shall have  performed and complied with all of
               its  covenants  hereunder  in all material  respects  through the
               Closing;

               iii. no action,  suit, or proceeding  shall be pending before any
               court or quasi-judicial or administrative  agency of any federal,
               state,  local,  or foreign  jurisdiction  wherein an  unfavorable
               judgment, order, decree, stipulation, injunction, or charge would
               (A) prevent consummation of any of the transactions  contemplated
               by  this   Agreement,   or  (B)cause  any  of  the   transactions
               contemplated   by  this  Agreement  to  be  rescinded   following
               consummation (and no such judgment,  order, decree,  stipulation,
               injunction, or charge shall be in effect); and

               iv. all actions to be taken by the Purchaser in  connection  with
               consummation  of the  transactions  contemplated  hereby  and all
               certificates, opinions, instruments, and other documents required
               to  affect  the   transactions   contemplated   hereby   will  be
               satisfactory in form and substance to the Sellers.

The  Company and the Shareholders may waive any condition specified in this Sec.
8(b)  if  they  execute  a  writing  so  stating  at  or  prior  to the Closing.

     9.     REMEDIES  FOR  BREACHES  OF  THIS  AGREEMENT.
            ---------------------------------------------

          a.     By  the  Shareholders.  >From  and  after the Closing Date, the
                 ---------------------
Shareholders,  jointly and severally, shall indemnify the Purchaser against, and
hold  the  Purchaser  harmless  from,  any and all losses directly or indirectly
incurred, suffered, sustained or required to be paid by, or sought to be imposed
upon,  the  Company  or the Purchaser resulting from, relating to or arising out
of:

               i. any breach of any of the  representations or warranties of the
               Shareholders and the Company set forth in Article 4 hereof or


                                      -30-
<PAGE>
               any other  document  or  instrument  executed  and  delivered  in
               connection herewith (the "Transaction Documents");

               ii.  any  breach  of  any  covenant  or  agreement  made  by  the
               Shareholders   or  the  Company  under  this   Agreement  or  the
               Transaction Documents;

               iii.  any loss or  obligation  that  arises  from an  event  that
               occurred,  or circumstances that arose, prior to the Closing Date
               involving  the  Company,   including  events  and   circumstances
               disclosed herein.

The Shareholders shall have no liability under this Section 9(a) or otherwise in
connection  with  the  transactions  contemplated  by  this Agreement unless the
Purchaser  gives  reasonably  prompt  written notice to the Shareholders' Agents
asserting  a  claim for losses, including reasonably detailed specific facts and
circumstances  pertaining  thereto.

          b.   By Purchaser.   >From and after the Closing Date, Purchaser shall
               ------------
indemnify the Shareholders against, and hold the Shareholders harmless from, any
and  all losses directly or indirectly incurred, suffered, sustained or required
to  be  paid  by,  or sought to be imposed upon, the Shareholders or the Company
resulting  from,  relating  to  or  arising  out  of:

               i. any breach of any  representations  or warranties of Purchaser
               set forth in Article 5 hereof or the Transaction Documents;

               ii. any breach of any  covenant or  agreement  made by  Purchaser
               under this Agreement or the Transaction Documents.

The  Purchaser  shall  have no liability under this Section 9(b) or otherwise in
connection  with  the  transactions  contemplated  by  this Agreement unless the
Shareholders'  Agents  give  reasonably  prompt  written  notice  to  Purchaser
asserting  a  claim for losses, including reasonably detailed specific facts and
circumstances  pertaining  thereto.

          c.   "Losses"  Defined.    In  this Agreement, the term "Losses" means
                ----------------
and  includes  all losses, claims, liabilities, damages, judgments, liabilities,
payments,  obligations,  costs  and expenses (including, without limitation, any
reasonable  legal fees and costs and expenses incurred after the Closing Date in
defense  or  in  connection  with  any alleged or asserted liability, payment or
obligation  as  to  which  indemnification  may  apply hereunder), regardless of
whether  or  not  any  liability,  payment, obligation or judgment is ultimately
imposed  against  the indemnified party and whether or not the indemnified party
is  made or becomes a party to an action, suit or proceeding in respect thereof,
voluntarily  or  involuntarily.


                                      -31-
<PAGE>
          d.   Notice  of  Claims.    With respect to any matter as to which any
               ------------------
person  or entity (the "Indemnified Person") is entitled to indemnification from
any other person or entity (the "Indemnifying Person") under this Article 9, the
Indemnified  Person  shall  have  the right, but not the obligation, to contest,
defend  or litigate, and to retain counsel of its choice in connection with, any
claim, action, suit or proceeding by any third party alleged or asserted against
the Indemnified Person in respect of, resulting from, relating to or arising out
of  such  matter,  and  the  costs  and expenses thereof shall be subject to the
indemnification  obligations  of  the  Indemnifying  Person hereunder; provided,
however,  that if the Indemnifying Person acknowledges in writing its obligation
to  indemnify  the  Indemnified  Person in respect of such matter to the fullest
extent  provided  by  this  Article  9,  then  an  Indemnifying  Person shall be
entitled,  at  its  option,  to  assume  and  control the defense of such claim,
action,  suit  or  proceeding at its expense through counsel of its choice if it
gives prompt notice of its intention to do so to the indemnified Person. Neither
an  indemnified Person nor an Indemnifying Person shall be entitled to settle or
compromise  any such claim, action, suit or proceeding without the prior written
consent  of the other party hereto and for purposes of this provision the "other
party  hereto"  shall  be:  (a)  Purchaser,  for  any  Indemnified  Person  or
Indemnifying  Person  who  is  a  Sellers'  Indemnified  Person;  and  (b)  the
Shareholders' Agents, for any Indemnified Person or Indemnifying Person who is a
Purchaser's  Indemnified  Person,  which  consent  shall  not  be  unreasonably
withheld,  delayed  or  conditioned.

          e.   Survival  of  Provisions.
               -------------------------

               i. All  representations  and warranties  contained herein or made
               pursuant to this Agreement shall survive the Closing.

               ii. All covenants and  agreements of the parties  contained in or
               made  pursuant to this  Agreement  and  required to be  performed
               prior to the Closing Date shall not survive the Closing and shall
               be deemed to have been waived by the party for whose  benefit the
               covenant or agreement exists.  All other covenants and agreements
               contained  in or  made  pursuant  to  this  Agreement  (including
               Section  9(a) and 9(b) shall  survive  the Closing so long as any
               claim is made in respect  of such  matters  under any  applicable
               statute of limitations.

          f.   Determination  of  Loss.  The  Parties  shall  make appropriate
               -----------------------
adjustments  for  the  time  cost  of  money  (using  the Applicable Rate as the
discount  rate)  in  determining the amount of loss for purposes of this Sec. 9.

          g.   Other  Indemnification  Provisions;  Offsets.  The  foregoing
               --------------------------------------------
indemnification  provisions  are  in  addition to, and not in derogation of, any
statutory  or common law remedy any Party may have for breach of representation,
warranty, or covenant. Purchaser shall be entitled to offset against any amounts
payable  by


                                      -32-
<PAGE>
Purchaser or the Company to the Company or the Shareholders, as the case may be,
pursuant  to  this  transaction  or  otherwise,  any  amounts owing to Purchaser
hereunder.

          h.   Effect of Director and Officer Indemnification  on  Shareholders'
               -----------------------------------------------------------------
Indemnification  Obligation.  For  the purposes of this Section 9, any claim for
---------------------------
indemnification  asserted by the Shareholders or the Shareholders' Affiliates or
employees  relating  to  service  as  a current or former director or officer or
employee  of  the  Company  against  the  Company (either based on a contractual
right,  on  the  Company's  Articles of Incorporation or Bylaws or on applicable
state  law)  arising  out of claims related to acts or omissions occurring on or
before  Closing  shall  be  indemnified  by  the  Shareholders.

     10.     MISCELLANEOUS.
             --------------

          a.   Press-Releases  and  Announcements.  The  Company  and  the
               ----------------------------------
Shareholders  shall  not issue any press release or announcement relating to the
subject  matter of this Agreement prior to the closing without the prior written
approval  of  the  Purchaser.

          b.   No  Third  Party Beneficiaries.   This Agreement shall not confer
               ------------------------------
any  rights  or  remedies  upon  any  person  other  than  the Parties and their
respective  successors  and  permitted  assigns.

          c.   Entire  Agreement.    This  Agreement  (including  the  documents
               -----------------
referred  to  herein)  constitutes  the  entire  agreement among the Parties and
supersedes  any prior understandings, agreements, or representations by or among
the  Parties,  written  or oral, that may have related In any way to the subject
matter  hereof.

          d.   Succession and Assignment.   This Agreement shall be binding upon
               -------------------------
and  inure  to  the  benefit  of  the  Parties named herein and their respective
successors  and  permitted assigns. No Party may assign either this Agreement or
any  of his or its rights, interests, or obligations hereunder without the prior
written  approval of the Purchaser and the Shareholders; provided, however, that
                                                         --------  -------
the Purchaser may (i) assign any or all of its rights and interests hereunder to
one  or  more of its Affiliates and (ii) designate one or more of its Affiliates
to perform its obligations hereunder (in any or all of which cases the Purchaser
nonetheless  shall  remain  liable and responsible for the performance of all of
its  obligations  hereunder).

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


                                      -33-
<PAGE>
          f.   Headings.   The section headings' contained in this Agreement are
               --------
inserted  for  convenience  only  and shall not affect in any way the meaning or
interpretation  of  this  Agreement.

          g.   Notices.    All  notices,  requests,  demands,  claims, and other
               -------
communications  hereunder  shall  be  in  writing.  Any notice, request, demand,
claim,  or other communication hereunder shall be deemed duly given if (and then
two  business  days  after)  it  is sent by registered or certified mail, return
receipt  requested,  postage prepaid, and addressed to the intended recipient as
set  forth  below:


        If to the Purchaser or to the             Copy to:
        -----------------------------             -------
        Company after Closing:
        ----------------------


        Daniel Bland                              Susan E. Lehr, Esq,
        CTI ACQUISITION CO.                       Monahan & Biagi, P.L.L.C.
        5535 Peregrine Way                        701 - 5th Avenue, Suite
        Blaine, WA 98230                          5700
        Fax No: (360) 354-8513                    Seattle, WA 98104
                                                  Fax No: (206) 587-5710


                                      -34-
<PAGE>
        If to the Purchaser or to the             Copy to:
        -----------------------------             -------
        Company after Closing:
        ----------------------


        John A. French                            Robert I. Betts, Esq.
        CENTURION                                 Egger Betts Austin, P.L.L.C.
        TECHNOLOGIES, INC.                        11120 NE Second Street
        t 5655 NE 85th Street, Suite 2            Suite 200
        Redmond, WA 98052                         Bellevue, WA 98004
        Fax No: (425) 558-9336                    Fax No:(425) 450-3310


Any  Party  may  give any notice, request, demand, claim, or other communication
hereunder using any other means (including personal delivery, expedited courier,
messenger  service,  telecopy, telex, ordinary mail, or electronic mail), but no
such  notice,  request, demand, claim, or other communication shall be deemed to
have  been duly given unless and until it actually is received by the individual
for  whom  it  is  intended.  Any Party may change the address to which notices,
requests,  demands,  claims,  and  other  communications  hereunder  are  to  be
delivered  by  giving  the  other Parties notice in the manner herein set forth.

          h.     Resolution of Disputes. The Parties agree that, in the event of
                 ----------------------
a  dispute  between them, arising from, concerning or in any way related to this
Agreement,  the  Parties  shall  undertake  good  faith efforts to negotiate the
resolution  of  the  matter amicably between them for a period of no longer than
thirty  (30)  days  following  written  notice of the dispute provided by either
Party.  If  these  negotiations  prove to be unsuccessful for any reason, either
Party  may  initiate  a  court  action.

          i.     Amendments  and  Waivers. No amendment of any provision of this
                 ------------------------
Agreement  shall  be valid unless the same shall be in writing and signed by the
Purchaser  and  the Shareholders' Agents. No waiver by any Party of any default,
misrepresentation,  or  breach  of  warranty  or  covenant  hereunder,  whether
intentional  or  not,  shall  be  deemed  to  extend  to any prior or subsequent
default,  misrepresentation,  or  breach  of  warranty  or covenant hereunder or
affect  in  any way any rights arising by virtue of any prior or subsequent such
occurrence.

          j.     Severability.  Any  term or provision of this Agreement that is
                 ------------
invalid  or  unenforceable in any situation in any jurisdiction shall not affect
the  validity  or enforceability of the remaining terms and provisions hereof or
the  validity  or enforceability of the offending term or provision in any other
situation  or  in  any  other  jurisdiction. If the final judgment of a court of
competent  jurisdiction declares that any term or provision hereof is invalid or
unenforceable,  the  Parties  agree  that  the court making the determination of
invalidity  or  unenforceability  shall  have  the  power  to  reduce the scope,
duration, or area of the term or provision, to delete specific words or phrases,
or  to  replace  any  invalid  or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing the
intention  of the invalid or unenforceable term or provision, and this Agreement
shall


                                      -35-
<PAGE>
be  enforceable as so modified after the expiration of the time within which the
judgment  maybe  appealed.

          k.     Expenses.  Each  of  the  Parties  will  bear its own costs and
                 --------
expenses  (including  legal  fees and expenses) incurred in connection with this
Agreement  and the transactions contemplated hereby. The Shareholders agree that
the  Company  has not borne and will not bear any of the Shareholders' costs and
expenses  (including any of its legal fees and expenses) in connection with this
Agreement  or  any  of  the  transactions  contemplated  hereby.

          l.     Construction.  The  language  used  in  this  Agreement will be
                 ------------
deemed  to be the language chosen by the Parties to express their mutual intent,
and  no  rule  of  strict  construction  shall be applied against any Party. Any
reference  to  any  federal,  state,  local,  or foreign statute or law shall be
deemed also to refer to all rules and regulations promulgated thereunder, unless
the  context  requires  otherwise.  The Parties intend that each representation,
warranty,  and covenant contained herein shall have independent significance. If
any  Party  has  breached  any  representation,  warranty, or covenant contained
herein  in  any  respect,  the  fact  that  there exists another representation,
warranty,  or  covenant  relating  to the same subject matter (regardless of the
relative  levels  of  specificity)  which  the  Party has not breached shall not
detract  from  or  mitigate  the  fact  that the Party is in breach of the first
representation,  warranty,  or  covenant.

          m.     Incorporation  of  Exhibits  and  Schedules.  The  Exhibits and
                 -------------------------------------------
Schedules  Identified in this Agreement are incorporated herein by reference and
made  a  part  hereof.

          n.     Specific  Performance.  The  Shareholders,  the  Company  and
                 ---------------------
Purchaser  each acknowledge and agree that the other Party(ies) would be damaged
irreparably  in  the  event  any  of  the  provisions  of this Agreement are not
performed  in  accordance  with  their specific terms or otherwise are breached.
Accordingly,  the  Shareholders,  the  Company  and Purchaser agree that a Party
shall  be  entitled  to  an injunction or injunctions to prevent breaches of the
provisions  of this Agreement and to enforce specifically this Agreement and the
terms  and  provisions  hereof in any action instituted in addition to any other
remedy  to  which  they  may  be  entitled  at  law  or  in  equity.

          o.     Currency.  All  dollar  amounts  used  in this Agreement are in
                 --------
United  States  dollars.


                  [Remainder of page intentionally left blank]


                                      -36-
<PAGE>
          p.     Shareholders,  Agents.  Shareholders,  pursuant  to  the
                 ---------------------
Shareholders  Agent  Agreement  attached hereto as Exhibit 10(p), have appointed
and  authorized John C. French and Edward P. Rich as the Shareholders' Agents to
act  on  their  individual  behalves  with respect to all matters concerning the
transactions  contemplated  in  the  Transaction  Documents.  In dealing with or
communicating  with the Shareholders, Purchaser shall be entitled to rely on the
representations,  agreements  and  actions  of the Shareholders' Agents. Notices
given  to  or  other  actions  taken with respect to the Shareholders' Agents by
Purchaser  for  the  benefit  of  the Shareholders as contemplated hereby or the
other  Transaction Documents shall be deemed made, taken or delivered to each of
the  Shareholders.  Purchaser and the Company shall be third party beneficiaries
of  the  Shareholders'  Agent  Agreement.

     IN  WITNESS  WHEREOF, the Parties hereto have executed this Agreement as of
the  date  first  above  written.

SELLER:

CENTURION  TECHNOLOGIES,  INC.

     /s/:  John  A.  French                 /s/  Edward  P.  Rich
------------------------------------        ------------------------------------
John  A.  French,  President                Edward  P.  Rich



     /s/:  John  A.  French                 /s/  Brandon  S.  Gary
------------------------------------        ------------------------------------
John  A.  French,  President                Brandon  S.  Gary



     /s/  Robert  D.  Highley,  Md          /s/  Perry  B.  Highley  6/10-99
------------------------------------        ------------------------------------
Robert  D.  Highley,  Md                    Perry  B.  Highley



     /s/  Dale  D.  Smith                   /s/  James  Feeley
------------------------------------        ------------------------------------
Dale  D.  Smith                             James  Feely



     /s/  David  J.  Lee                    /s/  Celia  Gainer
------------------------------------        ------------------------------------
David  J.  Lee                              Celia  Gainer


                                      -37-
<PAGE>

                                            /s/  Jon  E.  Fleming
------------------------------------        ------------------------------------
Ronald  E.  Coulter                         Jon  E.  Fleming



                                            CARDIAC  DIMENSIONS,  INC.

     /s/  Catherine  Peters  6-8-99
------------------------------------
Catherine  Peters

                                            By  /s/  Karen  Bradley
                                              ----------------------------------
                                            Karen  Bradley,  its  President



     /s/  Gilbert Peters 6-8-99             CARDIOTHORACIC  SURGEONS
------------------------------------        401K  Saving  Plan  &  Trust  FOB
Gilbert  Peters



     /s/  John  C. Springett 6/16/99        By
------------------------------------          ----------------------------------
John  C.  Springett                           Kari  J.  Vitkainen



PURCHASER:

CTI  ACQUISITION  CORPORATION


     /s/  Daniel  Bland
------------------------------------
     Daniel  Bland,  President


ABACUS  CAPITAL  L  L.C.                    UPGRADE  INTERNATIONAL  CORP.


By     /s/  Jerry  L.  Smith                By  /s/  Daniel  Bland
------------------------------------          ----------------------------------
       Jerry  L.  Smith,  Manager             Daniel  Bland,  President


                                      -38-
<PAGE>