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                            STOCK PURCHASE AGREEMENT

                                 By and Between

                           THE JPM COMPANY OF DELAWARE

                                       and

                               ABELARDO FRAGA, JR.
                                 FRITZ JUNGINGER
                                   ULMIN S.A.
                        DATALINK PARTICIPACOES S/C LTDA.
               AF DATALINK EQUIPAMENTOS DE TELECOMUNICACAOES LTDA.









                            Dated November 1st, 1998

<PAGE>



         TABLE OF CONTENTS


1.   Definition:                                                      Page 6
2.   Sale and Transfer of Shares; Closing; Operations After Closing   Page 11
2.1  Shares                                                           Page 11
2.2  Purchase Price                                                   Page 11
2.3  Working Capital                                                  Page 12
2.4  Lease                                                            Page 12
2.5  Closing                                                          Page 12
2.6  Closing Obligations                                              Page 13
2.7  Buy-Sell Restrictions of Datalink Shares                         Page 13
2.8  Operations After Closing                                         Page 14
3.   Representations and Warranties of Seller                         Page 14
3.1  Organization and Good Standing                                   Page 15
3.2  Authority; No Conflict                                           Page 15
3.3  Capitalization                                                   Page 16
3.4  Financial Statements                                             Page 16
3.5  Books and Records                                                Page 17
3.6  Owned Real Estate                                                Page 17
3.7  Leased Real Property                                             Page 18
3.8  Owned And Leased Tangible Personal Property                      Page 18
3.9  Conditions of Buildings And Tangible Personal Property           Page 18
3.10 Accounts And Notes Receivables                                   Page 19
3.11 Contracts                                                        Page 19
3.12 Inventories And Supplies                                         Page 19
3.13 Prepaid Items And Deposits                                       Page 20
3.14 Other Assets                                                     Page 20
3.15 Bank And Personnel Matters                                       Page 20
3.16 No Undisclosed Liabilities                                       Page 20
3.17 Taxes                                                            Page 20
3.18 No Material Adverse Change                                       Page 21
3.19 Employee Matters                                                 Page 21
3.20 Compliance With Legal Requirements; Governmental Authorizations  Page 23
3.21 Legal Proceedings; Orders                                        Page 24
3.22 Absence of Certain Changes And Events                            Page 25
3.23 Insurance                                                        Page 26
3.24 Environmental Matters                                            Page 26
3.25 Labor Relations; Compliance                                      Page 28
3.26 Intellectual Property Assets                                     Page 28
3.27 Material And Affiliate Contracts                                 Page 29
3.28 Certain Payments                                                 Page 30
3.29 Computer Programs And Software                                   Page 30
3.30 Disclosure                                                       Page 31
3.31 Brokers or Finders                                               Page 31
4.   Representations And Warranties of Buyer                          Page 31
4.1  Organization And Good Standing                                   Page 31
4.2  Authority; No Conflict                                           Page 31
4.3  Investment Intent                                                Page 32
4.4  Certain Proceedings                                              Page 32
4.5  Brokers or Finders                                               Page 32
5.   Covenants of The Acquired Companies And The Sellers              Page 32
5.1  Access And Investigation                                         Page 32
5.2  Operation of The Business of The Acquired Companies              Page 32
5.3  Negative Covenant                                                Page 33
5.4  Required Approvals                                               Page 33
5.5  Notification                                                     Page 33
5.6  Payment of Indebtedness By Related Persons                       Page 33
5.7  No Negotiation                                                   Page 34
5.8  Best Efforts                                                     Page 34
6.   Covenants of Jpm                                                 Page 34
6.1  Approvals of Governmental Bodies                                 Page 34
6.2  Best Efforts                                                     Page 34
6.3. Undisclosed Datalink Assets                                      Page 34
6.4  Conducting Business                                              Page 35
7.   Conditions Precedent To Jpm's Obligation To Close                Page 35
7.1  Accuracy of Representations                                      Page 35
7.2  No Material Adverse Change                                       Page 35
7.3  No Loss                                                          Page 35
7.4  Certificate                                                      Page 35
7.5  Performance                                                      Page 35
7.6  Consents                                                         Page 36
7.7  Additional Documents                                             Page 36
7.8  No Proceedings                                                   Page 36
7.9  No Claim Regarding Stock Ownership or Sale Proceeds              Page 36
7.10 No Prohibition                                                   Page 36
7.11 Due Diligence                                                    Page 37
8.   Conditions Precedent To The Sellers' Obligation To Close         Page 37
8.1  Accuracy of Representations                                      Page 37
8.2  Certificates                                                     Page 37
8.3  Buyer's Performance                                              Page 37
8.4  Additional Documents                                             Page 38
8.5  No Injunction                                                    Page 38
9.   Termination.                                                     Page 38
9.1  Termination Events                                               Page 38
9.2  Effect of Termination                                            Page 38
10.  Indemnification; Remedies.                                       Page 39
10.1 Survival; Right To Indemnification Not Affected By Knowledge     Page 39
10.2 Indemnification And Payment of Damages By Seller                 Page 39
10.3 Indemnification And Payment of Damages By Sellers--
      Environmental Matters                                           Page 40
10.4 Indemnification And Payment of Damages By Buyer                  Page 41
10.5 Procedure For Indemnification--Third Party Claims                Page 41
10.6 Procedure For Indemnification--Other Claims                      Page 42
11.  General Provisions.                                              Page 42
11.1 Expenses                                                         Page 42
11.2 Public Announcements                                             Page 42
11.3 Confidentiality                                                  Page 42
11.4 Notices                                                          Page 43
11.5 Jurisdiction; Service of Process                                 Page 44
11.6 Further Assurances                                               Page 44
11.7 Waiver                                                           Page 44
11.8 Entire Agreement And Modification                                Page 45
11.9 Schedules                                                        Page 45
11.10 Assignments, Successors, And No Third-Party Rights              Page 45
11.11 Severability                                                    Page 45
11.12 Section Headings; Construction                                  Page 45
11.13 Time of Essence                                                 Page 46
11.14 Governing Law                                                   Page 46
11.15 Counterparts                                                    Page 46

<PAGE>



                           STOCK PURCHASE AGREEMENT


THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made this 1st day of
October, 1998, by and between The JPM Company of Delaware, a Delaware
corporation with an office at 155 North 15th Street, Lewisburg, Pennsylvania,
17837, United States of America (referred to herein as "JPM" or the "Buyer"),
and Abelardo Fraga, Jr., an adult individual (referred to herein as "Fraga"),
Fritz Junginger, an adult individual (referred to herein as "Junginger")
(collectively, Fraga and Junginger are sometimes referred to herein as the
"Selling Shareholders" or the "Sellers"), Ulmin S.A., a Uruguayan corporation
with its principal place of business at Rincon, 602 - Piso 2 - 11000 Montevideo,
(referred to herein as "Ulmin"), Datalink Participacoes S/C Ltda., a Brazilian
limited liability company with its principal place of business at Rua Gibraltar
314, 3rd floor, 04755-070 Sao Paulo/SP, Brazil (referred to herein as "Holding
Company") and AF Datalink Equipamentos de Telecomunicacoes Ltda., a Brazilian
limited liability company with its principal place of business at Rua Gibraltar
314, 04755-070, Sao Paulo/SP, Brazil (hereinafter referred to as "Datalink")
Ulmin, Holding Company and Datalink are collectively referred to herein as the
"Acquired Companies").

         WITNESSETH:

WHEREAS, JPM is engaged in the manufacture of cable assemblies and wire
harnesses for original equipment manufacturers ("OEMs") in the computer,
telecommunications and networking sectors of the electronics industry; and

WHEREAS, the Selling Shareholders own all of the outstanding capital stock
of ULMIN; and

WHEREAS, ULMIN owns all of the outstanding capital stock of Holding
Company; and

WHEREAS, Holding Company owns sixty percent (60%) of the outstanding
capital stock of Datalink; and

WHEREAS, Datalink is engaged in the manufacture of, among other things,
cable assemblies and related components and operates manufacturing facilities in
Sao Paulo, Brazil; and

WHEREAS, the Selling Shareholders desire to sell, and JPM desires to
purchase all of the outstanding capital stock of ULMIN, upon the terms and
conditions set forth in this Agreement.


NOW THEREFORE, for and in consideration of the mutual promises, covenants
and conditions set forth herein, and for other good and valuable consideration,
the receipt and legal sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:

<PAGE>


1.       DEFINITIONS.

For purposes of this Agreement, the following terms have the meanings
specified or referred to in this Section 1:

"Applicable Contract"--any Contract (a) under which any Acquired Company
has or may acquire any rights, (b) under which any Acquired Company has or may
become subject to any obligation or liability, or (c) by which any Acquired
Company or any of the assets owned or used by it is or may become bound.

"Acquired Companies"--as defined in the first paragraph of this Agreement.

"Balance Sheet"--as defined in Section 3.4.

"Best Efforts"--the efforts that a prudent Person desirous of achieving a
result would use in similar circumstances to ensure that such result is achieved
as expeditiously as possible.

"Breach"--a "Breach" of a representation, warranty, covenant, obligation,
or other provision of this Agreement or any instrument delivered pursuant to
this Agreement will be deemed to have occurred if there is or has been (a) any
inaccuracy in or breach of, or any failure to perform or comply with, such
representation, warranty, covenant, obligation, or other provision, or (b) any
claim (by any Person) or other occurrence or circumstance that is or was
inconsistent with such representation, warranty, covenant, obligation, or other
provision, and the term "Breach" means any such inaccuracy, breach, failure,
claim, occurrence, or circumstance.

"Buyer"--as defined in the first paragraph of this Agreement.

"Closing"--as defined in Section 2.5.

"Closing Date"--the date and time as of which the Closing actually takes
place as set forth in Section 2.5.

"Consent"--any approval, consent, ratification, waiver, or other
authorization (including any Governmental Authorization).

"Contemplated Transactions"--all of the transactions contemplated by this
Agreement, including, but not limited to:

(a)      the sale of the Shares by the Selling Shareholders to Buyer;

(b) the execution, delivery, and performance of the Management Agreements
and the Lease;

(c) the performance by Buyer, the Selling Shareholders and the Acquired
Companies of their respective covenants and obligations under this Agreement;
and

(d) Buyer's acquisition and ownership of the Shares and exercise of control
over the Acquired Companies.

"Contract"--any agreement, contract, obligation, promise, or undertaking
(whether written or oral and whether express or implied) that is legally
binding.

"Damages"--as defined in Section 10.2.

"Datalink Shares"- the entire outstanding capital stock of Datalink.

"Disclosure Schedule"-- as defined in Section 3.

"Management Agreements"- as defined in Section 2.6(a)(ii).

"Encumbrance"--any charge, claim, community property interest, condition,
equitable interest, lien, option, pledge, security interest, right of first
refusal, or restriction of any kind, including any restriction on use, voting,
transfer, receipt of income, or exercise of any other attribute of ownership.

"Environment"--soil, land surface or subsurface strata, surface waters
(including navigable waters, ocean waters, streams, ponds, drainage basin, and
wetlands), groundwaters, drinking water supply, stream sediments, ambient air
(including indoor air), plant and animal life, and any other environmental
medium or natural resource.

"Environmental, Health, and Safety Liabilities"--any cost, damages,
expense, liability, obligation, or other responsibility arising from or under
Environmental Law or Occupational Safety and Health Law and consisting of or
relating to:

(a) any  environmental,  health,  or safety  matters  or  conditions  (including
on-site  or  off-site   contamination,   occupational  safety  and  health,  and
regulation of chemical substances or products);

(b) fines, penalties,  judgments,  awards,  settlement,  legal or administrative
proceedings,  damages,  losses,  claims,  demands and  response,  investigative,
remedial,  or inspection costs and expenses arising under  Environmental  Law or
Occupational Safety and Health Law;

(c) financial  responsibility under Environmental Law or Occupational Safety and
Health Law for cleanup costs or corrective action,  including any investigation,
cleanup,  removal,   containment,  or  other  remediation  or  response  actions
("Cleanup") required by applicable  Environmental Law or Occupational Safety and
Health Law  (whether or not such  Cleanup has been  required or requested by any
Governmental Body or any other Person) and for any natural resource damages; or

(d) any  other  compliance,  corrective,  investigative,  or  remedial  measures
required under Environmental Law or Occupational Safety and Health Law.

The terms  "removal,"  "remedial," and "response  action,"  include the types of
activities covered by the United States  Comprehensive  Environmental  Response,
Compensation,  and  Liability  Act,  42  U.S.C.  ss 9601  et  seq.,  as  amended
("CERCLA").

"Environmental Law"--any Legal Requirement that requires or relates to:

(a) advising appropriate  authorities,  employees, and the public of intended or
actual releases of pollutants or hazardous  substances or materials,  violations
of  discharge  limits,  or  other   prohibitions  and  of  the  commencement  of
activities,  such as  resource  extraction  or  construction,  that  could  have
significant impact on the Environment;

(b)  preventing  or reducing to  acceptable  levels the release of pollutants or
hazardous substances or materials into the Environment;

(c) reducing the quantities, preventing the release, or minimizing the hazardous
characteristics of wastes that are generated;

(d) assuring that products are designed, formulated,  packaged, and used so that
they do not present  unreasonable  risks to human health or the Environment when
used or disposed of;

(e) protecting resources, species, or ecological amenities;

(f) reducing to acceptable  levels the risks inherent in the  transportation  of
hazardous substances, pollutants, oil, or other potentially harmful substances;

(g) cleaning up pollutants  that have been  released,  preventing  the threat of
release, or paying the costs of such clean up or prevention; or

(h) making  responsible  parties pay  private  parties,  or groups of them,  for
damages done to their health or the  Environment,  or permitting  self-appointed
representatives  of the public  interest to recover for injuries  done to public
assets.

"ERISA"--the  Employee  Retirement  Income Security Act of 1974 or any successor
law and regulations and rules issued pursuant to that Act or any successor law,

"Facilities"--any  real property,  leaseholds,  or other interests  currently or
formerly owned or operated by any Acquired  Company and any  buildings,  plants,
structures,  or equipment  (including  motor  vehicles,  tank cars,  and rolling
stock) currently or formerly owned or operated by any Acquired Company.

"GAAP"--generally accepted United States accounting principles.

"Governmental Authorization"--any approval, consent, license, permit, waiver, or
other authorization  issued,  granted,  given, or otherwise made available by or
under  the  authority  of  any  Governmental  Body  or  pursuant  to  any  Legal
Requirement.

"Governmental Body"--any:

(a) nation, state, county, city, town, village,  district, or other jurisdiction
of any nature;

b) federal, state, local, municipal, foreign, or other government;

(c) governmental or  quasi-governmental  authority of any nature  (including any
governmental agency,  branch,  department,  official, or entity and any court or
other tribunal);

d) multi-national organization or body; or

(e) body exercising,  or entitled to exercise,  any  administrative,  executive,
judicial,  legislative,  police, regulatory, or taxing authority or power of any
nature.

"Hazardous  Activity"--the  distribution,   generation,   handling,   importing,
management, manufacturing, processing, production, refinement, Release, storage,
transfer,  transportation,  treatment, or use (including any withdrawal or other
use of  groundwater)  of Hazardous  Materials in, on, under,  about, or from the
Facilities  or any  part  thereof  into  the  Environment,  and any  other  act,
business,  operation,  or thing that increases the danger, or risk of danger, or
poses  an  unreasonable  risk of  harm  to  persons  or  property  on or off the
Facilities,  or  that  may  affect  the  value  of the  Facilities  or  Acquired
Companies.

"Hazardous  Materials"--any  waste or other  substance that is listed,  defined,
designated,  or  classified  as,  or  otherwise  determined  to  be,  hazardous,
radioactive,  or toxic or a pollutant or a contaminant  under or pursuant to any
Environmental Law, including any admixture or solution thereof, and specifically
including  petroleum  and  all  derivatives  thereof  or  synthetic  substitutes
therefor and asbestos or asbestos-containing materials.

"Indemnified Persons"--as defined in Section 10.2.

"Intellectual Property Assets"--as defined in Section 3.26.

"Interim Balance Sheet"--as defined in Section 3.4.

"IRC"--the  Internal  Revenue Code of 1986 or any successor law, and regulations
issued by the IRS pursuant to the Internal Revenue Code or any successor law.

"IRS"--the United States Internal Revenue Service or any successor agency,  and,
to the extent relevant, the United States Department of the Treasury.

Knowledge"--an  individual  will be deemed to have  "Knowledge" of a particular
fact or other matter if:

a) such individual is actually aware of such fact or other matter; or

(b) a prudent individual could be expected to discover or otherwise become aware
of  such  fact  or  other  matter  if the  course  of  conducting  a  reasonably
comprehensive  investigation  concerning  the  existence  of such  fact or other
matter.

A Person  (other than an  individual)  will be deemed to have  "Knowledge"  of a
particular fact or other matter if any individual who is serving,  or who has at
any time served, as a director,  officer, partner,  executor, or trustee of such
Person (or in any similar  capacity) has, or at any time had,  Knowledge of such
fact or other matter.

"Lease"-- as defined in Section 2.4.

"Legal   Requirement"--any   federal,   state,   local,   municipal,    foreign,
international,  multinational, or other administrative order, constitution, law,
ordinance, principle of common law, regulation, statute, or treaty.

"Occupational  Safety and Health Law"--any Legal Requirement designed to provide
safe and healthful  working  conditions  and to reduce  occupational  safety and
health hazards,  and any program,  whether  governmental  or private  (including
those   promulgated  or  sponsored  by  industry   associations   and  insurance
companies),   designed  to  provide  safe  and  healthful  working   conditions.
"Order"--any award, decision, injunction,  judgment, order, ruling, subpoena, or
verdict entered, issued, made, or rendered by any court,  administrative agency,
or other Governmental Body or by any arbitrator.

"Ordinary  Course of  Business"--an  action  taken by a Person will be deemed to
have been taken in the "Ordinary Course of Business" only if:

(a) such  action is  consistent  with the past  practices  of such Person and is
taken in the ordinary course of the normal day-to-day operations of such Person;

(b) such action is not  required to be  authorized  by the board of directors of
such Person (or by any Person or group of Persons exercising similar authority);
and

(c) such action is similar in nature and magnitude to actions customarily taken,
without any  authorization  by the board of directors (or by any Person or group
of Persons exercising similar  authority),  in the ordinary course of the normal
day-to-day  operations of other Persons that are in the same line of business as
such Person.

"Organizational  Documents"--(a) the articles or certificate of incorporation or
the articles of association and the bylaws of a corporation; (b) the partnership
agreement and any statement of  partnership  of a general  partnership;  (c) the
limited  partnership  agreement and the certificate of limited  partnership of a
limited  partnership;  (d) any charter or similar  document  adopted or filed in
connection with the creation,  formation,  or organization of a Person;  and (e)
any amendment to any of the foregoing.

"Penalty"--as defined in Section 9.

"Person"--any  individual,  corporation (including any non-profit  corporation),
general  or limited  partnership,  limited  liability  company,  joint  venture,
estate,  trust,  association,  organization,  labor  union,  or other  entity or
Governmental Body.

"Proceeding"--any   action,   arbitration,    audit,   hearing,   investigation,
litigation, or suit (whether civil, criminal, administrative,  investigative, or
informal)  commenced,  brought,  conducted,  or heard by or before, or otherwise
involving, any Governmental Body or arbitrator.

"Release"--any spilling, leaking, emitting, discharging,  depositing,  escaping,
leaching, dumping, or other releasing into the Environment,  whether intentional
or unintentional.

"Representative"--with  respect to a particular Person,  any director,  officer,
employee,  agent,  consultant,  advisor, or other representative of such Person,
including legal counsel, accountants, and financial advisors.

"Securities  Act"--the  Securities  Act  of  1933  or  any  successor  law,  and
regulations and rules issued pursuant to that Act or any successor law.

"Sellers"--as defined in the first paragraph of this Agreement.

"Selling Shareholders"--as defined in the first paragraph of this Agreement.

"Shares"--as defined in Section 2.1.

"Subsidiary"--with respect to any Person (the "Owner"), any corporation or other
Person  of which  securities  or other  interests  having  the  power to elect a
majority of that  corporation's  or other Person's board of directors or similar
governing  body,  or  otherwise  having  the power to direct  the  business  and
policies of that  corporation  or other Person  (other than  securities or other
interests  having such power only upon the happening of a  contingency  that has
not  occurred)  are held by the Owner or one or more of its  Subsidiaries;  when
used without reference to a particular  Person,  "Subsidiary" means a Subsidiary
of any Acquired Company.

"Tax"--any tax (including any income tax,  capital gains tax,  value-added  tax,
sales tax,  property tax, gift tax, or estate tax),  levy,  assessment,  tariff,
duty  (including  any customs duty),  deficiency,  or other fee, and any related
charge or amount (including any fine,  penalty,  interest,  or addition to tax),
imposed,  assessed,  or collected by or under the authority of any  Governmental
Body or payable  pursuant to any  tax-sharing  agreement  or any other  Contract
relating to the sharing or payment of any such tax,  levy,  assessment,  tariff,
duty, deficiency, or fee.

"Tax Return"--any return (including any information return), report,  statement,
schedule, notice, form, or other document or information filed with or submitted
to, or  required  to be filed with or  submitted  to, any  Governmental  Body in
connection with the determination, assessment, collection, or payment of any Tax
or in connection with the administration,  implementation,  or enforcement of or
compliance  with  any  Legal  Requirement   relating  to  any  Tax.  "Threat  of
Release"--a substantial likelihood of a Release that may require action in order
to prevent  or  mitigate  damage to the  Environment  that may result  from such
Release.

"Threatened"--a  claim,  Proceeding,  dispute,  action,  or other matter will be
deemed to have  been  "Threatened"  if any  demand  or  statement  has been made
(orally or in writing) or any notice has been given  (orally or in writing),  or
if any other event has  occurred or any other  circumstances  exist,  that would
lead a  prudent  Person to  conclude  that  such a claim,  Proceeding,  dispute,
action, or other matter is likely to be asserted, commenced, taken, or otherwise
pursued in the future.

2.       SALE AND TRANSFER OF SHARES; CLOSING; OPERATIONS AFTER CLOSING

2.1      SHARES

Subject to the terms and conditions of this Agreement,  on the Closing Date, the
Selling Shareholders shall sell, transfer,  convey, assign and deliver to Buyer,
and Buyer  shall  purchase  and  assume all of the  outstanding  shares of ULMIN
(hereinafter referred to as the "Shares").

2.2      PURCHASE PRICE

As consideration for the Shares, Buyer shall pay to the Selling Shareholders the
following purchase price (hereinafter referred to as the "Purchase Price"):

(a) As partial  consideration  for the Shares, on the Closing Date, Buyer shall
pay to the Selling  Shareholders  the sum of Six Million  United States Dollars
(US  $6,000,000.00)  by delivery of cash by wire transfer or other  immediately
available United States funds.

(b) As partial  consideration  for the Shares, on the Closing Date, Buyer shall
deliver to Selling  Shareholders  a note in the  amount of Two  Million  United
States Dollars (US  $2,000,000.00)  payable in one year after Closing,  bearing
interest at an annual rate of 8.75%, which note may be prepaid without penalty.

(c) As partial consideration for the Shares, on the Closing Date, Buyer shall
deliver to Selling Shareholders common stock of Buyer with a value of Two
Million Five Hundred Thousand United States Dollars ($2,500,000.00). The number
of shares shall be determined by dividing the value due by the closing price on
Tuesday, November 10, 1998. (As an example, if the closing price on Tuesday,
November 10, 1998 is Ten Dollars ($10.00) per share, Buyer would transfer
250,000 shares of stock in Buyer company to Sellers.) Buyer shall be
responsible for registering the shares at the earliest practicable opportunity
after consultation with sellers. Sellers shall be responsible for compliance
with all rules and regulations governing the sale and trade of such stock..

(d) As partial consideration for the Shares, the Selling Shareholders shall
receive an aggregate amount equal to sixteen and two-thirds percent (16 2/3%) of
the Net Income of Datalink earned until the later of

(i)      One year from the effective date of Closing; or
(ii)     Payment of the note referred to in paragraph 2.2 (b) above.

The amount due hereunder shall be due and payable to the Selling Shareholders
within ninety (90) days of completion of the audit for the fiscal year, for
the period until September 30, 1999. For any period thereafter, the amount
due shall be due within ninety days (90) days of the date for which it is
due. "Net Income" shall mean income after taxes as determined in accordance
with GAAP.


2.3      WORKING CAPITAL

For purposes of this Section 2.3, "Working Capital" shall be defined as the
current assets of Datalink, as determined in accordance with GAAP, less the
current liabilities of Datalink, as determined in accordance with GAAP.

(a) Immediately prior to the Closing Date, the Working Capital of Datalink shall
be paid and  distributed  to the Selling  Shareholders  by and from  Datalink in
proportion to their ownership  interests.  Pursuant to Section 3.22 hereof, such
distribution of Working Capital shall be disclosed and set forth in Section 3.22
of the Disclosure Schedule.

(b) Buyer and the  Selling  Shareholders  agree that an  aggregate  total of One
Million United States Dollars (US  $1,000,000.00)  shall be invested in Datalink
for working  capital  purposes to be paid as follows:  (i) on the Closing  Date,
Buyer shall invest in and pay to Datalink  cash in the  aggregate  amount of Six
Hundred  Thousand United States Dollars (US  $600,000.00)  (the "Buyer's Initial
Capital"), and (ii) on the Closing Date, the Selling Shareholders, collectively,
shall invest in and pay to Datalink cash in the aggregate amount of Four Hundred
Thousand  United  States  Dollars  (US  $400,000.00)   (the  "Sellers'   Initial
Capital").



2.4      LEASE

On the Closing Date, the Selling  Shareholders shall lease to the Buyer the real
property situate at Rua Gibraltar 314, 04755-070 SAo Paulo/SP Brazil pursuant to
a lease agreement  substantially  in the form of Exhibit 2.4 attached hereto and
made a part  hereof  (the  "Lease").  The terms of such Lease  shall  include an
initial lease term of three (3) years at a lease price of R $18,333.00 per month
which shall be adjusted annually based on the Consumer Price Index.  Buyer shall
have the option to renew the term of the Lease for an additional  three (3) year
period at a lease price increase of no greater than the Consumer Price Index.

2.5      CLOSING

The purchase and sale provided for in this Agreement (the  "Closing")  will take
place at the  office of  Datalink  on or before  November  13,  1998;  provided,
however,  the effective date for reconciliation of accounts and determination of
payments due shall be November 1, 1998.  Subject to the provisions of Section 9,
failure to consummate  the purchase and sale  provided for in this  Agreement on
the date and time and at the place determined  pursuant to this Section 2.5 will
not result in the  termination  of this Agreement and will not relieve any party
of any obligation under this Agreement.


2.6      CLOSING OBLIGATIONS

At the Closing:

(a)      The Selling Shareholders shall deliver to Buyer:

(i) certificates  representing the Shares, duly endorsed (or accompanied by duly
executed stock powers);

(ii) management  agreements in the form of Exhibit 2.6(a)(ii),  executed by each
of the Selling Shareholders (collectively, the "Management Agreements");

iii) the Lease executed by each of the Selling Shareholders;

(iv) each of the documents required to be delivered pursuant to Section 7; and

(v) Evidence in the Datalink's  books that Seller's  credit  presently  shown as
"current  liabilities" are transferred to position  "shareholders equity" in the
amount of Sellers' Initial Capital set forth in Section 2.3, above.

(b) Buyer shall deliver to the Selling Shareholders:

(i) the following  amounts by bank  cashier's or certified  check payable to the
order  of,  or by  wire  transfer  to the  accounts  of,  Fraga  and  Junginger,
respectively: US$ 3,000,000.00 to Fraga and US$3,000,000.00 to Junginger;

(ii) a note or notes in the aggregate amount of  US$2,000,000.00,  per the terms
set forth in paragraph 2.2(b) above;

iii) stock in the amount  required  under the  formula  set forth in  paragraph
2.2(c) above;

iv) the Management Agreements executed by Buyer;

v) the Lease executed by Buyer;

vi) each of the  documents  required  to be  delivered  pursuant  to  Section 8
hereof;

(vii) bank  cashier's or certified  check,  or evidence of wire  transfer to the
account of Datalink, or other credit acceptable to Selling Shareholders,  in the
amount of Buyer's  Initial  Capital as set forth in Section  2.3 and  payable to
Datalink. By mutual agreement of Buyer and Selling Shareholders,  the payment of
any amounts due  hereunder,  together with the deposit of Selling  Shareholders'
share of such  capital as required  under  paragraph  2.3 above,  may be delayed
pending final  calculation of the "Working  Capital."  Upon such  determination,
which the  parties  intend to conclude by the week of  November  23,  1998,  the
payments set forth under paragraph 2.3 shall be exchanged.


 .7 BUY-SELL RESTRICTIONS OF DATALINK SHARES

During the first three (3) years following the Closing Date, Buyer, Fraga
and Junginger shall not sell his or its ownership interest in the Datalink
Shares. Following the third year from the Closing Date, Buyer, Fraga or
Junginger, at its or his sole discretion, may sell its or his ownership interest
in the Datalink Shares subject to the provisions of this Section 2.7.

(a) In the event Fraga and/or Junginger, as the case may be, has received a bona
fide offer to purchase  his  ownership  interest in the  Datalink  Shares from a
third  party,  or in the event Fraga and/or  Junginger,  as the case may be, has
offered for sale his ownership interest in the Datalink Shares to a third party,
Buyer shall have the right of first refusal to purchase such ownership  interest
in the Datalink Shares upon the same terms and conditions as such initial offer.
Buyer shall have thirty (30) days from receipt of written notice by Fraga and/or
Junginger of any such offer to exercise or waive its right of first refusal.

(b) In the event Buyer has received a bona fide offer to purchase its  ownership
interest in the Datalink  Shares from a third  party,  or in the event Buyer has
offered for sale its ownership interest in the Datalink Shares to a third party,
Fraga and  Junginger  shall  have the right of first  refusal to  purchase  such
ownership  interest in the Datalink Shares upon the same terms and conditions as
such initial offer. Fraga and Junginger shall have thirty (30) days from receipt
of written  notice by Buyer of any such offer to  exercise or waive his right of
first refusal.

(c) In the event Fraga and/or  Junginger,  either  individually or collectively,
desire to sell his ownership interest in the Datalink Shares to Buyer, or in the
event Buyer  desires to sell its  ownership  interest in the Datalink  Shares to
Fritz  and  Junginger,  such  offeror  may do so upon the  following  terms  and
conditions:

(i) Any offer to sell an ownership  interest in the  Datalink  Shares must be in
writing  which sets forth an offering  price.  The offeree must either accept or
reject such offer in writing within thirty (30) days from the date of receipt of
the written offer.

(ii) In the event such offer is rejected  and the  offeror  and  offeree  cannot
agree on the  price and terms of such  sale,  then the price and terms  shall be
determined by an appraisal  performed by either (A) a well-known  and recognized
independent  appraiser selected by the offeror and offeree,  or (B) in the event
the offeror and offeree cannot agree on any such  appraiser,  then by a panel of
three (3) well-known and recognized appraisers,  the offeree and offeror to each
select one such appraiser  within fifteen (15) days of the written  rejection of
the offer and the two  selected  appraisers  to select the third such  appraiser
within  fifteen  (15) days  thereafter.  Any such  appraisal  shall be performed
within  sixty  (60)  days of the  selection  of all such  appraisers  and  shall
establish the price and terms as of the close of the amount immediately prior to
the date of receipt of the written offer.

(iii) In the event the offeree refuses to purchase the ownership interest in the
Datalink  Shares upon the price and terms  established  by the  appraisal as set
forth above, the offeror may sell his or its ownership  interest in the Datalink
Shares to a third party subject to the provisions of Sections  2.7(a) and 2.7(b)
above.

2.8      OPERATIONS AFTER CLOSING

Sellers and Holding  Company have  executed the 6th Amendment to the Articles of
Association of Datalink, in which all the provisions referred to the management,
first refusal rights and control of Datalink have been  established and Schedule
2.8 hereto contains an English  translation of the 6th Amendment to the Articles
of Association of Datalink.
 


3.       REPRESENTATIONS AND WARRANTIES OF SELLER.

The  Acquired  Companies  and the Selling  Shareholders  jointly  and  severally
represent and warrant to Buyer that the  statements  contained in this Section 3
are true,  correct and complete as of the date of this Agreement and the Closing
Date (as though made then and as though the Closing  Date were  substituted  for
the date of this  Agreement  throughout  this Section 3), except as set forth in
the  disclosure  schedule  delivered by the Acquired  Companies  and the Selling
Shareholders to the Buyer (the "Disclosure Schedule"). 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  with  reasonable  particularity  and describes the relevant  facts in
reasonable  detail.  Without limiting the generality of the foregoing,  the mere
listing (or inclusion of a copy) of a document or other item shall 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 or other item  itself).  The  Disclosure  Schedule  will be arranged in
paragraphs  corresponding to the lettered and numbered  paragraphs  contained in
this Section 3.

3.1      ORGANIZATION AND GOOD STANDING

(a) Section 3.1 of the Disclosure Schedule contains a complete and accurate list
for each Acquired Company of its name, its jurisdiction of incorporation,  other
jurisdictions in which it is authorized to do business,  and its  capitalization
(including  the  identity of each  stockholder  and the number of shares held by
each). Each Acquired Company is a corporation duly organized,  validly existing,
and in good standing under the laws of its jurisdiction of  incorporation,  with
full  corporate  power and  authority to conduct its business as it is now being
conducted,  to own or use the  properties  and assets that it purports to own or
use,  and to  perform  all its  obligations  under  Applicable  Contracts.  Each
Acquired  Company is duly qualified to do business as a foreign  corporation and
is in good standing under the laws of each state or other  jurisdiction in which
either the ownership or use of the properties owned or used by it, or the nature
of the activities conducted by it, requires such qualification.

(b) Each Acquired  Company has  delivered to Buyer copies of its  Organizational
Documents, as currently in effect.

3.2      AUTHORITY; NO CONFLICT.

(a) This Agreement  constitutes the legal,  valid, and binding obligation of the
Acquired Companies and the Sellers,  enforceable  against the Acquired Companies
and the Sellers in accordance with its terms. Upon the execution and delivery by
Sellers of the Management Agreements and the Lease (collectively,  the "Sellers'
Closing  Documents"),  the Sellers' Closing Documents will constitute the legal,
valid,  and binding  obligations  of  Sellers,  enforceable  against  Sellers in
accordance with their respective terms. The Acquired  Companies and the Sellers,
respectively,  have the absolute and unrestricted right, power,  authority,  and
capacity  to  execute  and  deliver  this  Agreement  and the  Sellers'  Closing
Documents and to perform each of their  obligations under this Agreement and the
Sellers' Closing Documents, respectively.

(b) Except as set forth in Section  3.2(b) of the Disclosure  Schedule,  neither
the execution and delivery of this Agreement nor the consummation or performance
of any of the Contemplated  Transactions  will,  directly or indirectly (with or
without notice or lapse of time);

(i) contravene,  conflict with, or result in a violation of (A) any provision of
the  Organizational  Documents of the Acquired  Companies or (B) any  resolution
adopted by the Board of Directors or the stockholders of the Acquired Companies;

(ii)  contravene,  conflict  with,  or  result  in a  violation  of, or give any
Governmental Body or other Person the right to challenge any of the Contemplated
Transactions,  or to  exercise  any remedy or obtain any relief  under any Legal
Requirement or any Order to which the Acquired  Companies or any Seller,  or any
of the assets owned or used by any Acquired Company, may be subject;

(iii) contravene, conflict with, or result in a violation of any of the terms or
requirements  of, or give any Governmental  Body the right to revoke,  withdraw,
suspend,  cancel,  terminate, or modify, any Governmental  Authorization that is
held by the Acquired  Companies or that otherwise relates to the business of, or
any of the assets owned or used by, the Acquired Companies;

(iv) cause Buyer or the Acquired  Companies  to become  subject to, or to become
liable for the payment of, any Tax;

(v) cause any of the assets owned by the Acquired  Companies to be reassessed or
revalued by any taxing authority or other Governmental Body;

(vi)  contravene,  conflict  with,  or  result in a  violation  or breach of any
provision  of, or give any Person the right to declare a default or exercise any
remedy under,  or to accelerate  the maturity or  performance  of, or to cancel,
terminate, or modify, any Applicable Contract; or

(vii)  result in the  imposition  or  creation of any  Encumbrance  upon or with
respect to any of the assets owned or used by the Acquired Companies.

(c) Except as set forth in Section  3.2(c) of the Disclosure  Schedule,  neither
any of the Acquired  Companies nor any Seller is or will be required to give any
notice to or obtain any Consent from any Person in connection with the execution
and delivery of this Agreement or the  consummation or performance of any of the
Contemplated Transactions.

3.3      CAPITALIZATION

(a) The  authorized  equity  securities  of ULMIN  consist of 600.000  shares of
common stock, par value $ 1,00 per share, of which 600.000 shares are issued and
outstanding and constitute the Shares. The Selling  Shareholders are and will be
on the Closing Date the record and beneficial  owners and holders of the Shares,
free and clear of all Encumbrances. Fraga owns 50% (fifty percent) of the Shares
and Junginger owns 50% (fifty percent) of the Shares.  With the exception of the
Shares (which are owned by Selling Shareholders),  all of the outstanding equity
securities of each Acquired  Company are owned of record and beneficially by one
or more of the Acquired Companies, free and clear of all Encumbrances. No legend
or other  reference to any purported  Encumbrance  appears upon any  certificate
representing  equity securities of any Acquired Company.  All of the outstanding
equity  securities  of the  Acquired  Companies  have been duly  authorized  and
validly  issued and are fully  paid and  nonassessable.  There are no  Contracts
relating to the issuance,  sale,  or transfer of any equity  securities or other
securities of the Acquired Companies.  None of the outstanding equity securities
or other  securities  of the Acquired  Companies  was issued in violation of any
Legal  Requirement.  The Acquired  Companies do not own, or have any Contract to
acquire,  any equity  securities or other securities of any Person or any direct
or indirect equity or ownership interest in any other business.

Sellers  shall bear all annual fees,  taxes,  costs and expenses  related to the
maintenance  and to the eventual  liquidation/substitution  of ULMIN, in case of
its future take over by the Buyer.

3.4      FINANCIAL STATEMENTS

Sellers have  delivered to Buyer:  (a) audited  balance sheets of Datalink as of
June 30,  1998  (including  the  notes  thereto)  and the  related  consolidated
statements  of  income,  together  with the report  thereon of Price  Waterhouse
Auditores Independentes,  independent accountants; (b) an unaudited consolidated
balance  sheet of  Acquired  Companies  as at July 31, 1998 as prepared by GAAP,
Inc. Auditors and Consultores and the related unaudited consolidated  statements
of income and changes in stockholders' equity, and cash flow for the months then
ended. Such financial  statements fairly present the financial condition and the
results  of  operations,  changes  in  stockholders'  equity,  and cash  flow of
Datalink  as at the  of and  for  the  periods  referred  to in  such  financial
statements,   all  in  accordance  with  GAAP  (Generally   Accepted  Accounting
Principles),  subject,  in the case of interim financial  statements,  to normal
recurring year-end adjustments (the effect of which will not, individually or in
the  aggregate,  be  materially  adverse)  and the  absence of notes  (that,  if
presented,  would not differ  materially  from  those  included  in the  Balance
Sheet);  the  financial  statements  referred to in this Section 3.4 reflect the
consistent  application  of such  accounting  principles  throughout the periods
involved. No financial statements of any Person other than Datalink are required
by GAAP to be included in the consolidated financial statements of the Company.

3.5      BOOKS AND RECORDS

The books of account, minute books, stock record books, and other records of the
Acquired  Companies,  all of which have been made available to Buyer,  are true,
complete and correct and have been  maintained in accordance with sound business
practices, including the maintenance of an adequate system of internal controls.
The minute books of the Acquired Companies contain accurate and complete records
of all meetings held of, and corporate  action taken by, the  stockholders,  the
Boards of Directors,  and  committees of the Boards of Directors of the Acquired
Companies,  and no  meeting of any such  stockholders,  Board of  Directors,  or
committee  has been held for which  minutes  have not been  prepared and are not
contained in such minutes books. At the Closing,  all of those books and records
will be in the possession of the Acquired Companies.

3.6      OWNED REAL ESTATE

Section  3.6 of the  Disclosure  Schedule  sets  forth a true  and  correct  and
complete list of all parcels of real estate owned by the Acquired Companies (the
"Real  Property").  Sellers have  delivered or made available to Buyer copies of
the deeds and other  instruments  (as recorded) by which the Acquired  Companies
acquired such Real  Property and  interests,  and copies of all title  insurance
policies,  opinions,  abstracts  and surveys in the  possession  of the Acquired
Companies  or  the  Selling  Shareholders  and  relating  to  such  property  or
interests.  Each Acquired  Company has good and  marketable  title to all of the
Real  Property  owned by it and owns the Real  Property in fee simple  absolute,
free and clear of any  assessment,  claim,  lease,  charge,  mortgage,  security
interest,  conditional  sale  agreement  or  other  title  retention  agreement,
restriction  (including any zoning use or building restriction) easement or lien
or  Encumbrance  of any kind or  nature  whatsoever  and  free and  clear of any
pending proposed or threatened  zoning or use or building change or condemnation
proceeding.

All permits and authorizations required by any Governmental Body with respect to
the use,  occupancy  or  operation  of the Real  Property and of all real estate
leased by the Acquired  Companies  have been  obtained and are in full force and
effect,  and all the buildings and improvements  erected thereon and the present
use of the Real  Property and of any such leased real estate is in compliance in
all respects with all applicable zoning, development,  fire, health and building
Legal  Requirement.  There are no service,  management,  employment,  collective
bargaining  or  pension  agreements,  or any other  agreements  which in any way
affect  any of the Real  Property  or any real  estate  leased  by the  Acquired
Companies or the use, occupancy, ownership or operation thereof, and there exist
neither   contracts  nor  agreements   which  contain   covenants   relating  to
compensation  or  occupation  or  possession of any such Real Property or leased
real estate. No parties have rights or options to occupy,  lease or purchase any
such property.  There is no claim or proceeding  pending or, to the Knowledge of
the Acquired Companies or the Sellers,  Threatened by any Person or Governmental
Body which would affect the use,  occupancy for value of any other Real Property
or the real estate leased by the Acquired Companies.  The Acquired Companies and
the Sellers have no knowledge,  nor has either received notice, of any violation
of any federal, state, foreign or local Legal Requirement in respect of any such
property.

3.7      LEASED REAL PROPERTY

The Acquired Companies, either individually or collectively, is the lessee under
the real estate leases described Section 3.7 of the Disclosure  Schedule.  True,
correct and complete  copies of said leases and any  amendments,  extensions and
renewals thereof have heretofore been delivered by the Acquired  Companies.  The
Acquired  Companies  enjoy quiet and undisturbed  possession  under each of said
leases.  Except as set  forth in  Section  3.7 of the  Disclosure  Schedule  the
Acquired  Companies'  interest  in each of such  leases is free and clear of any
mortgages and liens, is not subject to any deeds of trust, assignment, subleases
or  rights  of any  third  parties  other  than  the  lessor  thereof,  is fully
assignable  without the consent of any third party and may be subleased  without
the consent of any third party. Such leased real estate is free and clear of any
zoning or use or building  restriction  or any pending,  proposed or  Threatened
zoning or use or building restriction which would now, or on the Closing Date or
thereafter,  interfere  with the present use of any of such leased real  estate.
Except as set forth in Section 3.7 of the Disclosure  Schedule,  said leases are
valid and  binding  and in full force and  effect,  and are not now,  and on the
Closing  Date will not be, in  default as to the  payment of rent or  otherwise.
None of the Contemplated  Transactions will constitute an event of default under
any of said leases and the  continuation,  validity  and  effectiveness  of such
leases will not be adversely affected by the Contemplated Transactions.

3.8      OWNED AND LEASED TANGIBLE PERSONAL PROPERTY

Section 3.8 of the  Disclosure  Schedule  sets forth a true and correct list and
brief description of all of the machinery,  tools, software programs,  firmware,
equipment, automobiles, furniture, fixtures, other tangible property in any form
whatsoever  embodying  information  and know-how with respect to the business of
the Acquired  Companies and other items of tangible  personal  property owned or
leased by the Acquired  Companies,  all being located as indicated thereon,  and
all being freely  removable by the Acquired  Companies  unless  otherwise stated
hereinafter (collectively, "Tangible Personal Property"). The Acquired Companies
have, and will have on the Closing Date,  all right,  title and interest in, and
good and marketable title to, the Tangible Personal Property,  free and clear of
any  claim,  lease,  pledge,  mortgage,  security  interest,   conditional  sale
agreement or other title retention agreement,  restriction,  lien or Encumbrance
of any  kind or  nature  whatsoever.  Except  as set  forth  Section  3.8 of the
Disclosure  Schedule,  each lease and license  relating  to any of the  Tangible
Personal Property is valid and binding and in full force and effect,  and is not
in default as to the payment of rent or  otherwise.  True,  complete and correct
copies of all leases and  licenses  relating to the Tangible  Personal  Property
have heretofore been delivered by the Acquired  Companies to Buyer.  None of the
Contemplated  Transactions will constitute an event of default under any of said
leases or licenses  and the  continuation,  validity and  effectiveness  of such
leases  and  licenses  will  not  be  adversely  affected  by  the  Contemplated
Transactions.

3.9      CONDITIONS OF BUILDINGS AND TANGIBLE PERSONAL PROPERTY

All of the Real Property and items of Tangible Personal  Property owned,  leased
or used by the Acquired  Companies are in good  operating  condition and repair,
comply in all respects with  applicable  Legal  Requirements,  including but not
limited to zoning,  building and fire codes, and are suitable and sufficient for
the present and intended conduct of the businesses of the Acquired Companies and
none  of  such  Real  Property  and  Tangible  Personal  Property  is in need of
maintenance or repairs except for ordinary, routine maintenance and repairs that
are not material in nature or cost.  The Real Property and each item of Tangible
Personal  Property  owned or  leased by the  Acquired  Companies  is  adequately
covered by one of the insurance policies described in Section 3.23 hereto.

3.10     ACCOUNTS AND NOTES RECEIVABLES

The  accounts  and  notes  receivable  reflected  on the  Balance  Sheet of each
Acquired Company are free and clear of any claim,  security interest,  pledge or
lien or  Encumbrance  of any kind or nature  whatsoever,  and are good and fully
collectible  (net of reserves) in the normal  course of business  within  ninety
(90) days of said date without setoff,  third-party  collection efforts or suit,
and the  subsequently  created  accounts  and notes  receivable  of the Acquired
Companies  from the date of the Balance  Sheet to the Closing  Date will be free
and clear of any claim, pledge,  security interest or lien or Encumbrance of any
kind or nature whatsoever,  and will be good and fully collectible in the normal
course of business  within ninety (90) days of the Closing Date without  setoff,
third-party  collection  efforts or suit. There are no pending,  nor to the best
Knowledge of the Acquired  Companies or the Sellers,  Threatened  disputes  with
third-party payors as to any claim or receivable of the Acquired Companies,  and
there are no claims by third-party  payors for the repayment or refund or offset
of  alleged   overpayments  to  the  Acquired   Companies  except  those  which,
individually or in the aggregate,  will not have an adverse effect on any of the
Acquired  Companies'  results of  operations,  financial  condition,  liquidity,
business or prospects.

Sellers and Buyers  acknowledge  that a certain  account  receivable,  currently
entered on the books at R$  478.737,00  has not been credited as an asset in the
calculation of working  capital.  In the event Datalink  collects all or part of
that  account  receivable,  the proceeds  shall be payable to Sellers.  The same
shall  prevail  in the case that the right of the  Fiscal  Authorities  to claim
against the credit has elapsed.

3.11     CONTRACTS

Except as set forth in Section 3.11 of the  Disclosure  Schedule,  all contracts
and agreements,  including any amendments or supplements  thereto, of any nature
to which any of the  Acquired  Companies  is a party have been duly and  validly
executed by all parties, and are in full force and effect as of the date hereof.
Except as set forth in Section  3.11 of the  Disclosure  Schedule,  no event has
occurred  or  condition  or state of facts  exists  which,  after  notice or the
passage of time,  would  constitute a default under any such contract as to time
or manner of performance,  or as to warranties thereunder, or otherwise.  Except
as set forth in Section 3.11 of the Disclosure Schedule, all such contracts will
continue to be binding in  accordance  with their  respective  terms until their
respective expiration dates, and none are reasonably  anticipated to result in a
loss to any Acquired Company,  or in a margin of profit lower than normal,  upon
completion.

3.12     INVENTORIES AND SUPPLIES

The  inventories  and/or  supplies  of  the  Acquired  Companies  are  reflected
accurately  on the Balance  Sheet.  In addition,  all  inventory of the Acquired
Companies,  whether or not reflected in the Balance Sheet, consists of a quality
and quantity usable and saleable in the Ordinary Course of Business,  except for
obsolete  items  and items of  below-standard  quality,  all of which  have been
written off or written down to net  realizable  value in the Balance Sheet or on
the accounting  records of the Acquired Companies as of the Closing Date, as the
case may be. All  inventories  not  written off have been priced at the lower of
cost or net realizable  value on a first in, first out basis.  The quantities of
each item of inventory  (whether  raw  materials,  work-in-process,  or finished
goods) are not excessive, but are reasonable in the present circumstances of the
Acquired Companies.

3.13     PREPAID ITEMS AND DEPOSITS

Section 3.13 of the Disclosure  Schedule  describes all of the prepaid items and
deposits of the Acquired Companies as of the date hereof.

3.14     OTHER ASSETS

All other assets, both tangible and intangible,  owned by the Acquired Companies
are reflected  accurately on the Balance Sheet and the Interim Balance Sheet and
are free and clear of any claim,  lease,  pledge,  mortgage,  security interest,
collateral  assignment,  conditional  sale  agreement  or other title  retention
agreement,  restriction  or lease or lien or  Encumbrance  of any kind or nature
whatsoever.

In the  event  that any  asset  is  subsequently  discovered  which,  under  the
calculations  set forth in  Paragraph  2.3,  would have  resulted in  additional
payments to Sellers, Datalink shall pay the value of such asset to Sellers.


3.15     BANK AND PERSONNEL MATTERS

Section 3.15 of the Disclosure  Schedule  contains a true,  complete and correct
list of:  (i) the  names of all banks and  other  financial  institutions  (with
account numbers) in which any of the Acquired Companies has an account or safety
deposit  box,  and all of the  brokerage  firms and other  entities  and persons
holding funds or  investments  of the Acquired  Companies,  and the names of all
persons authorized to draw thereon or have access thereto; (ii) the names of all
incumbent directors and officers of the Acquired Companies;  (iii) the names and
job  designations,  descriptions  and locations of all consultants and agents of
the Acquired Companies, the remuneration of each for the years 1995, 1996, 1997,
and  1998  including  fringe  benefits,  and  the  basis  for  determining  such
remuneration  if other  than a fixed  salary  rate;  and  (iv) the  names of all
persons  holding  powers of attorney  from the Acquired  Companies and a summary
statement of the terms thereof. There shall be no change in any of the foregoing
from the date hereof through the Closing Date without the prior written  consent
of Buyer.

3.16     NO UNDISCLOSED LIABILITIES

Except as set forth in Section  3.16 of the  Disclosure  Schedule,  the Acquired
Companies have no  liabilities  or  obligations of any nature  (whether Known or
unknown and whether  absolute,  accrued,  contingent,  or otherwise)  except for
liabilities or obligations reflected or reserved against in the Balance Sheet or
the Interim  Balance  Sheet and  current  liabilities  incurred in the  Ordinary
Course of Business since the respective dates thereof.

In the event that any  liability is  subsequently  discovered  which,  under the
calculations  set  forth in  Paragraph  2.3,  would  have  resulted  in  reduced
withdrawals  from  Datalink,  Sellers  shall pay the value of such  liability to
Datalink.

3.17     TAXES

(a)  Datalink has filed or caused to be filed (on a timely basis since 1994) all
Tax Returns that are or were  required to be filed by it pursuant to  applicable
Legal  Requirements.  Since  Uruguay  Company  and  Holding  Company  have  been
incorporated  on 1998,  they have been not  subject to any Tax Return  taxation.
Sellers have  delivered to Buyer copies of, and Schedule 3.17 hereto  contains a
complete  and  accurate  list of, all such Tax Returns of  Datalink  filed since
1994.  Acquired  Companies has paid, or made  provisions for the payment of, all
Taxes  that  have or may have  become  due  pursuant  to those  Tax  Returns  or
otherwise,  or  pursuant  to any  assessment  received  by Sellers  or  Acquired
Companies,  except  such Taxes,  if any, as are listed in Schedule  3.17 and are
being contested in good faith and as to which adequate  reserves  (determined in
accordance  with GAAP) have been  provided in the Balance  Sheet and the Interim
Balance Sheet.

(b) The charges,  accruals,  and reserves  with respect to Taxes on the books of
Acquired Companies are adequate  (determined in accordance with GAAP) and are at
least  equal to  Acquired  Companies's  liability  for  Taxes.  There  exists no
proposed tax assessment  against  Acquired  Companies except as disclosed in the
Balance Sheet or on Schedule 3.17.  All Taxes that Acquired  Companies is or was
required by Legal Requirements to withhold or collect have been duly withheld or
collected and, to the extent required, have been paid to the proper Governmental
Body or other Person.

(c) All Tax Returns filed by Acquired Companies are true, correct, and complete.
There is no tax  sharing  agreement  that will  require  any payment by Acquired
Companies after the date of this Agreement.

3.18     NO MATERIAL ADVERSE CHANGE.

Since the date of the Balance  Sheet,  there has not been any  material  adverse
change in the business, operations,  properties, prospects, assets, or condition
of the Acquired Companies, and no event has occurred or circumstance exists that
may result in such a material adverse change.

3.19     EMPLOYEE MATTERS

(a)  Acquired  Companies  is not at present  nor during the five (5) year period
preceding  the Closing  Date has been,  a sponsor of,  party to or  obligated to
contribute to any employee benefit plan (as defined in ss 3 (3) of ("ERISA"), or
any employment contract, employee loan, incentive compensation,  profit sharing,
retirement,  pension, deferred compensation,  severance,  termination pay, stock
option or purchase plan,  guaranteed  annual income plan,  fund or  arrangement,
payroll incentive,  policy, fund,  agreement or arrangement,  non-competition or
consulting agreement, hospitalization, disability, life or other insurance plan,
or other  employee  fringe benefit  program or plan, or any other plan,  payroll
practice,  policy fund agreement or  arrangement  similar to or in the nature of
the foregoing,  oral or written ("Employee  Benefit Plans" or "Plans"),  and has
not been a party to any collective  bargaining agreements currently in effect or
in effect during the five-year period preceding the Closing Date,  except as set
forth on Schedule 3.19 hereto. Schedule 3.19 identifies which of such Plans is a
multiemployer  plan as defined  in Section  3(37) of ERISA.  True,  correct  and
complete copies of all written Plans and labor agreements, and true, correct and
complete  written  descriptions  of all of the oral Plans  described in Schedule
3.19 have heretofore been delivered by Acquired Companies to Buyer.

(b) Except as disclosed on Schedule  3.19 Acquired  Companies  does not have any
unfunded  liabilities,  or potential,  contingent or actual  multiemployer  plan
withdrawal liabilities,  on account of or in connection with any of the Plans or
otherwise,  all contributions or premium payments due from Acquired Companies to
such Plans have been paid in a timely manner,  and any additional  contributions
or premium  payments  due on or before the Closing  Date shall have been paid by
that date.

(c) With  respect to each  Employee  Benefit  Plan (other than a Plan which is a
multiemployer plan as defined in Section 3(37) of ERISA):

(i) all disclosures to employees relating to each such Plan and required to have
been made on or before the  Closing  Date have been or will be duly made by that
date;

(ii) there is no  litigation,  disputed  claim  (other than  routine  claims for
benefits),  Proceeding,  inquiry or  investigation  pending or  Threatened  with
respect to each such Plan, its related trust, or any fiduciary, administrator or
sponsor of such Plan;

(iii) each such Plan has been established,  maintained,  funded and administered
in all respects in accordance with its governing  documents,  and any applicable
provisions of ERISA,  the Internal  Revenue Code,  other applicable law, and all
regulations promulgated thereunder;

(iv) Acquired Companies has delivered to Buyer a true, correct and complete copy
of (A) each trust or custodial agreement and each deposit administration,  group
annuity, insurance or other funding contract associated with each such Plan, (B)
the most recent  financial  information  for each such Plan, (C) the most recent
actuarial or valuation report relating to each such Plan, (D) if applicable, the
most recent  return/report of each Plan (including  attachments)  required to be
filed with any Governmental  Body, (E) the Plan document for each such Plan, (F)
the summary Plan description (including summaries of material modifications,  if
any) for each such Plan and (G) if applicable,  each Form 5310  (application for
Determination Upon Termination,  etc.) filed with the IRS or the Pension Benefit
Guaranty  Corporation  (the "PBGC") with respect to any Plan in the current Plan
year or any of the five (5) Plan years preceding the current Plan year;

(v)  neither  any such  Plan  nor any  fiduciary  has  engaged  in a  prohibited
transaction as defined in ERISA sec 406 or IRC sec 4975 (for which no individual
or class exemption exists under ERISA sec 408 or IRC sec 4975, respectively);

(vi) all filings and reports as to each such Plan  required to have been made on
or before the Closing  Date to the IRS, or to the United  States  Department  of
Labor or to the PBGC, have been or will be duly made by that date;

(vii) each such Plan which is intended to qualify as a tax-qualified  retirement
plan under IRC s 401(a) has received a favorable  determination  letter(s)  from
the IRS as to  qualification  of such  Plan for the  period  from  its  adoption
through the Closing Date,  other than with respect to amendments  timely made to
each such Plan to comply with the requirements of the Tax Reform Act of 1986 for
which an application for determination letter for each such Plan is pending with
the IRS as of the  Closing  date;  nothing  has  occurred,  whether by action or
failure  to  act,  which  has  resulted  in or  would  cause  the  loss  of such
qualification;  and each trust  thereunder  is exempt from tax pursuant to IRC s
501(a);

(viii) no event has occurred and no condition  exists  relating to any such Plan
that would subject  Acquired  Companies to any tax under IRC ss 4972 or 4979, or
to any liability under ERISA s 502; and

(ix) to the extent applicable, each such Plan has been funded in accordance with
its governing documents,  ERISA and the IRC, has not experienced any accumulated
funding deficiency (whether or not waived) and has not exceeded its full funding
limitation (within the meaning of IRC s 412) at any time.

(d)  Acquired  Companies  has not had and does not have any Plan  subject to the
Title IV of ERISA ("Pension Plan") which covers employees of Acquired  Companies
(or any person,  firm or corporation which is or was under common control within
the meaning of s 4001(b) of ERISA with Acquired Companies  ("affiliate")  during
the period of such common control).

(e) Acquired  Companies has not had and does not  contribute to any Pension Plan
which is a multiemployer plan as defined in Section 3(37) of ERISA.

(f) With respect to any Plan which provides  group health  benefits to employees
of  Acquired  Companies  and is subject to the  requirements  of IRC s 4980B and
ERISA Title I Part 6 ("COBRA"):

(i) such group health plan has been  administered in every respect in accordance
with its governing documents and COBRA; and

(ii) all filings, reports, premium payments (if any) and notices as to each such
group  health plan  required to have been made on or before the Closing  Date to
Government Bodies,  participants and/or  beneficiaries have been or will be duly
made by that date.

(g) Except as disclosed on Schedule 3.19, Acquired Companies is not obligated to
nor does it  (directly  or  indirectly)  provide  death  benefits or health care
coverage to any former employees or retirees.

(h) Set forth on Schedule  3.19 is a true and correct  list of all  employees of
Acquired Companies, together with the remuneration (for period identified on the
schedule) of each such employee for the years 1995, 1996, and 1997.

3.20     COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL     AUTHORIZATIONS

(a)      Except as set forth in Section 3.20 of the Disclosure Schedule:

(i) Each Acquired Company is in full compliance with each Legal Requirement that
is or was applicable to it or to the conduct or operation of its business or the
ownership or use of any of its assets;

(ii) no event has occurred or  circumstance  exists that (with or without notice
or lapse of time) (A) may  constitute  or result in a violation  by the Acquired
Companies of, or a failure on the part of the Acquired Companies to comply with,
any Legal Requirement, or (B) may give rise to any obligation on the part of the
Acquired  Companies to undertake,  or to bear all or any portion of the cost of,
any remedial action of any nature; and

(iii) Each Acquired Company has not has received at any time any notice or other
communication  (whether oral or written) from any Governmental Body or any other
Person regarding (A) any actual,  alleged,  possible, or potential violation of,
or failure to comply with, any Legal  Requirement,  or (B) any actual,  alleged,
possible,  or  potential  obligation  on the  part of any  Acquired  Company  to
undertake,  or to bear all or any portion of the cost of, any remedial action of
any nature.

(b) Section 3.20 of the  Disclosure  Schedule sets forth a complete and accurate
list of each Governmental  Authorization  that is held by the Acquired Companies
or that  otherwise  relates to the business of, or to any of the assets owned or
used by, the  Acquired  Companies.  Each  Governmental  Authorization  listed or
required to be listed in Section 3.20 of the Disclosure Schedule is valid and in
full force and  effect.  Except as set forth in Section  3.20 of the  Disclosure
Schedule:

(i) The Acquired  Companies are, and at all times have been, in full  compliance
with  all of the  terms  and  requirements  of each  Governmental  Authorization
identified  or  required  to be  identified  in Section  3.20 of the  Disclosure
Schedule;

(ii) no event has  occurred  or  circumstance  exists  that may (with or without
notice or lapse of time) (A)  constitute  or result  directly or indirectly in a
violation  of,  or a failure  to comply  with,  any term or  requirement  of any
Governmental  Authorization  listed or required to be listed in Section  3.20 of
the Disclosure Schedule, or (B) result directly or indirectly in the revocation,
withdrawal, suspension, cancellation, or termination of, or any modification to,
any Governmental  Authorization  listed or required to be listed in Section 3.20
of the Disclosure Schedule;

(iii) the Acquired  Companies  have not received at any time any notice or other
communication  (whether oral or written) from any Governmental Body or any other
Person regarding (A) any actual,  alleged,  possible, or potential violation of,
or  failure  to  comply  with,  any  term  or  requirement  of any  Governmental
Authorization,  or (B) any actual, proposed,  possible, or potential revocation,
withdrawal,  suspension,  cancellation,  termination  of, or modification to any
Governmental Authorization; and

(iv) all  applications  required  to have  been  filed  for the  renewal  of the
Governmental  Authorizations  listed or required to be listed in Section 3.20 of
the  Disclosure  Schedule  have  been  duly  filed  on a timely  basis  with the
appropriate  Governmental  Bodies,  and all other filings  required to have been
made with respect to such Governmental  Authorizations  have been duly made on a
timely basis with the appropriate Governmental Bodies.

The  Governmental  Authorizations  listed  in  Section  3.20  of the  Disclosure
Schedule  collectively   constitute  all  of  the  Governmental   Authorizations
necessary to permit the Acquired  Companies to lawfully  conduct and operate its
businesses in the manner it currently  conducts and operates such businesses and
permits the Acquired  Companies to own and use its assets in the manner in which
it currently owns and uses such assets.

3.21     LEGAL PROCEEDINGS; ORDERS

a) Except as set forth in Section 3.21 of the Disclosure Schedule,  there is no
pending Proceeding:

(i) that  has been  commenced  by or  against  the  Acquired  Companies  or that
otherwise  relates to or may affect the  business of, or any of the assets owned
or used by, the Acquired Companies; or

(ii)  that  challenges,  or that may have the  effect of  preventing,  delaying,
making  illegal,  or  otherwise   interfering  with,  any  of  the  Contemplated
Transactions.

To the Knowledge of the Acquired Companies and the Selling Shareholders,  (1) no
such  Proceeding  has  been  Threatened,  and  (2)  no  event  has  occurred  or
circumstance  exists  that  may  give  rise  to or  serve  as a  basis  for  the
commencement of any such  Proceeding.  Sellers have delivered to Buyer copies of
all pleadings,  correspondence,  and other documents relating to each Proceeding
listed in Section 3.21 of the Disclosure  Schedule.  The  Proceedings  listed in
Section 3.21 of the Disclosure  Schedule will not have a material adverse effect
on the businesses,  operations,  assets, condition, or prospects of the Acquired
Companies.

(b)      Except as set forth in Section 3.21 of the Disclosure Schedule:

(i) there is no Order to which any Acquired Company,  or any of the assets owned
or used by any Acquired Company, is subject;

(ii) neither  Seller is subject to any Order that relates to the business of, or
any of the assets owned or used by, the Acquired Companies; and

(iii) no officer,  director,  agent,  or employee of the  Acquired  Companies is
subject to any Order that prohibits such officer,  director,  agent, or employee
from engaging in or continuing any conduct,  activity,  or practice  relating to
the businesses of the Acquired Companies.

c) Except as set forth in Section 3.21 of the Disclosure Schedule:

(i) The  Acquired  Companies  are and at all times have been in full  compliance
with all of the terms and  requirements  of each Order to which each,  or any of
the assets owned or used by each, is or has been subject;

(ii) no event has occurred or circumstance  exists that may constitute or result
in (with or  without  notice or lapse of time) a  violation  of, or  failure  to
comply  with,  any  term or  requirement  of any  Order to  which  the  Acquired
Companies,  or any of the assets  owned or used by the Acquired  Companies,  are
subject; and

(iii) the Acquired  Companies  have not received at any time any notice or other
communication  (whether oral or written) from any Governmental Body or any other
Person regarding any actual,  alleged,  possible,  or potential violation of, or
failure  to  comply  with,  any term or  requirement  of any  Order to which any
Acquired Company, or any of the assets owned or used by any Acquired Company, is
or has been subject.

3.22     ABSENCE OF CERTAIN CHANGES AND EVENTS.

Except as set forth in Section 3.22 of the Disclosure  Schedule,  since the date
of the Balance Sheet,  the Acquired  Companies have conducted  their  businesses
only in the Ordinary Course of Business, and there has not been any:

(a) change in the Acquired Companies'  authorized or issued capital stock; grant
of any stock option or right to purchase  shares of capital  stock of any of the
Acquired  Companies;  issuance of any  security  convertible  into such  capital
stock; grant of any registration rights; purchase,  redemption,  retirement,  or
other  acquisition  by any of the  Acquired  Companies of any shares of any such
capital stock;  or declaration or payment of any dividend or other  distribution
or payment in respect of shares of capital stock;

b) amendment to the Organizational Documents of any of the Acquired Companies;

(c)  payment  or  increase  by any of the  Acquired  Companies  of any  bonuses,
salaries,  or other  compensation  to any  stockholder,  director,  officer,  or
(except  in the  Ordinary  Course  of  Business)  employee  or  entry  into  any
employment,  severance,  or similar  Contract  with any  director,  officer,  or
employee;

(d) adoption of, or increase in the  payments to or benefits  under,  any profit
sharing, bonus, deferred compensation,  savings, insurance, pension, retirement,
or other employee  benefit plan for or with any employees of any of the Acquired
Companies;

(e)  damage to or  destruction  or loss of any asset or  property  of any of the
Acquired Companies whether or not covered by insurance, materially and adversely
affecting the properties, assets, business, financial condition, or prospects of
any of the Acquired Companies, taken as a whole;

(f) sale (other than sales of  inventory in the  Ordinary  Course of  Business),
lease,  or other  disposition  of any asset or property  of any of the  Acquired
Companies or mortgage, pledge, or imposition of any lien or other encumbrance on
any material asset or property of any of the Acquired  Companies,  including the
sale, lease, or other disposition of any of the Intellectual Property Assets;

g) material change in the accounting methods used by the Acquired Companies; or

(h) agreement,  whether oral or written,  by the Acquired Companies to do any of
the foregoing.

3.23     INSURANCE.

Section 3.23 of the  Disclosure  Schedule lists all polices of insurance and all
surety  and  other  bonds  to  which  the  Acquired  Companies  now is a  party,
specifying for each policy or bond the insurer, the amount of coverage, the type
of insurance and any pending claims  thereunder.  All of such policies and bonds
which  have  expired  were  valid and in full  force  and  effect  during  their
respective terms, and all other of such policies and bonds are valid and in full
force and effect at present, and no claim has been made, or notice given, and to
the best Knowledge of the Acquired Companies and the Selling Shareholders, there
exists no ground to cancel or avoid any of said  policies  or bonds or to reduce
the coverage provided thereby. No claims have been made or amounts paid pursuant
to such insurance policies except as set forth in Section 3.23 of the Disclosure
Schedule. Such policies provide reasonably adequate coverage in adequate amounts
to insure the assets of the Acquired  Companies and the risks of the business of
the Acquired Companies in accordance with practices in the industry. All of said
insurance policies and bonds which are now in effect shall continue to remain in
full force and effect during their respective terms. The Acquired Companies have
not during the past three (3) years been denied or had revoked or rescinded by a
carrier  any  policy of  insurance.  Each of the  Acquired  Companies  is not in
default  regarding the provisions of any policy insuring the Acquired  Companies
and has not failed to give any notice or present  any claim  required  under any
such policy in due and timely fashion. There are no outstanding  requirements or
recommendations  by any  current  insurer  or  underwriter  with  respect to the
businesses of the Acquired  Companies which require or recommend  changes in the
conduct of the  businesses  of the Acquired  Companies or require any repairs or
other  work  to be  done  with  respect  to  any of the  properties,  assets  or
operations of the Acquired Companies. Except as disclosed on Section 3.23 of the
Disclosure  Schedule,  any policies  expiring  prior to the Closing Date will be
renewed or extended upon  substantially  the same terms and at substantially the
same premiums.

3.24     ENVIRONMENTAL MATTERS.

Except as set forth on Schedule 3.24 hereto:

(a) Acquired  Companies is, and at all times has been, in full compliance  with,
and has not been and is not in violation of or liable under,  any  Environmental
Law.  Neither Sellers nor Acquired  Companies have any basis to expect,  nor has
any of them or any other person for whose  conduct that are or may be held to be
responsible  received,   any  actual  or  Threatened  order,  notice,  or  other
communication  from (i) any  Governmental  Body or private citizen acting in the
public  interest,  or (ii)  the  current  or  prior  owner  or  operator  of any
Facilities,  of any actual or potential  violation or failure to comply with any
Environmental  Law, or of any actual or  Threatened  obligation  to undertake or
bear the cost of any Environmental,  Health, and Safety Liabilities with respect
to any of the  Facilities  or any  other  properties  or assets  (whether  real,
personal,  or mixed) in which Sellers or Acquired Companies has had an interest,
or with respect to any property or Facility at or to which  Hazardous  Materials
were generated, manufactured, refined, transferred, imported, used, or processed
by Sellers,  Acquired Companies,  or any other person for whose conduct they are
or may be  held  responsible,  or  from  which  Hazardous  Materials  have  been
transported,  treated,  stored,  handled,  transferred,  disposed,  recycled, or
received.

(b) There are no pending or, to the Knowledge of Sellers and Acquired Companies,
Threatened claims, Encumbrances,  or other restrictions of any nature, resulting
from any  Environmental,  Health,  and Safety  Liabilities  or arising  under or
pursuant to any  Environmental  Law,  with  respect to or  affecting  any of the
Facilities or any other properties and assets (whether real, personal, or mixed)
in which Sellers or Acquired Companies has or had an interest.

(c) Neither Sellers nor Acquired Companies has Knowledge of any basis to expect,
nor has any of them or any other  Person  for whose  conduct  they are or may be
held responsible,  received, any citation,  directive,  inquiry,  notice, Order,
summons,  warning,  or other  communication that relates to Hazardous  Activity,
Hazardous Materials,  or any alleged,  actual, or potential violation or failure
to comply with any  Environmental  Law, (or of any  Environmental,  Health,  and
Safety Liabilities with respect to any of the Facilities or any other properties
or assets  (whether  real,  personal,  or mixed) in which  Sellers  or  Acquired
Companies had an interest,  or with respect to any property or facility to which
Hazardous Materials generated,  manufactured,  refined,  transferred,  imported,
used, or processed by Sellers, Acquired Companies, or any other Person for whose
conduct they are or may be held  responsible,  have been  transported,  treated,
stored, handled, transferred, disposed, recycled, or received.

(d)  Neither  Sellers  nor  Acquired  Companies,  or any other  Person for whose
conduct they are or may be held responsible, has any Environmental,  Health, and
Safety Liabilities with respect to the Facilities or to the Knowledge of Sellers
and Acquired Companies, with respect to any other properties and assets (whether
real,  personal,  or mixed)  in which  Sellers  or  Acquired  Companies  (or any
predecessor),  has or had  an  interest,  or at  any  property  geologically  or
hydrologically adjoining the Facilities or any such other property or assets.

(e) There are no Hazardous  Materials  present on or in the Environmental at the
Facilities  or  at  any  geologically  or  hydrologically   adjoining  property,
including any Hazardous  Materials  contained in barrels,  above or  underground
storage tanks, landfills,  land deposits,  dumps, equipment (whether moveable or
fixed) or other  containers,  either  temporary or  permanent,  and deposited or
located  in land,  water,  sumps,  or any other part of the  Facilities  or such
adjoining  property,  or incorporated into any structure therein or thereon.  No
Seller,  Acquired Companies,  any other Person for whose conduct they are or may
be held responsible,  or to the Knowledge of Sellers and Acquired Companies, any
other Person, has permitted or conducted, or is aware of, any Hazardous Activity
conducted  with  respect to the  Facilities  or any other  properties  or assets
(whether real, personal, or mixed) in which Sellers or Acquired Companies has or
had an interest.

(f) There has been no  Release  or, to the  Knowledge  of Sellers  and  Acquired
Companies,  Threat  of  Release,  of any  Hazardous  Materials  at or  from  the
Facilities  or at  any  other  locations  where  any  Hazardous  Materials  were
generated,  manufactured,  refined,  transferred,  produced,  imported, used, or
processed  from or by the  Facilities,  or from or by any other  properties  and
assets (whether real, personal, or mixed) in which Sellers or Acquired Companies
has or had an interest,  or to the Knowledge of Sellers and Acquired  Companies,
any  geologically  or  hydrologically  adjoining  property,  whether by Sellers,
Acquired Companies, or any other Person.

(g) Sellers have delivered to Buyer true and complete  copies and results of any
reports,  studies,  analyses,  tests,  or  monitoring  possessed or initiated by
Sellers or Acquired  Companies  pertaining  to Hazardous  Materials or Hazardous
Activities in, on, or under the Facilities, or concerning compliance by Sellers,
Acquired  Companies,  or any other  Person for whose  conduct they are or may be
held responsible, with Environmental Laws.

3.25     LABOR RELATIONS; COMPLIANCE

Acquired  Companies has not been or is not a party to any collective  bargaining
or other labor Contract. There has never been, there is not presently pending or
existing, and there is not Threatened, (a) any strike, slowdown, picketing, work
stoppage, or employee grievance process, (b) any Proceeding against or affecting
Acquired  Companies  relating to the alleged  violation of any Legal Requirement
pertaining  to labor  relations or employment  matters,  including any charge or
complaint   filed  by  an  employee  or  union  with  any   Governmental   Body,
organizational  activity,  or  other  labor or  employment  dispute  against  or
affecting  Acquired  Companies  or its  premises,  or (c)  any  application  for
certification  of a  collective  bargaining  agent.  No event  has  occurred  or
circumstance  exists that could provide the basis for any work stoppage or other
labor dispute.  There is no lockout of any employees by Acquired Companies,  and
no such action is contemplated  by Acquired  Companies.  Acquired  Companies has
complied in all respects  with all Legal  Requirements  relating to  employment,
equal employment  opportunity,  nondiscrimination,  immigration,  wages,  hours,
benefits,  collective  bargaining,  the payment of social  security  and similar
taxes,  occupational safety and health, and plant closing. Acquired Companies is
not  liable  for  the  payment  of  any  compensation,  damages,  taxes,  fines,
penalties, or other amounts, however designated,  for failure to comply with any
of the foregoing Legal Requirements.

3.26     INTELLECTUAL PROPERTY ASSETS

(a) The Acquired Companies have all right, title and interest, free and clear of
any  liens,  charges,  encumbrances,  restrictions,  royalties  or any claims of
ownership by third parties  whatsoever,  to all intellectual  property assets of
the  Acquired  Companies  used in  connection  with  businesses  of the Acquired
Companies,  including  without  limitation all patents and reissues,  divisions,
continuations  and extensions of such patents,  patents pending and applications
for patents, patent disclosures docketed, registered and unregistered trademarks
and service marks and applications for such trademarks and service marks,  trade
names,  registered and  unregistered  copyrights and  applications for copyright
registration,  all trade  secrets,  know-how,  and all rights  under any leases,
licenses, franchises, permits, authorizations,  agreements and arrangements with
respect to such intellectual  property assets  (hereinafter all of the foregoing
are collectively referred to as "Intellectual  Property Assets"),  whether owned
by the Acquired Companies or owned by others and used by the Acquired Companies.
All  true  and  correct  and  complete  copies  of all  such  leases,  licenses,
franchises, permits, authorizations, agreements and arrangements have heretofore
been  delivered  by  the  Acquired  Companies  to  Buyer.  Section  3.26  of the
Disclosure  Schedule  describes all of such Intellectual  Property Assets of the
Acquired  Companies in full. The Acquired Companies have full right and power to
assign all lease and license rights with respect to such  Intellectual  Property
Assets.

(b) The  Intellectual  Property  Assets  of the  Acquired  Companies  are  fully
sufficient  to enable the  Acquired  Companies  to produce and sell all products
sold or  presently  intended  to be  sold by the  Acquired  Companies  and  such
products  will operate in  accordance  with the  functional  specifications  and
instructions set forth in the Acquired Companies' written documentation, whether
published or unpublished, as such documentation is identified in Section 3.26 of
the Disclosure Schedule,  and in accordance with any other descriptions included
in the Disclosure Schedule.

(c) There exist no pending or, to the  Knowledge of the Acquired  Companies  and
the Selling Shareholders,  Threatened litigation,  actions,  lawsuits or claims,
including  without  limitation  to the  filing  or  Threatened  filing,  whether
voluntary or involuntary,  of insolvency or bankruptcy proceedings or forfeiture
proceedings   against  the  Acquired   Companies,   claims  of  infringement  or
misappropriation,  or  other  claims  adverse  to the  ownership  rights  of the
Acquired  Companies  with  respect to the  Intellectual  Property  Assets of the
Acquired Companies.

(d) No failure to maintain and adequately  protect exists with respect to any of
the Intellectual  Property Assets,  including  maintenance  payments thereof and
renewals or extensions thereof, except as expressly disclosed in Section 3.26 of
the Disclosure Schedule.

(e) The Acquired  Companies  own or is a licensee of all  Intellectual  Property
Assets,  and the Acquired  Companies  have all rights to assign all such license
rights and/or to sublicense  such rights  and/or to grant  sublicense  rights to
others as necessary to conduct the present businesses of the Acquired Companies.

(f)  The  Acquired  Companies  have  not  consented  to or  otherwise  knowingly
acquiesced  in the  use by  another  person  or  entity  of any of the  Acquired
Companies' name or a name that is  substantially  similar to any of the Acquired
Companies' name.

3.27     MATERIAL AND AFFILIATE CONTRACTS

Section 3.27 of the  Disclosure  Schedule  sets forth a list of all other (i.e.,
not identified on one or more of the sections to the  Disclosure  Schedule) oral
and written  contracts,  commitments,  or other  agreements  to which any of the
Acquired  Companies is a party or by which any of the Acquired  Companies or any
of the assets or properties  of the Acquired  Companies are bound or subject (a)
requiring  or  reasonably  anticipated  to  require  the  payment  by any of the
Acquired  Companies of more than $10,000 in any twelve-month  period,  (b) under
which any of the  Acquired  Companies  is  entitled  to receive  $10,000 or more
annually,  (c) covering  indebtedness  of any of the  Acquired  Companies in the
principal amount of $10,000 or more, (d) covering the employment of any employee
of any of the  Acquired  Companies,  (e) not  terminable  by any of the Acquired
Companies,  without penalty, within thirty (30) days following the Closing Date,
(f)  terminable  by or on behalf of the other party  thereto on sixty (60) days'
notice or less,  (g) which  obligates any of the Acquired  Companies to act as a
guarantor or surety irrespective of the amount involved, (h) which are provider,
service or similar agreements, or (i) which are capital leases, loan agreements,
indentures, mortgages, pledges, hypothecations, deeds of trust, conditional sale
or title  retention  agreements,  security  agreements  or  equipment  financing
agreements (collectively,  the "Material Contracts"). True, correct and complete
copies of the written Material  Contracts and true, correct and complete written
descriptions  of the oral Material  Contracts have  heretofore been delivered by
the Acquired Companies to Buyer.

There  are no  contracts,  agreements,  purchase  orders,  commitments,  leases,
agreements, understandings or arrangements, including loan arrangements, between
any  of  the  Acquired  Companies  and  any  of  their  officers,  directors  or
shareholders,  or any related or affiliated person, corporation or other entity,
except as set forth in Section 3.27 of the Disclosure  Schedule (a true, correct
and complete copy of each such written document and a true, correct and complete
written  description  of each  such oral  relationship  having  heretofore  been
delivered by the  Acquired  Companies to Buyer)  (collectively,  the  "Affiliate
Contracts"),  and none shall be entered  into by any of the  Acquired  Companies
from the date hereof through the Closing Date without the prior written  consent
of Buyer.

Except as set  forth in  Section  3.27 of the  Disclosure  Schedule,  all of the
Material  Contracts  and Affiliate  Contracts are in full force and effect,  and
there  exists  no  default  by any  of the  Acquired  Companies  or to the  best
Knowledge of the Acquired Companies or the Selling Shareholders, any other party
thereto,  and no event has occurred which, through notice or the passage of time
or otherwise,  would result in a default by any of the Acquired  Companies  from
the date hereof  through the Closing Date without the prior  written  consent of
Buyer.

3.28     CERTAIN PAYMENTS.

Neither the Acquired Companies nor any director,  officer, agent, or employee of
the Acquired Companies,  or any other Person associated with or acting for or on
behalf of the  Acquired  Companies,  has  directly  or  indirectly  (a) made any
contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other
payment to any Person, private or public,  regardless of form, whether in money,
property,  or services (i) to obtain favorable  treatment in securing  business,
(ii) to pay for  favorable  treatment  for  business  secured,  (iii) to  obtain
special  concessions  or for special  concessions  already  obtained,  for or in
respect of the Acquired Companies or any affiliate of the Acquired Companies, or
(iv) in violation of any Legal  Requirement,  (b)  established or maintained any
fund or  asset  that has not been  recorded  in the  books  and  records  of the
Acquired Companies.


3.29     COMPUTER PROGRAMS AND SOFTWARE.

All software  developed by any Acquired Company or Selling  Shareholder and used
by any Acquired  Company (the  "Software")  and all updates thereto will, and to
the best Knowledge of the Acquired Companies and the Sellers, all other software
used by any Acquired  Company (the "Other  Software") will, prior to December 1,
1999,  correctly  handle the change of the century in a standard  and  compliant
manner,  including  the year  2000 and  beyond  as well as the leap year and the
absence of leap year,  and will operate  accurately in all respects with respect
to date related operations. For purposes of this Agreement,  compliance with the
foregoing  shall mean that the Software and the Other  Software will operate and
correctly  process such that (i)  calculations  using dates execute  utilizing a
four  digit  year,  (ii) the  Software  and the  Other  Software  functionality,
including, but not limited to, entry, inquiry,  maintenance,  update and display
(whether  online,  batch or otherwise) shall support four digit year processing,
(iii)  interfaces  and reports  shall support four digit year  processing,  (iv)
successful  transition to the year 2000, processing with a four digit year shall
occur  without  human  intervention,  (vi) all leap  years  shall be  calculated
correctly,  (vii) correct results shall be produced in forward and backward date
calculations  spanning century boundaries,  including the conversion of previous
years  currently  stored as two digits,  and (viii) the  Software  and the Other
Software  complies with industry  standards  regarding the change of the century
and year 2000 compliance.

All Software and Other Software have been validly acquired by Acquired Companies
and are duly registered on the name of Datalink.

3.30     DISCLOSURE.

(a) No  representation  or warranty  of the  Acquired  Companies  or the Selling
Shareholders in this Agreement and no statement in the Disclosure Schedule omits
to state a material fact necessary to make the statements herein or therein,  in
light of the circumstances in which they were made, not misleading.

(b) No notice given pursuant to this Agreement will contain any untrue statement
or omit to state a material fact necessary to make the statements  therein or in
this  Agreement,  in light of the  circumstances  in which they were  made,  not
misleading.

(c) There is no fact Known to the Acquired Companies or the Selling Shareholders
that has  specific  application  to the Acquired  Companies  (other than general
economic or industry  conditions) and that materially  adversely  affects or, as
far  as  the  Acquired  Companies  or  the  Selling  Shareholders  can  foresee,
materially threatens the assets,  business,  prospects,  financial condition, or
results of operations of the Acquired  Companies  that has not been set forth in
this Agreement or the Disclosure Schedule.

3.31     BROKERS OR FINDERS.

The  Acquired  Companies  and the  Selling  Shareholders  and their  agents have
incurred no obligation or liability,  contingent or otherwise,  for brokerage or
finders' fees or agents' commissions or other similar payment in connection with
this Agreement.

4.       REPRESENTATIONS AND WARRANTIES OF BUYER.

Buyer  represents  and  warrants  to the  Acquired  Companies  and  the  Selling
Shareholders  and  covenants  and agrees  with the  Acquired  Companies  and the
Selling Shareholders as follows:

4.1      ORGANIZATION AND GOOD STANDING

Buyer is a corporation duly organized,  validly  existing,  and in good standing
under the laws of the  Commonwealth  of  Pennsylvania.  Buyer has the  corporate
power and authority to carry on its business as presently conducted.

4.2      AUTHORITY; NO CONFLICT

(a) This  Agreement  constitutes  the legal,  valid,  and binding  obligation of
Buyer,  enforceable  against  Buyer  in  accordance  with  its  terms.  Upon the
execution  and  delivery  by Buyer of the  Management  Agreements  and the Lease
(collectively,  the "Buyer's Closing Documents"),  the Buyer's Closing Documents
will constitute the legal, valid, and binding obligations of Buyer,  enforceable
against Buyer in accordance with their respective terms.  Buyer has the absolute
and  unrestricted  right,  power,  and  authority  to execute and  deliver  this
Agreement and the Buyer's Closing Documents and to perform its obligations under
this Agreement and the Buyer's Closing Documents.

(b) Neither  the  execution  and  delivery  of this  Agreement  by Buyer nor the
consummation  or performance of any of the  Contemplated  Transactions  by Buyer
will give any Person the right to prevent,  delay,  or otherwise  interfere with
any of the Contemplated Transactions pursuant to:

i) any provision of Buyer's Organizational Documents;

ii) any  resolution  adopted by the board of directors or the  stockholders  of
Buyer;

iii) any Legal Requirement or Order to which Buyer may be subject; or
iv) any Contract to which Buyer is a party or by which Buyer may be bound.

Buyer is not and will not be required  to obtain any Consent  from any Person in
connection with the execution and delivery of this Agreement or the consummation
or performance of any of the Contemplated Transactions.


4.3      INVESTMENT INTENT.

Buyer is  acquiring  the Shares for its own account and not with a view to their
distribution within the meaning of Section 2(11) of the Securities Act.

4.4      CERTAIN PROCEEDINGS.

There is no pending  Proceeding  that has been commenced  against Buyer and that
challenges,  or may have the effect of preventing,  delaying, making illegal, or
otherwise  interfering  with, any of the Contemplated  Transactions.  To Buyer's
Knowledge, no such Proceeding has been Threatened.

4.5      BROKERS OR FINDERS.

or finders' fees or agents'  commissions or other similar  payment in connection
with this Agreement.

5.       COVENANTS OF THE ACQUIRED COMPANIES AND THE SELLERS.

he Acquired  Companies and the Selling  Shareholders  covenant and agree to the
following:

5.1      ACCESS AND INVESTIGATION.

Between the date of this Agreement and the Closing Date, the Acquired  Companies
and the Selling  Shareholders will, and will cause its or their  Representatives
to, (a) afford Buyer and its  Representatives  and prospective lenders and their
Representatives  (collectively,  "Buyer's Advisors") full and free access to the
Acquired  Companies'  personnel,   properties  (including  subsurface  testing),
contracts,  books and records,  and other  documents and data, (b) furnish Buyer
and Buyer's Advisors with copies of all such contracts,  books and records,  and
other  existing  documents  and data as Buyer may  reasonably  request,  and (c)
furnish Buyer and Buyer's  Advisors with such additional  financial,  operating,
and other data and information as Buyer may reasonably request.

5.2      OPERATION OF THE BUSINESS OF THE ACQUIRED COMPANIES.

Between the date of this Agreement and the Closing Date, the Acquired  Companies
and the Selling Shareholders will:

a) conduct the businesses of the Acquired Companies only in the Ordinary Course
of Business;

(b) use their Best Efforts to preserve intact the current business  organization
of the Acquired Companies,  keep available the services of the current officers,
employees,  and agents of the Acquired Companies, and maintain the relations and
goodwill with suppliers, customers, landlords, creditors, employees, agents, and
others having business relationships with the Acquired Companies;

(c) confer with Buyer concerning operational matters of a material nature; and

(d)  otherwise  report  periodically  to  Buyer  concerning  the  status  of the
businesses, operations, and finances of the Acquired Companies.

5.3      NEGATIVE COVENANT.

Except as otherwise expressly  permitted by this Agreement,  between the date of
this  Agreement  and the Closing  Date,  the Acquired  Companies and the Selling
Shareholders  will not,  without the prior  written  consent of Buyer,  take any
affirmative  action,  or fail to take any reasonable  action within its or their
control,  as a result of which any of the  changes  or events  listed in Section
3.22 is likely to occur.

5.4      REQUIRED APPROVALS.

As  promptly  as  practicable  after the date of this  Agreement,  the  Acquired
Companies and the Selling  Shareholders  will make all filings required by Legal
Requirements  to be made  by  them  in  order  to  consummate  the  Contemplated
Transactions.  Between  the date of this  Agreement  and the Closing  Date,  the
Acquired  Companies and the Selling  Shareholders  will (a) cooperate with Buyer
with  respect to all filings  that Buyer  elects to make or is required by Legal
Requirements to make in connection with the Contemplated  Transactions,  and (b)
cooperate with Buyer in obtaining all consents identified in Schedule 4.2.

5.5      NOTIFICATION.

Between the date of this Agreement and the Closing Date, the Acquired  Companies
and the Selling Shareholders will promptly notify Buyer in writing if either the
Acquired  Companies  or any  Selling  Shareholder  becomes  aware of any fact or
condition that causes or constitutes a Breach of any of the  representations and
warranties of the Acquired Companies and the Selling Shareholders as of the date
of this  Agreement,  or if the  Acquired  Companies  or any Selling  Shareholder
becomes aware of the occurrence  after the date of this Agreement of any fact or
condition that would (except as expressly  contemplated by this Agreement) cause
or  constitute  a  Breach  of any  such  representation  or  warranty  had  such
representation  or warranty  been made as of the time of occurrence or discovery
of such fact or condition.  Should any such fact or condition require any change
in the disclosure Schedule if the Disclosure Schedule were dated the date of the
occurrence or discovery of any such fact or condition, the Acquired Companies or
any Selling  Shareholder  will  promptly  deliver to Buyer a  supplement  to the
Disclosure Schedule specifying such change. During the same period, the Acquired
Companies  or  any  Selling  Shareholder  will  promptly  notify  Buyer  of  the
occurrence  of any  Breach of any  covenant  of the  Acquired  Companies  or the
Selling  Shareholders  in this Section 5 or of the  occurrence of any event that
may make the satisfaction of the conditions in Section 7 impossible or unlikely.


5.6      PAYMENT OF INDEBTEDNESS BY RELATED PERSONS

Except as expressly  provided in this Agreement,  the Acquired Companies and the
Selling  Shareholders  will cause all  indebtedness  owed to any of the Acquired
Companies by either a Selling  Shareholder or any related Person of the Acquired
Companies or a Selling Shareholder to be paid in full prior to Closing.

5.7      NO NEGOTIATION.

Until such time, if any, as this Agreement is terminated  pursuant to Section9,
the Acquired Companies and the Selling Shareholders will not, and will cause the
Acquired  Companies'  Representatives  not to,  directly or indirectly  solicit,
initiate,  or encourage  any inquiries or proposals  from,  discuss or negotiate
with,  provide any  non-public  information  to, or  consider  the merits of any
unsolicited  inquiries or proposals from, any Person (other than Buyer) relating
to any  transaction  involving the sale of the business or assets (other than in
the  Ordinary  Course of  Business)  of the  Acquired  Companies,  or any of the
capital stock of the Acquired Companies, or any merger, consolidation,  business
combination, or similar transaction involving the Acquired Companies.


5.8      BEST EFFORTS
Between the date of this Agreement and the Closing Date, the Acquired  Companies
and the Selling Shareholders will use their Best Efforts to cause the conditions
in Sections 7 and 8 to be satisfied.


6.       COVENANTS OF JPM

The Buyer covenants and agrees to the following:


6.1      APPROVALS OF GOVERNMENTAL BODIES.

As promptly as practicable after the date of this Agreement, Buyer will make all
filings  required by Legal  Requirements  to be made by them to  consummate  the
Contemplated  Transactions.  Between the date of this  Agreement and the Closing
Date,  Buyer will  cooperate  with  Sellers  with  respect to all  filings  that
Acquired   Companies  or  the  Selling   Shareholders   are  required  by  Legal
Requirements to make in connection with the Contemplated Transactions,  and (ii)
cooperate  with Sellers in obtaining  all consents  identified in Section 3.2 of
the Disclosure Schedule;  provided that this Agreement will not require Buyer to
dispose of or make any change in any  portion  of its  business  or to incur any
other burden to obtain a Governmental Authorization.


6.2      BEST EFFORTS.

Except as set forth in the  proviso to  Section  6.1,  between  the date of this
Agreement  and the Closing  Date,  Buyer will use its Best  Efforts to cause the
conditions in Sections 7 and 8 to be satisfied.


6.3.     UNDISCLOSED DATALINK ASSETS

Following  the Closing  Date,  in the event any asset of Datalink  becomes known
which is  attributable  to, and arose  during,  the period  prior to the Closing
Date, which was not disclosed on the Balance Sheet and/or Interim Balance Sheet,
and which the Selling Shareholders had no prior Knowledge of, Buyer will pay and
distribute such asset to the Selling Shareholders.


6.4      CONDUCTING BUSINESS

So long as Buyer has any  ownership  interest in Datalink,  whether  directly or
indirectly  through  one or  more  Subsidiaries,  Buyer  will  not  manufacture,
distribute  or sell any  product in Sao  Paulo,  Brazil  which is  substantially
similar to those  manufactured,  distributed and sold by Datalink except through
Datalink.


7.       CONDITIONS PRECEDENT TO JPM'S OBLIGATION TO CLOSE.

Buyer's  obligation  to purchase the Shares and Buyer's  obligation  to take the
other  actions  required  to be taken by Buyer at the  Closing is subject to the
satisfaction,  at or prior to the Closing,  of each of the following  conditions
(any of which may be waived by Buyer, in whole or in part):


7.1      ACCURACY OF REPRESENTATIONS.

All of the Acquired Companies' and the Selling Shareholders' representations and
warranties  in this  Agreement  (considered  collectively),  and  each of  these
representations  and  warranties  (considered  individually),   must  have  been
accurate in all material respects as of the date of this Agreement,  and must be
accurate  in all  material  respects  as of the  Closing  Date as if made on the
Closing Date, without giving effect to any supplement to any Schedule hereto.

7.2      NO MATERIAL ADVERSE CHANGE.

Since the date of the Balance Sheet,  there shall have been no material  adverse
change in the  financial  condition,  assets,  or  liabilities  of the  Acquired
Companies.


7.3      NO LOSS.

Since the date of the  Balance  Sheet,  the  Acquired  Companies  shall not have
suffered any loss on account of fire, flood, accident,  strike or other calamity
which has a material adverse effect on the financial  condition or any assets of
the  Acquired  Companies,  whether or not such loss  shall have been  covered by
insurance.


7.4      CERTIFICATE.

The  President or Chief  Executive  Officer,  as the case may be, of ULMIN shall
have  executed and delivered to Buyer on the Closing Date a  Certificate,  dated
that date, in form and substance reasonably  satisfactory to Buyer and its legal
counsel,  to the effect that each of the provisions of Sections 7.1, 7.2 and 7.3
of this Article 7 is true and correct in every respect.


7.5      PERFORMANCE.

(a) All of the covenants  and  obligations  that the Acquired  Companies and the
Selling  Shareholders are required to perform or to comply with pursuant to this
Agreement  at or prior to the  Closing  (considered  collectively),  and each of
these covenants and obligations (considered  individually),  must have been duly
performed and complied with in all material respects.

(b) The Acquired  Companies and the Selling  Shareholders  shall have  delivered
each of the  documents  required  to be  delivered  by them  pursuant to Section
2.6(a).


7.6      CONSENTS

Each of the Consents  identified in Section 3.2 of the Disclosure  Schedule must
have been obtained and must be in full force and effect.


7.7      ADDITIONAL DOCUMENTS

Each of the following documents must have been delivered to Buyer:

(a) an  opinion of  Sellers'  and the  Acquired  Companies'  counsel,  dated the
Closing Date, in the form of Exhibit 7.7(a);

(b)  a  good  standing   certificate  or  similar   certificate   and  certified
Organizational Documents of the Acquired Companies, as of the Closing Date and a
good standing  certificate from each  jurisdiction in which each of the Acquired
Companies is qualified to do business;

(c)  copies  of the  resolutions  duly  adopted  by the Board of  Directors  and
shareholders of the Acquired Companies, respectively, authorizing the execution,
delivery and  performance of this Agreement and the Sellers'  Closing  Documents
and other agreements,  instruments and documents  contemplated hereby, and to be
delivered  hereunder,  duly  certified by the  Secretary of each of the Acquired
Companies,  which  resolutions  shall be in full force and effect at the time of
delivery on the Closing Date.


7.8      NO PROCEEDINGS

Since  the  date of this  Agreement,  there  must  not have  been  commenced  or
Threatened  against  Buyer,  or against any Person  affiliated  with Buyer,  any
Proceeding (a)involving any challenge to, or seeking damages or other relief in
connection with, any of the Contemplated Transactions,  or (b) that may have the
effect of preventing,  delaying,  making illegal, or otherwise  interfering with
any of the Contemplated Transactions.


7.9      NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS

There must not have been made or  Threatened  by any Person any claim  asserting
that such Person (a) is the holder or the beneficial  owner of, or has the right
to  acquire  or to obtain  beneficial  ownership  of, any stock of, or any other
voting, equity, or ownership interest in, any of the Acquired Companies,  or (b)
is entitled to all or any portion of the purchase price payable for the Shares.


7.10     NO PROHIBITION

Neither  the  consummation  nor  the  performance  of any  of  the  Contemplated
Transactions  will,  directly or indirectly  (with or without notice or lapse of
time),  materially  contravene,  or  conflict  with,  or  result  in a  material
violation of, or cause Buyer or any Person  affiliated  with Buyer to suffer any
material adverse  consequence  under,  (a) any applicable  Legal  Requirement or
Order,  or  (b)  any  Legal  Requirement  or  Order  that  has  been  published,
introduced, or otherwise proposed by or before any Governmental Body.


7.11     DUE DILIGENCE

Buyer  shall  be  satisfied,  in its  sole  discretion  and  without  regard  to
materiality,  with  the  results  of  its  due  diligence  with  respect  to the
businesses,  operations,  condition (financial or otherwise), assets or property
of the  Acquired  Companies  and without  regard to any  Knowledge of such facts
prior to execution of this Agreement.


8.       CONDITIONS PRECEDENT TO THE SELLERS' OBLIGATION TO CLOSE.

The  Selling  Shareholders'  obligation  to sell  the  Shares  and the  Acquired
Companies  and the Selling  Shareholders'  obligation  to take the other actions
required to be taken by the Acquired  Companies and the Selling  Shareholders at
the Closing is subject to the satisfaction,  at or prior to the Closing, of each
of the  following  conditions  (any  of  which  may be  waived  by the  Acquired
Companies and the Selling Shareholders, in whole or in part):


8.1      ACCURACY OF REPRESENTATIONS.

All of Buyer's  representations  and  warranties in this  Agreement  (considered
collectively),  and each of these  representations  and  warranties  (considered
individually),  must have been accurate in all material  respects as of the date
of this  Agreement  and must be  accurate  in all  material  respects  as of the
Closing Date as if made on the Closing Date.


8.2      CERTIFICATES.

An executive  officer of Buyer shall have executed and delivered to the Acquired
Companies and the Selling Shareholders on the Closing Date a Certificate,  dated
that  date,  in form  and  substance  reasonably  satisfactory  to the  Acquired
Companies and the Selling  Shareholders  and their legal counsel,  to the effect
that the provisions of Section 8.1 hereof are true and correct in every respect.


8.3      BUYER'S PERFORMANCE.

(a) All of the covenants and obligations that Buyer is required to perform or to
comply with  pursuant to this  Agreement at or prior to the Closing  (considered
collectively),   and  each  of  these  covenants  and  obligations   (considered
individually),  must have  been  performed  and  complied  with in all  material
respects.

(b) Buyer shall have delivered each of the documents required to be delivered by
Buyer pursuant to Section 2.6(b).


8.4      ADDITIONAL DOCUMENTS.

uyer shall have  delivered to Acquired  Companies and the Selling  Shareholders
the following:

(a) an opinion of Buyer's counsel dated the Closing Date, in the form of Exhibit

8.4(a) attached hereto;

(b) Such other documents as the Acquired Companies and the Selling  Shareholders
may reasonably  request for the purpose of (i) enabling their counsel to provide
the  opinion  referred to in Section  7.7(a),  (ii)  evidencing  accuracy of any
representation  or warranty of Buyer,  (iii) evidencing the performance by Buyer
of, or the compliance by Buyer with,  any covenant or obligation  required to be
performed or complied with by Buyer,  (iv)  evidencing the  satisfaction  of any
condition  referred  to in this  Section 8, or (v)  otherwise  facilitating  the
consummation of any of the Contemplated Transactions.


8.5      NO INJUNCTION.

There must not be in effect any Legal  Requirement  or any  injunction  or other
Order that (a) prohibits the sale of the Shares by Sellers to Buyer, and (b) has
been adopted or issued,  or has otherwise  become  effective,  since the date of
this Agreement.


9.       TERMINATION.

9.1      TERMINATION EVENTS.

This Agreement and the  Contemplated  Transactions  may, by written notice given
prior to or at the Closing, be terminated:

(a) by either  Buyer or Sellers if a material  Breach of any  provision  of this
Agreement  has been  committed  by the other  party and such Breach has not been
waived;

(b)(i) by Buyer if any of the conditions in Section 7 have not been satisfied as
of the  Closing  Date or if  satisfaction  of  such a  condition  is or  becomes
impossible  (other  than  through  the  failure  of  Buyer  to  comply  with its
obligations  under this Agreement) and Buyer has not waived such condition on or
before the Closing Date; or (ii) by Sellers, if any of the conditions in Section
8 have not been  satisfied as of the Closing Date or if  satisfaction  of such a
condition is or becomes impossible (other than through the failure of Sellers to
comply with their  obligations under this Agreement) and Sellers have not waived
such condition on or before the Closing Date; or

(c)      by mutual consent of Buyer and Sellers.


9.2      EFFECT OF TERMINATION.

Each party's right of termination  under Section 9.1 is in addition to any other
rights it may have under this  Agreement  or  otherwise,  and the  exercise of a
right of termination  will not be an election of remedies.  If this Agreement is
terminated pursuant to Section 9.1, all further obligations of the parties under
this  Agreement  will  terminate,  except that the  obligations in Sections 11.1
(relating to Expenses)  and 11.3  (relating to  Confidentiality)  will  survive;
provided,  however,  that if this  Agreement is terminated by a party because of
the Breach of the  Agreement  by the other  party or because  one or more of the
conditions to the terminating  party's  obligations  under this Agreement is not
satisfied  as a  result  of  the  other  party's  failure  to  comply  with  its
obligations  under this Agreement,  the terminating  party's right to pursue all
legal remedies will survive such termination unimpaired.


10.      INDEMNIFICATION; REMEDIES.

10.1     SURVIVAL; RIGHT TO INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE.

All representations,  warranties,  covenants, and obligations in this Agreement,
made by the Sellers,  the Schedules  hereto,  any  supplements  to the Schedules
hereto,  and any  other  certificate  or  document  delivered  pursuant  to this
Agreement  will survive the Closing.  The right to  indemnification,  payment of
Damages or other remedy based on such  representations,  warranties,  covenants,
and obligations will not be affected by any investigation conducted with respect
to, or any  Knowledge  acquired  (or  capable  of being  acquired)  at any time,
whether  before or after the  execution  and  delivery of this  Agreement or the
Closing Date, with respect to the accuracy or inaccuracy of or compliance  with,
any such representation,  warranty,  covenant, or obligation.  The waiver of any
condition  based on the accuracy of any  representation  or warranty,  or on the
performance of or compliance  with any covenant or  obligation,  will not affect
the right to indemnification,  payment of Damages, or other remedy based on such
representations, warranties, covenants, and obligations.


10.2     INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER.

Sellers,  jointly and  severally,  will indemnify and hold harmless  Buyer,  the
Acquired  Companies,   and  their  respective   Representatives,   stockholders,
controlling persons, and affiliates  (collectively,  the "Indemnified  Persons")
for, and will pay to the Indemnified Persons the amount of, any loss, liability,
claim,  damage  (including  incidental  and  consequential   damages),   expense
(including costs of investigation and defense and reasonable attorneys' fees) or
diminution of value, whether or not involving a third-party claim (collectively,
"Damages"), arising, directly or indirectly, from or in connection with:

(a) any  Breach  of any  representation  or  warranty  made by  Sellers  in this
Agreement (without giving effect to any supplement to the Schedules hereto), the
Disclosure  Schedule  hereto,  the supplements to the Schedules  hereto,  or any
other certificate or document delivered by Sellers pursuant to this Agreement;

(b) any  Breach  of any  representation  or  warranty  made by  Sellers  in this
Agreement  as if such  representation  or  warranty  were  made on and as of the
Closing Date without  giving effect to any  supplement to the Schedules  hereto,
other than any such Breach that is disclosed in a  supplement  to any  Schedules
hereto and is expressly  identified  in the  certificate  delivered  pursuant to
Section 7.4 as having  caused the  condition  specified in Section 7.1 not to be
satisfied;

c) any Breach by  Sellers  of any  covenant  or  obligation  of Sellers in this
Agreement;

(d) any product  shipped or  manufactured  by, or any services  provided by, the
Acquired Companies prior to the Closing Date; or

(e) any claim by any Person for  brokerage or finder's  fees or  commissions  or
similar payments based upon any agreement or understanding  alleged to have been
made by any such Person with  Sellers or the Acquired  Companies  (or any Person
acting on their behalf) in connection with any of the Contemplated Transactions.

The remedies provided in this Section 10.2 will not be exclusive of or limit any
other remedies that may be available to Buyer or the other Indemnified Persons.


0.3 INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS--ENVIRONMENTAL MATTERS.

In addition to the provisions of Section 10.2,  Sellers,  jointly and severally,
will  indemnify and hold harmless  Buyer,  the Acquired  Companies and the other
Indemnified Persons for, and will pay to Buyer, the Acquired Companies,  and the
other  Indemnified  Persons  the  amount  of, any  Damages  (including  costs of
cleanup,  containment,  or other remediation)  arising,  directly or indirectly,
from or in connection with:

(a) any Environmental, Health, and Safety Liabilities arising out of or relating
to: (i)(A) the ownership, operation, or condition at any time on or prior to the
Closing Date of the Facilities or any other properties and assets (whether real,
personal,  or mixed and whether  tangible  or  intangible)  in which  Sellers or
Acquired  Companies has or had an interest,  or (B) any  Hazardous  Materials or
other  contaminants that were present on the Facilities or such other properties
and assets at any time on or prior to the Closing Date; or (ii)(A) any Hazardous
Materials or other contaminants, wherever located, that were, or were allegedly,
generated,  transported,  stored,  treated,  Released,  or otherwise  handled by
Sellers or Acquired  Companies or by any other Person for whose conduct they are
or may be held  responsible  at any time on or prior to the Closing Date, or (B)
any Hazardous  Activities that were, or were allegedly,  conducted by Sellers or
Acquired  Companies or by any other Person for whose  conduct they are or may be
held responsible; or

(b) any bodily injury (including illness,  disability, and death, and regardless
of when any such bodily injury occurred,  was incurred,  or manifested  itself),
personal  injury,  property  damage  (including  trespass,   nuisance,  wrongful
eviction, and deprivation of the use of real property), or other damage of or to
any Person,  including  any  employee or former  employee of Sellers or Acquired
Companies  or any  other  Person  for  whose  conduct  they  are or may be  held
responsible,  in any way arising  from or allegedly  arising from any  Hazardous
Activity conducted or allegedly  conducted with respect to the Facilities or the
operation of Acquired  Companies  prior to the Closing Date,  or from  Hazardous
Material  that was (i)  present  or  suspected  to be  present  on or before the
Closing Date on or at the  Facilities  (or present or suspected to be present on
any other property,  if such Hazardous  Material emanated or allegedly  emanated
from any of the  Facilities and was present or suspected to be present on any of
the  Facilities  on or prior to the Closing  Date) or (ii) Released or allegedly
Released by Sellers or Acquired  Companies or any other Person for whose conduct
they are or may be held  responsible,  at any  time on or  prior to the  Closing
Date.

Buyer will be entitled  to control any  cleanup,  any related  Proceeding,  and,
except as provided in the following sentence,  any other Proceeding with respect
to which  indemnity  may be  sought  under  this  Section  10.3.  The  procedure
described in Section  10.5 will apply to any claim  solely for monetary  damages
relating to a matter covered by this Section 10.3.


10.4     INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER.

Buyer will  indemnify  and hold  harmless  Sellers,  and will pay to Sellers the
amount of any Damages  arising,  directly or  indirectly,  from or in connection
with (a) any  Breach of any  representation  or  warranty  made by Buyer in this
Agreement or in any  certificate  delivered by Buyer pursuant to this Agreement,
(b) any  Breach  by  Buyer  of any  covenant  or  obligation  of  Buyer  in this
Agreement,  or (c) any claim by any Person for  brokerage  or  finder's  fees or
commissions  or similar  payments  based  upon any  agreement  or  understanding
alleged to have been made by such Person with Buyer (or any Person acting on its
behalf) in connection with any of the Contemplated Transactions.


10.5     PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS.

(a) Promptly after receipt by an indemnified  party under Section 10.2, 10.4, or
(to the extent  provided in the last  sentence of Section  10.3) Section 10.3 of
notice of the commencement of any Proceeding  against it, such indemnified party
will, if a claim is to be made against an indemnifying party under such Section,
give notice to the indemnifying party of the commencement of such claim, but the
failure to notify the indemnifying party will not relieve the indemnifying party
of any liability that it may have to any indemnified party, except to the extent
that the  indemnifying  party  demonstrates  that the  defense of such action is
prejudiced by the indemnifying party's failure to give such notice.

(b) If any  Proceeding  referred  to in Section  10.5(a)  is brought  against an
indemnified  party  and  it  gives  notice  to  the  indemnifying  party  of the
commencement of such Proceeding,  the indemnifying  party will, unless the claim
involves Taxes, be entitled to participate in such Proceeding and, to the extent
that it  wishes  (unless  (i) the  indemnifying  party  is also a party  to such
Proceeding  and the  indemnified  party  determines  in good  faith  that  joint
representation  would be inappropriate,  or (ii) the indemnifying party fails to
provide reasonable  assurance to the indemnified party of its financial capacity
to defend such  Proceeding  and  provide  indemnification  with  respect to such
Proceeding),  to assume the defense of such Proceeding with counsel satisfactory
to the indemnified  party and, after notice from the  indemnifying  party to the
indemnified party of its election to assume the defense of such Proceeding,  the
indemnifying party will not, as long as it diligently  conducts such defense, be
liable to the  indemnified  party  under  this  Section 10 for any fees of other
counsel or any other expenses with respect to the defense of such Proceeding, in
each case subsequently  incurred by the indemnified party in connection with the
defense of such Proceeding, other than reasonable costs of investigation. If the
indemnifying  party  assumes  the  defense  of a  Proceeding,  (i)  it  will  be
conclusively  established for purposes of this Agreement that the claims made in
that Proceeding are within the scope of and subject to indemnification;  (ii) no
compromise  or  settlement  of such claims may be  effected by the  indemnifying
party without the indemnified  party's consent unless (A) there is no finding or
admission of any violation of Legal  Requirements or any violation of the rights
of any Person and no effect to any other  claims  that may be made  against  the
indemnified party, and (B) the sole relief provided is monetary damages that are
paid in full by the  indemnifying  party;  and (iii) the indemnified  party will
have no liability  with respect to any  compromise  or settlement of such claims
effected without its consent. If notice is given to an indemnifying party of the
commencement of any Proceeding and the  indemnifying  party does not, within ten
days  after  the  indemnified  party's  notice  is  given,  give  notice  to the
indemnified party of its election to assume the defense of such Proceeding,  the
indemnifying party will be bound by any determination made in such Proceeding or
any compromise or settlement effected by the indemnified party.

(c)  Notwithstanding  the foregoing,  if an indemnified party determines in good
faith that there is a reasonable  probability  that a Proceeding  may  adversely
affect it or its affiliates other than as a result of monetary damages for which
it would be entitled to  indemnification  under this Agreement,  the indemnified
party may, by notice to the  indemnifying  party,  assume the exclusive right to
defend,  compromise, or settle such Proceeding,  but the indemnifying party will
not be bound by any  determination of a Proceeding so defended or any compromise
or  settlement  effected  without  its  consent  (which may not be  unreasonably
withheld).

(d) Sellers hereby  consent to the  non-exclusive  jurisdiction  of any court in
which a Proceeding is brought against any Indemnified Person for purposes of any
claim that an  Indemnified  Person may have under this Agreement with respect to
such  Proceeding or the matters alleged  therein,  and agree that process may be
served on Sellers with respect to such a claim anywhere in the world.


10.6     PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS.

A claim for indemnification for any matter not involving a third-party claim may
be asserted by notice to the party from whom indemnification is sought.


11.      GENERAL PROVISIONS.

11.1     EXPENSES

Except as otherwise  expressly  provided in this  Agreement,  each party to this
Agreement  will bear its  respective  expenses  incurred in connection  with the
preparation,  execution,  and performance of this Agreement and the Contemplated
Transactions,  including  all  fees and  expenses  of  agents,  representatives,
counsel, and accountants; provided, however, that the Selling Shareholders shall
be responsible for any and all expenses incurred by Buyer of or relating, either
directly of indirectly, the formation and organization of the Acquired Companies
or the assignment by the Selling  Shareholders or the Acquired  Companies of his
or its rights hereunder,  including, without limitation,  expenses in connection
with any due diligence,  professional  fees, taxes, or translation of documents.
In the event of termination of this  Agreement,  the obligation of each party to
pay its own expenses  will be subject to any rights of such party arising from a
breach of this Agreement by another party.


11.2     PUBLIC ANNOUNCEMENTS.

Any public  announcement or similar  publicity with respect to this Agreement or
the  Contemplated  Transactions  will be issued,  if at all, at such time and in
such  manner as Buyer  determines.  Unless  consented  to by Buyer in advance or
required by Legal Requirements,  prior to the Closing,  Sellers shall, and shall
cause the Acquired Companies to, keep this Agreement  strictly  confidential and
may not make any  disclosure of this  Agreement to any Person.  Seller and Buyer
will  consult  with  each  other  concerning  the  means by which  the  Acquired
Companies' employees,  customers,  and suppliers and others having dealings with
the Acquired  Companies will be informed of the Contemplated  Transactions,  and
Buyer will have the right to be present for any such communication.


11.3     CONFIDENTIALITY

Between the date of this Agreement and the Closing Date,  Buyer and Sellers will
maintain  in  confidence,  and will cause the  directors,  officers,  employees,
agents, and advisors of Buyer, the Acquired Companies and Sellers to maintain in
confidence, and not use to the detriment of another party, any written, oral, or
other  information  obtained in confidence from another party in connection with
this Agreement or the Contemplated Transactions,  unless (a) such information is
already known to such party or to others not bound by a duty of  confidentiality
or such information  becomes publicly  available through no fault of such party,
(b) the use of such information is necessary or appropriate in making any filing
or  obtaining  any  consent or approval  required  for the  consummation  of the
Contemplated  Transactions,  or (c) the furnishing or use of such information is
required by or necessary or appropriate in connection with legal proceedings.

If the Contemplated Transactions are not consummated,  each party will return or
destroy as much of such written  information  as the other party may  reasonably
request.  Whether or not the Closing takes place,  Sellers waive,  and will upon
Buyer's  request  cause the Acquired  Companies  to waive,  any cause of action,
right, or claim arising out of the access of Buyer or its representatives to any
trade secrets or other confidential information of the Acquired Companies except
for the  intentional  competitive  misuse  by Buyer  of such  trade  secrets  or
confidential information.


11.4     NOTICES.

All notices,  consents,  waivers,  and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (a) delivered
by hand (with written  confirmation  of receipt),  (b) sent by telecopier  (with
written  confirmation of receipt),  provided that a copy is mailed by registered
mail, return receipt requested,  or (c) when received by the addressee,  if sent
by a nationally  recognized overnight delivery service (receipt  requested),  in
each case to the  appropriate  addresses and telecopier  numbers set forth below
(or to such other  addresses and telecopier  numbers as a party may designate by
written notice to the other parties):

Notice to JPM shall be sufficient if given to:

The JPM Company
155 North 15th Street
Lewisburg, PA 17837
Attn:    John H. Mathias, Chief Executive Officer
Wayne A. Bromfield, Vice President and General Counsel
Telecopy: (717) 524-5664


with copies to:

Duane, Morris & Heckscher, LLP
305 North Front Street, 5th Floor
P.O. Box 1003
Harrisburg, PA 17108-1003
Attn: Scott C. Penwell, Esquire
Telecopy: (717) 232-4015

otice  to  the  Acquired  Companies  and  the  Selling  Shareholders  shall  be
sufficient if given to:

AF DATALINK Equipamentos de Telecomunicaco Ltda.
Rua Gibraltar 314
04755-070
Sao Paulo - SP
Brazil
Attn.:   Abelardo Fraga
         Fritz Junginger
Telecopy: (011) 247-2501

with copies to:

ADVOCACIA International
Avenida Paulista, 807 - conjs. 1601/1612
01311-100
Sao Paulo - SP
Brazil
Attn.: Rubens Gasparian
Telecopy: (011) 288-0047




11.5     JURISDICTION; SERVICE OF PROCESS.

Any action or  proceeding  seeking to enforce any  provision of, or based on any
right arising out of, this  Agreement may be brought  against any of the parties
in the courts of the  Commonwealth of  Pennsylvania,  County of Union, or, if it
has or can acquire  jurisdiction,  in the United States  District  Court for the
Middle  District  of  Pennsylvania,  and  each of the  parties  consents  to the
jurisdiction  of such courts (and of the  appropriate  appellate  courts) in any
such  action or  proceeding  and waives  any  objection  to venue laid  therein.
However,  in the event the Buyer  decides to file a claim  against the  Acquired
Companies and/or against the Selling  Shareholders,  Buyer is entitled at is own
discretion to choose the  alternative  jurisdiction of the Courts of the city of
Sao Paulo,  Estate of Sao  Paulo,  Brazil.  Process in any action or  proceeding
referred to in the preceding sentence may be served on any party anywhere in the
world.

11.6     FURTHER ASSURANCES.

The  parties  agree (a) to furnish  upon  request  to each  other  such  further
information,  (b) to execute and deliver to each other such other documents, and
(c) to do such  other acts and  things,  all as the other  party may  reasonably
request  for the purpose of carrying  out the intent of this  Agreement  and the
documents referred to in this Agreement.


11.7     WAIVER.

The rights and remedies of the parties to this  Agreement are cumulative and not
alternative.  Neither the failure nor any delay by any party in  exercising  any
right,  power, or privilege under this Agreement or the documents referred to in
this Agreement will operate as a waiver of such right, power, or privilege,  and
no single or partial  exercise  of any such  right,  power,  or  privilege  will
preclude any other or further exercise of such right, power, or privilege or the
exercise  of any  other  right,  power,  or  privilege.  To the  maximum  extent
permitted by applicable law, (a) no claim or right arising out of this Agreement
or the documents  referred to in this  Agreement can be discharged by one party,
in whole or in part, by a waiver or renunciation of the claim or right unless in
writing  signed by the other  party;  (b) no waiver that may be given by a party
will be applicable  except in the specific  instance for which it is given;  and
(c) no notice  to or  demand  on one party  will be deemed to be a waiver of any
obligation  of such  party or of the right of the party  giving  such  notice or
demand to take  further  action  without  notice or demand as  provided  in this
Agreement or the documents referred to in this Agreement.


11.8     ENTIRE AGREEMENT AND MODIFICATION.

This Agreement  supersedes all prior and contemporaneous  agreements between the
parties  with  respect to its  subject  matter and  constitutes  (along with the
documents  referred to in this Agreement) a complete and exclusive  statement of
the terms of the  agreement  between  the  parties  with  respect to its subject
matter.  This Agreement may not be amended except by written agreement  executed
by the parties.


11.9     SCHEDULES.

(a) The  disclosures  in the  Schedules  hereto,  and  those  in any  supplement
thereto,  must relate only to the  representations and warranties in the Section
of  the  Agreement  to  which  they  expressly  relate  and  not  to  any  other
representation or warranty in this Agreement.

(b) In the event of any inconsistency between the statements in the body of this
Agreement  and those in the  Schedules  (other than an exception  expressly  set
forth  as  such  in any  Schedule  with  respect  to a  specifically  identified
representation  or warranty),  the statements in the body of this Agreement will
control.


11.10    ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS.

Neither  party may assign any of its rights  under this  Agreement  without  the
prior  consent  of the other  parties  except  that  Buyer may assign any of its
rights under this Agreement to any Subsidiary of Buyer. Subject to the preceding
sentence,  this  Agreement  will apply to, be binding in all respects  upon, and
inure to the benefit of the  successors  and  permitted  assigns of the parties.
Nothing expressed or referred to in this Agreement will be construed to give any
Person other than the parties to this  Agreement  any legal or equitable  right,
remedy,  or claim under or with respect to this  Agreement  or any  provision of
this Agreement.  This Agreement and all of its provisions and conditions are for
the sole and  exclusive  benefit  of the  parties  to this  Agreement  and their
successors and assigns.


11.11    SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by any court
of competent jurisdiction, the other provisions of this Agreement will remain in
full  force  and  effect.  Any  provision  of this  Agreement  held  invalid  or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.


11.12    SECTION HEADINGS; CONSTRUCTION.

The headings of Sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation.  All references to "Section"
or "Sections" refer to the corresponding  Section or Sections of this Agreement.
All words  used in this  Agreement  will be  construed  to be of such  gender or
number as the circumstances  require.  Unless otherwise expressly provided,  the
word "including" does not limit the preceding words or terms.


11.13    TIME OF ESSENCE.

With  regard to all  dates and time  periods  set forth or  referred  to in this
Agreement, time is of the essence.


11.14    GOVERNING LAW.

This  Agreement  will be governed by the internal  laws of the  Commonwealth  of
Pennsylvania,  United States of America without giving effect to any conflict or
choice of law  provision or rule. In the event the Buyer decides to file a claim
against the Acquired Companies and/or against the Selling Shareholders, Buyer is
entitled at is own  discretion to choose the  applicable  law of the  Federative
Republic of Brazil.

11.15    COUNTERPARTS.

This Agreement may be executed in one or more  counterparts,  each of which will
be deemed to be an original copy of this Agreement and all of which,  when taken
together, will be deemed to constitute one and the same agreement.


IN WITNESS  WHEREOF,  the parties have executed and  delivered,  or caused to be
executed and delivered, this Agreement as of the date first written above.

ATTEST:  THE JPM COMPANY

                   
                      /s/John H. Mathias 
Secretary         By: John H. Mathias
Its: Chief Executive Officer


ATTEST:  Acquired Companies




 
Authorized Officer         By:
Its:






 /s/Abelardo Fraga, Jr.
ABELARDO FRAGA, JR.







 /s/Fritz Junginger
FRITZ JUNGINGER