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                                                                  EXHIBIT - 10.1
                                                                  --------------

                                  BILL OF SALE
                                       AND
                            ASSET PURCHASE AGREEMENT



                                  by and among



                      DALLAS GOLD AND SILVER EXCHANGE, INC.
                              a Nevada corporation
                                    ("Buyer")



                         FAIRCHILD INTERNATIONAL, INC.,
               a Texas corporation, d/b/a Fairchild Estate Buyers
            (To be renamed Outreach Technologies and Research, Inc.)
                                   ("Seller")



                                       and



                                 MACK H. HOSKINS

                                 ("Shareholder")





                              Dated: March 2, 2000




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FAIRCHILD

<PAGE>


                    BILL OF SALE AND ASSET PURCHASE AGREEMENT

         THIS BILL OF SALE AND ASSET PURCHASE  AGREEMENT  (this  "Agreement") is
made and entered  into this day of March 2, 2000,  by and among  DALLAS GOLD AND
SILVER EXCHANGE, INC., a Nevada corporation ("Buyer"),  FAIRCHILD INTERNATIONAL,
INC.,  a Texas  corporation  doing  business as Fairchild  Estate  Buyers (to be
renamed  Outreach  Technologies  and  Research,  Inc.)  ("Seller"),  and MACK H.
HOSKINS ("Shareholder").

                                    RECITALS:

         A. Seller is engaged in the  business of the  purchase  and sale of new
and used fine watches (the "Business").

         B. Seller desires to sell to Buyer,  and Buyer desires to purchase from
Seller,  certain of Seller's assets used in the Business,  free and clear of any
and all liens, claims, charges, liabilities, encumbrances and security interests
of  whatsoever  kind and nature,  except only for the  Assumed  Liabilities  (as
hereinafter defined), upon the terms and conditions set forth in this Agreement.

         C.  Shareholder  is the sole  shareholder  of Seller,  and  Shareholder
desires to cause Seller to perform its  obligations  under this Agreement and to
make certain  representations  and  warranties to Buyer in  connection  with the
transactions contemplated by this Agreement.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual covenants set forth below, the parties hereby agree as follows:

         1. Purchase and Sale of Purchased Assets. Seller hereby sells, assigns,
transfers,  conveys  and  delivers to Buyer,  and Buyer  hereby  purchases  from
Seller,  free and  clear of any and all  liens,  claims,  charges,  liabilities,
encumbrances and security  interests of whatsoever kind and nature,  except only
the  Assumed  Liabilities,  all  of  the  following  assets  (collectively,  the
"Purchased Assets"):

                  (a) Equipment.  All  furniture,  office  furniture,  fixtures,
         equipment,  racking, office equipment,  computer equipment and hardware
         (together with all intellectual property used by Seller in the Business
         in the operation of such computer equipment and hardware including, but
         not  limited  to,  all  software  and rights of Seller  under  licenses
         related  to  Seller's  use of such  computer  equipment,  hardware  and
         software),  machinery,  parts (but  excluding all watch bands and other
         watch related parts) and tools, whether owned, leased or used by Seller
         in the Business (the "Equipment"),  including,  but not limited to, the
         Equipment described in Schedule 1(a) attached hereto;

                  (b) Contracts.  All of Seller's service and provider contracts
         and all other business contracts to which the Seller is a party or that


FAIRCHILD


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         are required or beneficial  for Buyer's  operation of the Business (the
         "Contract(s)"),  including, but not limited to, the Contracts set forth
         on Schedule 1(b) attached hereto;

                  (c) Intellectual  Property.  All intellectual  property rights
         owned by or  licensed  to Seller,  including,  but not  limited to, all
         know-how, trade secrets, business and marketing plans, copyrights,  all
         registered or unregistered  trademarks,  service marks and trade names,
         proprietary information, ideas, licenses, processes, formulas, computer
         programs,  covenants by others not to compete, Seller's rights to email
         addresses,  Internet  domain  names,  URLs,  web sites  and such  other
         computer  records,  computer  numbers and passwords used by Seller,  or
         Shareholder,  in connection  with the  Business,  all names and slogans
         used by Seller in the conduct of the Business, all applications for any
         of the  above  and any  right  to  recovery  for  infringement  thereof
         (including  past  infringement)  and any and  all  goodwill  associated
         therewith  or  connected  with  the  use  thereof  (the   "Intellectual
         Property")  including  without  limitation,  the Intellectual  Property
         listed on Schedule  1(c) attached  hereto.  The  Intellectual  Property
         shall include,  but not be limited to, all right, title and interest in
         and to the  names,  Fairchild  International,  Inc.,  Fairchild  Estate
         Buyers and any derivations of any such names.

                  (d) Licenses, Permits and Approvals. All of Seller's licenses,
         permits,  approvals and  authorizations  of  whatsoever  kind and type,
         governmental or private, issued, applied for, or pending (the "Licenses
         and Permits").  Schedule 1(d) attached  hereto contains a complete list
         of all  Licenses  and  Permits  used by and  required  of Seller in the
         conduct of the Business;

                  (e)  Telephone  and  Facsimile  Numbers.   All  telephone  and
         facsimile numbers used by Seller,  including, but not limited to, those
         telephone  and  facsimile  numbers  listed on  Schedule  1(e)  attached
         hereto;


                  (f)  Customer  and  Supplier  Lists.   Seller's  customer  and
         supplier lists, true, correct and complete copies of which are attached
         as Schedule 1(f) hereto,  and all customer and supplier records related
         to the Business;

                  (g)  Deposits  and Prepaid  Expenses.  All of Seller's  right,
         title,  interest  and equity in and to deposits  and prepaid  expenses,
         including  without  limitation  those deposits and prepaid expenses set
         forth on Schedule 1.2(g) (the "Deposits");

                  (h)  Capital and  Operating  Leases.  All of  Seller's  right,
         title,  interest and equity under the  equipment  leases  identified in
         Schedule  1(h)  attached  hereto  including,  but not  limited  to, all
         deposits and prepaid expenses related to all leases of Equipment;

                  (i)  Books  and  Records.  Except  as set  forth in  Section 2
         hereof,  all  books and  records  regarding  the  Business  of  Seller,
         including,  without limitation,  maintenance and asset history records,
         but  excluding  all  inventory,  employee  and tax  records;  provided,
         however,  that access  thereto  shall be provided to Buyer  pursuant to
         Section 9(b) hereof; and


FAIRCHILD                              2

<PAGE>


                  (j)  Claims  and  Rights.  All of  Seller's  claims and rights
         associated in any way with the Purchased Assets and the Contracts.

                  (k) Goodwill.  The goodwill of Seller's Business or associated
         with the Purchased Assets.

                  (l)  Other  Property.  All  other  or  additional  privileges,
         rights, interests,  properties and assets of every kind and description
         and wherever  located,  that are used or intended for use in connection
         with, or that are necessary to the continued conduct of the Business.

         2. Excluded  Assets.  The  following  assets shall be excluded from the
purchase and sale contemplated by this Agreement (the "Excluded Assets"):

                  (a) Accounts Receivable. All accounts receivable of Seller;

                  (b) Inventory. All inventory of Seller;

                  (c) Cash. All of Seller's cash on hand and in banks;

                  (d) Bank  Accounts.  All right,  title and  interest in and to
         Seller's bank accounts;

                  (e) Real  Estate.  All of  Seller's  ownership  and  leasehold
         interests in real estate, wherever situated;

                  (f) Rights Hereunder. All of Seller's rights hereunder;

                  (g) Corporate  Documents.  All of Seller's  corporate  charter
         documents, minute and stock record books and corporate seals; and

                  (h) Employee Records.  All of Seller's records with respect to
         inventory and employees, provided that access thereto shall be provided
         to Buyer pursuant to Section 9(b) hereof.

                  (i) Leasehold Deposit. Seller's leasehold deposit.

         3. Assumption of Certain Liabilities.

                  (a) Assumed  Liabilities.  Buyer hereby  assumes and agrees to
         undertake, pay, perform and/or discharge only the Liabilities of Seller
         arising from and after the Closing Date  pursuant to the  Contracts set
         forth on Schedule  1(b) attached  hereto,  but in each case only to the
         extent the  Contract  is not in default and only to the extent that the
         Liability  relates to the  performance  of the  applicable  Contract by
         Buyer or its assignee after the Closing and from a set of circumstances
         that began after the Closing ("Assumed  Liabilities").  For purposes of
         this Agreement the term "Liability" shall mean any commitments,  debts,
         liabilities,  obligations  (including contract and capitalization lease


FAIRCHILD                              3


<PAGE>

         obligations),  indebtedness,  accounts  payable and accrued expenses of
         any  nature  whatsoever  (whether  any of the  foregoing  are  known or
         unknown,  secured or  unsecured,  asserted or  unasserted,  absolute or
         contingent,  direct or indirect,  accrued or  unaccrued,  liquidated or
         unliquidated  and/or due or to become due),  including any liability or
         obligation for Taxes.

                  (b) No Third  Party  Beneficiaries  or  Expansion  of  Rights.
         Notwithstanding  anything contained herein to the contrary,  nothing in
         this  Agreement,  express  or  implied,  is  intended  to or  shall  be
         construed  to  confer  upon,  or  give  to,  any  person,  partnership,
         corporation  or other  entity  other than Seller and  Shareholder,  any
         remedy  or claim  under or by reason of this  Agreement  or any  terms,
         covenants  or  conditions  hereof,  and all the  terms,  covenants  and
         conditions,  promises and agreements  contained in this Agreement shall
         be for the sole and exclusive benefit of Seller and Shareholder.

         This  Agreement  shall,  in  all  events,  be  construed  so  that  the
         assumption  by Buyer of the  Assumed  Liabilities,  and the  delegation
         thereof by Seller, shall in no way expand or increase the rights and/or
         remedies of any third party against  either Buyer or Seller as compared
         to the rights  and/or  remedies  that such third  party  would have had
         against Seller had Buyer not assumed such liabilities. Without limiting
         the  generality of the preceding  sentence,  the assumption by Buyer of
         the Assumed  Liabilities  shall not create any third party  beneficiary
         rights.

                  (a)  Excluded   Liabilities.   Except  only  for  the  Assumed
         Liabilities, Buyer shall not be required to directly or indirectly pay,
         perform,  discharge,  or  in  any  manner  become  obligated  for,  any
         Liabilities  of  Seller  or  Shareholder   whatsoever   (the  "Excluded
         Liabilities").

                  (b) Payment of Accrued  Payroll,  Vacation and Sick Pay. Prior
         to or at the Closing (as hereinafter  defined),  Seller shall have paid
         to its  employees  all  accrued  payroll,  vacation  and  sick  pay and
         associated  taxes to which such  employees  are  entitled  through  the
         Closing Date.

         2. Purchase Price; Manner of Payment; Allocation.

                  (a) Purchase  Price and Manner of Payment.  The total purchase
         price for the Purchased Assets (the "Purchase  Price") shall be payable
         at Closing as follows:

                  (i) Buyer  shall  deliver to Seller a  cashier's  check in the
         amount of Three  Hundred Forty Four Thousand  Dollars  ($344,000)  (the
         "Cash Payment");

                  (ii) Buyer shall  deliver to Seller its  promissory  note (the
         "Note")  in the form of  Exhibit A  attached  hereto  in the  principal
         amount of Four Hundred Fifty Thousand Dollars ($450,000); and

                  (iii) Buyer shall issue to Seller 62,745 shares (the "Shares")
         of the common stock,  par value $.01 per share (the "Common  Stock") of
         Buyer.


FAIRCHILD                              4

<PAGE>


                  (b) Purchase  Price  Allocation.  The Purchase  Price shall be
         allocated  amongst  the  Purchased  Assets  as set  forth in  Exhibit B
         attached  hereto (the  "Allocation").  Buyer and Seller agree to report
         the transactions set forth herein for federal and state tax purposes in
         accordance  with the  Allocation,  including,  but not  limited to, for
         purposes of filing IRS Form 8594.

         3. Noncompetition,  Nonsolicitation and Confidentiality  Agreements. At
Closing,  Mack H.  Hoskins,  Tom Larson,  David Larson and Mark Brown shall each
enter into a Noncompetition,  Nonsolicitation and Confidentiality Agreement with
Buyer in  substantially  the form of  Exhibit  C  hereto  (the  "Noncompetition,
Nonsolicitation and Confidentiality Agreement"). In consideration in part of the
covenants of each of Tom Larson,  David Larson and Mark Brown contained in their
respective  Noncompetition,  Nonsolicitation and Confidentiality  Agreement,  at
Closing  Buyer  shall  pay to each of them  Two  Thousand  Dollars  ($2,000)  by
delivery of a check.

         4. Representations and Warranties of Seller and Shareholder. Seller and
the Shareholder jointly and severally represent and warrant to Buyer as follows:

                  (a)  Organization.  Seller is a  corporation  duly  organized,
         validly  existing and in good standing under laws of the State of Texas
         and is duly qualified to do business in each other jurisdiction wherein
         such qualification is required of Seller.

                  (b)  Capital  Stock.   Seller  has  authorized  capital  stock
         consisting of One Million (1,000,000) shares of common stock, par value
         $1.00 per share,  of which One Thousand  (1,000)  shares are  presently
         issued and outstanding and are all held  beneficially  and of record by
         Shareholder. There are no other authorized or outstanding securities of
         Seller,  of any  class,  kind or  character.  There are no  outstanding
         subscriptions,   options,  warrants  or  other  rights,  agreements  or
         commitments obligating Seller to issue any additional shares of capital
         stock of Seller, or any options or rights with respect thereto,  or any
         securities  convertible  into or exchangeable for any shares of capital
         stock of Seller.

                  (c) Enforceability and Authority. This Agreement and the other
         documents and  instruments  executed by Seller in  connection  herewith
         (the "Other  Documents"),  have been duly executed and delivered by the
         Seller and constitute legal,  valid and binding  obligations of Seller,
         enforceable  against Seller in accordance with their respective  terms.
         Seller has full  power and  authority  (both  legal and  corporate)  to
         execute and deliver  this  Agreement  and the Other  Documents,  and to
         perform its  obligations  hereunder  and  thereunder,  and all required
         approvals of the Board of Directors of Seller and the  shareholders  of
         Seller have been duly and properly obtained.

                  (d) Title.  Seller has and is  conveying  good and  marketable
         title to the  Purchased  Assets,  free and clear of any and all  liens,
         claims,  charges,  liabilities,  encumbrances and security interests of
         every kind and nature,  except only for the Assumed  Liabilities.  Upon
         Closing, Buyer will own the Purchased Assets free and clear of all


FAIRCHILD                              5

<PAGE>



         liens,  claims,   charges,   liabilities,   encumbrances  and  security
         interests of whatsoever kind and nature ("Liens").

                  (e) Taxes.  Seller has properly completed and filed in correct
         form and on a timely  basis all tax  returns,  and other  required  tax
         forms,  with  respect  to all  sales,  excise,  transaction  privilege,
         business license, employment,  withholding,  income, franchise and real
         and personal  property  taxes,  and all other local,  state and federal
         taxes  (collectively,  the  "Taxes")  that are required of Seller to be
         filed prior to the date  hereof,  and has timely paid all Taxes and all
         assessments  of every kind and nature owing by Seller as such Taxes and
         assessments have accrued and/or become due or payable.

                  (f) Conflicts;  Consents. Except as set forth on Schedule 6(f)
         attached  hereto,  neither the execution and delivery of this Agreement
         and/or the Other  Documents,  nor the  consummation of the transactions
         contemplated hereby or thereby will conflict with, violate or result in
         a breach of or default  under  (with or without the giving of notice or
         the passage of time, or both): (i) the Articles of Incorporation or the
         Bylaws of Seller; (ii) any license,  instrument,  contract or agreement
         (including  any Contract) to which Seller is a party or by which Seller
         or any of the  Purchased  Assets  are bound;  or (iii) any law,  order,
         rule,  regulation,  writ,  injunction  or decree that is  applicable to
         Seller or any  Shareholder,  or that may  affect  any of the  Purchased
         Assets.  Neither the execution and delivery of this  Agreement,  nor of
         any  of  the  Other  Documents,  nor  the  consummation  by  Seller  or
         Shareholder of the transactions  contemplated  hereby or thereby,  will
         require any consent or approval of, or any filing  with,  any entity or
         other person,  including any governmental entity or body, except as set
         forth on Schedule 6(f) attached hereto.


                  (g) Condition of Equipment.  Except as otherwise  specifically
         noted on  Schedule  1(a),  the  Equipment  set forth on  Schedule  1(a)
         attached hereto constitute all material tangible personal property used
         by Seller in the Business, and is sufficient to enable Buyer to conduct
         the  Business in the same manner  after the Closing as Seller  operated
         and conducted the Business immediately prior to the Closing.  Except as
         otherwise  specifically  noted on Schedule  1(a) attached  hereto,  all
         Equipment is in first-class condition and repair, and is in first-class
         operating  condition and is adequately  insured against damage and loss
         through the Closing Date.  All Equipment is located at the location set
         forth on Schedule 6(g) attached hereto.

                  (h) Names. The only names under which Seller has conducted the
         Business are  "Fairchild  International,  Inc." and  "Fairchild  Estate
         Buyers."

                  (i) Liabilities of Seller.  Seller has no Liabilities,  except
         (i) those  reflected in the balance sheet  contained in the most recent
         Financial Statements,  (ii) Liabilities incurred in the ordinary course
         of  business  since the date of the most  recent  Financial  Statements
         (none of which  results  from, or was caused by any breach of contract,
         breach of representation or warranty,  tort,  infringement or violation
         of law) and (iii) except as may be set forth on Schedule  6(i) attached
         hereto.


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<PAGE>


                  (j)  Litigation  and Related  Matters.  Except as disclosed on
         Schedule  6(j)(l) attached  hereto,  there is no litigation  pending or
         threatened  relating to or that could  adversely  affect the  Purchased
         Assets or Buyer's use of the Purchased Assets after the Closing, and no
         basis for any such  litigation.  The Seller has duly complied with, and
         the Business and its  operations,  assets,  equipment,  leaseholds  and
         other facilities are in compliance with, the provisions of all federal,
         state  and local  environmental,  health  and  safety  laws,  codes and
         ordinances and all rules and  regulations  promulgated  thereunder (the
         "Environmental  Laws").  Neither  Shareholder  nor Seller have received
         notice  of, nor do they know of,  any past,  present or future  events,
         conditions,  circumstances,  practices,  incidents  or actions that may
         interfere with or prevent compliance or continued  compliance,  or that
         might constitute a violation of, any Environmental Laws which relate to
         the use,  ownership or occupancy of real estate or the operation of the
         Business.  Except as set forth on  Schedule  6(j)(2)  attached  hereto,
         Seller does not have any  obligations,  contingent or otherwise,  under
         any employment or consulting  agreement with any  individual,  nor does
         Seller  have any  such  obligations  under  any  collective  bargaining
         agreement  or other  contract  with a labor  union  or  other  labor or
         employee group. Seller is in full compliance with all federal, state or
         other applicable laws,  domestic or foreign,  regarding  employment and
         employment practices,  terms and conditions of employment and wages and
         hours, and has not and is not engaged in any unfair labor practice.

                  (k)  Contracts.  Each of the  Contracts  is in full  force and
         effect  as of the  Closing,  and  there  are no  existing  defaults  or
         breaches under any of the Contracts,  and no event or condition  exists
         which,  with the  passage of time  and/or with or without the giving of
         notice,  could  constitute  a  default  or a  breach  under  any of the
         Contracts.  None of the  Contracts  will be terminated or breached as a
         result of the transactions contemplated herein.

                  (l) Financial  Statements.  The financial statements of Seller
         attached to Schedule 6(l) hereto are true,  correct and  complete,  and
         fairly  present the  financial  condition of Seller  during the periods
         covered,  and were  prepared  in  accordance  with  generally  accepted
         accounting  principles applied on a basis consistent with prior periods
         (the  "Financial  Statements").  Since  the  date  of the  most  recent
         Financial  Statements,  the Business has been  operated in the ordinary
         course  consistent  with past  practice  and there has not been (a) any
         material  adverse  change  in  the  Business,  operations,  properties,
         condition (financial or otherwise), prospects, assets or liabilities of
         the Business  (contingent  or otherwise,  whether due or to become due,
         known or unknown), (b) any pending or threatened litigation or disputes
         affecting the Business, (c) any transaction or contract,  except normal
         transactions  or  contracts  consistent  in nature and scope with prior
         practices  and  entered  into  in  the  ordinary   course  of  business
         consistent with past practices, (d) any sale, transfer, distribution or
         other  disposition of any Purchased Assets by Seller,  (e) any material
         damage,  destruction or loss by Seller of the Purchased Assets, (f) any
         grant or credit to any  customer or  supplier  on terms more  favorable
         than the terms on which  credit has been  extended to such  customer or
         supplier  in the past nor  changed  the terms of any credit  previously
         extended,  or (g) any other  change in the  nature of, or the manner of
         conducting the Business..

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<PAGE>


                  (m) Product and Service Warranties.  There is no claim against
         or liability of Seller on account of product or service  warranties  or
         with  respect  to the sale or  lease  of  products  or  performance  of
         services,  and  there is no  basis  for any such  claim on  account  of
         products heretofore sold or leased or services performed.

                  (n) Solvency.  Seller is not now insolvent, nor will Seller be
         rendered insolvent by the consummation of the transactions contemplated
         by this Agreement. In addition,  immediately after giving effect to the
         transactions contemplated by this Agreement, (1) Seller will be able to
         pay its debts as they become due, (2) Seller will not have unreasonably
         small  capital  and will not have  insufficient  capital  with which to
         conduct their present or proposed  business and (3) taking into account
         pending and threatened  litigation,  final judgments  against Seller in
         actions for money damages are not reasonably anticipated to be rendered
         at a time when,  or in  amounts  such  that,  Seller  will be unable to
         satisfy  any such  judgments  promptly in  accordance  with their terms
         (taking into account the maximum  probable  amount of such judgments in
         any  such  actions  and the  earliest  reasonable  time at  which  such
         judgments  might be  rendered).  The cash  available  to Seller,  after
         taking into account all other  anticipated  uses of the cash of Seller,
         will be  sufficient  to pay all such  judgments  promptly in accordance
         with their terms. As used in this Section,  (x) "insolvent"  means, for
         any person or entity,  that the sum of the present fair saleable  value
         of its assets  does not and/or  will not  exceed  its  obligations  for
         borrowed money and other probable liabilities, and (y) the term "debts"
         includes any legal liability, whether matured or unmatured,  liquidated
         or unliquidated,  absolute, fixed or contingent, disputed or undisputed
         or secured or unsecured.

                  (o) Claims and Prepayments. Seller does not currently have any
         outstanding  and/or  unresolved claims or issues asserted by customers.
         Seller does not have any  prepayments or deposits from customers  other
         than those listed in Schedule 6(o) attached hereto.

                  (p) Compliance  with Law. Seller has not violated or failed to
         comply with any federal, state or local law,  constitution,  ordinance,
         code,  rule or  regulation  of any federal,  state,  municipal or other
         governmental department,  commission, board, agency or authority or any
         judgment,  order, unit, injunction or decree of any court applicable to
         the Business.

                  (q) Accuracy of Documents, Representations and Warranties. The
         copies of all documents furnished to Buyer or its representatives by or
         on   behalf   of   Shareholder   or   Seller,   or   their   respective
         representatives,  are true, correct and complete.  No representation or
         warranty of Seller or Shareholder contained in this Agreement or any of
         the other documents delivered by or on behalf of Seller or Shareholder,
         or their respective representatives,  pursuant to or in connection with
         this Agreement,  or any other document or instrument executed by Seller
         or  Shareholder  in  connection  herewith or  therewith,  or any of the
         transactions  contemplated  hereby  or  thereby,  contains  any  untrue
         statement  of a  material  fact,  or omits to state any  material  fact
         required to be stated herein or therein in order to make the statements
         contained herein or therein not misleading.

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<PAGE>


                  (r) Private Offering. The Shares and the Note are being issued
         without  registration  under federal or state securities laws by reason
         of an exemption from the  registration  requirements  of the Securities
         Act of 1933,  as amended  (the  "Securities  Act") set forth in Section
         4(2) and appropriate  exemptions  under any applicable state securities
         law. The availability of such  exemptions,  and the ability of Buyer to
         issue the Shares and the Note to Seller is conditioned upon and subject
         to the following representations and warranties of Seller:

                           (i)  Seller is an  "accredited  investor"  within the
                  meaning of Rule 501 of Regulation D of the  Securities  act of
                  1933, as amended (the "Securities Act");

                           (ii)  Seller  has  adequate  net  worth and means for
                  providing for its current  financial  needs and  contingencies
                  and has no need for liquidity in the Shares or the Note;

                           (iii)  Seller  has  substantial  experience,   or  is
                  managed or directed by a person having substantial experience,
                  in making investment decisions of this type;

                           (iv) Seller is acquiring  the Shares and the Note for
                  investment  and not with a view to the resale or  distribution
                  thereof;

                           (v)  Seller  is aware  that the  transfer  rights  of
                  Seller are  restricted by the  Securities  Act and  applicable
                  state securities laws and that the certificates evidencing the
                  Shares will bear a restrictive legend prohibiting the transfer
                  thereof except in compliance with applicable state and federal
                  securities  laws,  and  may  not  be  transferred   except  in
                  compliance therewith;

                           (vi) Seller has reviewed the Reports (as  hereinafter
                  defined),  and  understands all risk involved in acquiring the
                  Shares and the Note;

                           (vii)   Seller  has  been   afforded   by  Buyer  the
                  opportunity  to ask questions and receive  answers  concerning
                  the  issuance  of the  Shares  and the Note and to obtain  any
                  additional   information   to  verify  the   accuracy  of  the
                  information contained in the Reports and any exhibits thereto;

                           (viii)  Seller  is  a  Texas   corporation  with  its
                  principal place of business located in the State of Texas; and

                           (ix) Seller will not offer, sell, pledge or otherwise
                  dispose of any or all of the Shares unless (i) Seller delivers
                  to Buyer an opinion  in form and  substance  and from  counsel
                  reasonably   satisfactory   to  Buyer  to  the   effect   that
                  registration  under the Securities  Act and  applicable  state
                  securities  laws is not required,  or (ii) the Shares are sold
                  pursuant to an effective registration statement.

         5.   Representations   and  Warranties  of   Shareholder.   Shareholder
represents and warrants to Buyer as follows:

FAIRCHILD                              9


<PAGE>


                  (a) Ownership.  Shareholder is the sole shareholder of Seller,
         and has good and marketable title to and rightful  possession of all of
         the shares of the  capital  stock of Seller,  free and clear of any and
         all liens, claims, charges,  encumbrances and security interests of any
         nature or type whatsoever.

                  (b) Enforceability and Capacity.  This Agreement and all other
         documents  and  instruments  executed and delivered by  Shareholder  in
         connection with this Agreement including Shareholder's  Noncompetition,
         Nonsolicitation and Confidentiality  Agreement  constitute legal, valid
         and binding obligations of Shareholder, enforceable against Shareholder
         in accordance  with their  respective  terms.  Shareholder has the full
         power and legal  capacity to execute and deliver this Agreement and all
         such other  agreements,  documents and  instruments  to be executed and
         delivered  by  Shareholder  pursuant  hereto  including   Shareholder's
         Noncompetition,  Nonsolicitation and Confidentiality  Agreement, and to
         perform all obligations hereunder and thereunder.

         6.  Representations  and  Warranties  of Buyer.  Buyer  represents  and
warrants to Seller as follows:

                  (a)  Organization.  Buyer  is a  corporation  duly  organized,
         validly  existing and in good  standing  under the laws of the State of
         Texas.

                  (b) Enforceability and Authority. This Agreement and the other
         documents and instruments executed by Buyer in connection herewith have
         been duly executed and delivered by Buyer and constitute  legal,  valid
         and  binding  obligations  of  Buyer,   enforceable  against  Buyer  in
         accordance  with  their  respective  terms.  Buyer  has full  power and
         authority  (both  legal and  corporate)  to execute  and  deliver  this
         Agreement  and  the  other  documents  and  instruments   executed  and
         delivered by Buyer in connection with this Agreement.

                  (c)  Consents.  Neither  the  execution  and  delivery of this
         Agreement,  nor any of the other documents and instruments  executed by
         Buyer in connection with this Agreement,  nor the consummation by Buyer
         of the transactions  contemplated  hereby or thereby,  will require any
         consent or approval of, or any filing with, any entity or other person,
         including  any  governmental  entity  or body,  except  as set forth on
         Schedule 8(c) attached hereto.

                  (d) Financial  Statements.  Buyer has made available to Seller
         (i)  Buyer's  annual  report on Form  10-KSB for the fiscal  year ended
         December 31, 1998 and Buyer's  Quarterly Reports on Form 10-QSB for the
         fiscal  quarters ended March 31, 1999, June 30, 1999, and September 30,
         1999,  respectively  (ii) Buyer's  Proxy  Statement for its 1999 Annual
         Meeting of  Stockholders,  and (iii) each of Buyer's Current Reports on
         Form 8-K relating to an event or transaction  occurring since September
         30, 1999, each in the form filed with the U.S.  Securities and Exchange
         Commission  (collectively,  the  "Reports").  Each of the  consolidated
         balance  sheets  included  in or  incorporated  by  reference  into the
         Reports (including the related notes and schedules) fairly presents, in


FAIRCHILD                              10


                                       3
<PAGE>

         all  material  respects,  the  financial  position  of  Buyer  and  its
         subsidiaries as of its date, and each of the consolidated statements of
         income and of cash flows included in or  incorporated by reference into
         the  Reports   (including  any  related  notes  and  schedules)  fairly
         presents, in all material respects, the results of operations, retained
         earnings  and  cash  flows,  as the  case  may  be,  of  Buyer  and its
         subsidiaries for the period set forth therein (subject,  in the case of
         unaudited statements to normal year-end audit adjustments) in each case
         in  accordance  with  generally  accepted  accounting  principles as in
         effect from time to time applied on a consistent basis. Each Report did
         not contain any untrue  statement  of a material  fact or omit to state
         any material fact  required to be stated  therein or necessary in order
         to make the statements  therein,  in light of the  circumstances  under
         which they were made, not misleading at the time of filing.

                  (e)  Shares.  The Shares to be issued to Seller in  connection
         with the consummation of the transaction contemplated by this Agreement
         will be validly issued and outstanding,  fully paid and  nonassessable.
         The Shares will be "restricted  securities" (as such term is defined in
         Rule  144  promulgated  under  the  Securities  Act)  and  will  not be
         registered with the U.S.  Securities and Exchange  Commission under the
         Securities Act.

         7. Covenants.

                  (a)  Change  of  Name.  On  the  Closing   Date,   Seller  and
         Shareholder  shall  execute  such  documents  and  resolutions  as  are
         necessary  to  change  Seller's  name  to  another  name  which  is not
         deceptively  similar  to any name used by Seller  prior to the  Closing
         Date and, within twenty (20) days  thereafter,  Seller shall deliver to
         Buyer a copy of the  Amendment  to Seller's  Articles of  Incorporation
         reflecting  such change of name and certified by the Secretary of State
         of  Texas.  Further,  Seller  shall,  within  five days  following  the
         Closing, execute and file with the Secretary of State of Texas and such
         other  appropriate  authorities,   such  documents  and/or  instruments
         necessary to abandon Seller's use of the assumed name "Fairchild Estate
         Buyers." Seller,  Shareholder and Thomas W. Larson agree not to operate
         any  future or present  business  activity  under the names  (including
         assumed names) "Fairchild  International," "Fairchild Estate Buyers" or
         any derivatives thereof.

                  (b)  Inspection  of Records.  Seller  shall make its books and
         records applicable to its day to day operations  (including work papers
         in the possession of Seller's accountants)  available for inspection by
         Buyer,  or  by  Buyer's  authorized  representatives,   for  reasonable
         business purposes at all reasonable times during normal business hours,
         for a  period  of two (2)  years  after  the  Closing.  As used in this
         Section 9(b),  the right of inspection  shall include the right to make
         extracts or copies at Buyer's expense.

                  (c) Payment of Taxes. Following the Closing, Seller shall file
         in a timely  manner  all  requisite  federal,  state,  local  and other
         governmental income,  payroll,  excise, sales, personal property,  real
         estate,  and  franchise or other tax reports or returns  required to be
         filed  and  shall  pay in a  timely  manner  all  taxes,  interest  and
         penalties due in  accordance  with such  returns.  In addition,  Seller
         shall pay in a timely manner all such taxes which would not require the
         filing of  returns  and which are  required  to be paid by it or by any

FAIRCHILD                              11



<PAGE>

         person  from who it may have an  obligation  to collect  the same.  Any
         sales,  transfer or similar  taxes  payable with respect to the sale of
         the Purchased  Assets to Buyer pursuant to this Agreement shall be paid
         by Seller.

         8. Survival; Indemnification; Offset; Third-Party Claims.

                  (a) Survival. The representations,  warranties,  covenants and
         indemnifications  set forth  herein  shall  survive the  execution  and
         delivery of this  Agreement and all of the agreements  contemplated  by
         this  Agreement.   The  representations,   warranties,   covenants  and
         indemnifications   contained  herein  shall  not  be  affected  by  any
         investigation,  verification,  approval or subsequent notice made by or
         on behalf of any party hereto.  No specific  representation or warranty
         shall  limit  the  generality  or   applicability  of  a  more  general
         representation or warranty.

                  (b) Indemnification by Seller and Shareholder.  Seller and the
         Shareholder,  jointly  and  severally,  covenant  and agree to  defend,
         indemnify and hold Buyer and Buyer's officers, directors, stockholders,
         successors  and  assignees  harmless,  from  and  against  any  and all
         damages,  losses,  Liabilities,  fines,  penalties,  costs and expenses
         (including,  but not limited to, reasonable  counsel fees and costs and
         expenses  incurred in the  investigation,  defense or settlement of any
         claim covered by this indemnity,  but excluding any Assumed  Liability)
         with  respect  to  or  arising  out  of  any  demand,  claim,  inquiry,
         investigation,  proceeding,  action or cause of  action,  environmental
         assessment  and/or  remediation  expense  that  Buyer or its  officers,
         directors, stockholders, successors or assignees may suffer or incur by
         reason of:

                           (i)  any  breach  of,  or  any   inaccuracy  in,  any
                  representation or warranty of Seller or Shareholder  contained
                  herein or in any document or instrument executed and delivered
                  pursuant hereto or thereto, including any Other Document;

                           (ii)  the   non-performance   of  any   covenant   or
                  obligation to be performed by Seller or Shareholder  contained
                  herein or in any document or instrument executed and delivered
                  pursuant hereto or thereto, including any Other Document;

                           (iii)  any   Liability   of  Seller  of  any  nature,
                  presently  existing  or  arising  out of any  state  of  facts
                  existing on or prior to the Closing Date, or arising after the
                  Closing  Date in  connection  herewith  or arising  out of the
                  conduct of the  Business or any use or ownership of any of the
                  Purchased Assets on or prior to the Closing Date;

                           (iv) any Liability of any nature,  presently existing
                  or  arising  out  of any  pending  or  threatened  litigation,
                  claims,  investigations,   inquiries,   regulatory  audits  or
                  assessments,  or similar proceedings against Seller and/or its
                  directors,  officers,   shareholders,   employees,  agents  or
                  representatives,  as well as any  future  litigation,  claims,
                  investigations,  inquiries,  regulatory audits or assessments,
                  or  other  similar   proceedings  against  Seller  and/or  its
                  directors,  officers,   shareholders,   employees,  agents  or
                  representatives;

FAIRCHILD                              12

<PAGE>


                           (v)  any  Liability   arising  from  any   employment
                  relationship  or for  any  salary  or  other  compensation  or
                  benefits  attributable to service or employment with Seller or
                  any of its affiliates  (including  any employee  benefit plan,
                  all Liabilities  under the Occupational  Safety and Health Act
                  ("OSHA"), any Liabilities under the Employee Retirement Income
                  Security  Act, as amended,  or the  Internal  Revenue  Code of
                  1986, as amended, and any Liabilities to any governmental body
                  or  authority  or  related  to  any  failure  to  comply  with
                  applicable  law,  regulations,  etc. in each case arising from
                  facts or  circumstances  existing  on or prior to the  Closing
                  Date;

                           (vi)  any  Excluded  Liability,   including,  without
                  limitation, any Tax liabilities;

                           (vii)  any  actual  or  threatened  violation  of, or
                  non-compliance with, or remedial obligation arising under, any
                  Environmental   Laws  arising   from  any  event,   condition,
                  circumstance,  activity,  practice,  incident,  action or plan
                  existing or occurring prior to the Closing relating in any way
                  to the assets or the business of Seller;

                           (viii)  Seller's  failure to comply  with the laws of
                  any jurisdiction  with respect to the bulk sales laws that may
                  be applicable to the sale of the Purchased  Assets to Buyer as
                  contemplated hereby.

                  (c) Offset.  Buyer  shall be  entitled  to offset  against any
         sums,  now or at  anytime  hereafter  due and  owing to  Seller  or the
         Shareholder,    and   their   permitted   successors,    heirs,   legal
         representatives,  executors and assigns, including, without limitation,
         any amounts due under the Note,  by any  amount(s)  owing to Buyer from
         Seller or the  Shareholder  whether  arising out of an  obligation  for
         indemnification pursuant to this Section 10 or otherwise.

                  (d) Third-Party Claims. Promptly upon receipt of notice of any
         claim,  demand or assessment or the commencement of any suit, action or
         proceeding  with respect to which  indemnity may be sought  pursuant to
         this  Section 10, Buyer shall  notify in writing,  if possible,  within
         sufficient time to respond to such claim or answer or otherwise plea in
         such  action,  the  party(ies)  from  whom  indemnification  is  sought
         (individually or collectively,  as applicable,  the  "Indemnitor").  In
         case any claim, demand or assessment shall be asserted, or suit, action
         or proceeding  is commenced  against  Buyer,  the  Indemnitor  shall be
         entitled,  at the Indemnitor's expense, to participate therein, and, to
         the extent that it or they may wish, to assume the defense,  conduct or
         settlement  thereof,  at  its  or  their  own  expense,   with  counsel
         satisfactory to Buyer,  whose consent to the selection of counsel shall
         not be unreasonably  withheld or delayed,  provided that the Indemnitor
         confirms  to  Buyer  that it is a claim  to  which  Buyer's  rights  of
         indemnification  apply  within ten (10) days of  receiving  notice from

FAIRCHILD                              13

<PAGE>

         Buyer.  The  Indemnitor  shall  have the right to settle or  compromise
         monetary claims;  however,  as to any other claim, the Indemnitor shall
         first obtain the prior written consent from Buyer,  which consent shall
         be  exercised  in  Buyer's  sole  discretion.  After  notice  from  the
         Indemnitor  to  Buyer  of the  Indemnitor's  intent  to so  assume  the
         defense,  conduct,   settlement  or  compromise  of  such  action,  the
         Indemnitor shall not be liable to Buyer for any legal or other expenses
         (including, without limitation, settlement costs) subsequently incurred
         by Buyer in connection with the defense,  conduct or settlement of such
         action  by  Buyer  while  the   Indemnitor  is  diligently   defending,
         conducting,  settling or compromising such action. The Indemnitor shall
         keep Buyer apprised of the status of the suit, action or proceeding and
         shall  make  the  Indemnitor's  counsel  available  to  Buyer,  at  the
         Indemnitor's  expense, upon the request of Buyer. Buyer shall cooperate
         with the  Indemnitor in  connection  with any such claim and shall make
         personnel,  books and  records  and other  information  relevant to the
         claim  available to the  Indemnitor to the extent that such  personnel,
         books and records and other  information  are in the possession  and/or
         control of Buyer. If the Indemnitor  decides not to participate or does
         not respond within ten (10) days of receiving  notice from Buyer,  then
         Buyer  shall be  entitled,  at the  Indemnitor's  expense,  to  defend,
         conduct,  settle or  compromise  such matter with  counsel  selected by
         Buyer.

         9. Shareholder's Guarantee of Obligations.

                  (a)   Shareholder   hereby   absolutely  and   unconditionally
         guarantees  the full,  prompt and complete  payment and  performance by
         Seller, when and as due, of each and every obligation of Seller arising
         out of  and/or  pursuant  to this  Agreement  and/or  any of the  Other
         Documents.

                  (b) Shareholder  hereby  expressly waives any right to require
         Buyer to:

                           (i) proceed against Seller; or

                           (ii) pursue any other remedy in Buyer's power.

         Shareholder  also expressly waives any defense arising by reason of any
         disability  or other defense of Seller or by reason of the cessation of
         or from any cause whatsoever (other than full performance by Seller) of
         the  liability  of  Seller  for  all or  any  part  of the  obligations
         hereunder.  Shareholder  waives due diligence,  presentment,  notice of
         default,  demand for performance or payment, notice of non-performance,
         protest,  notice of dishonor and notice of acceptance of the provisions
         of this  Section  11, and all rights and  privileges  that  Shareholder
         might  otherwise  have to  require  Buyer to pursue  any  other  remedy
         available to it in any particular manner or order.

                  (a) Shareholder  agrees that the provisions of this Section 11
         shall apply to and be binding upon Shareholder and Shareholder's heirs,
         legal  representatives  and permitted  assigns.  The provisions of this
         Section 11 shall inure to the benefit of Buyer and its  successors  and
         assigns.

                  (b) No delay or  failure  of Buyer,  in  exercising  any right
         hereunder  shall  affect  that  right nor shall any  single or  partial
         exercise of any right hereunder preclude further exercise thereof.




FAIRCHILD                              14

<PAGE>

         2. Bill of Sale; Assumption of Liabilities.  This Agreement is intended
to also  operate as a bill of sale and shall be evidence of the  transfer of the
Purchased  Assets as  provided  for  herein and the  assumption  by Buyer of the
Assumed  Liabilities,  and  such  transfer  and  assumption  is  made  based  in
substantial part on the representations and warranties and obligations  provided
for herein.

         3. Time and Place of Closing.  The  transactions  contemplated  by this
Agreement  shall be  consummated at a closing (the  "Closing")  held on the date
hereof (the "Closing Date") at the Dallas,  Texas offices of Arter & Hadden LLP,
or at such other  place as the  parties  may  mutually  designate,  and shall be
effective at 12:01 a.m., Dallas, Texas Time, on March 3, 2000.

         4. Expenses; Brokers.

                  (a)  Each of the  parties  hereto  shall  pay  its own  legal,
         accounting and other expenses  incurred in connection  herewith and the
         transactions contemplated hereby.

                  (b) Each of the parties hereto represents and warrants that no
         finder,  broker or other person is entitled to any  commission,  fee or
         other   compensation  in  connection  with  any  of  the   transactions
         contemplated by this Agreement.

         5.  Severable  Provisions;   Enforceability.  Each  provision  of  this
Agreement is intended to be severable. If any provision hereof shall be declared
by a court of competent jurisdiction to be illegal, unenforceable or invalid for
any reason whatsoever, such illegality,  unenforceability or invalidity will not
affect the validity of the remainder of this Agreement or applicable  provision.
In the event of a breach or threatened  breach by Seller or  Shareholder  of any
representation,  warranty or covenant herein, Buyer shall be entitled to obtain,
without  the  necessity  of posting  any bond  therefor,  an order for  specific
performance   requiring  Seller  and/or  Shareholder  to  fully,   promptly  and
completely  perform any of its,  their  and/or his  obligations  hereunder.  The
remedies  provided in this Section 15 shall be in addition to and not in lieu of
any  other  remedies  of  Buyer at law or in  equity,  which  remedies  shall be
cumulative.

         6. Governing Law. THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE  WITH,  THE LAW OF THE STATE OF TEXAS,  REGARDLESS OF ANY
CONFLICT OF LAW RULES TO THE CONTRARY.

         7. Entire  Agreement.  This  Agreement  and the exhibits and  schedules
attached hereto  constitute the entire  Agreement among the parties with respect
to the  purchase  and  sale  of the  Purchased  Assets  and  the  other  matters
referenced  herein.  This  Agreement,  therefore,  supersedes  any and all prior
agreements, arrangements,  communications, and representations,  whether oral or
written,  among the  parties,  or any of them,  relating to the subject  matters
hereof.

         8.  Construction.  The parties hereto  acknowledge  that each party was
represented by legal counsel, or had the opportunity to obtain legal counsel, in
connection with this Agreement and that each party and each party's counsel,  as
applicable, have reviewed and revised this Agreement, or have had an opportunity
to do so, and that any rule of construction  to the effect that  ambiguities are


FAIRCHILD                              15

<PAGE>

to be  resolved  against  the  drafting  party  shall  not  be  employed  in the
interpretation of this Agreement.

         9.  Further  Assurances.  Each party  hereto  agrees to do all acts and
things and to make, execute,  and deliver such written instruments as shall from
time to time be reasonably required to further evidence the sale and transfer of
the  Purchased  Assets,  and to  carry  out the  terms  and  provisions  of this
Agreement.

         10.  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the  benefit  of the  parties  hereto  and their  respective  permitted
assigns, legal representatives,  executors, heirs and successors. This Agreement
may not be assigned by the Seller or the  Shareholder  without the prior written
consent of the Buyer.

         11. Amendment,  Modification or Waiver.  No amendment,  modification or
waiver of any condition,  provision or term of this Agreement  shall be valid or
of any effect unless made in writing, signed by the party or parties to be bound
and  specifying  with  particularity  the nature  and extent of such  amendment,
modification or waiver.

         12. Notices. Any notice or other communication required or permitted to
be given to any party pursuant to this  Agreement  shall be in writing and shall
be deemed to have been delivered:  (a) if mailed, three (3) days after deposited
in the United States mail,  postage prepaid;  (b) if telecopied,  upon delivery;
(c) if  hand-delivered,  upon delivery against receipt or upon refusal to accept
the notice; or (d) if delivered by Federal Express or other similar courier, one
(1) day after  deposited  with such  courier,  postage  prepaid,  in each  case,
addressed to such party at the address set forth below:

                  (a) If to the Seller or Shareholder:

                  Fairchild International, Inc.
                  (To be renamed Outreach Technologies and Research, Inc.)
                  9330 LBJ Freeway #850
                  Dallas, Texas  75243
                  Attention:  Mack H. Hoskins
                  Facsimile:214.238.7706

                  With a copy to:

                  Sullivan, Ave & Holston
                  3100 Monticelo
                  Suite 725
                  Dallas, Texas  75205
                  Facsimile:  214.528.9581

                  (a) If to Buyer:

                  Dallas Gold and Silver Exchange, Inc.
                  519 IH 30, Suite 243
                  Rockwall, Texas  75087
                  Attention:  Dr. L.S. Smith
                  Facsimile:  972.772.3093


FAIRCHILD                              16

<PAGE>

                  With a copy to:

                  Arter & Hadden LLP
                  1717 Main Street, Suite 4100
                  Dallas, Texas 75201
                  Attention:  Robin Bradford, Esq.
                  Facsimile:  214.741.7139

or to such other place as the  respective  addressee  may have  designated  in a
written  notice to the other party as provided in this  Section.  Notices may be
given by each party's respective legal counsel.

         1.  Counterparts.  This  Agreement  may be  executed  in  two  or  more
counterparts, each of which shall be deemed an original.

         2. Execution by Facsimile;  Delivery of Original Signed Agreement. This
Agreement may be executed by facsimile, and shall be deemed effectively executed
upon the  receipt  by Buyer,  Seller  and  Shareholder  of the last page of this
Agreement  duly  executed  by the  other  parties  hereto.  Each  party  to this
Agreement  agrees to deliver two (2)  original,  inked and signed copies of this
Agreement within four (4) days of faxing the executed last page hereof.

                            [Signature Page Follows]











FAIRCHILD                              17

<PAGE>


<PAGE>


         IN WITNESS WHEREOF,  Buyer,  Seller,  and Shareholder have executed and
delivered this Agreement as of the day and year first above written.

                                    BUYER:

                                    DALLAS GOLD AND SILVER EXCHANGE, INC.,
                                    a Nevada corporation


                                    By:    -----------------------------------

                                    Name:
                                           -----------------------------------
                                    Its:
                                           -----------------------------------

                                    SELLER:

                                    FAIRCHILD INTERNATIONAL, INC., a Texas
                                    corporation, d/b/a Fairchild Estate Buyers

                                    (To be renamed                            )
                                                   ---------------------------


                                    By:
                                           -----------------------------------
                                    Name:
                                           -----------------------------------
                                    Its:
                                           -----------------------------------


                                    SHAREHOLDER:



                                    -----------------------------------------
                                    Mack H. Hoskins

                                    Guaranty

         The undersigned hereby guarantees,  unconditionally and absolutely, the
payment and  performance  by the Seller,  when and as due, of all  indebtedness,
liabilities and obligations of Seller to Buyer arising out of and/or pursuant to
this  Agreement  and/or  any of the Other  Documents.  The  undersigned  further
executes  this  Agreement to evidence its agreement to the covenant set forth in
Section 9(a) herein.


                                    -----------------------------------
                                    Thomas W. Larson

                                    Address:
                                              -------------------------


                                              -------------------------



FAIRCHILD                              18

<PAGE>



                                LIST OF EXHIBITS

Exhibit A      -   Promissory Note

Exhibit B      -   Purchase Price Allocation

Exhibit C      -   Noncompetition, Nonsolicitation and Confidentiality Agreement
















FAIRCHILD

<PAGE>


                                LIST OF SCHEDULES

Schedule 1(a)       -    Equipment
Schedule 1(b)       -    Contracts

Schedule 1(c)       -    Intellectual Property
Schedule 1(d)       -    Licenses and Permits
Schedule 1(e)       -    Telephone and Facsimile Numbers
Schedule 1(f)       -    Customer and Supplier Lists
Schedule 1(g)       -    Deposits
Schedule 1(h)       -    Capital Leases

















FAIRCHILD                              2

<PAGE>


                                                                       EXHIBIT A
                                                                       ---------

                                 PROMISSORY NOTE

$450,000.00                                                       March __, 2000

         FOR VALUE RECEIVED,  on or before March __, 2005 ("Maturity Date"), the
undersigned  (hereinafter  referred  to as  "Borrower"),  promises to pay to the
order of  FAIRCHILD  INTERNATIONAL,  INC.  ("Payee")  at its  offices  in Dallas
County, Texas at 9330 LBJ Freeway,  #850, Dallas, Texas, the principal amount of
FOUR HUNDRED FIFTY THOUSAND AND NO/100 ($450,000.00) ("Total Principal Amount"),
together with interest on the unpaid portion of the Total Principal  Amount from
the date hereof until paid and at a fixed rate per annum equal to eight  percent
(8%) per annum,  calculated on the basis of the actual days elapsed in a year of
365 or 366 days as applicable as follows:

                  (i) nineteen (19) consecutive equal quarterly  installments of
         principal  and  interest in the amount of TWENTY SEVEN  THOSUAND  THREE
         HUNDRED  SEVENTY THREE AND 14/100 DOLLARS  ($27,373.14)  each, on March
         31, June 30, September 30, December 31 of each year commencing June 30,
         2000; and

                  (ii)  a  final  payment  in  the  amount  of  the  outstanding
         principal  balance of this Note,  together  with all accrued but unpaid
         interest, shall be due and payable at the Maturity Date.

         Upon the occurrence of any Event of Default (as  hereinafter  defined),
the unpaid  principal  balance of this Promissory Note ("Note") shall thereafter
bear  interest  at a fixed rate per annum equal to the lesser of (a) the Maximum
Rate (as hereinafter defined) or (b) ten percent (10%) per annum,  calculated on
the basis of actual days elapsed in a year of 365 or 366 days as applicable. The
term  "Maximum  Rate," as used  herein,  shall  mean at the  particular  time in
question the maximum rate of interest which,  under  applicable law, may then be
charged on this Note.

         Borrower  may  from  time  to time  prepay  all or any  portion  of the
principal of this Note without premium or penalty.  All payments and prepayments
shall be applied first to unpaid,  accrued  interest,  then to principal and any
remaining amount to any unpaid  collection  costs;  provided,  however,  upon an
Event of Default,  Payee reserves the right to apply  payments among  principal,
interest and collection charges at its discretion.  All payments and prepayments
on this Note shall be made in lawful  money of the  United  States of America in
immediately  available  funds, at the address of Payee indicated  above, or such
other place as the holder of this Note shall  designate  in writing to Borrower.
If any  payment on this Note  shall  become due on a day which is not a business
day, such payment shall be made on the next succeeding business day.

         This Note has been  executed  and  delivered  pursuant to that  certain
Asset Purchase  Agreement of even date herewith by and among  Borrower,  Mack H.
Hoskins  and  Payee  ("Purchase  Agreement")  and is  subject  to the  terms and
provisions of the Purchase Agreement  including,  without  limitation,  Sections
6(r) and 10(c).

         Borrower  agrees  that  upon the  occurrence  of any one or more of the
following events of default ("Event of Default"):

                  (a)  failure of Borrower  to pay when due any  installment  of
         principal of or interest on this Note; or

                  (b) the  bankruptcy or insolvency  of, the  assignment for the
         benefit of creditors  by, or the  appointment  of a receiver for any of
         the property of, or the liquidation,  termination, dissolution or death
         or legal  incapacity of, any party liable for the payment of this Note,
         whether as maker, endorser, guarantor, surety or otherwise;

the holder of this Note may, at its option,  without  further  notice or demand,
(i) declare the outstanding principal balance of and accrued but unpaid interest
on this Note at once due and  payable,  (ii)  pursue  any and all other  rights,

FAIRCHILD                              3

<PAGE>

remedies and recourses  available to the holder hereof,  at law or in equity, or
(iii) pursue any combination of the foregoing.

         The failure to exercise the option to  accelerate  the maturity of this
Note or any other right,  remedy or recourse available to the holder hereof upon
the occurrence of an Event of Default hereunder shall not constitute a waiver of
the right of the holder of this Note to exercise the same at that time or at any
subsequent  time with  respect to such  Event of  Default or any other  Event of
Default. The rights, remedies and recourses of the holder hereof, as provided in
this Note,  shall be cumulative and  concurrent  and may be pursued  separately,
successively or together as often as occasion therefore shall arise, at the sole
discretion  of the holder  hereof.  The  acceptance  by the holder hereof of any
payment  under this Note which is less than the  payment in full of all  amounts
due and payable at the time of such payment shall not  constitute a waiver of or
impair,  reduce,  release or  extinguish  any right,  remedy or  recourse of the
holder  hereof,  or nullify  any prior  exercise  of any such  right,  remedy or
recourse.

         If this Note is placed in the hands of an attorney for  collection,  or
is collected in whole or in part by suit or through probate, bankruptcy or other
legal proceedings of any kind,  Borrower agrees to pay, in addition to all other
sums payable hereunder, all costs and expenses of collection,  including but not
limited to reasonable attorneys' fees.

         Borrower  and  any and  all  endorsers  and  guarantors  of  this  Note
severally waive presentment for payment, notice of nonpayment,  protest, demand,
notice of protest,  notice of intent to accelerate,  notice of acceleration  and
dishonor,  diligence in  enforcement  and  indulgences of every kind and without
further  notice hereby agree to renewals,  extensions,  exchanges or releases of
collateral,  taking of additional  collateral,  indulgences or partial payments,
either before or after maturity.

         Neither  Payee nor  Borrower  may sell,  transfer,  assign or otherwise
convey this Note or any of their respective  rights hereunder  without the prior
written consent of the other party.

         THIS NOTE HAS BEEN EXECUTED UNDER,  AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

                                    DALLAS GOLD AND SILVER EXCHANGE, INC.

                                    By:
                                            ----------------------------------
                                    Name:
                                            ----------------------------------
                                    Its:
                                            ----------------------------------








FAIRCHILD                              4


<PAGE>


                                                                       EXHIBIT B
                                                                       ---------

                                    EXHIBIT B

                            PURCHASE PRICE ALLOCATION

General Intangibles                               $  954,000
Office Equipment and Fixtures                        240,000
                                                  ----------
                                       Total      $1,194,000
                                                  ==========















FAIRCHILD

<PAGE>


                                                                       EXHIBIT C
                                                                       ---------

                      NON-COMPETITION, NON-SOLICITATION AND
                            CONFIDENTIALITY AGREEMENT
                  (Agreement to Preserve Corporate Opportunity)

         THIS  NON-COMPETITION,  NON-SOLICITATION AND CONFIDENTIALITY  AGREEMENT
(Agreement to Preserve Corporate Opportunity) (the "Agreement"), dated as of the
2nd day of March,  2000 (the  "Effective  Date")  between DALLAS GOLD AND SILVER
EXCHANGE,   INC.,  a  Nevada   corporation   ("Buyer"),   and  MACK  H.  HOSKINS
("Promisor").

                                   WITNESSETH:

         A. Promisor is the is the sole shareholder of Fairchild  International,
Inc. ("Seller").

         B. As of the Effective  Date,  Buyer is purchasing  from Seller under a
Bill of Sale and Asset Purchase Agreement  ("Purchase  Agreement"),  dated as of
March 2, 2000, all of the Purchased Assets described therein.

         C. Under the Purchase  Agreement,  Promisor  will  receive  substantial
consideration,  both  directly  as an  individual  and  otherwise  as  the  sole
shareholder of Seller.

         D. In light of Promisor's  relationship with Seller, Seller's ownership
of Purchased Assets, and the contributions of Promisor in the past to the growth
and  development of the Business,  one of the conditions to the  consummation by
Buyer of the  transactions  contemplated  in the Purchase  Agreement is that the
Promisor enter into this Agreement for the purpose of  transferring to Buyer the
goodwill, proprietary rights and going concern value of the Business.

         E. Buyer  considers this  Agreement to be integral to the  transactions
contemplated   by  the  Purchase   Agreement  and  would  not  consummate   such
transactions without the Promisor's execution of this Agreement.

         NOW,  THEREFORE,  for the purposes of inducing  Buyer to consummate the
transactions  contemplated in the Purchase Agreement,  to transfer the goodwill,
proprietary rights and going concern value to the Buyer of the Business,  and in
consideration of the premises and of the mutual  covenants  contained herein and
in the Purchase Agreement,  and for other good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the parties  hereto
hereby agree as follows:

         1.  Definitions.  Except to the  extent  specifically  defined  in this
Agreement, all capitalized terms used herein shall have the meanings ascribed to
such terms in the Purchase  Agreement.  For the purposes of this Agreement,  the
following definitions shall apply:

         (a)  The  term  "Confidential   Information"  shall  mean  all  of  the
         confidential  and  proprietary  information  of the  Business  and  its

FAIRCHILD

<PAGE>

         customers,  existing  as of the date  hereof or created in the  future,
         including,  but  not  limited  to,  all  information  relating  to  the
         financial  conditions,  results of  operations,  business,  properties,
         assets, liabilities or future prospects of the Business or any customer
         or supplier of the  Business,  including,  but not limited to,  special
         arrangements  regarding  pricing of  products  or  services,  including
         pricing  by  customer  and  price  protection  agreements,  proprietary
         production and fabrication methods, the Business' cost of manufacturing
         and  fabricating  products and component costs related thereto and cost
         of rendering services, volume of products purchased by the Business and
         the  Business'  major  customers,  customer  lists,  sales  and  profit
         information  for the  Business on each  product and service  within its
         product  and  service  lines,  any trade  secrets,  including,  but not
         limited   to,   information    concerning    products,    developments,
         manufacturing  techniques,  new product plans,  equipment,  inventions,
         discoveries, patent applications, ideas, designs, engineering drawings,
         sketches,  renderings,  other  drawings,  manufacturing  and test data,
         computer programs, methods, research,  procurement and sales activities
         and  procedures,  promotion  and  pricing  techniques  and  credit  and
         financial  data  concerning  customers  of  the  Business  as  well  as
         information  relating to the  management,  operation or planning of the
         Business,   and  technical   proprietary   information  and  any  other
         intangible  assets  whether  communicated  orally,  electronically,  in
         writing or in any other tangible media.

         (b)  The  term  "Agreement  Period"  shall  mean  the  period  of  time
         commencing on and  including  the  Effective  Date to and including the
         fifth (5th) anniversary from the Effective Date.

         (c) "Territory" shall mean the geographic area within a fifty (50) mile
         radius of any place of business  operated by the Seller or Buyer or any
         customer or supplier of the Seller or Buyer.

         (d)  "Business"  shall mean the  purchase and sale of new and used fine
         watches  conducted by Seller in the  Territory  prior to the  Effective
         Date and by the Buyer in the Territory after the Effective Date.

         2. Confidentiality.  Promisor acknowledges that all of the Confidential
Information,  in whole and in part,  is a valuable,  special and unique asset to
the  Buyer,  access to and  knowledge  of which  have  been  gained by virtue of
Promisor's ownership of Seller and Seller's ownership of the Business.  In light
of the highly  competitive  nature of the  industry in which Buyer  conducts its
business,  the Promisor  agrees that all  Confidential  Information,  as defined
herein, is confidential.  In recognition thereof,  Promisor covenants and agrees
to maintain the  Confidential  Information  in strictest  confidence  and not to
knowingly use any of such  Confidential  Information  for his own benefit or for
the benefit of any third party or to disclose or reveal any of the  Confidential
Information to any  unauthorized  person for any reason  whatsoever at any time.
The restrictions in this Section 2 on the use and disclosure of the Confidential
Information shall not apply to Confidential  Information (a) generally available
in the public domain other than as a result of a breach of this  Agreement,  (b)
disclosed in published  literature or generally  available in the industry other
than as a result of any breach of this Agreement or of the proprietary rights of
the Business, the Buyer or its Affiliates,  and (c) any Confidential Information
required to be  disclosed  by Promisor  under  applicable  law,  provided  that,
consistent with such applicable law, Promisor agrees,  prior to such disclosure,
to provide  Buyer with  sufficient  notice of the intended  disclosure to permit
Buyer to obtain protective orders or other appropriate relief.

         3. Return of Information. At any time at the request of Buyer, Promisor
agrees that he will return to Buyer any physical  embodiment of any Confidential
Information,  any confidential or proprietary information of any customer of the
Business, or any extracts therefrom or summaries or compilations thereof held by

FAIRCHILD                              2

<PAGE>

or under the control of Promisor and will  permanently  erase or delete any such
information  stored  electronically,  magnetically  or  otherwise on machines or
devices owned or controlled by Promisor.

         4.  Non-Solicitation.  During the Agreement Period,  Promisor covenants
and agrees not to, directly or indirectly,  solicit,  take away, hire, employ or
endeavor  to employ any person who is an  employee of Buyer,  any  Affiliate  of
Buyer or the Business or,  directly or  indirectly,  divert or attempt to divert
from Buyer,  any  Affiliate of Buyer or the Business any business  whatsoever by
influencing or attempting to influence any person or business  entity which is a
customer of, or has a similar business  relationship  with, Buyer, any Affiliate
of Buyer or the Business or from which Buyer or any  Affiliate of Buyer,  or the
Business is  soliciting  business of the type  carried on by the Business on the
date hereof.

         5.  Competition.  During the Agreement Period,  Promisor  covenants and
agrees that he will not, directly or indirectly:

                  (a)  in  the  Territory,  whether  as  an  officer,  director,
         proprietor,  employee, partner, investor, consultant, advisor, agent or
         otherwise,   be  employed  by,  perform  services  for,  consult  with,
         participate in, or be connected with, in a managerial,  administrative,
         marketing, sales or purchasing capacity, any business engaged in by the
         Business or Buyer (or any of Buyer's or Business' Affiliates) as of the
         Effective Date (collectively the "Business Activities") or own, manage,
         operate,  control,  solicit  business  for,  or be  connected  with the
         ownership,  management, operation or control of any business that is in
         competition with any Business Activities;  provided,  however, that the
         foregoing shall not be deemed to prevent Promisor from owning less than
         five percent (5%) of any class of securities  of any entity  registered
         under the Securities Exchange Act of 1934, as amended; or

                  (b) engage in any Business Activities by supplying products or
         providing services of the type included within the Business  Activities
         to any customer  with whom the  Business  has done any business  within
         three  (3)  years  prior to the date  hereof,  whether  as an  officer,
         director,  proprietor,  employee,  partner,  investor  (other than as a
         holder of less than five percent (5%) of any class of securities of any
         entity  registered  under  the  Securities  Exchange  Act of  1934,  as
         amended), consultant, advisor, agent or otherwise; or

                  (c) directly or indirectly assist others in engaging in any of
         the Business Activities in the manner prohibited to Promisor.




FAIRCHILD                              3

<PAGE>


         6.  Non-Interference;  Non-Disparagement.  Promisor agrees that he will
not, at any time,  directly or indirectly,  take any action that interferes with
any relationship  between the Business and any other person or entity.  Promisor
further  agrees that he will not, at any time,  disparage  or  intentionally  do
anything that might result in the  disparagement  in any material respect of the
name of the  Business or Buyer or the name or  reputation  of the  products  and
services sold and distributed by the Business or Buyer.

         7. Remedy. The Promisor  acknowledges and agrees that Buyer's remedy at
law for a breach or threatened breach of any of the provisions of this Agreement
would be inadequate  and, in  recognition of this fact, in the event of a breach
or  threatened  breach  by  such  Promisor  of  any of the  provisions  of  this
Agreement,  the  Promisor  agrees,  that in  addition  to its remedy at law,  at
Buyer's  option,  all amounts then or thereafter due the Promisor from Buyer may
be terminated  and Buyer,  without  posting any bond,  shall also be entitled to
obtain, and the Promisor agrees not to oppose a request for, equitable relief in
the form of specific  performance,  temporary  restraining  order,  temporary or
permanent  injunction or any other equitable remedy which then may be available.
The Promisor acknowledges that the granting of a temporary injunction, temporary
restraining order or permanent  injunction  merely  prohibiting the violation of
the  covenants  set forth herein would not be an adequate  remedy upon breach or
threatened  breach of this  Agreement,  and  consequently  agrees  upon any such
breach or threatened breach to the granting of injunctive relief prohibiting the
sale or marketing of products  and  provision of services of the kind  marketed,
sold or provided by the Business. Nothing herein contained shall be construed as
prohibiting Buyer from pursuing, in addition, any other remedies available to it
for such breach or  threatened  breach.  If Promisor  violates  the  restrictive
covenants of this  Agreement  and Buyer brings  legal action for  injunctive  or
other relief under this  Paragraph 7, Buyer shall not be deprived of the benefit
of the full period of the Agreement Period as a result of the time that Promisor
was in breach of this Agreement and the time involved in Buyer obtaining relief.

         8. Waiver.  No term or condition of this  Agreement  shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement,  except by written  instrument of the party charged
with such waiver or estoppel. Neither the failure nor any delay on the part of a
party to exercise any right,  remedy,  power or privilege  under this  Agreement
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any right,  remedy, power or privilege preclude any other or further exercise of
the same or any other  right,  power or  privilege,  nor shall any waiver of any
right, remedy, power or privilege with respect to any occurrence be construed as
a waiver of such right,  remedy,  power or  privilege  with respect to any other
occurrence.

         9.  Severability.  If any term or  provision  of this  Agreement or the
application  thereof to any person or  circumstance  shall,  to any  extent,  be
invalid  or  unenforceable,  then  the  remainder  of  this  Agreement,  or  the
application  of such term or  provision to persons or  circumstances  other than
those  to which it is held  invalid  or  unenforceable,  shall  not be  affected
thereby,  and each  term and  provision  of this  Agreement  shall be valid  and
enforceable  to  the  fullest  extent  permitted  by  law.  Notwithstanding  the
foregoing,  it is expressly understood and agreed that although the Promisor and
Buyer consider the restrictions contained in this Agreement to be reasonable for
the purposes of preserving  the goodwill,  proprietary  rights and going concern
value of the Buyer and to protect the Buyer's business opportunities, if a final
judicial  determination is made by a court having  jurisdiction that the time or
territory  or  any  other   restriction   contained  in  this  Agreement  is  an
unenforceable  restriction on the activities of the Promisor,  the provisions of

FAIRCHILD                              4

<PAGE>

this  Agreement  shall not be rendered void but shall be deemed amended to apply
to such  maximum time and  territory  and to such other extent as such court may
judicially determine or indicate to be reasonable.  Alternatively,  if the court
referred to above finds that any  restriction  contained  in this  Agreement  is
unenforceable, and such restriction or remedy cannot be amended so as to make it
enforceable,  such  finding  shall not effect the  enforceability  of any of the
other restrictions contained therein or the availability of any other remedy.

         10. Miscellaneous.

                  Notices.  Any notice or other communication in connection with
         this Agreement shall be deemed to be delivered if in writing (or in the
         form of a telecopy) addressed to either Buyer or Promisor,  as the case
         may be, at the address  set forth in the  Purchase  Agreement  (i) when
         actually  delivered,  or telecopied to said address,  (ii) when, in the
         case of a letter,  five (5) business  days shall have elapsed after the
         same  shall have been  deposited  in the United  States  mail,  postage
         prepaid,  certified and return receipt requested, and (iii) in the case
         of a  notice  sent via an  established  commercial  overnight  delivery
         service,  at the close of business on the next  business day  following
         the date on which the same shall have been delivered to such service.

                  (b)  Binding  Effect;  Assignment.  This  Agreement  shall  be
         binding upon and inure to the benefit of Buyer and its  successors  and
         assigns.  Neither  this  Agreement  nor any  right,  duty  or  interest
         hereunder may be assigned by Promisor.

                  (c)  Entire  Agreement.  This  Agreement  contains  the entire
         agreement  among the parties  hereto with  respect to the  transactions
         contemplated  herein and may not be amended  or  modified  except by an
         instrument in writing signed by all parties hereto.

                  (d) Headings.  The headings of the sections to this  Agreement
         are intended  solely for convenience of reference and shall not control
         the meaning or interpretation of any of the provisions hereof.

                  (e) Law Governing;  Venue. This Agreement shall be governed by
         and enforced in accordance with the laws of the State of Texas, without
         regard  to the  conflicts  of laws  provisions  thereof.  Venue for any
         action hereunder shall lie solely in Dallas County, Texas.

                  (f) Enforcement. The provisions of this Agreements are for the
         benefit of Buyer and its  Affiliates,  and may be  enforced by any such
         corporation  or their  assignees as permitted by subsection (b) of this
         Section.





FAIRCHILD                              5

<PAGE>



<PAGE>


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

                                    DALLAS GOLD AND SILVER EXCHANGE, INC.

                                    By:
                                           ---------------------------------
                                    Name:
                                           ---------------------------------
                                    Title:
                                           ---------------------------------

                                    MACK H. HOSKINS




                                    ---------------------------------------
















FAIRCHILD                              6


<PAGE>



                                  SCHEDULE 1(a)













FAIRCHILD

<PAGE>


                                  SCHEDULE 1(b)

                                      None









FAIRCHILD

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                                  SCHEDULE 1(c)













FAIRCHILD

<PAGE>


                                  SCHEDULE 1(d)

                                      None








FAIRCHILD

<PAGE>


                                  SCHEDULE 1(e)













FAIRCHILD

<PAGE>


                                  SCHEDULE 1(f)

                            Customer & Supplier Lists











FAIRCHILD

<PAGE>


                                  SCHEDULE 1(g)

                                      None








FAIRCHILD

<PAGE>


                                  SCHEDULE 1(h)

                                      None










FAIRCHILD

<PAGE>


                                  SCHEDULE 6(f)

                                      None








FAIRCHILD

<PAGE>


                                  SCHEDULE 6(g)

                9330 LBJ Freeway, Suite 850, Dallas, Texas 75243












FAIRCHILD

<PAGE>


                                  SCHEDULE 6(i)

                                      None







FAIRCHILD

<PAGE>


                                SCHEDULE 6(j)(1)

                                      None







FAIRCHILD

<PAGE>


                                SCHEDULE 6(j)(2)

                                      None









FAIRCHILD

<PAGE>


                                  SCHEDULE 6(l)










FAIRCHILD

<PAGE>


                                  SCHEDULE 6(o)

                                      None









FAIRCHILD

<PAGE>


                                  SCHEDULE 8(c)

                                      None














FAIRCHILD