EXHIBIT 99

 Asset Purchase & Sale Agreement dated November 20, 1996,
 and accompanying exhibits, by and among Neil F. Lampson, Inc.
 as buyer and DSC, EARF and SFN as Sellers.



               ASSET PURCHASE AND SALE AGREEMENT


     This Asset Purchase and Sale Agreement (this "Agreement") is
entered  into  effective the 20th day of November, 1996,  by  and
among  NEIL F. LAMPSON, INC., a Washington corporation ("Buyer"),
and DSC VENTURE, a Texas joint venture ("DSC Venture"), EQUIPMENT
ASSET  RECOVERY FUND, a Texas general partnership  ("EARF"),  and
SFN  CORPORATION, a Texas corporation ("SFN").  DSC Venture, EARF
and  SFN are sometimes hereinafter referred to individually as  a
"Seller" and collectively as the "Sellers".

                        R E C I T A L S

     1.   Sellers desire to sell and transfer to Buyer, and Buyer
desires  to  purchase  and acquire from  Sellers,  the  Manitowoc
construction cranes and related spare parts owned by Sellers,  on
the terms and conditions set forth herein.

      2.   Sellers and Buyer have entered into a letter of intent
dated  November  12, 1996 relating to the purchase  and  sale  of
Sellers'  construction  cranes and  related  spare  parts,  which
letter  of  intent  requires  that  the  parties  enter  into   a
definitive  agreement  with respect to such  transaction  at  the
earliest  reasonably  practicable date.  This  Agreement  is  the
definitive agreement required by such letter of intent.

      3.    In  addition  to  the terms and  conditions  of  such
purchase  and  sale of Sellers' construction cranes  and  related
spare  parts,  Sellers  and Buyer desire to  set  forth  in  this
Agreement certain representations, warranties and covenants  made
by  them as an inducement to the consummation of the transactions
contemplated  by  this  Agreement, all as more  fully  set  forth
below.

                       A G R E E M E N T

      IN CONSIDERATION of the respective covenants and agreements
contained herein, the parties hereto agree as follows:

1.        DUE DILIGENCE REVIEW OF ASSETS.

      Buyer  and  Sellers agree that Buyer may commence  its  due
diligence  investigation of the Assets (as  hereinafter  defined)
and the Asset Records (as hereinafter defined) upon the execution
and  delivery  of  this Agreement.  Sellers  shall  afford  Buyer
access  to the Asset Records, cranes and related spare  parts  to
the  extent  that  such access to cranes can be  granted  without
interfering  with the current use of each of the  cranes.   Buyer
shall  complete  its due diligence investigation  of  the  Assets
available  for  inspection  and Asset Records  before  5:00  p.m.
central  time on Wednesday, November 27, 1996 (the "Due Diligence
Deadline"), unless certain Assets are unavailable for  inspection
prior  to  the Due Diligence Deadline (the " Uninspected Assets")
in  which  event,  upon  the written  notice  by  Buyer  to  DSEC
requesting  an extension of the Due Diligence Deadline,  the  Due
Diligence  Deadline shall be extended for a period of  five  days
from  Buyer's  receipt  of  written notice  from  DSEC  that  the
Uninspected  Assets are then available for Buyer to complete  its
due  diligence inspection.  Buyer shall have the right to  accept
or  reject  the  Assets in its sole discretion and  shall  notify
Dayton-Scott Equipment Company ("DSEC"), as agent for all Sellers
in writing of its acceptance or rejection of the condition of the
Assets before the Due Diligence Deadline.  Failure to notify DSEC
of  acceptance or rejection of the condition of the Assets by the
Due  Diligence  Deadline, as it may be properly  extended,  shall
constitute  acceptance  of the condition  of  the  Assets.   Upon
rejection  of the condition of all or any portion of the  Assets,
this  Agreement shall be terminated without any liability of  any
party  to the others (other than for breaches of covenants herein
prior to such termination), and the Earnest Money (as hereinafter
defined) shall be returned to Buyer in accordance with the  terms
of the Escrow Agreement (as hereinafter defined).

2.        SALE AND PURCHASE OF ASSETS; LIABILITIES.

     2.1       Sale and Purchase of Assets.

 (a)       Subject to the terms and conditions of this Agreement,
at  the  Closing (as hereinafter defined) (i) DSC  Venture  shall
sell,  assign,  transfer  and convey to Buyer,  and  Buyer  shall
purchase  and  acquire  from DSC Venture, all  right,  title  and
interest  in  and  to  the  38 construction  cranes  and  related
equipment ("Units") of DSC Venture listed on the attached Exhibit
"A" (the "DSC Units"), (ii) EARF shall sell, assign, transfer and
convey to Buyer, and Buyer shall purchase and acquire from  EARF,
all  right,  title and interest in and to the  9  Units  of  EARF
listed on the attached Exhibit "A" (the "EARF Units"), and  (iii)
SFN  shall sell, assign, transfer and convey to Buyer, and  Buyer
shall  purchase  and  acquire from  SFN,  all  right,  title  and
interest  in  and  to the 5 Units of SFN listed on  the  attached
Exhibit "A" (the "SFN Units").

 (b)       Subject to the terms and conditions of this Agreement,
at  the  Closing  the  Sellers shall sell, assign,  transfer  and
convey  to Buyer, and Buyer shall purchase and acquire  from  the
Sellers,  all right, title and interest in and to and  the  spare
parts  related  to the Units located on Sellers' Pearland,  Texas
equipment  yard (the "Spares"), which Spares have  been  commonly
maintained and are not segregated by Seller or by Unit, as listed
on the attached Exhibit "B".

 (c)       At the Closing, each Seller shall execute and deliver
to  Buyer a Bill of Sale in the form of the attached Exhibit  "C"
(a  "Crane  Bill of Sale") for the Units to be conveyed hereunder
by  such  Seller.  Also at the Closing, the Sellers shall jointly
execute  and deliver to Buyer a Bill of Sale in the form  of  the
attached Exhibit "C" (the "Spares Bill of Sale") for all  of  the
Spares to be conveyed hereunder by Sellers.

     2.2       Assumption of Certain Contracts and Liabilities.

 (a)       Subject to the terms and conditions of this Agreement,
at the Closing (i) DSC Venture shall assign and transfer to Buyer
all  of  DSC  Venture's right, title and interest in and  to  all
rental  agreements and lessee purchase orders for the  Units  and
insurance   certificates  (only  to  the  extent  such  insurance
certificates   are   assignable)  from   lessees   (collectively,
"Assigned  Contracts") of DSC Venture relating to the DSC  Units,
including,   without   limitation,  the  agreements   and   other
instruments  of  DSC Venture listed on the attached  Exhibit  "D"
(the  "DSC  Contracts"), (ii) EARF shall assign and  transfer  to
Buyer  all  of  EARF's right, title and interest in  and  to  all
Assigned Contracts of EARF relating to the EARF Units, including,
without limitation, the agreements and other instruments of  EARF
listed  on  the attached Exhibit "D" (the "EARF Contracts"),  and
(iii)  SFN shall assign and transfer to Buyer all of SFN's right,
title  and  interest  in  and to all Assigned  Contracts  of  SFN
relating  to  the  SFN Units, including, without limitation,  the
agreements  and other instruments of SFN listed on  the  attached
Exhibit  "D"  (the  "SFN Contracts").  As a general  matter,  the
rental  agreements and lessee purchase orders  are  entered  into
with  customers  by  DSEC on behalf of each of  the  Sellers  and
Sellers, to the extent necessary or appropriate, shall cause DSEC
to  assign  such  agreements  and purchase  orders  to  Buyer  at
Closing.   The  DSC  Units, the EARF Units, the  SFN  Units,  the
Spares,  the  DSC  Contracts, the EARF  Contracts,  and  the  SFN
Contracts are sometimes hereinafter collectively referred  to  as
the "Assets."

 (b)      At the Closing, Buyer and each Seller shall execute and
deliver an Assignment and Assumption Agreement in the form of the
attached  Exhibit "E" (an "Assignment"), pursuant to which  Buyer
shall assume and agree to pay, perform and discharge when due the
liabilities  and  obligations of such Seller under  its  Assigned
Contracts,  and  shall  own  and receive  the  benefits  of  such
Assigned  Contracts, arising from and after the Closing Date  (as
hereinafter  defined).  Buyer hereby assumes and agrees  to  pay,
perform and discharge when due all liabilities and obligations of
each Seller regarding or relating to the Assets arising from  and
after the Closing Date.  Sellers hereby assume and agree to  pay,
perform and discharge when due all liabilities and obligations of
each Seller regarding or relating to the Assets arising prior  to
the Closing Date.

 2.3       Accounts Receivable.  All accounts receivable relating
to  the Assets accruing before 12:01 a.m. on January 1, 1997 (the
"Effective Date") shall remain the property of Sellers.   Sellers
shall  retain  responsibility for all  invoicing  regarding  such
accounts  receivable.  If Buyer receives at  any  time  any  such
amounts  attributable to any period prior to the Effective  Date,
Buyer  shall  promptly remit such amounts to DSEC  as  agent  for
Sellers.  All accounts receivable relating to the Assets accruing
after  the Effective Date shall be the property of, and  invoiced
by,  Buyer.   If  Seller receives at any time  any  such  amounts
attributable to any period after the Effective Date, Seller shall
promptly remit such amounts to Buyer.  In the event either Seller
or  Buyer  elect to bring suit to enforce payment of a delinquent
account receivable on an account or accounts in which each has an
interest,  such  suit  shall be brought jointly  or  by  the  one
holding  the largest account receivable with assignment from  the
other.  All litigation expense and any recovery by settlement  or
judgment  shall be paid/distributed among Buyer and  Sellers  pro
rata   to  their  respective  interests  in  the  unpaid  account
receivable.

 2.4           Excluded Assets.  The Assets to be transferred and
assigned  to Buyer shall not include, Sellers shall not  transfer
or assign to Buyer, and Buyer shall not acquire from Sellers, any
assets, properties or rights other than the Assets (the "Excluded
Assets"),   which   Excluded  Assets   shall   include,   without
limitation, the following assets, properties and rights:

          (a)       All cash on hand in bank accounts, securities,
certificates  of  deposit,  savings  accounts  and   other   cash
equivalents,  and  all  bank, checking, money  market  and  other
similar accounts;

          (b)       Any accounts, notes receivable, promissory notes or
other  similar  documents  evidencing  amounts  owed  to  any  of
Sellers;

          (c)       Any income, franchise or other tax refunds to which any
Seller is or may become entitled;

          (d)       Any insurance policies owned or maintained by any
Seller,  any cash surrender values, unearned premiums and  rights
to  collect the same or obtain refunds thereof, and any rights of
recovery thereunder;

          (e)       Any real or personal property leases pursuant to which
any  Seller  is  a lessee, any real property of any  Seller,  any
personal property of any Seller except as specifically listed  on
Exhibit  "A"  or  Exhibit  "B",  including,  without  limitation,
vehicles, office equipment and office fixtures;

          (f)       All accounts receivable of any Seller accruing prior to
the  Effective  Date  relating to the  Assets  and  all  accounts
receivable of any Seller not relating to the Assets;

          (g)       All records of Sellers, including, without limitation,
accounting records, corporate records, tax records and any  other
records which a Seller is required by law to keep, except for the
"Asset Records" (as hereinafter defined); and

           (h)   The goodwill of Sellers and the ownership of  or
right  to  use  the  names "Dayton-Scott  Equipment  Company"  or
"Dayton-Scott," the names of any of Sellers or any  variation  of
any  of the foregoing and Buyer shall not represent to any person
from and after the date hereof that Buyer has acquired the assets
or   business   of  "Dayton-Scott"  or  "Dayton-Scott   Equipment
Company."

     2.5       Liabilities Not Assumed.  Except for the liabilities
assumed  by Buyer pursuant to this Agreement, including,  without
limitation, liabilities arising under the DSC Contracts, the EARF
Contracts  and  the  SFN Contracts, Buyer shall  not  assume  any
liabilities or obligations of Sellers.

     2.6       Consideration for Sale of the Assets.  Subject to the
terms  and  conditions of this Agreement,  Buyer  shall  pay  and
deliver  to  DSEC  as  agent for Sellers a  purchase  price  (the
"Purchase  Price") in the amount of Fifteen Million Nine  Hundred
Thousand  Dollars ($15,900,000) in cash at Closing  by  cashier's
check  or  wire transfer of immediately available  funds.   Buyer
shall pay the Purchase Price to DSEC as agent for Sellers.

     2.7       The Closing.

 (a)         The closing of the transactions contemplated by this
Agreement (the "Closing") shall be held at the offices of Gardere
Wynne  Sewell  &  Riggs,  L.L.P., 333  Clay  Avenue,  Suite  800,
Houston,  Texas 77002 at 10:00 a.m., Houston time, on January  6,
1997  (the  "Closing Date"), unless another time, date and  place
for  the  Closing is agreed to in writing by the parties  hereto.
Title  to,  ownership of, control over, and risk of loss  of  the
Assets shall pass to Buyer at the Closing.  Failure to consummate
the  transactions provided for in this Agreement on the date  and
time and at the place selected pursuant to this Section shall not
result in the termination of this Agreement and shall not relieve
any party to this Agreement of any obligation hereunder.

 (b)       At or before the Closing, each party shall cause to be
prepared,  and  at  the  Closing the parties  shall  execute  and
deliver,  each  document, agreement and  instrument  required  or
contemplated by this Agreement to be so executed and delivered in
connection  with the transactions contemplated by this Agreement,
including,  without  limitation,  the  Bills  of  Sale  and   the
Assignments.

     2.8       Conduct of Operations Pending Closing.  From the date
hereof  until the Closing Date, except as otherwise permitted  or
contemplated by this Agreement, each Seller will:

 (a)      conduct the operations of its respective Assets only in
the  usual,  regular and ordinary manner and use  its  reasonable
best  efforts  to maintain and preserve the present relationships
of such Seller with the other parties to its Assigned Agreements;

 (b)      not create, assume or permit to exist any Lien upon any
of  its  respective Assets other than Permitted Liens  and  Liens
currently in existence and to be released prior to Closing;

 (c)       not sell, assign, lease, or otherwise transfer or
dispose  of any of the Assets, except in the ordinary  course  of
business consistent with past business practices, and in no event
sell or otherwise transfer ownership of any Unit;

 (d)       not enter into any other contract or commitment or
engage in any other transaction relating to the Assets not in the
usual  and  ordinary course of its business consistent with  past
business practices; and

 (e)        maintain or cause to be maintained in full force and
effect insurance coverage relating to the Assets  substantially
equivalent  to the coverage maintained by Sellers or by  DSEC  on
behalf of any Seller on the date hereof.

     2.9  Transfer Taxes; Recording and Filing Fees.  The parties
have taken the position that the sale of the Assets by Sellers to
Buyer as contemplated by this Agreement is exempt from applicable
state sales taxes.  Notwithstanding the foregoing, Buyer shall be
responsible  for and shall pay any and all sales,  use,  transfer
and similar taxes that may become due or payable by reason of the
sale   and  transfer  to  Buyer  of  the  Assets  and  the  other
transactions  contemplated by this Agreement  (collectively,  the
"Transfer  Taxes").  Buyer also shall pay any and all  recording,
filing  or  other fees relating to the conveyance or transfer  of
the  Assets from Sellers to Buyer.  Buyer shall defend, indemnify
and hold harmless Sellers from, against and in respect of any and
all  claims,  demands, lawsuits, proceedings,  fines,  penalties,
obligations, costs, expenses, liabilities and damages, including,
without  limitation,  interest, penalties  and  attorneys'  fees,
which arise or result from or relate to any Transfer Taxes.

     2.10      Risk of Loss and Removal of Assets.

          (a) Prior to the Closing Date, Sellers shall retain all
risk of loss and damage to their respective Assets.  In the event
of  a total loss or constructive total loss of any Unit prior  to
the  Closing date, the Purchase Price payable hereunder shall  be
reduced in the following amounts based on the type of Unit  lost,
and  such  Unit and its related Assigned Contracts shall  not  be
transferred to Buyer as part of the Assets:

                     Type of Unit            Amount
                     4100W S2 or 4100W     $ 550,000
                     4000W                 $ 325,000
                     3900                  $ 175,000
                     Ringer                $ 150,000
                     Tower Attachment      $  75,000

In the event of a loss which is not a total or constructive total
loss  of  a  Unit, Buyer shall purchase such damaged Asset  along
with  the  other Assets for the full Purchase Price, and  Sellers
shall  take such actions as may be reasonably necessary to insure
that Buyer will receive any and all insurance proceeds payable in
connection  with such loss, free and clear of any  claim  by  any
Seller to the extent, and only to the extent, that such insurance
proceeds  are  necessary  to return such  damaged  Asset  to  its
condition  at  the Due Diligence Deadline subject  to  reasonable
wear  and tear thereafter to the date of the loss to such damaged
Asset.

 (b)      From and after the Closing Date, Buyer assumes all risk
of  loss and damage to the Assets, and any injury or death to any
person in connection with Buyer's removal of the Assets from  the
location  of the Assets.  After the Closing Date, a Seller  shall
only be responsible for loss of or damage to the Assets if caused
by  such  Seller's  gross negligence or willful misconduct  while
such Assets are in its possession.  Buyer, at Buyer's cost, shall
load  and remove all of the Spares from Sellers' Pearland,  Texas
equipment yard within thirty (30) days following the Closing.  In
removing  the  Assets, Buyer shall exercise the utmost  care  and
precautions  not to damage or injure any property  or  personnel,
including,  without limitation, property or personnel of  Sellers
or their agents or representatives, and shall clean up the debris
at  such  locations following such removal.  If  Buyer  fails  to
remove  all  Assets from Sellers' Pearland, Texas equipment  yard
within  sixty (60) days of Closing, Buyer shall promptly  pay  to
DSEC  the  full amount of the monthly rental due on the Pearland,
Texas  equipment  yard from Closing until  all  such  Assets  are
removed.  If  Buyer complies with its obligation  to  remove  the
Spares from Sellers' Pearland, Texas equipment yard within  sixty
(60)  days of Closing, Buyer shall not be obligated to  pay  DSEC
any monthly rental due on the Pearland, Texas equipment yard.

     2.11   Notification of Customers by Sellers.  Promptly after
the  Closing, DSEC as agent for Sellers shall undertake to notify
lessees  of  the  Units that the Units have been sold  to  Buyer.
Such notification shall state that (i) the applicable leases have
been  assigned to Buyer, (ii) payments for periods  beginning  on
and after the Effective Date under such leases should be made  to
Buyer,  (iii)  payments for periods prior to the  Effective  Date
under  such  Leases  should  be made to  Sellers,  and  (iv)  all
insurance  certificates  provided by  such  customers  should  be
amended  to  designate Buyer as an additional  assured  and  loss
payee  from and after the Closing Date, pursuant to the terms  of
such  lease agreement.  Prior to Closing, the parties shall agree
on the exact form of such notices.

     2.12       Records.  The Assets conveyed by Sellers to Buyer
hereunder  shall  include all machine files  and  current  rental
files   directly   relating  to  the  Assets  and  manufacturer's
maintenance  and  operator's manuals for the  Units  (the  "Asset
Records") which are in Sellers' possession.  Buyer shall maintain
the  Asset  Records,  and Sellers and their  representatives  and
agents shall have the right to access and copy the Asset Records,
for a period of five years from the Closing Date.

     2.13  Units Under Repair.  Buyer acknowledges that Units No.
40546  and  391240  are currently being refurbished  by  Sellers.
During  the  period prior to the Closing, Sellers shall  continue
such  refurbishment.  On the Closing Date, Buyer  shall  purchase
such Units with the other Assets on an "AS IS, WHERE IS" basis.

3.        EARNEST MONEY.

      Concurrently  with the execution of this  Agreement,  Buyer
shall  deliver  the  sum  of $1,500,000  as  earnest  money  (the
"Earnest  Money")  to Gardere Wynne Sewell & Riggs,  L.L.P.  (the
"Escrow  Agent")  pursuant to the terms of the  Escrow  Agreement
(the  "Escrow Agreement") attached hereto as Exhibit  "F".   Such
Earnest  Money and all interest earned thereon shall be  held  by
the  Escrow  Agent pursuant to the terms of the Escrow  Agreement
and  shall be applied to the payment of the Purchase Price at the
Closing, released to Sellers, released to Buyers, or tendered  to
the registry of any court of competent jurisdiction, all upon the
terms and conditions set forth in the Escrow Agreement.

4.        REPRESENTATIONS AND WARRANTIES OF SELLERS.

     4.1       DSC Venture's Representations and Warranties.  DSC
Venture  represents and warrants to Buyer as of the  date  hereof
the following:

    (a)     DSC Venture is a joint venture validly existing under
the  laws  of the State of Texas.  The execution and delivery  by
DSC  Venture of this Agreement and the documents contemplated  by
this  Agreement and the performance of its obligations under such
agreements  are  within the venture powers of DSC  Venture,  have
been duly authorized by all necessary venture action and will not
contravene any provision of its Joint Venture Agreement;

    (b)       The execution, delivery and performance of this
Agreement  by  DSC  Venture will not result in  a  breach  of  or
constitute  a  default  (which breach or  default  has  not  been
properly waived or consented to by the appropriate party prior to
Closing)  under  any agreement, contract, license,  debenture  or
other  instrument to which DSC Venture is a party or by which  it
or  any  of its property is bound, except to the extent that  the
effect  thereof  is  not  material  to  the  DSC  Units  or   the
transactions contemplated by this Agreement;

    (c)       The execution, delivery, and performance of this
Agreement  will  not violate (i) to DSC Venture's knowledge,  any
statute or regulation, or (ii) any order, ruling or decree of any
court  or governmental authority or agency by which it or any  of
its property is bound;

    (d)     This Agreement constitutes a legal, valid and binding
obligation  of  DSC Venture, enforceable in accordance  with  its
terms,  except  as  may  be  limited by  bankruptcy,  insolvency,
reorganization,  moratorium  and  similar  laws   and   equitable
principles relating to or limiting creditors' rights generally;

    (e)       DSC Venture has not incurred any broker or finder's
fees  relating to the sale of the Assets to Buyer for which Buyer
will be responsible;

    (f)       There are no actions, suits or proceedings pending or,
to  the  knowledge of DSC Venture, threatened against DSC Venture
which, if adversely determined against DSC Venture, would have  a
material  adverse effect on DSC Venture's ability to perform  its
obligations under this Agreement;

    (g)       DSC Venture has no knowledge of any material default
and has not received any notice of material default under any DSC
Contract;

    (h)      DSC Venture is not obligated to obtain any consent in
order  to permit DSC Venture to complete the transactions  contemplated
by this Agreement;

    (i)      There are no claims, proceedings, actions, lawsuits, or
governmental  investigations  in  existence  or  threatened,   or
contemplated so far as DSC Venture is aware, with respect to  the
DSC  Units, the DSC Contracts, or its interest therein or in  the
Spares; and

    (j)    DSC Venture has, and the Crane Bill of Sale for the DSC
Units  when executed and delivered to Buyer will convey to Buyer,
good and marketable title to the DSC Units, free and clear of all
liens, pledges, claims, charges, security interests, encumbrances
and  liabilities  of  any kind, other than  (i)  liens,  pledges,
claims, charges, security interests or encumbrances of any nature
whatsoever  ("Liens") securing the payment of taxes,  assessments
or  other  governmental  charges or  levies  which  are  not  yet
delinquent,  including, without limitation, inchoate  ad  valorem
taxes not yet due and payable and (ii) materialmen's, mechanics',
carriers',  workmen's, repairmen's or similar Liens  incurred  in
the  ordinary  course  of  business securing  sums  not  yet  due
(collectively, "Permitted Liens"); provided, however DSC  Venture
shall  promptly  pay  and discharge all Permitted  Liens  arising
prior to the Effective Date.

     4.2   EARF's Representations and Warranties.  EARF represents
and warrants to Buyer as of the date hereof the following:

    (a)      EARF is a general partnership validly existing under
the  laws  of the State of Texas.  The execution and delivery  by
EARF  of  this Agreement and the documents contemplated  by  this
Agreement  and  the  performance of its  obligations  under  such
agreements are within the partnership powers of EARF,  have  been
duly authorized by all necessary partnership action and will  not
contravene any provision of its Partnership Agreement;

    (b)       The execution, delivery and performance of this
Agreement by EARF will not result in a breach of or constitute  a
default (which breach or default has not been properly waived  or
consented to by the appropriate party prior to Closing) under any
agreement,  contract, license, debenture or other  instrument  to
which  EARF  is a party or by which it or any of its property  is
bound,  except  to  the  extent that the effect  thereof  is  not
material  to  the EARF Units or the transactions contemplated  by
this Agreement;

    (c)       The execution, delivery, and performance of this
Agreement  will not violate (i) to EARF's knowledge, any  statute
or  regulation, or (ii) any order, ruling or decree of any  court
or  governmental authority or agency by which it or  any  of  its
property is bound;

    (d)       This Agreement constitutes a legal, valid and binding
obligation  of  EARF, enforceable in accordance with  its  terms,
except   as   may   be   limited   by   bankruptcy,   insolvency,
reorganization,  moratorium  and  similar  laws   and   equitable
principles relating to or limiting creditors' rights generally;

    (e)       EARF has not incurred any broker or finder's fees
relating to the sale of the Assets to Buyer for which Buyer  will
be responsible;

    (f)      There are no actions, suits or proceedings pending or,
to  the  knowledge  of EARF, threatened against  EARF  which,  if
adversely determined against EARF, would have a material  adverse
effect  on  EARF's ability to perform its obligations under  this
Agreement;

    (g)       EARF has no knowledge of any material default and has
not  received  any  notice of material  default  under  any  EARF
Contract;

    (h)       EARF is not obligated to obtain any consent in order to
permit  EARF  to complete the transactions contemplated  by  this
Agreement;

    (i)   There are no claims, proceedings, actions, lawsuits, or
governmental  investigations  in  existence  or  threatened,   or
contemplated so far as EARF is aware, with respect  to  the  EARF
Units,  the  EARF Contracts, or its interest therein  or  in  the
Spares; and

    (j)   EARF has, and the Crane Bill of Sale for the EARF Units
when  executed and delivered to Buyer will convey to Buyer,  good
and  marketable title to the EARF Units, free and  clear  of  all
liens, pledges, charges, claims, security interests, encumbrances
and liabilities of any kind other than Permitted Liens; provided,
however EARF shall promptly pay and discharge all Permitted Liens
arising prior to the Effective Date.

     4.3       SFN's Representations and Warranties.  SFN represents
and warrants to Buyer as of the date hereof the following:

    (a)     SFN is a corporation duly organized, validly existing
and  in good standing under the laws of the State of Texas.   The
execution and delivery by SFN of this Agreement and the documents
contemplated  by  this  Agreement  and  the  performance  of  its
obligations under such agreements are within the corporate powers
of  SFN,  have  been  duly authorized by all necessary  corporate
action  and will not contravene any provision of its Articles  of
Incorporation or Bylaws;

    (b)         The execution, delivery and performance of this
Agreement  by SFN will not result in a breach of or constitute  a
default (which breach or default has not been properly waived  or
consented to by the appropriate party prior to Closing) under any
agreement,  contract, license, debenture or other  instrument  to
which  SFN  is a party or by which it or any of its  property  is
bound,  except  to  the  extent that the effect  thereof  is  not
material  to  the  SFN Units or the transactions contemplated  by
this Agreement;

    (c)       The execution, delivery, and performance of this
Agreement will not violate (i) to SFN's knowledge, any statute or
regulation, or (ii) any order, ruling or decree of any  court  or
governmental  authority  or agency by which  it  or  any  of  its
property is bound;

    (d)       This Agreement constitutes a legal, valid and binding
obligation  of  SFN, enforceable in accordance  with  its  terms,
except   as   may   be   limited   by   bankruptcy,   insolvency,
reorganization,  moratorium  and  similar  laws   and   equitable
principles relating to or limiting creditors' rights generally;

    (e)       SFN has not incurred any broker or finder's fees
relating to the sale of the Assets to Buyer for which Buyer  will
be responsible;

    (f)       There are no actions, suits or proceedings pending or,
to  the  knowledge  of  SFN, threatened  against  SFN  which,  if
adversely  determined against SFN, would have a material  adverse
effect  on  SFN's ability to perform its obligations  under  this
Agreement;

    (g)       SFN has no knowledge of any material default and has
not  received  any  notice  of material  default  under  any  SFN
Contract;

    (h)       SFN is not obligated to obtain any consent in order to
permit  SFN  to  complete the transactions contemplated  by  this
Agreement;

    (i)       There are no claims, proceedings, actions, lawsuits, or
governmental  investigations  in  existence  or  threatened,   or
contemplated  so  far as SFN is aware, with respect  to  the  SFN
Units,  the  SFN  Contracts, or its interest therein  or  in  the
Spares; and

    (j)       SFN has, and the Crane Bill of Sale for the SFN Units
when  executed and delivered to Buyer will convey to Buyer,  good
and  marketable  title to the SFN Units, free and  clear  of  all
liens, pledges, charges, claims, security interests, encumbrances
and liabilities of any kind other than Permitted Liens; provided,
however SFN shall promptly pay and discharge all Permitted  Liens
arising prior to the Effective Date.

     4.4       Sellers' Representations and Warranties.  Sellers,
jointly and severally, represent and warrant to Buyer as  of  the
Closing  Date  that they have, and the Spares Bill of  Sale  when
executed  and delivered to Buyer will convey to Buyer,  good  and
marketable  title  to the Spares, free and clear  of  all  liens,
pledges,  charges, claims, security interests,  encumbrances  and
liabilities of any kind other than Permitted Liens.

     4.5        Buyer's  Representations and  Warranties.   Buyer
represents and warrants to each Seller as of the Closing Date the
following:

    (a)   Buyer is a corporation duly organized, validly existing
and  in  good standing under the laws of the State of Washington.
The  execution  and delivery by Buyer of this Agreement  and  the
documents  contemplated by this Agreement and the performance  of
its  obligations under such agreements are within  the  corporate
powers  of  Buyer,  have been duly authorized  by  all  necessary
corporate  action  and will not contravene any provision  of  its
Articles of Incorporation or By-Laws;

    (b)       The execution, delivery and performance of this
Agreement by Buyer will not result in a breach of or constitute a
default (which breach or default has not been properly waived  or
consented to by the appropriate party prior to Closing) under any
agreement,  contract, license, debenture or other  instrument  to
which  Buyer is a party or by which it or any of its property  is
bound,  except  to  the  extent that the effect  thereof  is  not
material to the transactions contemplated by this Agreement;

    (c)       The execution, delivery, and performance of this
Agreement will not violate (i) to Buyer's knowledge, any  statute
or  regulation, or (ii) any order, ruling or decree of any  court
or  governmental authority or agency by which it or  any  of  its
property is bound;

    (d)       This Agreement constitutes a legal, valid and binding
obligation  of  Buyer enforceable in accordance with  its  terms,
except   as   may   be   limited   by   bankruptcy,   insolvency,
reorganization,  moratorium  and  similar  laws   and   equitable
principles relating to or limiting creditors' rights generally;

    (e)       Buyer has not incurred any broker or finder's fees
relating to the sale of the Assets to Buyer for which any  Seller
will be responsible;

    (f)       There are no actions, suits or proceedings pending or,
to  the  knowledge of Buyer, threatened against Buyer  which,  if
adversely determined against Buyer, would have a material adverse
effect  on Buyer's ability to perform its obligations under  this
Agreement;

    (g)       Buyer is not obligated to obtain any other consent in
order  to  permit Buyer to complete the transactions contemplated
by this Agreement; and

    (h)       Buyer has total assets and annual net sales of less
than $100,000,000.

5.        DISCLAIMER OF WARRANTIES.

      EXCEPT  FOR THE REPRESENTATIONS AND WARRANTIES PROVIDED  BY
EACH  SELLER  IN  SECTION 4 HEREOF, SELLERS MAKE NO,  AND  HEREBY
EXPRESSLY  DISCLAIM ALL, REPRESENTATIONS AND WARRANTIES,  EXPRESS
OR   IMPLIED,  OF  EVERY  KIND  AND  NATURE  INCLUDING,   WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR  A  PARTICULAR  PURPOSE  AND REPRESENTATIONS  AND  WARRANTIES
REGARDING   QUALITY,  CONDITION,  VALUE,  SUITABILITY,   UTILITY,
SALABILITY  AND PROFITABILITY.  BUYER HEREBY ACCEPTS ALL  OF  THE
ASSETS IN "AS IS, WHERE IS" CONDITION.

6.        INDEMNITY.

     6.1   Indemnity by DSC Venture.  DSC Venture shall indemnify,
defend,  save  and  hold  harmless Buyer  from  and  against  any
liability,  loss,  costs, expenses, claims or damages  (including
without  limitation,  attorneys'  fees  and  court  costs)   (col
lectively,  "Losses")  arising  out  of  (i)  any  breach  of   a
representation  or  warranty  of  DSC  Venture,  and   (ii)   any
liabilities  or obligations regarding the DSC Units  or  the  DSC
Contracts arising prior to the Closing Date.

     6.2   Indemnity by EARF.  EARF shall indemnify, defend, save
and  hold harmless Buyer from and against any losses arising  out
of  (i)  any breach of a representation or warranty of EARF,  and
(ii)  any liabilities or obligations regarding the EARF Units  or
the EARF Contracts arising prior to the Closing Date.

     6.3     Indemnity by SFN.  SFN shall indemnify, defend, save
and  hold harmless Buyer from and against any losses arising  out
of  (i)  any breach of a representation or warranty of  SFN,  and
(ii)  any  liabilities or obligations regarding the SFN Units  or
the SFN Contracts arising prior to the Closing Date.

     6.4        Indemnity by Sellers.  Sellers shall, jointly and
severally  indemnify, defend, save and hold harmless Buyers  from
and  against any liabilities or obligations regarding the  Spares
arising prior to the Closing Date.

     6.5       Indemnity by Buyer.  Buyer shall indemnify, defend,
save  and  hold  harmless  Sellers from and  against  any  losses
arising out of (i) any breach of a representation or warranty  of
Buyer,  and  (ii)  any liabilities or obligations  regarding  the
Assets   arising  after  the  Closing  Date,  including,  without
limitation, obligations and liabilities for payment  of  sums  or
performance  of  obligations after the  Closing  Date  under  the
Assigned Contracts.

     6.6        Indemnification Coverage.  For purposes  of  this
Agreement,  the  right to indemnification  shall  extend  to  the
parties hereto and their partners, venturers and affiliates,  and
each  of their owners, directors, officers, employees, representa
tives,  contractors  and agents.  All indemnity  obligations  and
liabilities  assumed  by  the parties under  the  terms  of  this
Agreement, including, without limitation, this Section  6,  shall
be  without  monetary limit, and without regard to the  cause  or
causes  thereof (including pre-existing conditions  or  defects),
the negligence of any party or parties (whether the negligence be
sole,  joint or concurrent, active or passive), and the fault  or
responsibility  of any party or parties under any other  contract
or any statute, rule or theory of law (including, but not limited
to, strict liability).

     6.7   Indemnity Procedure.  Upon receipt by a party entitled
to  indemnification pursuant to this Section 6 (the  "Indemnified
Party") of actual notice of any Losses (as defined in Section 6.1
hereof) with respect to which indemnity may be sought under  this
Agreement, the Indemnified Party shall promptly notify the  party
obligated  to provide indemnification pursuant to this Section  6
(the "Indemnifying Party") in writing of such Losses.  Failure by
the  Indemnified  Party  to  provide  such  notification  to  the
Indemnifying Party shall not relieve the Indemnifying Party  from
any obligation or liability which the Indemnifying Party may have
on  account of this Agreement or otherwise, except to the  extent
the  Indemnifying Party shall have been materially prejudiced  by
such  failure.  The Indemnifying Party shall have  the  right  to
assume  the  defense of any such action related  to  the  Losses,
including  the  employment of counsel reasonably satisfactory  to
the  Indemnified  Party.  The Indemnified Party  shall  have  the
right  to  employ  separate  counsel  in  any  such  action   and
participate in the defense thereof, but the fees and expenses  of
such  counsel  shall be at the expense of the  Indemnified  Party
unless:  (i) the Indemnifying Party has failed promptly to assume
the  defense and employ counsel or (ii) the named parties to  any
such  action  related  to  the Losses  (including  any  impleaded
parties) include the Indemnified Party and the Indemnifying Party
and the Indemnifying Party has not employed counsel to defend the
Indemnified Party for those claims to which the Indemnified Party
is  entitled  to indemnification.  The Indemnifying  Party  shall
not,  without the prior written consent of the Indemnified  Party
(which  consent  shall  not  be  unreasonably  withheld)  settle,
compromise  or  consent  to  the entry  of  any  judgment  and/or
otherwise seek to terminate any pending or threatened action with
respect  of which indemnification or contribution may  be  sought
hereunder  (whether  or  not the Indemnified  Party  is  a  party
thereto)   unless   such  settlement,  compromise,   consent   or
termination  includes an unconditional release of the Indemnified
Party from all potential Losses arising out of such action.   The
Indemnifying Party shall reimburse the Indemnified Party for  all
Losses  as  they are incurred in connection with the  Indemnified
Party's rights under this Agreement.

     6.8       Definition.  The word "arising" as used in Section
2.2(b)  and Sections 6.1 through 6.5 also refers to the  date  of
the  event,  occurrence or cause of action  giving  rise  to  the
liability or obligations and not to the date when such  claim  or
demand is made or the suit is brought.

7.        SURVIVAL.

      Notwithstanding anything to the contrary herein, express or
implied, the representations and warranties contained in  Section
4  hereof,  and the indemnity obligation contained in  Section  6
hereof,  are relied upon by Buyer and Sellers as being  true  and
shall survive the date hereof for the benefit of the parties  for
a period of four years.

8.        TAXES.

     Ad valorem and/or personal property taxes for the Assets for
calendar year 1996 shall be the liability of and shall be paid by
each  respective  Seller thereof.  Such taxes accruing  from  and
after  the Effective Date shall be the liability of and shall  be
paid by Buyer.

9.        CONFIDENTIALITY.

     Except to the extent required in connection with any
governmental, federal securities laws or stock exchange
disclosure or obtaining any governmental or lender approvals or
as otherwise required by law, the parties hereto agree not to
disclose any of the terms of this Agreement and the terms of the
documents contemplated by this Agreement to any person without
the prior written consent of the other parties hereto.  Buyer
agrees to maintain the confidentiality of all information it
obtains pursuant to its due diligence review hereunder, and Buyer
will not use such information for any purpose other than
evaluating the purchase and sale transaction contemplated hereby.
Specifically, except as and to the extent required by law, Buyer
shall not disclose or use, and it shall cause it representatives
not to disclose or use, any Confidential Information (as defined
below) with respect to the Sellers or the Assets furnished, or to
be furnished, by the Sellers or their respective representatives
to Buyer or its representatives, or otherwise obtained by Buyer
or its representatives from Sellers or their representatives, in
connection with Buyer's due diligence inspection of the Assets at
any time or in any manner other than in connection with its
evaluation of the transaction described herein.  "Confidential
Information" means any information about the Assets or the
Sellers obtained by Buyer; provided that it does not include
information that Buyer can demonstrate (i) is generally available
to or known by the public other than as a result of improper
disclosure by Buyer or its representatives or (ii) is obtained by
Buyer from a source other than the Sellers, provided that such
source was not bound by a duty of confidentiality with respect to
such information.  If this Agreement is terminated as a result of
Buyer's rejection of the condition of the Assets as set forth in
Section 1 hereof, Buyer shall promptly return to the Sellers any
Confidential Information in its possession.

10.       MISCELLANEOUS CLAUSES.

     10.1      Entire Agreement.  This Agreement sets forth the entire
understanding  of  the  parties  hereto  with  respect   to   the
transactions  contemplated hereby.  It shall not  be  amended  or
modified except by written instrument duly executed by all of the
parties  hereto.  Any and all previous agreements and  understand
ings  between  or among any or all of the parties  regarding  the
subject matter hereof, whether written or oral, are superseded by
this Agreement including, without limitation, that certain letter
of  intent  dated  November 12, 1996 by  and  among  the  parties
hereto.

     10.2      Assignment.  This Agreement may only be assigned by a
party  with the prior written consent of the other party  hereto;
provided, however the Buyer may direct the Sellers to deliver the
Bills of Sale to any one or more affiliates of Buyer.  Subject to
the  foregoing, all of the terms and provisions of this Agreement
shall  be  binding  upon,  inure  to  the  benefit  of,  and   be
enforceable by the successors and assigns of Sellers and Buyer.

     10.3      Waiver.  A benefit, right or duty provided by this
Agreement  shall  be  deemed waived only by a  writing  expressly
referring to this Agreement that is signed by the party  entitled
to  the benefit thereof.  The waiver in one instance of any  act,
omission,  condition  or  requirement  shall  not  constitute   a
continuing waiver unless specifically so stated in the  aforesaid
written waiver.

     10.4   Notices.  All communications under this Agreement shall
be  made in writing to the respective addresses set forth  below,
or such other addresses as may be designated in writing by notice
given  hereunder.  Such communications shall be  deemed  to  have
been  duly given if either delivered personally or by air courier
service,  sent  by  facsimile,  or  mailed  by  postage   prepaid
registered or certified U.S. mail, return receipt requested.  All
communications  under  this Agreement  shall  be  effective  upon
personal  delivery or facsimile transmission, or deposit  in  the
U.S. mail or with an air courier service.  Until changed pursuant
to the terms hereof, the respective addresses for the parties are
as follows:

          Neil F. Lampson, Inc.
          607 East Columbia Drive
          Kennewick, Washington 99336
          Attention:  William N. Lampson, President
          Facsimile: (509) 586-0825

          Dayton-Scott Equipment Company
          4546 Southwest Freeway, Suite 181
          Houston, Texas 77027
          Attention:  Robert S. Dayton, President
          Facsimile: (713) 621-2443

          Equipment Asset Recovery Fund
          1900 W. Loop S., Suite 1800
          Houston, Texas 77027
          Attention:  Steven A. Webster, General Partner
          Facsimile: (713) 623-8103

          SFN Corporation
          4546 Southwest Freeway, Suite 181
          Houston, Texas 77027
          Attention:  Robert S. Dayton, President
          Facsimile: (713) 621-2443

          DSC Venture
          c/o Equipment Management, Inc.
          Three World Financial Center, 29th Floor
          New York, New York 10285
          Attention:  Daniel M. Palmier
          Facsimile: (212) 528-9696

     10.5      Governing Law and Venue.  This Agreement shall  be
governed  by and interpreted and enforced in accordance with  the
laws of the State of Texas, without giving effect to any conflict
of  law  rules  or  provisions.  Except as  may  be  required  by
applicable law, each party hereto agrees that any suit, action or
other  proceeding arising out of this Agreement shall be  brought
and  litigated  only in the State or Federal  courts  located  in
Harris  County,  Texas, and each party hereto hereby  irrevocably
consents to personal jurisdiction and venue in any such court and
hereby  waives  any  claim it may have  that  such  court  is  an
inconvenient forum for the purposes of any such suit,  action  or
other  proceeding.  Each party hereto hereby irrevocably consents
to  the service of process of any of the aforementioned courts in
any  such  suit,  action or proceeding by the mailing  of  copies
thereof by registered or certified mail, postage prepaid, to such
party  at the address of such party first above written, or  such
other address designated to the preceding Section 10.4.

     10.6      Exhibits and Schedules.  All Exhibits and Schedules
referred to herein are intended to be and hereby are specifically
made a part of this Agreement.

     10.7       Further  Assurances.  Subject to  the  terms  and
conditions herein provided, each of the parties hereto shall  use
its  best  efforts (i) to take or cause to be taken such  action,
(ii) to execute and deliver or cause to be executed and delivered
such  additional documents and instruments, and (iii)  to  do  or
cause  to be done all things necessary, proper or advisable under
the  provisions  of  this Agreement and under applicable  law  to
consummate  and  make effective the transactions contemplated  by
this Agreement.

     10.8   Severability.  If any one or more of the provisions of
this  Agreement  shall  for any reason be  held  by  a  court  of
competent  jurisdiction to be invalid, illegal, or  unenforceable
in  any respect, such invalidity, illegality, or unenforceability
shall not affect the remaining provisions of this Agreement,  and
this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been a part hereof.

     10.9       Attorneys' Fees.  If any litigation is  commenced
between   the  parties  concerning  this  Agreement,  the   party
prevailing in such litigation shall be entitled to the reasonable
attorneys' fees and expenses of counsel and court costs  incurred
by reason of such litigation.

     10.10       Counterparts.  This Agreement may be executed in
any  number  of  counterparts, each of which  when  executed  and
delivered  shall  be deemed to be an original and  all  of  which
counterparts taken together shall constitute but one and the same
instrument.

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

     BUYER:                   NEIL F. LAMPSON, INC.,
                              a Washington corporation



                              By:   /s/ William N. Lampson
                                        William N. Lampson, President


     SELLERS:                 DSC VENTURE,
                              a Texas joint venture

                              BY:  EQUIPMENT ASSET RECOVERY FUND,
                                   Venture Manager

                                   By:   EQUIPMENT  MANAGEMENT, INC.,
                                         General Partner



                                          By: /s/ Moshe Braver
                                                  Moshe Braver


                              EQUIPMENT ASSET RECOVERY FUND,
                              a Texas limited partnership



                              By:  /s/ Steven A. Webster
                                       Steven A. Webster,
                                       General Partner


                              SFN CORPORATION,
                              a Texas corporation



                              By:  /s/ Robert S. Dayton
                                       Robert  S. Dayton,  President



                                  EXHIBIT "A"

                       MANITOWOC CONSTRUCTION CRANE FLEET

                     Model and         Serial Location
                     Capacity            No.

   DSC Units     4100W S-2, 230 Ton    41311  Baytown, TX

                                       41357  Grand Prairie, TX
                                       41417  Erath, LA
                                       41443  Westlake, LA
                                       41505  Mountainburg, AR
                                       41629  Westlake, LA

                 4100W, 200 Ton        41423  Westlake, LA
                                       41452  Houma, LA

                 Ringer, 300 Ton       10175  Three Rivers, TX
                                       10224  Altamira, Mexico
                                       10261  Westlake, LA

                 4100W Tower           13111  Duluth, MN

                 4000W, 150 Ton        40507  San Diego, CA
                                       40546  Pearland, TX
                                       40586  Channelview, TX
                                       40597  Sugar Creek, MO
                                       40605  Houma, LA
                                       40616  Houma, LA
                                       40625  Tulsa, OK
                                       40641  Houma, LA
                                       40643  Westlake, LA
                                       40650  Houma, LA
                                       40672  Lolita, TX
                                       40692  Houma, LA
                                       40694  Houma, LA
                                       40696  San Diego, CA
                                       40707  Hamilton, MS

                 4000W Tower           13009  Pearland, TX
                                       13055  Jackson, MS

                 3900, 100 Ton        391131  Fourchon, LA
                                      391156  Westlake, LA
                                      391159  Venice, LA
                                      391168  Pelican Island,
                                              TX
                                      391177  Atlanta, GA
                                      391186  Intracoastal
                                              City, LA
                                      391208  San Diego, CA
                                      391240  Houma, LA
                                      391243  Amelia, LA

  EARF Units     4100W S-2, 230 Ton   41547  Westlake, LA

                                      41556  Three Rivers, TX
                                      41594  Mountainburg, AR

                 4000W, 150 Ton       40646  Houma, LA
                                      40688  Enterprise, MS
                                      40708  Hamilton, MS

                 3900, 100 Ton        391206  Norman, OK
                                      391219  San Antonio, TX
                                      391238  Baytown, TX

   SFN Units     4000W, 150 Ton       40697  Phoenix, AZ
                                      40714  Westlake, LA

                 4000W Tower          13220  Pearland, TX

                 3900                 391221  Venice, LA
                                      391228  San Antonio, TX


                                  Exhibit "B"

                             SPARE PARTS INVENTORY


YARD - PEARLAND, TX


YARD INVENTORY - AREA 1

1 - Gantry crossover sheaves
1 - Equalizer link
1 - Used boom hoist cable 4000W
4 - 40' pendants
1 - Gantry crossover sheaves
2 - Equalizer links
1 - Used boom hoist cable
1 - 30' #22 Boom Butt
4 - 10' pendants
1 - Used boom hoist cable
1 - 10' #22 boom insert w/ pendants
3 - Equalizer adapters for #27 boom
2 - Mast straps for 4000W tower
1 - 30' #122 Jib top
1 - 4100W Tower ferris wheel w/ masts stops legs and pendants
2 - 4000W Tower latches
1 - 4100W Tower hold back
1 - Box of misc. parts for 3900 auxiliary drum
1 - Sheave assembly for ringer boom carrier
1 - 4100W Tower hold back
1 - #22 boom top cable guide (no sheaves)
1 - Home made upper cable guide for #22 boom
12 - rolls of misc. cables
2 - Block sheaves for S2 load block
3 - 3 Sheave adapters for #27 boom top
2 - 3 Sheave adapters for 300 ton load block
1 - Single sheave adapter for #22 OT boom top
2 - 3"x 4'x 8' Steel plates
1 - Used roller for ringer boom carrier
1 - Universal anchor joint
1 - 40' #27 Boom Insert
1 - 10' #122A Boom Insert
3 - Spools of used cable for ringer BH, LL, SEC
5 - Spools of cable from Ringer S/N 10224
2 - Becket and wedges (1-1 1/8"- 1 1/4" Johnson, 1-part #15865C)
1 - #27 40' Boom insert with pins
1 - #122 10' Jib insert
1 - Bent back stay leg
Miscellaneous pendants
2 - 10' #123 Jib Inserts



YARD INVENTORY - AREA 2

1 - 10' #8 boom insert no pendants
6 - 30' #8 boom inserts, no pendants
3 - 30' #8 boom inserts w/pendants no pins
(No boom bolts for above boom)



YARD INVENTORY - AREA 3

1 - Stack of misc. carbody steps
1 - Used load drum for 4100W
1 - Roll Cable - Used
1 - Stack steel plates
2 - 4000W boom hoist drums (used)
1 - Stand for 3900 auxiliary drum
4 - Adapters for ringer to carbody screw jack beams
5 - Sets 4100W whip line drum lagging
1 - Tumbler axle
1 - Hydraulic 3rd drum
1 - 300 Ton hook block (hook missing)
4 - #22 Boom point sheave dividers
1 - Pallet of 4000W boom hoist drum lagging
4 - 4 1/2 offset links for 4600 boom
1 - 4100W Equalizer frame
1 - Power down tank for 3900
1 - Stack boom cable roller
3 - S2 block, 5 or 6 sheave adapters
1 - Set 300 ton block adapter
1 - 3900 spreader bar
2 - #22 boom spreader bars - 2 more missing parts
1 - Misc. cab and car body steps/ 4100W
1 - Cable guard for #22 boom top
2 - Cheet weights for single sheave load block
1 - 100 Ton load block
1 - 200 Ton load block


SHOP

1 - Box Hydraulic 3rd drum parts
1 - Pallet jib pins
2 - Crane seats
1 - Boom point sheave shaft
1 - Deck gear (Used)
1 - Hydraulic 3rd drum unit (Poor)
4 - Air cylinder for boom stop #27 boom
1 - Pallet miscellaneous clutch and brake linings
6 - Gantry sheaves
4 - #22 Boom stop air cylinder
1 - 4000W Rear cab door
1 - 4000W Deck cover
7 - Miscellaneous mainshaft spiders
2 - Swing shaft spider 3900
6 - Boom hoist spiders
1 - Set mainshaft clutches old - 4
1 - Set mainshaft clutches new - 2
6 - Engine fans
3 - Exhaust flex pipes
1 - Muffler pipe (roof)
1 - Set equalizer pennant links 4100W
1 - Lot miscellaneous wedge and sockets
8 - Miscellaneous pendants top links for boom top
1 - Miscellaneous air cylinder
1 - Pallet miscellaneous clutch linings (18)
1 - Pallet miscellaneous off links, Jib 5 + 10 degrees
4 - Main shaft slingers (sides)
1 - Pallet misc. becket + wedges - pins and bolts etc.
1 - Pallet misc. chain links -  new and used
1 - Lot miscellaneous sheaves - 30
4 - Hook rollers - 3900



CONEX

1 - Set transmission case chains
1 - 4100W Boom hoist drive chain
1 - Boom hoist drive pinion
1 - Swing shaft air cylinder (new)
2 - 3900 Hook roller
1 - 4100W Hook roller
3 - Miscellaneous load ball swivels
1 - Slide pinion
1 - New boom hoist pinion
2 - Used converter positioner air cylinder
1 - Transmission jack (new)
2 - New cable load indicator
1 - Miscellaneous lot flex air valves
1 - Grease hose reel and hose
1 - Battery charger
2 - Boom angle indicator
1 - Transmission case chain
3 - 76605 Bushings brass
7 - Miscellaneous chain case seals
1 - 4100W (deck) air swivel
1 - No pack cylinder - 3900
2 - Cables for drum rotation indicators
1 - Box misc. main shaft parts
1 - Boom hoist controller
1 - Compensator valve
1 - Hydraulic 3rd drum pump


WEST YARD

2 - 4100W Upper boom point cable guide (no sheaves)
3 - 10' #123 Jib Inserts
1 - Lot miscellaneous pendants
3 - 30' #8 boom inserts - 1 with J.L.
1 - #122 Jib pendent strut
1 - 30' #122 Jib butt
1 - 20' #8 insert no pendants
1 - 30' #8 insert with pendants no pins
1 - 40' #27 Boom insert
1 - 30'#8 insert with pendants
1 - 4000W Gantry frame (bent)
1 - 40' #22 insert no pendants with jib lugs no pins
1 - 40' #22 insert with tower rails and pendants
5 - 30' #8 insert no pendants
1 - 10' #8 insert no pendants
1 - 20' #22 Insert no pendants
1 - Upper cable guide 3900
1 - Set drum lagging 4100 whip line
1 - 20' #22 insert no pendants
1 - 10' #123 Jib insert and pendants
2 - #123 Jib struts (Bad)
1 - #123 Jib butt no pendants
1 - #123 Jib point no pendants
4 - #123 Jib points damaged (Bad)
1 - 40' #27 insert
1 - 10' #8 insert no pendants
1 - 30' #8 insert no pendants
1 - 40' #123 Jib Complete
1 - 30' #8 insert with pendent (with jib lugs)
1 - 20' #8 insert with pendent (with jib lugs)
1 - 30' #8 insert with pendants
1 - 3900 Spreader bar
2 - 4000W Tower attachments Complete
1 - 300 Ton Ringer load block with sister hook
1 - #27 boom point sheave adapter
1 - #27 mast top (no parts)
4 - 40' #22 boom pendants
1 - Roll Ringer boom cable (7/8") (Used)
1 - Roll Ringer load cable (1-1/8") (Used)
2 - 4100W gantry top rollers
2 - 4100W equalizer pendant pins




NOTE:  1 - 40' #27 boom insert at Coastal Equipment, Birmingham,
AL
                          EXHIBIT "C"

                          BILL OF SALE


      __________________,  a  ________________  ___________  (the
"Seller"),  for good and valuable consideration, the receipt  and
sufficiency of which is hereby acknowledged, has and does  hereby
bargain,  sell, convey, assign and transfer to NEIL  F.  LAMPSON,
INC.,  a  Washington corporation (the "Buyer"), pursuant to  that
certain  Asset  Purchase and Sale Agreement dated November  ____,
1996, between the Seller and the Buyer (the "Purchase Agreement")
all  of  the  Seller's right, title and interest in  and  to  the
equipment described on the attached Schedule (the "Assets").  All
capitalized  terms  not otherwise defined in this  Bill  of  Sale
shall  have the meanings assigned to those terms in the  Purchase
Agreement.

      The  Seller represents and warrants that it has,  and  this
Bill  of  Sale  when delivered to the Buyer will  convey  to  the
Buyer,  good  title to the Assets, free and clear of  all  liens,
pledges,  claims, charges, encumbrances, and liabilities  of  any
kind other than Permitted Liens.

      TO  HAVE AND TO HOLD, all and singular, the Assets  to  the
Buyer, its successors and assigns, forever.

      IN WITNESS WHEREOF, this Bill of Sale is executed effective
the ____ day of January, 1997.
                                   SELLER:




                                   BY:
                                       NAME:
                                       TITLE:


                           Exhibit "D"


                  RENTAL AND LEASE AGREEMENTS,
           ACCOMPANYING LESSEE INSURANCE CERTIFICATES,
              PURCHASE ORDERS AND RELATED DOCUMENTS


Model   Serial Number    Lessee                     R-File Number

4100W S2  41311          KCI Constructors, Inc.           2742

          41357          Austin Commercial                2690

          41417          WHC, Inc.                        2735

          41443          ABB Lummus Global, Inc.          2716

          41505          American Tank and Vessel         2753

          41547          ABB Lummus Global, Inc.          2733

          41556          American Tank and Vessel         2739

          41594          Union Carbide                    2756

          41629          ABB Lummus Global, Inc.          2718

4100W     41423          ABB Lummus Global, Inc.          2714

          41452          Gulf Island Fabrication          2659

Ringers   10175          American Tank and Vessel         2739

          10224          Shell (Pecten)                   2722

          10261          ABB Lummus Global, Inc.          2715

4000W     40507          Western Summit
                         Constructors, Inc.               2748

          40546

          40586          Solar Turbines                   2703

          40597          Newberg/Perini                   2639

          40605          Gulf Island Fabrication          2413

          40616          Gulf Island Fabrication          2164

4000W     40625          Centric-Jones Co.                2759

          40641          Gulf Island Fabrication          1734

          40643          ABB Lummus Global, Inc.          2712

          40646          Gulf Island Fabrication          1586

          40650          Gulf Island Fabrication          1833

          40672

          40688          Ranger Plant                     2743

          40692          Gulf Island Fabrication          2065

          40694          Gulf Island Fabrication          1815

          40696          Western Summit Constructors Co.  2749

          40697          Kiewit Western                   2702

          40707          Brown & Root, Inc.               2741

          40708          Brown & Root, Inc.               2740

          40714          ABB Lummus Global, Inc.          2737

4100W
Tower     13111          Chellino Crane Service, Inc.     2754

4000W
Towers    13009

          13055

          13220

3900      391131         Ambar Fluids, Inc.               2440

          391156         ABB Lummus Global, Inc.          2711

          391159         Ambar Fluids, Inc.               2439

3900      391168         Ambar Fluids, Inc.               2687

          391177         Elion Concrete, Inc.             2658

          391186         Ambar Fluids, Inc.               2466

          391206         Flintco, Inc.                    2692

          391208         Western Summitt Constructors Co. 2752

          391219         J. T. Vaughn Constructors        2751

          391221         Baker Hughes Inteq               2694

          391228         T.M. Davis Construction, Inc.    2757

          391238         KCI Constructors, Inc.           2746

          391240

          391243         McDermott Shipbuilding, Inc.     2724


                          EXHIBIT "E"


              ASSIGNMENT AND ASSUMPTION AGREEMENT



      THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement")
is  entered  into this ____ day of January, 1997, by and  between
________________, a _________ __________ ("Seller"), and NEIL  F.
LAMPSON, INC., a Washington corporation ("Buyer").


      IN CONSIDERATION of the mutual covenants and agreements set
forth below, Seller and Buyer agree as follows:

     (a)       Introduction.  Seller and Buyer have entered into that
certain  Asset  Purchase and Sale Agreement dated November  ____,
1996 (the "Purchase Agreement").  This Agreement effectuates  the
assignment  by  Seller to Buyer of certain  agreements,  and  the
assumption   by   Buyer  from  Seller  of  all  liabilities   and
obligations  of Seller under such agreements, as contemplated  by
the  Purchase  Agreement.  All capitalized  terms  not  otherwise
defined  in  this Agreement shall have the meanings  assigned  to
those terms in the Purchase Agreement.

     (b)       Assignment and Assumption.  Subject to the Purchase
Agreement, Seller hereby assigns, transfers and conveys to  Buyer
all of Seller's rights, title and interest in and to the Assigned
Contracts   of   Seller,  including,  without   limitation,   the
agreements and other instruments of Seller listed on the attached
Schedule,  and  Buyer hereby assumes and agrees  with  Seller  to
fulfill and carry out, as of the Effective Date, all liabilities,
obligations,  duties, terms and conditions of and  applicable  to
Seller  under the Assigned Contracts to the extent they arise  or
are to be first performed from and after the Effective Date.

     (c)       Miscellaneous.

          (i)       Binding Effect.  This Agreement shall be binding upon
and inure to the benefit of Buyer and Seller and their respective
successors and assigns.

          (ii)      Governing Law.  This Agreement shall be governed by and
construed  and enforced in accordance with the laws of the  State
of  Texas, without giving effect to any conflict of law rules  or
provisions.

          (iii)     Effective Date.  This Agreement shall be effective
as of the Effective Date.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Assignment  and  Assumption Agreement to  be  executed  by  their
respective  duly authorized representatives on the day  and  year
first written above.


          SELLER:


                                        By:
                                        Name:
                                        Title:


          BUYER:                        NEIL F. LAMPSON, INC.


                                        By:
                                        Name:
                                        Title:


                                  Exhibit "F"

                                ESCROW AGREEMENT


      This  Escrow Agreement ("Agreement") is entered  into  this
20th day of November, 1996, by and among Neil F. Lampson, Inc., a
Washington  corporation ("Lampson," sometimes hereafter  referred
to  as  "Buyer"),  DSC  Venture,  a  Texas  joint  venture  ("DSC
Venture"),  Equipment  Asset  Recovery  Fund,  a  Texas   limited
partnership  ("EARF") and SFN Corporation,  a  Texas  corporation
("SFN")  (DSC  Venture,  EARF and SFN are referred  to  hereafter
collectively as the "Seller"), and Gardere Wynne Sewell &  Riggs,
L.L.P., a Texas limited liability partnership ("GWS&R").


                            Recitals

     (1)       Buyer and Seller have entered into that certain Asset
Purchase  and Sale Agreement (the "Purchase Agreement")  of  even
date  herewith,  pursuant to which Lampson,  subject  to  certain
terms  and  conditions, has agreed to purchase and  DSC  Venture,
EARF  and  SFN have agreed to sell certain Manitowoc construction
cranes, towers, ringers and related spare parts.

     (2)       Pursuant to the provisions of Section 3 of the Purchase
Agreement, Buyer is obligated to deliver the sum of $1,500,000 as
earnest money (the "Earnest Money") to GWS&R, as escrow agent, on
the date of the Purchase Agreement.

     (3)        This Agreement is being entered into by and among
Buyer,  Seller,  and  GWS&R in order to  set  forth  the  rights,
duties, liabilities and obligations of GWS&R with respect to  the
Earnest Money.


                           Agreement

      NOW,  THEREFORE,  for and in consideration  of  the  mutual
covenants,  conditions  and  agreements  contained  herein,   the
parties hereto agree as follows:


     (1)   Appointment and Acceptance by Escrow Agent.  Buyer and
Seller  hereby jointly select and designate GWS&R to act  as  the
escrow  agent  pursuant to Section 3 of the  Purchase  Agreement.
GWS&R  hereby  accepts such appointment on  and  subject  to  the
specific  terms,  conditions  and provisions  contained  in  this
Agreement.

     (2)  Relationship of Parties.  It is hereby acknowledged and
agreed  by  all of the parties hereto that GWS&R is representing,
and will continue to represent, Seller in connection with all  of
the transactions contemplated by the Purchase Agreement.  Nothing
contained  herein  shall imply, or be construed  to  imply,  that
GWS&R  is providing any legal services for or on behalf of Buyer.
It  is specifically understood and acknowledged that GWS&R's sole
obligations  to  Buyer shall be those which are specifically  set
forth  herein.   The  parties hereto acknowledge  that  GWS&R  is
acting,  at  the special instance and request of Seller,  in  its
capacity  as the legal representative of Seller, subject  to  the
specific contractual limitations contained herein with respect to
delivery of the Earnest Money.  GWS&R is not being compensated in
the form of any escrow fee in connection with the fulfillment  of
its obligations hereunder.

     (3)       Deposit of Earnest Money, Notice of Acceptance  of
Earnest  Money.  Pursuant to the provisions of Section 3  of  the
Purchase  Agreement, on the date hereof, Buyer shall deliver  the
sum  of  $1,500,000  to GWS&R in its capacity  as  escrow  agent.
Immediately upon its receipt of such $1,500,000, GWS&R shall give
written notice of such receipt to Buyer by facsimile.

     (4)       Investment of Earnest Money.  During the term of this
Agreement,  the  Earnest Money shall be held in the  GWS&R  Trust
Account,  shall  be  invested  only in  securities,  instruments,
certificates  of deposit or accounts with Bank One,  Texas,  N.A.
Houston or NationsBank of Texas, N.A.  All interest earned on the
Earnest Money shall be deemed to be a part of the Earnest  Money,
except as otherwise provided herein.

     (5)       Delivery of Earnest Money.  The ultimate rights of
Seller  and  Buyer  to receive the Earnest  Money  shall  in  all
respects  be  governed by and determined in accordance  with  the
following:

          (a)       Upon Closing of the transactions contemplated in the
     Purchase Agreement, GWS&R shall pay the Earnest Money over to
     Buyer or, upon the written instruction of Buyer, to Sellers to be
     applied against the Purchase Price under the Purchase Agreement.

          (b)      If the Purchase Agreement is terminated pursuant to
     Section 1 of the Purchase Agreement, then GWS&R shall immediately
     upon demand by Buyer pay over to Buyer the Earnest Money.

          (c)          Notwithstanding anything herein to the contrary,
     in the event of any dispute between Buyer and Seller relating to
     entitlement to the Earnest Money, GWS&R shall have no obligation
     whatsoever to deliver the Earnest Money to either Buyer or to
     Seller unless and until:

               (i)       GWS&R has received, in form and substance reasonably
          satisfactory to GWS&R, a written instrument signed by Buyer and
          Seller jointly directing and authorizing GWS&R to deliver the
          Earnest Money in accordance with the terms thereof; or

               (ii)       a court of competent jurisdiction has ruled in the
          form of a final judgment directing and authorizing GWS&R to deliver
          the Earnest Money in accordance with the terms thereof.

     Notwithstanding the foregoing, it is specifically understood
     and  agreed  that, should any dispute or other  disagreement
     arise  between  Buyer  and Seller with  respect  to  who  is
     entitled   to  receive  the  Earnest  Money,  at  any   time
     hereafter, GWS&R shall have the right to petition any  court
     of  competent  jurisdiction requesting such  dispute  to  be
     resolved  by such court of competent jurisdiction and  GWS&R
     shall  specifically have the right, in connection therewith,
     to  interplead or otherwise deliver the Earnest  Money  into
     the  registry of such court.  In the event of a dispute over
     entitlement of the Earnest Money, the prevailing party shall
     be  entitled to recover its reasonable attorneys'  fees  and
     costs  of court, as well as any costs, expenses or liability
     paid  in connection with indemnification of the escrow agent
     hereunder.

     (6)    Successor Escrow Agents.  GWS&R may at any time resign
by  giving  notice in writing to Buyer and Seller, and  shall  be
discharged from its duties under this Agreement on the  first  to
occur  of  the  appointment of a successor escrow  agent  or  the
expiration of thirty (30) calendar days after such written notice
is  given.   In the event of any resignation, a successor  escrow
agent,  which  shall  be an insured state or national  bank  with
trust  powers  and whose principal office is in  Houston,  Texas,
must  be  appointed within thirty (30) days by Buyer, subject  to
the  reasonable approval of Seller.  The successor  escrow  agent
shall  deliver  to  Seller, Buyer and GWS&R a written  instrument
accepting appointment under this Agreement and thereupon it shall
succeed  to  all  of the rights and duties of  GWS&R  under  this
Agreement and shall be entitled to receive the Earnest Money then
held  by GWS&R under this Agreement.  If a successor escrow agent
has  not  been  selected by Buyer and approved by  Seller  within
thirty  (30)  calendar days after notice of  the  resignation  of
GWS&R  hereunder,  then  Seller shall  have  the  right,  for  an
additional  thirty  (30) calendar days, to  appoint  a  successor
escrow  agent,  which shall be an insured state or national  bank
with  trust  powers  and whose principal office  is  in  Houston,
Texas,  subject  to  the  reasonable approval  of  Buyer.   If  a
successor  escrow  agent  has not been appointed  by  Seller  and
approved by Buyer within such additional thirty (30) calendar day
period,  then,  at  any  time thereafter, GWS&R  shall  have  the
express  right  to  interplead or otherwise deliver  the  Earnest
Money  into  the registry of any court of competent  jurisdiction
requesting  such  court to determine who should  be  entitled  to
receive  the Earnest Money in accordance with the terms  of  this
Agreement.  The indemnity provisions contained herein in favor of
GWS&R   shall  survive  resignation  of  GWS&R  as  escrow  agent
hereunder.

     (7)       Rights, Privileges, Immunities and Liabilities  of
Escrow  Agent.  The following provisions shall govern the rights,
privileges, immunities and liabilities of GWS&R, in its  capacity
as recipient of the Earnest Money:

          (a)       Except for this Agreement, GWS&R is not a party to, and is
     not  bound by, any agreements between Seller and  Buyer, including,
     without limitation, the Purchase Agreement or any Definitive Agreement.

          (b)      In the event GWS&R becomes involved in litigation or
     threatened litigation in connection with this Agreement or the
     Earnest Money, including, without limitation, litigation arising
     as a result of the release of the Earnest Money by GWS&R to any
     party hereto, Seller and Buyer agree, jointly and severally, to
     indemnify and save GWS&R harmless from and reimburse GWS&R for
     all losses, costs, damages, expenses and attorneys' fees suffered
     or incurred by GWS&R as a result thereof and such losses, costs,
     damages, expenses and attorneys' fees shall be reimbursed to
     GWS&R as incurred by GWS&R.  The indemnity contained herein shall
     include all legal fees and other costs incurred by GWS&R  in
     connection with any interpleader or other action instituted by
     GWS&R which may be necessary to obtain a judicial determination
     of the rightful recipient of the Earnest Money.

          (c)          GWS&R shall be protected in acting on any written
     notice,  request,  waiver,  consent,  certificate,  receipt,
     authorization, power of attorney or other paper or document, including,
     without limitation, any written notice from Buyer or Seller, which GWS&R
     in good faith believes to be genuine and what it purports to be.

          (d)      GWS&R shall not be liable for anything which it may do or
     refrain from doing in connection herewith provided that it acts in good
     faith.

          (e)       GWS&R may consult with legal counsel in the event of
     any dispute or question as to the construction of any provision
     of this Agreement or its duties hereunder, and it shall incur no
     liability and shall be fully protected in acting in accordance
     with the opinion and instructions of its counsel.

          (f)      In the event of any disagreement resulting in adverse
     claims  or demands being made in connection with the Earnest
     Money, or in the event that GWS&R, in good faith, shall be in
     doubt as to what action it should take hereunder, GWS&R may, at
     its option, refuse to comply with any claims or demands on it or
     refuse  to take any other action hereunder, so long as  such
     disagreement continues or such doubt exists, and in such event,
     GWS&R shall not be or become liable in any way or to any person
     for its failure or refusal to act, and GWS&R shall be entitled to
     continue to so refrain from acting until (i) the rights of all
     interested parties shall have been fully and finally adjudicated
     by a court of competent jurisdiction or (ii) all differences
     shall have been adjusted and all doubt resolved by agreement
     among all of the interested parties and GWS&R shall have been so
     notified in a written instrument signed by all such parties.  The
     rights of GWS&R under this paragraph are cumulative to all other
     rights it may have at law or otherwise.

          (g)          GWS&R, on delivery of the Earnest Money either to
     a successor escrow agent or to Buyer and/or Seller pursuant to
     the terms of this Agreement, shall be discharged from any further
     obligations hereunder.

     (8)    Notices.  Any notice permitted or required to be given
under  the  terms of this Agreement shall be in writing,  may  be
given  by  facsimile or mail (unless otherwise specified herein),
and  shall be deemed given when received by the party to whom  it
is directed or, if sooner, 5 business days after deposited in the
United  States  Mail,  certified or  registered,  return  receipt
requested, with postage prepaid, and addressed to the party to be
notified  at  the  appropriate  address  specified  below.    The
addresses of the parties are as follows:

      Seller:       DSC Venture, Equipment Asset Recovery Fund, and SFN
                     Corporation
                    4645 Southwest Freeway, Suite 181
                    Houston, Texas 77027
                    Attention:  Mr. Robert S. Dayton
                    Facsimile No. 713/621-2443
                    Telephone No. 713/627-7710


  with a copy to:   Gardere Wynne Sewell & Riggs, L.L.P.
                    333 Clay, Suite 800
                    Houston, Texas 77002
                    Attention:  Mr. N.L. Stevens III
                    Facsimile No. 713/308-5807
                    Telephone No. 713/308-5774


     Buyer:         Neil F. Lampson, Inc.
                    607 East Columbia Drive
                    Kennewick, Washington 99336
                    Attention: William N. Lampson, President
                    Facsimile No. 509/586-0825
                    Telephone No. 509/586-0411


     GWS&R:         Gardere Wynne Sewell & Riggs, L.L.P.
                    333 Clay, Suite 800
                    Houston, Texas 77002
                    Attention:  Mr. N.L. Stevens III
                    Facsimile No. 713/308-5807
                    Telephone No. 713/308-5774

The  above addresses may be changed by any party by notice  given
in the manner provided in this Paragraph 8.

     (9)    Effect of Agreement.  This Agreement shall be binding on,
inure  to the benefit of and be enforceable by the parties hereto
and  their  respective  successors and assigns.   Any  term  used
herein but not defined herein shall have the meaning ascribed  to
it in the Acquisition Agreement.

     (10)    Applicable Law and Jurisdiction.  The validity of this
Agreement, its construction, interpretation and enforcement,  and
the  rights of the parties hereunder, shall be determined  under,
governed  by  and construed in accordance with the  laws  of  the
State  of  Texas  without  giving effect  to  the  principles  of
conflicts  of  laws thereof.  Each party hereto agrees  that  any
suit,  action  or other proceeding arising out of this  Agreement
shall  be  brought  and litigated only in the  state  or  federal
courts  located in the County of Harris, State of Texas and  each
party hereto hereby irrevocably consents to personal jurisdiction
and  venue in any such court and hereby waives any claim  it  may
have that such court is an inconvenient forum for the purposes of
any  such  suit, action or other proceeding.  Each  party  hereto
hereby  irrevocably consents to the service of process of any  of
the  aforementioned courts in any such suit, action or proceeding
by the mailing of copies thereof by registered or certified mail,
postage  prepaid,  to  such party at the address  of  such  party
specified herein.

     (11)    Counterparts.  This Agreement may be executed in multiple
counterparts each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.


      Witness  the execution hereof as of the day and year  first
above written.


                                   NEIL F. LAMPSON, INC.


                                   BY:
                                      NAME:
                                      TITLE:


                                   DSC VENTURE


                                   BY:
                                      NAME:
                                      TITLE:


                                   EQUIPMENT ASSET RECOVERY FUND


                                   BY:
                                      NAME:
                                      TITLE:


                                   SFN CORPORATION


                                   BY:
                                      NAME:
                                      TITLE:


                                   GARDERE WYNNE SEWELL & RIGGS,
                                    L.L.P.


                                   BY:
                                      NAME:
                                      TITLE: