ASSET PURCHASE AND SALE AGREEMENT

                                  By and Among

                                Alpha Mark, Inc.,
                               a Utah corporation,

                                       and

                             Omega-Med Corporation,
                             a Delaware corporation.

THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into in
duplicate this 30th day of September,  1999, by and among Omega-Med Corporation,
a Delaware  corporation  ("Purchaser")  and Alpha Mark, Inc., a Utah corporation
("Seller")  and provides for the Purchaser to acquire  substantially  all of the
business  assets of the Seller  subject  to the  provisions  of this  Agreement,
subject to the liabilities  assumed pursuant to the provisions of this Agreement
by the Purchaser and no other liabilities.

                                    RECITALS

     A. The  Purchaser  desires  to  acquire,  on the terms and  subject  to the
conditions  specified in this  Agreement,  the business of the Seller insofar as
the same is conducted by the use of the Acquired Assets (as that term is defined
later in this Agreement).

     B. The Seller believes that it is in the best interests of the Seller, and,
therefore,  it desires to, sell the  Acquired  Assets to the  Purchaser,  on the
terms and subject to the conditions specified in this Agreement.

NOW,  THEREFORE,  IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
DEEMED TO BE A SUBSTANTIVE  PART OF THIS  AGREEMENT,  AND THE MUTUAL  COVENANTS,
PROMISES, UNDERTAKINGS,  AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS  AGREEMENT  AND OTHER GOOD AND  VALUABLE  CONSIDERATION,  THE  RECEIPT  AND
SUFFICIENCY  OF WHICH ARE HEREBY  ACKNOWLEDGED,  WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND WARRANT AS FOLLOWS:

                                    ARTICLE I
                                   DEFINITIONS

     As  used  in  this  Agreement,  the  capitalized  terms  specified  in this
Agreement shall have the



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meanings and  definitions  specified  and  indicated by the  provisions  of this
Article  I,  unless a  different  and  common  meaning of such a term is clearly
indicated by the context,  and variants and derivatives of the those terms shall
have  correlative  meanings.  To the  extent  that  certain  of the  definitions
specified in this Article I suggest,  indicate, or express agreements between or
among parties to this  Agreement,  or contain  representations  or warranties or
covenants  of a party,  the  parties  agree to the same,  by  execution  of this
Agreement.  Agreements,  representations,  warranties and covenants specified in
any part or provision of this Agreement shall for all purposes of this Agreement
be  treated  in the same  manner  as  other  such  agreements,  representations,
warranties and covenants specified elsewhere in this Agreement, and the article,
section  or  paragraph  of  this  Agreement  within  which  such  an  agreement,
representation,  warranty, or covenant appears shall have no separate meaning or
effect on the same.

     1.1"Acquired  Assets".  The  assets of the  Seller  being  acquired  by the
Purchaser pursuant to the provisions of this Agreement, as specified on Schedule
2.1 of  this  Agreement,  and  all  other  assets  of the  Seller,  tangible  or
intangible, including contractual,  warranty, and other rights, the use or value
of which will come under the Control (as that term is defined in Section 1.13 of
this  Agreement)  by the Purchaser  when the  Transaction  contemplated  by this
Agreement is consummated.

     1.2 "Acquired Business".  The business conducted by the Seller in which the
Seller  utilized  the  Acquired  Assets,  as  described  on Schedule 2.1 to this
Agreement.

     1.3 "Acquired Facilities".  All office space,  warehouses,  stores, plants,
production facilities,  manufacturing facilities,  fixtures,  furniture,  office
equipment,  computer equipment, common areas, storage facilities, rights of way,
driveways,  and improvements  owned or leased by the Seller or otherwise used by
the  Seller  in  connection  with the  operation  of its  business  or leased or
subleased by the Seller to others,  but only to the extent that the same consist
of Acquired Assets.

     1.4 "Affiliate". When used with respect to a person, an "affiliate" of that
person is a person controlling, controlled by, or under common control with that
person.

     1.5 "Agreement".  This Asset Purchase and Sale Agreement,  including all of
its schedules and exhibits and all other documents  specifically  referred to in
this  Agreement  that  have  been  or are to be  delivered  by a  party  to this
Agreement  to another  such party in  connection  with the  Transaction  or this
Agreement,  and  including  all  duly  adopted  amendments,  modifications,  and
supplements  to or of this  Agreement  and such  schedules,  exhibits  and other
documents.

     1.6 "Assumed  Liabilities".  The Liabilities of the Seller being assumed by
the  Purchaser  pursuant to the  provisions  of this  Agreement as  specifically
identified in Schedule 2.1 to this  Agreement,  and no other  Liabilities to the
Seller.


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     1.7 "Business Day". Any day that is not a Saturday,  Sunday or day on which
banks in Los Angeles, California are authorized to close.

     1.8 "Closing". The completion of the Transaction,  to occur as contemplated
in Article II of this Agreement.

     1.9 "Closing Date". The date on which the Closing  actually  occurs,  which
shall be no later  than  September  30,  1999,  unless  otherwise  agreed by the
parties,  but shall not in any event be prior to  satisfaction  or waiver of the
conditions to Closing specified in Article VII of this Agreement.

     1.10 "Closing Time".  The time at which the Closing  actually  occurs.  All
events that are to occur at the Closing Time shall, for all purposes,  be deemed
to occur simultaneously,  except to the extent, if at all, that a specific order
of occurrence is otherwise described.

     1.11 "Code". The Internal Revenue Code of 1986, as amended and in effect on
the date the parties sign this Agreement.

     1.12 "Consideration". Ten million five hundred thousand (10,500,000) shares
of $.001 par value common stock of the  Purchaser to be issued by the  Purchaser
to the Seller at the Closing for the Acquired Assets ("Subject Shares").

     1.13 "Control". Generally, the power to direct the management or affairs of
an Entity.

     1.14  "Entity".  A corporation,  partnership,  sole  proprietorship,  joint
venture,  or other form of  organization  formed for the  conduct of a business,
whether active or passive.

     1.15  "ERISA".  The Employee  Retirement  Income  Security Act of 1974,  as
amended and in effect at the time of execution of this Agreement.

     1.16 "GAAP". Generally Accepted Accounting Principles,  as in effect on the
date of any  statement,  report  or  determination  that  purports  to be, or is
required to be, prepared or made in accordance with GAAP. All references in this
Agreement to financial statements prepared in accordance with GAAP shall mean in
accordance  with GAAP  consistently  applied  throughout  the  periods  to which
reference is made.

     1.17  "Inventories".  The  stock  of  raw  materials,  work-in-process  and
finished  goods,  including,  but not limited to,  finished goods  purchased for
resale, held by the Seller for manufacturing,  assembly, processing,  finishing,
sale,  or  resale  to others  from  time to time in the  ordinary  course of the
business of the Seller,  in the form in which such  inventories then are held or
after manufacturing, assembling, finishing, processing, incorporating with other
goods or items, refining, or similar processes.


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     1.18 "IRS". The Internal Revenue Service.

     1.19 "Liabilities".  At any time ("Determination Time"), the obligations of
a person or Entity, whether known or unknown,  contingent or absolute,  recorded
on its  books or not,  resulting  in any way  from  facts,  events,  agreements,
obligations or occurrences that existed, occurred or transpired at a prior point
in time, or resulted from the passage of time to the Determination Time, but not
including  obligations  accruing or payable after the Determination  Time to the
extent (but only to the extent) that such obligations (a) result from previously
existing agreements for services,  benefits,  or other  considerations,  and (b)
accrue  or  become  payable  with  respect  to  services,   benefits,  or  other
considerations received by the person or Entity after the Determination Time.

     1.20  "Multiemployer  Plan". A "multiemployer  plan," as defined in Section
3(37) of ERISA or  Section  414(f) of the Code,  or, in either  case,  successor
provisions to such provisions adopted by amendments to ERISA or the Code, as the
case may be, and  including,  in each case,  other  provisions of ERISA,  of the
Code, or of other law, and regulations  adopted  pursuant to ERISA, or the Code,
or such other law, modifying, amending, interpreting, or otherwise affecting the
application of such provisions, either in general or as applied to the nature or
circumstances  of a particular  Entity that is a party to, or is affected by, or
is involved in, the  Transaction and with respect to which Entity the use of the
term in this Agreement,  or in the particular  provision in this  Agreement,  is
relevant.

     1.21  "Payables".  Liabilities  of a party  resulting from the borrowing of
money or the incurring of obligations for merchandise or goods purchased.

     1.22 "Pension  Plan". A "pension plan" or "employee  pension benefit plan,"
as defined in Section 3(2) of ERISA or successor  provisions  to such  provision
adopted by  amendments to ERISA and  including  other  provisions of ERISA or of
other  law,  and  regulations  adopted  pursuant  to  ERISA or such  other  law,
modifying,  amending,  interpreting,  or otherwise  affecting the application of
such provision,  either in general or as applied to the nature or  circumstances
of a particular Entity that is a party to, or is affected by, or is involved in,
the  Transaction  and with  respect to which  Entity the use of the term in this
Agreement, or in the particular provision in this Agreement, is relevant.

     1.23 "Proprietary Rights". Trade secrets, copyrights,  patents, trademarks,
service  marks,  customer  lists,  and all similar types of intangible  property
developed,  created or owned by the Seller,  or used by the Seller in connection
with its business, whether or not the same are entitled to legal protection.

     1.24 "Purchaser".  Omega-Med  Corporation,  a Delaware corporation,  which,
pursuant to the provisions of this Agreement, is purchasing the Acquired Assets.

     1.25  "Receivables".  Accounts  receivable,  notes  receivable,  and  other
obligations


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presented  as assets on the  books,  records  and  financial  statements  of the
Entity, in accordance with GAAP,  indicating moneys owed, due and payable to the
Entity or person on whose financial statements such receivables are presented.

     1.26 "SEC". The Securities and Exchange Commission.

     1.27 "Seller". Alpha Mark, Inc., a Utah corporation, which, pursuant to the
provisions of this Agreement, is selling the Acquired Assets.

     1.28  "Subsidiary".  With  respect to any Entity,  another  Entity of which
fifty  percent (50%) or more of the  effective  voting  power,  or the effective
power to elect a majority of the board of directors or similar  governing  body,
or fifty  percent  (50%) or more of the true equity  interest,  is owned by such
first Entity, directly or indirectly.

     1.29 "Transaction". The sale of the Acquired Assets, subject to the Assumed
Liabilities,  for the  consideration  as  contemplated  by, and on the terms and
subject to the conditions of, this Agreement.

     1.30  "Welfare  Plan".  A "welfare  plan" or an "employee  welfare  benefit
plan," as defined  in  Section  3(1) of ERISA or  successor  provisions  to such
provision adopted by amendments to ERISA and including other provisions of ERISA
or of other law, and  regulations  adopted  pursuant to ERISA or such other law,
modifying,  amending,  interpreting,  or otherwise  affecting the application of
such provision,  either in general or as applied to the nature or  circumstances
of a particular Entity that is a party to, or is affected by, or is involved in,
the  Transaction  and with  respect to which  Entity the use of the term in this
Agreement, or in the particular provision in this Agreement, is relevant.

                                   ARTICLE II
                                THE TRANSACTION

     2.1 The Transaction.  On the Closing Date, and at the Closing Time, on, and
in all  instances  subject to,  each of the terms,  conditions,  provisions  and
limitations  specified  in this  Agreement,  the Seller  shall  sell,  transfer,
convey,  assign,  deliver  and  set  over  to  the  Purchaser,   by  instruments
satisfactory  in form and substance to the  Purchaser,  and the Purchaser  shall
acquire  from  the  Seller,   the  Acquired  Assets,   subject  to  the  Assumed
Liabilities,  and only those  Liabilities  and no others,  in  exchange  for the
Consideration.  The Seller  represents that the assets specified on Schedule 2.1
to this Agreement,  the provisions of which, by this reference,  are made a part
of this Agreement as though  specified  completely and specifically at length in
this Section 2.1 are all the assets reasonably  necessary for the conduct of the
Acquired  Business  in the  ordinary  course in the same manner as that in which
such  business has been  conducted in the  immediate  past,  including,  without
limitation, all Proprietary Rights of the Seller so used in the ordinary conduct
of the Acquired Business and all contract, warranty, and other intangible rights
relating to or arising out


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of such Acquired  Business.  Neither the Purchaser nor any of its  Affiliates is
assuming,  becoming liable for,  agreeing to discharge or in any manner becoming
in any way  responsible  for,  any of the  Liabilities  of the Seller other than
those expressly  specified on Schedule 2.1 and accepted by the Purchaser in this
Section 2.1.

         2.2  Delivery  of  Consideration.   The  certificates   evidencing  and
representing the Consideration shall be issued and delivered by the Purchaser to
the Seller on the Closing Date.

     2.3 Closing.  The Closing of the Transaction  shall occur at the offices of
Stepp & Beauchamp LLP, 1301 Dove Street,  Suite 460, Newport Beach,  California,
at 10:00 A.M. on  ____________,  or at such other place as the Purchaser and the
Seller may agree, on the Closing Date.

                                   ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller as follows:

     3.1  Organization  and  Qualification.  The Purchaser is a corporation duly
organized,  validly  existing and in good  standing  pursuant to the laws of its
jurisdiction  of  incorporation  and  has  the  requisite  corporate  power  and
authority to conduct its business as that business is now being  conducted.  The
Purchaser is duly qualified as a foreign  corporation to do business,  and is in
good standing,  in each jurisdiction where the character of the properties owned
or leased by it, or the nature of its activities,  is such that qualification as
a foreign corporation in that jurisdiction is required by law.

     3.2 Authority  Relative to This Agreement.  The Purchaser has the requisite
corporate  power and  authority  to carry out its  obligations  specified by the
provisions of this  Agreement.  The execution and delivery of this Agreement and
the  consummation of the  Transaction  have been duly authorized and approved by
the  requisite  corporate  authority  of the  Purchaser  and no other  corporate
proceedings on the part of the Purchaser are necessary to approve and adopt this
Agreement  or to approve the  consummation  of the  Transaction,  including  the
issuance and delivery of the Consideration.  The Purchaser has, and any officer,
director or  representative  executing  this  Agreement for and on behalf of the
Purchaser  has, the legal  capacity and authority to enter into and deliver this
Agreement.  This  Agreement  is a valid and legally  binding  obligation  of the
Purchaser and is enforceable completely against the Purchaser in accordance with
its terms, except as such enforceability may be limited by general principles of
equity,  bankruptcy,   insolvency,  moratorium  and  similar  laws  relating  to
creditors' rights generally, and subject to approval of any and all governmental
regulatory  agencies and authorities  having  jurisdiction  of the  relationship
between the parties  contemplated  by the  provisions of this  Agreement and the
Transaction.

     3.3 Absence of Breach; No Consents. The execution, delivery and performance
of this


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Agreement,  and the performance by the Purchaser of its obligations specified by
the provisions of this Agreement  (except for compliance  with any regulatory or
licensing laws applicable to the business of the Purchaser, all of which, to the
extent applicable to the Purchaser (and to the extent within its Control),  will
be satisfied in all material  respects prior to the Closing) do not (a) conflict
with,  and  will  not  result  in a  breach  of,  any of the  provisions  of the
Certificate of Incorporation or Bylaws of the Purchaser; (b) contravene any law,
rule or  regulation  of any state or  commonwealth,  the United  States  itself,
(except for compliance  with  regulatory or licensing laws, all of which, to the
extent  applicable to the Purchaser (and to the extent within the control of the
Purchaser), will be satisfied in all material respects prior to the Closing), or
any applicable foreign  jurisdiction,  or contravene any order, writ,  judgment,
injunction,  decree,  determination,   or  award  affecting  or  obligating  the
Purchaser,  in such a manner as to provide a basis for  enjoining  or  otherwise
preventing  consummation  of the  Transaction;  (c) conflict with or result in a
material  breach of or default  pursuant to any  material  indenture  or loan or
credit  agreement or any other  material  agreement or  instrument  to which the
Purchaser  is a party,  in such a manner as to provide a basis for  enjoining or
otherwise  preventing  consummation  of  the  Transaction;  or (d)  require  the
authorization,  consent, approval or license of any third party of such a nature
that the  failure  to obtain  the same would  provide a basis for  enjoining  or
otherwise preventing consummation of the Transaction.

     3.4  Brokers.  No broker,  finder or  investment  banker is entitled to any
brokerage, finder's or other fee or commission in connection with this Agreement
or the Transaction or any related transaction based upon any agreements, written
or oral, made by or on behalf of Purchaser or any of its Subsidiaries.

     3.5 No Undisclosed Liabilities. The Purchaser has no Liabilities which have
not been disclosed to the Seller in writing.

     3.6  Taxes.  The  Purchaser  has  properly  filed or caused to be filed all
federal,  state, local, and foreign income and other tax returns,  reports,  and
declarations that are required by applicable law to be filed by it and has paid,
or made full and  adequate  provision  for the payment of, all  federal,  state,
local,  and foreign income and other taxes properly due for the periods  covered
by such returns, reports, and declarations.

     3.7 Litigation.  No investigation or review by any governmental entity with
respect to the Purchaser is pending or threatened  (other than  inspections  and
reviews customarily made of businesses such similar to that the Purchaser),  nor
has any  governmental  entity indicated to the Purchaser an intention to conduct
the same. There is no action,  suit or proceeding  pending or threatened against
or affecting  the Purchaser at law or in equity,  or before any federal,  state,
municipal, or other governmental department,  commission, board, bureau, agency,
or instrumentality.

     3.8  Employees,  Etc.  There are no collective  bargaining,  bonus,  profit
sharing,


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compensation,  or  other  plans,  agreements,  trusts,  funds,  or  arrangements
maintained by the Purchaser for the benefit of directors,  officers or employees
of,  and there are no  employment,  consulting,  severance,  or  indemnification
arrangements,  agreements,  or understandings between the Purchaser,  on the one
hand,  and any  current or former  directors,  officers or other  employees  (or
Affiliates  thereof) of on the other hand.  The  Purchaser is not, and following
the  Closing  will not be,  obligated  by any  express  or implied  contract  or
agreement to employ, directly or as consultant or otherwise,  any person for any
specific period of time or until any specific age.

     3.9 Compliance  With Laws. The Purchaser is in compliance with all, and has
received no notice of any  violation of any, laws or  regulations  applicable to
its operations, including, without limitation, the laws and regulations relevant
to the use or utilization of premises,  or with respect to which compliance is a
condition  of engaging in any aspect of the  business of the  Purchaser  and the
Purchaser  has all permits,  licenses,  zoning  rights,  and other  governmental
authorizations necessary to conduct its business as presently conducted.

     3.10 Ownership of Assets. The Purchaser has good,  marketable and insurable
title, or valid, effective and continuing leasehold rights in the case of leased
property, to all real property (as to which, in the case of owned property, such
title is fee simple) and all personal  property  owned or leased by it in such a
manner as to create the  appearance or reasonable  expectation  that the same is
owned or leased by it; such  ownership  is free and clear of all liens,  claims,
encumbrances  and  charges,  except  liens  for  taxes  not yet  due  and  minor
imperfections  of title  and  encumbrances,  if any,  which,  singly  and in the
aggregate,  are not substantial in amount and do not materially detract from the
value of the property subject thereto or materially  impair the use thereof;  no
other person has any  ownership  or similar  right in, or  contractual  or other
right to acquire any such right in, any of such assets.  The Purchaser  does not
know of any  potential  action  by any  party,  governmental  or  other,  and no
proceedings with respect thereto have been instituted of which the Purchaser has
notice,  that  would  materially  affect the  Purchaser's  ability to use and to
utilize  each of its assets.  The  Purchaser  has  received no notices  from any
mortgagee regarding any of its leased properties.

     3.11  Proprietary   Rights.  The  Purchaser  possesses  full  and  complete
ownership of, or adequate and enforceable  long-term licenses or other rights to
use (without  payment),  all of its  Proprietary  Rights;  the Purchaser has not
received any notice of conflict  which asserts the rights of others with respect
thereto;  and the  Purchaser has in all material  respects  performed all of the
obligations  required  to be  performed  by it,  and is  not in  default  in any
material  respect,  pursuant to any agreement  relating to any such  Proprietary
Right.

     3.12 Subsidiaries. The Purchaser has no Subsidiaries.

     3.13 Trade Names.  The Purchaser has not utilized any  fictitious  business
names or similar  name in the conduct of its business or in the  utilization  of
its assets.


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     3.14 Employee  Benefit Plans. The Purchaser does not maintain or contribute
to any Pension Plan or any Welfare Plan, nor is the Purchaser presently, nor has
it been  within  the  last  six  (6)  years,  a  participating  employer  in any
Multiemployer Plan, affecting, in any case, employees of the Purchaser.

     3.15 Facilities.  The Purchaser's  facilities are (as to physical plant and
structure) structurally sound and none of the Purchaser's facilities, nor any of
the vehicles or other  equipment  used by the Purchaser in  connection  with its
business,  has any material defects and all of them are in all material respects
in good  operating  condition  and repair and are adequate for the uses to which
they are being put; none of Purchaser facilities, vehicles or other equipment is
in need of maintenance or repairs except for ordinary,  routine  maintenance and
repairs  which  are not  material  in nature or cost.  The  Purchaser  is not in
breach,  violation or default of any lease affecting the Purchaser's assets with
respect to, or as a result of, which the other party  (whether  lessor,  lessee,
sublessor,  or sublessee)  thereto has the right to terminate the same,  and the
Purchaser has not received notice of any claim or assertion that it is or may be
in any such breach, violation or default.

     3.16  Accounts  Receivable.   All  accounts  receivable  of  the  Purchaser
represent  transactions in the ordinary course of business,  and are current and
collectible.

     3.17  Inventories.  All  Inventories  of the Purchaser are of a quality and
quantity  usable and  salable in the  ordinary  course of  business,  except for
obsolete  items  and  items of  below-standard  quality,  all of  which,  in the
aggregate,  are  immaterial in amount.  Items included in such  Inventories  are
carried on the books of the Purchaser at the lower of cost or market and, in any
event, at not greater than their net realizable value, on an item by item basis,
after   appropriate   deduction  for  costs  of  completion,   marketing  costs,
transportation expense and allocation of overhead.

     3.18  Contracts.  The  Purchaser  is  not a  party  to or  affected  by any
contracts, agreements or understandings,  whether express or implied, written or
verbal; provided,  however, that the Purchaser, may be a party to or affected by
any such  contracts,  agreements,  or  understandings  that fall into one of the
following  categories:  (1)  those  that are  terminable  on notice of less than
thirty-two (32) days and do not involve payments or obligations of more than One
Thousand  Dollars  ($1,000.00) in any period of thirty-one (31) days or less (on
termination  or  otherwise);  or (2) those  that  involve  aggregate  payment or
obligation  remaining  unpaid as of the date of the  Agreement of less than Five
Thousand  Dollars  ($5,000.00).  The  Purchaser is not a party to any  executory
contract to sell or  transfer  any part of any  leasehold  interest in any asset
utilized by the Purchaser.  True and accurate copies of all such leases,  and of
all  amendments,   supplements,   extensions  and  modifications  thereof,  have
heretofore been delivered to the Seller by the Purchaser.

     3.19 Accounts Payable. The accounts payable of the Purchaser at the time of
the  Closing  will be all  amounts  owed by the  Purchaser  in  respect of trade
accounts due and other Payables of the Purchaser.

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<PAGE>



     3.20 Labor Matters.  There are no activities or  controversies,  including,
without  limitation,  any labor  organizing  activities,  election  petitions or
proceedings,  proceedings preparatory thereto, unfair labor practice complaints,
labor strikes, disputes,  slowdowns, or work stoppages,  pending or, to the best
of the  knowledge  of the  Purchaser,  threatened,  affecting  employees  of the
Purchaser.

     3.21  Insurance.  The Purchaser  has  insurance  policies in full force and
effect insuring the assets of the Purchaser and such insurance  policies provide
for coverages  which are usual and customary in the business of the Purchaser as
to amount and scope,  and are  adequate to protect  the assets of the  Purchaser
against  any   reasonably   foreseeable   risk  of  loss,   including   business
interruption. The Purchaser has not within the past three (3) years received any
notice of  cancellation of any insurance  agreement  affecting the assets of the
Purchaser.

     3.22 Title to and Utilization of Real  Properties.  The Purchaser owns fee,
simple,  insured title to all real property utilized and has the unbridled right
to use the same,  and is not aware of any claim,  notice or threat to the effect
that  its  right  to own and use  such  property  is  subject  in any way to any
challenge,  claim,  assertion  of rights,  proceedings  toward  condemnation  or
confiscation,  in whole or in part, or is otherwise  subject to challenge.  Each
parcel of real  property by the Purchaser in its business is free of any and all
hazardous wastes,  toxic substances,  or other types of contamination or matters
of  environmental  concern,  and the  Purchaser is not subject to any  Liability
resulting  from or  related to any such  wastes,  substances,  contaminants,  or
matters of  environmental  concern in  connection  with any such  property.  The
Purchaser  has, in  conjunction  with  acquiring  ownership  of, or property any
leasehold  interest  in, each parcel of real  property by the  Purchaser  in its
business  assets,  (1)  caused  an audit  and  examination  to be made as to the
existence  of  any  hazardous  wastes,   toxic  substances  or  other  types  of
contamination or matters of environmental  concern affecting each such property,
which  examination  indicated  that such  property  was free of any such wastes,
substances,  contaminants  or other matters of  environmental  concern,  and the
Purchaser  has delivered a copy of the report of such audit and  examination  to
the Seller;  and (2) obtained an appropriate  policy of title insurance insuring
the interest of the Purchaser in such property,  which insurance  policy was not
subject to any exceptions not  reasonably  acceptable in the ordinary  course of
business, and a copy of which has been delivered to the Seller.

     3.23 Full  Disclosure.  The  documents,  certificates,  and other  writings
furnished  or to be  furnished  by or on behalf of the  Purchaser  to the Seller
pursuant to the provisions of this  Agreement,  taken together in the aggregate,
do not and will not contain any untrue  statement of a material fact, or omit to
state any material fact necessary to make the  statements  made, in the light of
the circumstances under which they are made, not misleading.

     3.24  Capitalization;  the Subject Stock;  Related Matters.  The authorized
capital stock of


                                       10
<PAGE>


the Purchaser consists of thirty million  (30,000,000) shares of $.001 par value
common stock. There is no other capital stock authorized for issuance. As of the
date of this  Agreement,  there are zero (0) shares of such common  stock issued
and  outstanding.  The Subject Shares,  when issued,  will be duly,  legally and
validly issued and will be non-assessable.

     3.25  Options,  Warrants  and Other  Rights and  Agreements  Affecting  the
Purchaser's  Capital  Stock.  The Purchaser  has no  authorized  or  outstanding
options, warrants, calls, subscriptions, rights, convertible securities or other
securities,  as defined by the  provisions of the Securities Act of 1933 ("Act")
("Securities"), or any commitments, agreements, arrangement or understandings of
any manner or nature whatsoever  obligating the Purchaser,  in any such case, to
issue shares of the Purchaser's  capital stock or other securities or securities
convertible  into or evidencing the right to purchase  shares of the Purchaser's
capital  stock or other  Securities.  Neither  the  Purchaser  nor any  officer,
director,  or  shareholder  of  the  Purchaser  is a  party  to  any  agreement,
understanding,  arrangement  or commitment,  or obligated by an provision  which
creates any rights in any person with  respect to the  authorization,  issuance,
voting, sale or transfer of any shares of the Purchaser's capital stock or other
Securities.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser as follows:

     4.1  Organization  and  Qualification.  The  Seller is a  corporation  duly
organized,  validly  existing and in good  standing  pursuant to the laws of its
jurisdiction  of  incorporation  and  has  the  requisite  corporate  power  and
authority to conduct its business as that business is now being  conducted.  The
Seller is duly qualified as a foreign corporation to do business, and is in good
standing,  in each  jurisdiction  where the character of the properties owned or
leased by it, or the nature of its activities,  is such that  qualification as a
foreign corporation in that jurisdiction is required by law.

     4.2  Authority  Relative to This  Agreement.  The Seller has the  requisite
corporate  power and  authority  to carry out its  obligations  specified by the
provisions of this  Agreement.  The execution and delivery of this Agreement and
the  consummation of the  Transaction  have been duly authorized and approved by
the  requisite  corporate  authority  of  the  Seller  and  no  other  corporate
proceedings  on the part of the Seller are  necessary  to approve and adopt this
Agreement  or to approve the  consummation  of the  Transaction,  including  the
issuance  and delivery of the  Consideration,  except for  shareholder  approval
specified elsewhere in this Agreement. The Seller has, and any officer, director
or representative  executing this Agreement for and on behalf of the Seller has,
the legal capacity and authority to enter into and deliver this Agreement.  This
Agreement  is a valid  and  legally  binding  obligation  of the  Seller  and is
enforceable  completely against the Seller in accordance with its terms,  except
as  such  enforceability  may  be  limited  by  general  principles  of  equity,
bankruptcy,  insolvency,  moratorium  and similar  laws  relating to


                                       11
<PAGE>


creditors' rights generally, and subject to approval of any and all governmental
regulatory  agencies and authorities  having  jurisdiction  of the  relationship
between the parties  contemplated  by the  provisions of this  Agreement and the
Transaction.

     4.3  Absence  of  Breach;  No  Consents.   The  execution,   delivery,  and
performance  of  this  Agreement,  and  the  performance  by the  Seller  of its
obligations  hereunder,  do not (1)  contravene  any law,  ordinance,  rule,  or
regulation of any State or Commonwealth  or political  subdivision of the United
States except for and compliance with regulatory or licensing laws all of which,
to the extent  applicable to the Seller (and to the extent within the control of
the Seller),  will be satisfied in all material  respects prior to the Closing),
or of any  applicable  foreign  jurisdiction,  or  contravene  any order,  writ,
judgment,  injunction,  decree,  determination,  or award of any  court or other
authority  having  jurisdiction,  or cause the  suspension  or revocation of any
authorization, consent, approval, or license, presently in effect, which affects
or  obligates,  the Seller or all or any part of the  Acquired  Business  or any
material properties of the Acquired Business, except in any such case where such
contravention will not have a material adverse effect on the business, condition
(financial or otherwise),  operations or prospects of the Acquired  Business and
will not have a material  adverse effect on the validity of this Agreement or on
the validity of the consummation the Transaction; (2) conflict with or result in
a material  breach of or default under any material  indenture or loan or credit
agreement or any other  material  agreement or instrument to which the Seller or
any of part of the Acquired  Business is a party or by which any of the material
properties of the Acquired  Business may be affected or  obligated;  (3) require
the  authorization,  consent,  approval,  or license of any third party;  or (4)
constitute grounds for the loss or suspension of any permits, licenses, or other
authorizations used in the Acquired Business.

     4.4 Brokers.  No broker,  finder,  or investment  banker is entitled to any
brokerage,  finder's,  or  other  fee or  commission  in  connection  with  this
Agreement  or  the  Transaction  or  any  related  transaction  based  upon  any
agreements,  written  or oral,  made by or on  behalf  of  Seller  or any of its
Subsidiaries.  The  Seller  does not  have any  obligation  to pay  finder's  or
broker's fees or commissions in connection with the exercise of options to renew
or extend real estate leases to which the Seller is a party.

     4.5 No Undisclosed  Liabilities.  The Seller has no Liabilities relating to
or affecting  the Acquired  Business or the Acquired  Assets which have not been
disclosed to the Purchaser in writing. Without limiting the foregoing, (a) there
are no unpaid leasehold improvements at any of the Acquired Facilities for which
the Acquired  Business is or will be responsible,  and (b) there are no deferred
rents due to lessors at or with respect to any of such Acquired Facilities.

     4.6 Taxes. The Seller has properly filed or caused to be filed all federal.
state,  local,  and  foreign  income  and  other  tax  returns,   reports,   and
declarations  that are required by  applicable  law to be filed by them and that
relate to or in any way affect the Acquired Business or the Acquired Assets, and
have paid, or made full and adequate  provision for the payment of, all federal,
state,  local,  and foreign  income and other taxes properly due for the periods
covered by such returns, reports, and declarations.


                                       12
<PAGE>


     4.7 Litigation.  No investigation or review by any governmental entity with
respect  to the  Acquired  Business  or any of the  Acquired  Assets  or the use
thereof is pending or threatened (other than inspections and reviews customarily
made of  businesses  such as the Acquired  Business),  nor has any  governmental
entity  indicated to the Seller an  intention  to conduct the same.  There is no
action,  suit or  proceeding  pending or  threatened  against or  affecting  the
Acquired  Business  or the  Acquired  Assets at law or in equity,  or before any
federal, state, municipal, or other governmental department,  commission, board,
bureau, agency, or instrumentality.

     4.8  Employees,  Etc.  There are no collective  bargaining,  bonus,  profit
sharing,   compensation,   or  other  plans,   agreements,   trusts,  funds,  or
arrangements maintained by the Seller, and there are no employment,  consulting,
severance,  or  indemnification  arrangements,   agreements,  or  understandings
between the Seller,  on the one hand, and any current or former employees of the
Seller  (or  Affiliates  thereof)  on the other  hand.  The  Seller is not,  and
following the Closing will not be,  obligated by any express or implied contract
or agreement to employ,  directly or as consultant or otherwise,  any person for
any specific period of time or until any specific age.

     4.9 Compliance  With Laws.  The Acquired  Business and each of the Acquired
Assets is in compliance with all, and has received no notice of any violation of
any,  laws or  regulations  applicable  to its  operations,  including,  without
limitation,  the laws and  regulations  relevant  to the use or  utilization  of
premises,  or with respect to which compliance is a condition of engaging in any
aspect of the business of the Acquired  Business,  and the Acquired Business has
all permits,  licenses,  zoning rights,  and other  governmental  authorizations
necessary  to conduct its  business as presently  conducted.  All such  permits,
licenses,  zoning rights, and other governmental  authorizations will, as a part
and  consequence  of the  Transaction,  be  transferred  to the Purchaser at the
Closing.

     4.10  Ownership of Assets.  The Seller has good,  marketable  and insurable
title, or valid, effective and continuing leasehold rights in the case of leased
property, to all real property (as to which, in the case of owned property, such
title  is fee  simple)  and all  personal  property  owned or  leased  by it and
comprising a part of the Acquired Assets or the Acquired Business, or used by it
in the  conduct  of the  Acquired  Business  in such a manner as to  create  the
appearance  or  reasonable  expectation  that the same is owned or leased by it;
such ownership is free and clear of all liens, claims, encumbrances and charges,
except  liens  for  taxes  not yet due and  minor  imperfections  of  title  and
encumbrances, if any, which, singly and in the aggregate, are not substantial in
amount and do not  materially  detract  from the value of the  property  subject
thereto or materially impair the use thereof;  no other person has any ownership
or similar right in, or contractual or other right to acquire any such right in,
any of such assets;  and such ownership will be conveyed to the Purchaser at the
Closing pursuant to the  Transaction.  The Seller does not know of any potential
action by any party,  governmental  or other,  and no  proceedings  with respect
thereto  have been


                                       13
<PAGE>


instituted  of which the Seller has  notice,  that would  materially  affect the
Seller's  ability to use and to utilize  each of such assets in the  business of
the Acquired  Business.  The Seller has  received no notices from any  mortgagee
regarding  any leased  properties  of the  Acquired  Business  or the  leasehold
interest in which comprises any part of the Acquired Assets.

     4.11 Proprietary  Rights.  The Seller possesses full and complete ownership
of, or  adequate  and  enforceable  long-term  licenses  or other  rights to use
(without  payment),  all  Proprietary  Rights used in the  Acquired  Business or
utilized  in  conjunction  with the  Acquired  Assets,  and all such  ownership,
license or other  rights  shall be  conveyed  to the  Purchaser  at the  Closing
pursuant to the Transaction;  the Seller has not received any notice of conflict
which asserts the rights of others with respect  thereto;  and the Seller has in
all material respects performed all of the obligations  required to be performed
by it, and is not in default in any material respect,  pursuant to any agreement
relating to any such Proprietary Right.

     4.12 Trade Names.  The Seller has not  utilized any trade name,  fictitious
business  name,  or other  similar  name to  conduct  any  part of the  Acquired
Business  or to utilize  any of the  Acquired  Assets  during the ten (10) years
preceding the date of this Agreement.

     4.13 Employee  Benefit Plans. The Seller does not maintain or contribute to
any Pension Plan or Welfare Plan, nor is the Seller  presently,  nor has it been
within the last six (6) years,  a  participating  employer in any  Multiemployer
Plan, affecting, in any case, employees of the Acquired Business or employees of
the Sellers.

     4.14  Facilities.  The Acquired  Facilities  are (as to physical  plant and
structure)  structurally sound and none of the Acquired  Facilities,  nor any of
the vehicles or other equipment used by the Acquired Business in connection with
its  business,  has any  material  defects  and all of them are in all  material
respects in good operating condition and repair and are adequate for the uses to
which they are being put;  none of such Acquired  Facilities,  vehicles or other
equipment is in need of  maintenance  or repairs  except for  ordinary,  routine
maintenance  and repairs which are not material in nature or cost. The Seller is
not in breach, violation or default of any lease affecting the Acquired Business
or the Acquired Assets with respect to, or as a result of, which the other party
(whether  lessor,  lessee,  sublessor,  or  sublessee)  thereto has the right to
terminate  the same,  and the  Seller  has not  received  notice of any claim or
assertion that it is or may be in any such breach, violation or default.

     4.15 Accounts  Receivable.  All accounts receivable of the Seller represent
transactions  in  the  ordinary   course  of  business,   and  are  current  and
collectible.

     4.16  Inventories.  All  Inventories  of the  Seller  are of a quality  and
quantity  usable and  salable in the  ordinary  course of  business,  except for
obsolete  items  and  items of  below-standard  quality,  all of  which,  in the
aggregate,  are  immaterial in amount.  Items included in such  Inventories  are
carried  on the books of the Seller at the lower of cost or market  and,  in any
event,


                                       14
<PAGE>


at not greater than their net realizable value, on an item by item basis,  after
appropriate deduction for costs of completion,  marketing costs,  transportation
expense and allocation of overhead.

     4.17  Contracts.  The  Acquired  Assets and the  Acquired  Business are not
parties to or affected by any contracts,  agreements or understandings,  whether
express or implied,  written or verbal;  provided,  however,  that the  Acquired
Assets or the  Acquired  Business  may be  parties  to or  affected  by any such
contracts,  agreements,  or  understandings  that fall into one of the following
categories: (1) those that are terminable on notice of less than thirty-two (32)
days and do not  involve  payments  or  obligations  of more  than One  Thousand
Dollars  ($1,000.00)  in  any  period  of  thirty-one  (31)  days  or  less  (on
termination  or  otherwise);  or (2) those  that  involve  aggregate  payment or
obligation  remaining  unpaid as of the date of the  Agreement of less than Five
Thousand  Dollars  ($5,000.00).  The  Seller  is not a  party  to any  executory
contract to sell or transfer any part of any leasehold  interest included in the
Acquired Assets or utilized by the Acquired  Business.  True and accurate copies
of  all  such  leases,  and  of  all  amendments,  supplements,  extensions  and
modifications  thereof,  have  heretofore been delivered to the Purchaser by the
Seller.

     4.18 Accounts  Payable.  The accounts  payable of the Seller at the time of
the Closing will be all amounts owed by the Seller in respect of trade  accounts
due and other  Payables of the  Acquired  Business  or relating to the  Acquired
Assets.

     4.19 Labor Matters.  There are no activities or  controversies,  including,
without  limitation,  any labor  organizing  activities,  election  petitions or
proceedings,  proceedings preparatory thereto, unfair labor practice complaints,
labor strikes, disputes,  slowdowns, or work stoppages,  pending or, to the best
of the knowledge of the Seller, threatened, affecting employees of the Seller.

     4.20 Insurance.  The Seller has insurance policies in full force and effect
insuring  the  Acquired  Assets and the Acquired  Business,  and such  insurance
policies  provide for coverages which are usual and customary in the business of
the  Acquired  Business as to amount and scope,  and are adequate to protect the
Acquired  Business against any reasonably  foreseeable  risk of loss,  including
business  interruption.  The  Seller  has not  within  the past  three (3) years
received any notice of  cancellation  of any insurance  agreement  affecting the
Acquired Assets or the Acquired Business.

     4.21 Title to and  Utilization  of Real  Properties.  The Seller  owns fee,
simple,  insured title to all real property  included in the Acquired Assets and
has the unbridled  right to use the same, and is not aware of any claim,  notice
or threat to the effect  that its right to own and use such  property is subject
in any way to any  challenge,  claim,  assertion of rights,  proceedings  toward
condemnation or  confiscation,  in whole or in part, or is otherwise  subject to
challenge.  Each parcel of real property the ownership of, or leasehold interest
in, which is included among the Acquired Assets is free of any and all hazardous
wastes,  toxic  substances,  or  other  types of


                                       15
<PAGE>


contamination or matters of environmental concern, and the Seller is not subject
to any  Liability  resulting  from or  related to any such  wastes,  substances,
contaminants,  or matters of  environmental  concern in connection with any such
property.  The Seller has, in conjunction  with  acquiring  ownership of, or any
leasehold  interest  in,  each  parcel of real  property  the  ownership  of, or
leasehold  interest in, which is included among the Acquired Assets,  (1) caused
an audit and examination to be made as to the existence of any hazardous wastes,
toxic  substances or other types of  contamination  or matters of  environmental
concern  affecting each such  property,  which  examination  indicated that such
property was free of any such wastes, substances,  contaminants or other matters
of environmental  concern,  and the Seller has delivered a copy of the report of
such audit and  examination  to the  Purchaser;  and (2) obtained an appropriate
policy of title insurance  insuring the interest of the Seller in such property,
which  insurance  policy  was  not  subject  to any  exceptions  not  reasonably
acceptable  in the  ordinary  course of  business,  and a copy of which has been
delivered to the Purchaser.

     4.22 Full  Disclosure.  The  documents,  certificates,  and other  writings
furnished  or to be  furnished  by or on behalf of the  Seller to the  Purchaser
pursuant to the provisions of this  Agreement,  taken together in the aggregate,
do not and will not contain any untrue  statement of a material fact, or omit to
state any material fact necessary to make the  statements  made, in the light of
the circumstances under which they are made, not misleading.

     4.23  The  Seller's  Acquisition  Intention.  The  Subject  Shares  will be
acquired by the Seller (i) for the Seller's  own account as a principal  and not
as a nominee or as an agent;  (ii) for investment  purposes only; and (iii) with
no  contemplation  of,  or for  resale  regarding,  any  distribution  or public
offering of all or any portion of the Subject  Shares  within the meaning of the
Act. The Seller has no intention, agreement or arrangement to divide the Subject
Shares,  or any of them, with any other person or to resell,  assign,  transfer,
convey or otherwise dispose of all or any part of the Subject Shares, unless and
until the Seller determines, at some future date, changed circumstances,  not in
contemplation  at the time of the acquisition of the Subject  Shares,  make such
disposition available.

     4.24 Exemption from  Registration.  The Subject Shares (i) are "securities"
as that  term  is  defined  by the  provisions  of the  Act  and the  California
Corporate  Securities  Law of 1968  ("Blue  Sky Law") and (ii) have not been (a)
registered  pursuant to the provisions of the Act or (b) qualified or registered
pursuant to the  requirements  of the Blue Sky Law, by reason of the delivery of
such  Subject  Shares  in  a  transaction   exempt  from  the  (1)  registration
requirements  of the Act pursuant to the  provisions  of Section 4(2) of the Act
and  (2)  qualification  requirements  of  the  Blue  Sky  Law  pursuant  to the
provisions  of Section 25102  subdivision  (f) of the Blue Sky Law and the rules
and regulations  promulgated  pursuant thereto. The Seller also understands that
the Subject  Shares (1) are  "restricted  securities" as that term is defined by
the provisions of Rule 144 promulgated pursuant to the Act; and (2) must be held
by the Seller  indefinitely,  unless a  subsequent  disposition  of the  Subject
Shares is  registered  pursuant to the  provisions  of the Act or is exempt from
such  registration.


                                       16
<PAGE>


     4.25  Evaluation of Risks.  The Seller has such knowledge and experience in
business  and  financial  matters that the Seller is capable of  evaluating  the
Purchaser  and the  proposed  activities  thereof,  the risks and  merits of the
Subject Shares and of making an informed decision thereon, and the Seller is not
utilizing any other person regarding the evaluation of those risks and merits.

                                    ARTICLE V
                           COVENANTS OF THE PURCHASER

     5.1  Affirmative  Covenants.  From the date of this  Agreement  through the
Closing Date, the Purchaser will take every action reasonably  required of it in
order to satisfy  the  conditions  to closing  set forth in this  Agreement  and
otherwise to ensure the prompt and  expedient  consummation  of the  Transaction
substantially  as contemplated by this Agreement,  and will exert all reasonable
efforts to cause the Transaction to be consummated;  provided,  however,  in all
instances  that  the  representations  and  warranties  of the  Seller  in  this
Agreement are and remain true and accurate and that the covenants and agreements
of the Seller in this  Agreement  are  honored  and that the  conditions  to the
obligations  of the Purchaser  set forth in this  Agreement are not incapable of
satisfaction.

     5.2  Cooperation.  The Purchaser  shall  cooperate  with the Seller and its
counsel,  accountants  and agents in every way in carrying out the  Transaction,
and in delivering all documents and instruments  deemed reasonably  necessary or
useful by counsel to the Seller.

     5.3 Expenses. Whether or not the Transaction is consummated,  all costs and
expenses  incurred by the  Purchaser in connection  with this  Agreement and the
Transaction  shall  be paid  by the  Purchaser,  except  as  otherwise  provided
(directly or indirectly) herein.

     5.4  Publicity.  Prior to the  Closing  any  written  news  releases by the
Purchaser  pertaining to this Agreement or the Transaction shall be submitted to
the Seller for review and approval prior to release by the Purchaser,  and shall
be released only in a form approved by the Seller;  provided,  however, that (1)
such  approval  shall not be  unreasonably  withheld,  and (2) such  review  and
approval  shall not be required of releases by the Purchaser if prior review and
approval  would  prevent  the timely and  accurate  dissemination  of such press
release as required to comply,  in the judgment of counsel,  with any applicable
law, rule or policy.

     5.5 Access and Information. The Purchaser shall afford to the Seller and to
the Seller's accountants,  counsel, and other representatives  reasonable access
during normal  business hours  throughout the period prior to the Closing to all
of its properties,  books, contracts,  commitments,  records (including, but not
limited to, tax returns),  and personnel  relating to the Purchaser and,  during
such period,  the Purchaser shall furnish promptly to the Seller (1) all written
communications  relating to the business of the Purchaser,  (2) internal monthly
financial  statements of the Purchaser when and as available,  and (3) all other
information  relating  to the  business  of the  Purchaser  as  the  Seller  may
reasonably  request,  but no  investigation  pursuant to this  Section 5.5


                                       17
<PAGE>


shall  affect  any  representations  or  warranties  of  the  Purchaser  or  the
conditions to the  obligations of the Seller to consummate the  Transaction.  In
the event of the termination of this Agreement,  the Seller will, and will cause
its representatives to, deliver to the Purchaser or destroy all documents,  work
papers,  and other material,  and all copies  thereof,  obtained by it or on its
behalf  from  the  Purchaser  as a result  of this  Agreement  or in  connection
herewith,  whether so obtained  before or after the execution  hereof,  and will
hold in confidence all confidential information that has been designated as such
by the Purchaser in writing or by appropriate and obvious notation, and will not
use any such confidential information except in connection with the Transaction,
until such time as such information is otherwise publicly available.  Seller and
its  representatives  shall assert  their rights  hereunder in such manner as to
minimize interference with the business of the Purchaser.

     5.6 Conduct of Business Pending the Transaction.  Prior to the consummation
of the Transaction or the  termination of this Agreement  pursuant to its terms,
unless the Seller shall otherwise consent in writing, which consent shall not be
unreasonably  withheld or delayed, and except as otherwise  contemplated by this
Agreement, the Purchaser will comply with each of the following:

     (1)  The business of the Purchaser  will be conducted  only in the ordinary
          and usual  course,  the  Purchaser  shall  keep  intact  the  business
          organization  and goodwill of the its  business,  keep  available  the
          services  of  the   employees  of  the  Purchaser  and  maintain  good
          relationships  with  suppliers,   lenders,  creditors,   distributors,
          employees,   customers  and  others   having   business  or  financial
          relationships with the Purchaser,  and the Purchaser shall immediately
          notify the Seller of any event or occurrence or emergency material to,
          and  not  in the  ordinary  and  usual  course  of  business  of,  the
          Purchaser.

     (2)  The  Purchaser  shall not  create,  incur or assume any  long-term  or
          short-term  indebtedness  for  money  borrowed  or  make  any  capital
          expenditures  or commitment  for capital  expenditures,  affecting the
          business of the Purchaser.

     (3)  The  Purchaser  shall not (a) adopt,  enter into,  or amend any bonus,
          profit  sharing,   compensation,   stock  option,  warrant,   pension,
          retirement, deferred compensation, employment, severance, termination,
          or other employee benefit plan, agreement,  trust fund, or arrangement
          for the benefit or welfare of any  employees  of the  Purchaser or (b)
          agree  to  any  material  (in  relation  to  historical  compensation)
          increase in the  compensation  payable or to become payable to, or any
          increase in the contractual term of employment of, any such employee.

     (4)  The Purchaser shall not sell, lease, mortgage,  encumber, or otherwise
          dispose of or grant any interest in any of its assets.

     (5)  The  Purchaser  shall not  enter  into,  or  terminate,  any  material
          contract,  agreement,


                                       18
<PAGE>


          commitment,  or understanding relating to or affecting the business of
          the Purchaser.

     (6)  The  Purchaser  shall not enter  into any  agreement,  commitment,  or
          understanding, whether in writing or otherwise, with respect to any of
          the matters referred to in subparagraphs (1) through (5) above.

     (7)  The Purchaser will continue properly and promptly to file when due all
          federal,  state, local,  foreign, and other tax returns,  reports, and
          declarations  required  to be filed by it, and will pay,  or make full
          and adequate  provision for the payment of, all taxes and governmental
          charges due from or payable by it.

     (8)  The Purchaser will comply with all laws and regulations  applicable to
          the operations of the Purchaser.

     (9)  The  Purchaser  will  maintain  in full  force  and  effect  insurance
          coverage  relating to its  business of a type and amount  customary in
          the  business of the  Purchaser  (but not less than that  presently in
          effect).

     5.7  Updating of  Exhibits.  The  Purchaser  shall notify the Seller of any
changes, additions or events which may cause any change in or addition or events
to any  schedules  or  exhibits  delivered  by the  Purchaser  pursuant  to this
Agreement,  promptly  after the occurrence of the same and at the Closing by the
delivery of updates of all schedules and exhibits. No notification made pursuant
to this  section  shall be deemed to cure any  breach of any  representation  or
warranty made in this Agreement,  unless the Seller  specifically agrees thereto
in writing nor shall any such  notification  be considered to constitute or give
rise to a waiver by the Seller of any condition set forth in this Agreement.

     5.8  Issuance  and  delivery  of the  Consideration.  On the  Closing,  the
Purchaser  shall  issue or  caused  to be  issued  to the  Seller a  certificate
evidencing  ten  million  five  hundred  thousand  (10,500,000)  shares  of  the
Purchaser's  $.001 par value common  stock;  which  certificates  shall  specify
appropriate legends regarding the restricted nature of those shares.

                                   ARTICLE VI
                             COVENANTS OF THE SELLER

     6.1 Affirmative  Covenants.  From the date hereof through the Closing Date,
the Seller  will take every  action  reasonably  required  of it to satisfy  the
conditions  to closing set forth in this  Agreement  and otherwise to ensure the
prompt  and  expedient   consummation  of  the  Transaction   substantially   as
contemplated  hereby,  and will  exert  all  reasonable  efforts  to  cause  the
Transaction  to be  consummated;  provided,  however,  in all instances that the
representations and warranties of the Purchaser in this Agreement are and remain
true and accurate and that the covenants


                                       19
<PAGE>


and  agreements  of the  Purchaser  in this  Agreement  are correct and that the
conditions to the  obligations of the Seller set forth in this Agreement are not
incapable of satisfaction.

     6.2 Name. The Seller agrees that following consummation of the Transaction,
neither it nor any Entity under its control or Affiliated with it shall make any
attempt  to make any use of any name  under  which  the  Acquired  Business  has
conducted  business,  or authorize  others to do so,  without the consent of the
Purchaser.

     6.3 Access and Information. The Seller shall afford to the Purchaser and to
the  Purchaser's  accountants,  counsel,  and other  representatives  reasonable
access during normal  business hours  throughout the period prior to the Closing
to all of its properties, books, contracts, commitments, records (including, but
not limited to, tax returns),  and personnel  relating to the Acquired Assets or
the Acquired Business and, during such period, the Seller shall furnish promptly
to the Purchaser (1) all written communications  relating to the Acquired Assets
or the Acquired  Business,  (2) internal  monthly  financial  statements  of the
Acquired Business when and as available,  and (3) all other information relating
to the Acquired Assets or the Acquired  Business as the Purchaser may reasonably
request,  but no  investigation  pursuant to this  Section 6.4 shall  affect any
representations   or  warranties  of  the  Seller,  or  the  conditions  to  the
obligations of the Purchaser to consummate the Transaction.  In the event of the
termination  of  this  Agreement,   the  Purchaser  will,  and  will  cause  its
representatives to, deliver to the Seller or destroy all documents, work papers,
and other material, and all copies thereof, obtained by it or on its behalf from
the Seller as a result of this Agreement or in connection  herewith,  whether so
obtained before or after the execution  hereof,  and will hold in confidence all
confidential  information  that has been  designated  as such by the  Seller  in
writing  or by  appropriate  and  obvious  notation,  and  will not use any such
confidential  information except in connection with the Transaction,  until such
time as such  information  is otherwise  publicly  available.  Purchaser and its
representatives  shall  assert  their  rights  hereunder  in such  manner  as to
minimize interference with the business of the Seller.

     6.4 No  Solicitation.  The Seller and those  acting on behalf of the Seller
will not,  and the  Seller  will use its best  efforts  to cause its  employees,
agents, and  representatives  (including any investment banker) not, directly or
indirectly,  to  solicit,  encourage,  or  initiate  any  discussions  with,  or
negotiate or otherwise deal with, or provide any  information  to, any person or
Entity  other  than the  Purchaser  and its  officers,  employees,  and  agents,
relating to the Acquired Assets or the Acquired Business. The Seller will notify
the  Purchaser  immediately  upon  receipt  of any  inquiry,  offer or  proposal
relating to any of the foregoing. None of the foregoing shall prohibit providing
information  to others in a manner in keeping with the  ordinary  conduct of the
Seller's business, or providing information to government authorities.

     6.5 Conduct of Business Pending the  Transaction.  The Seller covenants and
agrees with the Purchaser that,  prior to the consummation of the Transaction or
the  termination of this Agreement  pursuant to its terms,  unless the Purchaser
shall  otherwise  consent in writing,  which consent  shall not be  unreasonably
withheld or delayed, and except as otherwise contemplated by


                                       20
<PAGE>


this Agreement, the Seller's will comply with each of the following:

     (1)  The Acquired  Business,  and the other  businesses  of the Seller that
          relate  to,  use or  affect  the  Acquired  Assets,  if  any,  will be
          conducted only in the ordinary and usual course, the Seller shall keep
          intact  the  business   organization  and  goodwill  of  the  Acquired
          Business,  keep  available the services of the employees of the Seller
          and maintain good  relationships with suppliers,  lenders,  creditors,
          distributors,  employees,  customers  and others  having  business  or
          financial  relationships  with  the  Acquired  Business,  and it shall
          immediately  notify  the  Purchaser  of any  event  or  occurrence  or
          emergency  material  to, and not in the  ordinary  and usual course of
          business of, the Acquired  Business or affecting  any material part of
          the Acquired Assets.

     (2)  The  Seller  shall  not  create,  incur or  assume  any  long-term  or
          short-term  indebtedness  for  money  borrowed  or  make  any  capital
          expenditures  or commitment  for capital  expenditures,  affecting the
          Acquired  Business  or any  of  the  Acquired  Assets,  except  in the
          ordinary course of business and consistent with past practice.

     (3)  The Seller shall not (a) adopt, enter into, or amend any bonus, profit
          sharing,  compensation,  stock option, warrant,  pension,  retirement,
          deferred compensation,  employment,  severance,  termination, or other
          employee benefit plan,  agreement,  trust fund, or arrangement for the
          benefit or welfare of any employees of the Seller, or (b) agree to any
          material  (in  relation to  historical  compensation)  increase in the
          compensation  payable or to become  payable to, or any increase in the
          contractual term of employment of, any such employee.

     (4)  The Seller shall not sell,  lease,  mortgage,  encumber,  or otherwise
          dispose of or grant any interest in any of the Acquired  Assets except
          for  sales,  encumbrances  and  other  dispositions  or  grants in the
          ordinary  course of business of the Acquired  Business and  consistent
          with past practice and except for liens for taxes not yet due or liens
          or  encumbrances  that are not material in amount or effect and do not
          impair the use of the  property,  or as  specifically  provided for or
          permitted in this Agreement.

     (5)  The Seller shall not enter into, or terminate,  any material contract,
          agreement,  commitment,  or understanding relating to or affecting the
          Acquired Assets or the Acquired Business.

     (6)  The  Seller  shall  not  enter  into  any  agreement,  commitment,  or
          understanding, whether in writing or otherwise, with respect to any of
          the matters referred to in subparagraphs (1) through (5) above.


                                       21
<PAGE>


     (7)  The Seller will  continue  properly  and promptly to file when due all
          federal,  state, local,  foreign, and other tax returns,  reports, and
          declarations  required  to be filed  by it  relating  to the  Acquired
          Assets  or the  Acquired  Business,  and will  pay,  or make  full and
          adequate  provision  for the  payment  of, all taxes and  governmental
          charges due from or payable by it relating to the  Acquired  Assets or
          the Acquired Business.

     (8)  The Seller will comply with all laws and regulations applicable to the
          operations  of  the  Acquired  Business  and  the  utilization  of the
          Acquired Assets.

     (9)  The Seller will maintain in full force and effect  insurance  coverage
          relating to the Acquired Assets or the Acquired Business of a type and
          amount  customary in the business of the  Acquired  Business  (but not
          less than that presently in effect).

     6.6  Cooperation.  The Seller will  cooperate  with the  Purchaser  and its
counsel,  accountants,  and agents in every way in consummating  and closing the
Transaction  and in delivering all documents and instruments  deemed  reasonably
necessary or useful by the Purchaser.

     6.7 Expenses. Whether or not the Transaction is consummated,  all costs and
expenses  incurred  by the  Seller in  connection  with this  Agreement  and the
Transaction shall be paid by the Seller except as otherwise  provided  (directly
or indirectly) herein.

     6.8 Publicity. Prior to the Closing any written news releases by the Seller
relating  to  this  Agreement  or the  Transaction  shall  be  submitted  to the
Purchaser for review and approval  prior to release by the Seller,  and shall be
released only in a form approved by the Purchaser.

     6.9 Updating of Exhibits and Disclosure Documents.  The Seller shall notify
the Purchaser of any changes, additions, or events which may cause any change in
or  addition  to any  schedules  or  exhibits  delivered  by it pursuant to this
Agreement  promptly after the occurrence of the same and again at the Closing by
delivery of  appropriate  updates to all such  schedules and  exhibits.  No such
notification made pursuant to this section shall be deemed to cure any breach of
any  representation  or warranty  made in this  Agreement,  unless the Purchaser
specifically  agrees  thereto  in  writing  nor shall any such  notification  be
considered  to  constitute  or give  rise to a waiver  by the  Purchaser  of any
condition set forth in this Agreement.

     6.10 Payment of Unassumed  Liabilities.  The Seller agrees  promptly to pay
when due, or otherwise to discharge,  without cost or expense to the  Purchaser,
each and every Liability of the Seller that is not  specifically  assumed by the
Purchaser pursuant to this Agreement, as described in Section 2.1 above.

     6.11 Continued  Action Regarding  Exemption.  The Seller shall take any and
all  additional  action  which is  necessary  or  appropriate  to  maintain  the
exemptions from registration


                                       22
<PAGE>


and  qualification  provided  by  Section  4(2)  of the Act  and  Section  25102
subdivision  (f) of the Blue Sky Law and the rules and  regulations  promulgated
pursuant thereto.

                                   ARTICLE VII
                              CONDITIONS TO CLOSING

     7.1 Conditions to Obligation of Purchaser.  The obligation of the Purchaser
to effect the Transaction shall be subject to the fulfillment at or prior to the
Closing of the  following  conditions,  unless the  Purchaser  shall  waive such
fulfillment in writing:

     (1)  This Agreement and the Transaction  shall have received all approvals,
          consents,  authorizations,  and waivers  from  governmental  and other
          regulatory  agencies  and  other  third  parties  (including  lenders,
          holders of debt  securities  and lessors)  required to consummate  the
          Transaction.

     (2)  There shall not be in effect a preliminary or permanent  injunction or
          other  order  by any  federal  or  state  court  which  prohibits  the
          consummation of the Transaction.

     (3)  The Seller shall have  performed in all material  respects each of its
          agreements and obligations specified in this Agreement and required to
          be performed on or prior to the Closing and shall have  complied  with
          all material  requirements,  rules,  and regulations of all regulatory
          authorities having jurisdiction relating to the Transaction.

     (4)  No material  adverse  change shall,  in the judgment of the Purchaser,
          have taken place in the business  condition  (financial or otherwise),
          operations,  or  prospects  of the  Acquired  Business or the Acquired
          Assets since the date of this Agreement other than those, if any, that
          result from the changes permitted by this Agreement.

     (5)  The  representations  and  warranties  of the Seller set forth in this
          Agreement  shall be true in all  material  respects  as of the date of
          this Agreement and, except in such respects as, in the judgment of the
          Purchaser,  do not  materially  and  adversely  affect  the  business,
          condition  (financial or otherwise),  operations,  or prospects of the
          Acquired  Business or the Acquired  Assets,  as of the Closing,  as if
          made as of the Closing.

     (6)  The  Purchaser  shall  have  received  from the  Seller  an  officers'
          certificate,  executed  by  the  Chief  Executive  Officer  and  Chief
          Financial  Officer of the Seller (in their capacities as such),  dated
          the  Closing  Date,  as to  the  satisfaction  of  the  conditions  in
          Paragraphs (3), (4), and (5) of this section.

     7.2 Conditions to Obligation of the Seller. The obligation of the Seller to
effect the  Transaction  shall be subject to the  fulfillment at or prior to the
Closing  of the  following  conditions,  unless  the  Seller  shall  waive  such
fulfillment in writing:


                                       23
<PAGE>


     (1)  This Agreement and the Transaction  shall have received all approvals,
          consents,  authorizations,  and waivers  from  governmental  and other
          regulatory  agencies  and  other  third  parties  (including  lenders,
          holders of debt  securities and lessors  required by law to consummate
          the Transaction.

     (2)  There shall not be in effect a preliminary or permanent  injunction or
          other  order by any federal or state  authority  which  prohibits  the
          consummation of the Transaction.

     (3)  The  Purchaser  shall have  performed  in all  material  respects  its
          agreements and obligations  specified in this Agreement required to be
          performed on or prior to the Closing.

     (4)  The  representations and warranties of the Purchaser set forth in this
          Agreement  shall be true in all  material  respects  as of the date of
          this Agreement  and,  except in such respects as do not materially and
          adversely affect the business of the Purchaser, as of the Closing Date
          as if made as of the Closing Date.

     (5)  The  Seller  shall  have  received  from the  Purchaser  an  officers'
          certificate,  executed  by the Chief  Financial  Officer and the Chief
          Executive  Officer of the  Purchaser  (in their  capacities  as such),
          dated the Closing Date, as to the  satisfaction  of the  conditions of
          Paragraphs  (3)  and  (4) of  this  section  (to  the  best  of  their
          knowledge).

                                  ARTICLE VIII
              DOCUMENTS TO BE DELIVERED AND INSTRUMENTS AT CLOSING

     8.1 The  Purchaser  to the Seller.  On the  Closing,  the  Purchaser  shall
deliver or cause to be delivered the following  instruments and documents to the
Seller:

     (1)  A certificate  evidencing  and  representing  ten million five hundred
          thousand (10,500,000) shares of the Purchaser's $.001 par value common
          stock, which certificates shall specify  appropriate legends regarding
          the restricted nature of those shares; and

     (2)  The Officers' Certificate  contemplated by the provisions of Paragraph
          (5) of Section 7.2 of this Agreement.

     8.2 The Seller to the Purchaser.  On the Closing,  the Seller shall deliver
or  cause  to be  delivered  the  following  instruments  and  documents  to the
Purchaser:

     (1)  A Bill of Sale,  executed by the  President  and the  Secretary of the
          Seller, pursuant to which title to the Acquired Assets are transferred
          and vested in the Purchaser; and


                                       24
<PAGE>


     (2)  The Officers' Certificate  contemplated by the provisions of Paragraph
          (6) of Section 7.1 of this Agreement.

                                   ARTICLE IX
                          TERMINATION, AMENDMENT WAIVER

     9.1  Termination.  This Agreement and the  Transaction may be terminated at
any time prior to the Closing:

     (1)  By mutual consent of the Purchaser and the Seller; or

     (2)  By either  Purchaser or the Seller,  upon written notice to the other,
          if the  conditions  to such  party's  obligations  to  consummate  the
          Transaction,  in the case of Purchaser, as specified in Section 7.1 of
          this Agreement,  or, in the case of the Seller, as provided in Section
          7.2 of this Agreement, were not, or cannot reasonably be, satisfied on
          or before  September 30, 1999,  unless the failure of condition is the
          result of the material  breach of this  Agreement by the party seeking
          to terminate this Agreement.

     9.2  Amendment.  This  Agreement  may be amended by the  Purchaser  and the
Seller by action taken at any time. This Agreement may not be amended, except by
an instrument in writing signed on behalf of the Purchaser and the Seller.

     9.3 Waiver.  At any time prior to the Closing,  the Purchaser or the Seller
may (i) extend the time for the  performance of any of the  obligations or other
acts of the other party, (ii) waive any inaccuracies in the  representations and
warranties  specified in this Agreement or in any document delivered pursuant to
this  Agreement,  or  (iii)  waive  compliance  with  any of the  agreements  or
conditions specified in this Agreement.  Any agreement on the part of a party to
any such  extension or waiver shall be valid only if set forth in an  instrument
in writing signed on behalf of such party.

                                    ARTICLE X
                               GENERAL PROVISIONS

     10.1. Notices. Any notice, direction or instrument required or permitted to
be given pursuant to this  Agreement  shall be given in writing by (a) telegram,
facsimile  transmission  or  similar  method,  if  confirmed  by mail as  herein
provided,  by mail; (b) if mailed postage  prepaid,  by certified  mail,  return
receipt  requested;  or (iii) hand delivery to any party at the addresses of the
parties  specified,  below.  If given by telegram or facsimile  transmission  or
similar method or by hand delivery,  such notice,  direction or instrument shall
be deemed to have been  given or made on the day on which it was  given,  and if
mailed,  shall be deemed to have been given or made on the second (2nd) business
day  following  the day after which it was mailed.  Any party may,  from time


                                       25
<PAGE>


to time by similar  notice,  give notice of any change of  address,  and in such
event, the address of such party shall be deemed to be changed accordingly.  The
address,  telephone number and facsimile  transmission  number for the notice of
each party are:

         If to Seller:              Alpha Mark, Inc.
                                    3901 Oregon Street, Suite 112
                                    San Diego, California 92104

         If to Purchaser:           Omega-Med Corporation
                                    4907 Morena Boulevard, Suite 1402
                                    San Diego, California 92117

     10.2. Recovery of Enforcement Costs. In the event any party shall institute
any action or  proceeding  to enforce any  provision  of this  Agreement to seek
relief from any violation of this Agreement, or to otherwise obtain any judgment
or order relating to or arising from the subject matter of this Agreement,  each
prevailing  party  shall be  entitled  to receive  from each  losing  party such
prevailing  party's  actual  attorneys'  fees and costs incurred to prosecute or
defend such action or proceeding.

     10.3. Assignment. No party shall have the right, without the consent of the
other party,  to assign,  transfer,  sell,  pledge,  hypothecate,  delegate,  or
otherwise transfer,  whether voluntarily,  involuntarily or by operation of law,
any of such party's  rights or  obligations  created by the  provisions  of this
Agreement,  nor shall the parties' rights be subject to encumbrance or the claim
of creditors.  Any such purported  assignment,  transfer, or delegation shall be
null and void.

     10.4. Captions and Interpretations.  Captions of the articles, sections and
paragraphs of this  Agreement are for  convenience  and reference  only, and the
works specified therein shall in no way be held to explain,  modify,  amplify or
aid in the  interpretation,  construction,  or meaning of the provisions of this
Agreement.  The language in all parts to this Agreement,  in all cases, shall be
construed in accordance with the fair meaning of that language as if prepared by
all parties and not  strictly  for or against any party.  Each party and counsel
for such party have reviewed this  Agreement.  The rule of  construction,  which
requires a court to resolve any ambiguities  against the drafting  party,  shall
not apply in interpreting the provisions of this Agreement.

     10.5 Entire  Agreement.  This  Agreement and the exhibits to this Agreement
are the final written expression and the complete and exclusive statement of all
the agreements, conditions, promises, representations,  warranties and covenants
between the parties with respect to the subject  matter of this  Agreement,  and
this Agreement supersedes all prior or contemporaneous agreements, negotiations,
representations,  warranties,  covenants,  understandings and discussions by and
between and among the parties, their respective  representatives,  and any other
person,  with  respect to the subject  matter  specified in this  Agreement.  No
provision of any exhibit or schedule to this Agreement  shall supersede or annul
the terms and provisions of this Agreement,  unless the


                                       26
<PAGE>


matter  specified in such exhibit or schedule shall explicitly so provide to the
contrary,  in the event of  ambiguity  in meaning or  understanding  between the
provisions of this Agreement proper and the appended exhibits or schedules,  the
provisions of this Agreement shall prevail and control in all instances.

     10.6 Choice of Law and Consent to  Jurisdiction.  This  Agreement  shall be
deemed  to have  been  entered  into in the  State of  Delaware.  All  questions
concerning  the validity,  interpretation,  or  performance of any of the terms,
conditions  and  provisions  of  this  Agreement  or of  any of  the  rights  or
obligations  of the parties  shall be governed  by, and  resolved in  accordance
with,  the laws of the State of  Delaware  without  regard to  conflicts  of law
principles.

     10.7  Number  and  Gender.  Whenever  the  singular  number is used in this
Agreement and, when required by the context,  the same shall include the plural,
and vice versa;  the masculine  gender shall include the feminine and the neuter
genders, and vice versa.

     10.8  Successors  and Assigns.  This  Agreement and each of its  provisions
shall obligate the heirs, executors, administrators,  successors, and assigns of
each of the parties.  Nothing  specified in this  article,  however,  shall be a
consent to the assignment or delegation by any party of such party's  respective
rights and obligations created by the provisions of this Agreement.

     10.9  Third  Party  Beneficiaries.  Except as  expressly  specified  by the
provisions of this  Agreement,  this Agreement  shall not be construed to confer
upon or give to any person,  other than the parties hereto, any right, remedy or
claim  pursuant to, or by reason of, this  Agreement or of any term or condition
of this Agreement.

     10.10  Severability.  In the  event  any  part of this  Agreement,  for any
reason, is determined by a court of competent  jurisdiction to be invalid,  such
determination  shall not affect the  validity of any  remaining  portion of this
Agreement,  which remaining  portion shall remain in full force and effect as if
this Agreement had been executed with the invalid portion thereof eliminated. It
is hereby  declared the  intention of the parties that they would have  executed
the remaining  portion of this Agreement without including any such part, parts,
or portion which, for any reason, may be hereafter determined to be invalid.

     10.11 Governmental Rules and Regulations.  The transactions contemplated by
the  provisions of this  Agreement  are and shall remain  subject to any and all
present  and  future  orders,  rules  and  regulations  of any duly  constituted
authority having jurisdiction of that transaction.

     10.12 Execution in Counterparts. This Agreement may be prepared in multiple
copies and forwarded to each of the parties for execution. All of the signatures
of the  parties  may be  affixed  to one  copy  or to  separate  copies  of this
Agreement  and when all such copies are  received and signed by all the parties,
those copies shall constitute one agreement which is not otherwise  separable or
divisible.  Counsel for the  Purchaser  shall keep all of such signed copies and
shall


                                       27
<PAGE>


conform one copy to show all of those signatures and the dates thereof and shall
mail a copy of such  conformed  copy to each of the parties  within  thirty (30)
days after the receipt by such counsel of the last signed copy, and such counsel
shall cause one such conformed copy to be filed in the principal  office of such
counsel.

     10.13 Reservation of Rights.  The failure of any party at any time or times
hereafter  to  require  strict  performance  by any  other  party  of any of the
warranties,   representations,   covenants,  terms,  conditions  and  provisions
specified  in this  Agreement  shall not waive,  affect of diminish any right of
such party failing to require strict performance to demand strict compliance and
performance  therewith  and with  respect to any other  provisions,  warranties,
terms,  and conditions  specified in this  Agreement.  Any waiver of any default
shall  not  waive or  affect  any other  default,  whether  prior or  subsequent
thereto,   and  whether  the  same  or  of  a  different   type.   None  of  the
representations,   warranties,   covenants,  conditions,  provisions  and  terms
specified  in this  Agreement  shall be deemed to have been waived by any act or
knowledge of any party,  its agents,  trustees,  officers,  or employees and any
such  waiver  shall be made  only by an  instrument  in  writing,  signed by the
waiving party and directed to any non-waiving party specifying such waiver,  and
each  party  reserves  such  party's  rights to insist  upon  strict  compliance
herewith at all times.

     10.14 Survival of Covenants, Representations and Warranties. All covenants,
representations,  and warranties  made by each party to this Agreement  shall be
deemed  made for the  purpose  of  inducing  the other  party to enter  into and
execute this Agreement. The representations, warranties, and covenants specified
in this Agreement shall survive the Closing and shall survive any  investigation
by either party  whether  before or after the execution of this  Agreement.  The
covenants,  representations,  and warranties of the Seller and the Purchaser are
made only to and for the  benefit  of the  other  and  shall not  create or vest
rights in other persons.

     10.15 Concurrent  Remedies.  No right or remedy specified in this Agreement
conferred  on or  reserved  to the  parties is  exclusive  of any other right or
remedy  specified in this  Agreement or by law or equity  provided or permitted;
but each such right and remedy shall be cumulative of, and in addition to, every
other right and remedy specified in this Agreement or now or hereafter  existing
at law or in equity or by statute or otherwise, and may be enforced concurrently
therewith or from time to time. The termination of this Agreement for any reason
whatsoever  shall not  prejudice  any right or remedy  which any party may have,
either at law, in equity, or pursuant to the provisions of this Agreement.

     10.17  Force  Majeure.  If any  party is  rendered  unable,  completely  or
partially,  by the  occurrence  of an  event  of  "force  majeure"  (hereinafter
defined) to perform such party's  obligations  created by the provisions of this
Agreement, such party shall give to the other party prompt written notice of the
event of "force majeure" with reasonably  complete  particulars  concerning such
event;  thereupon,  the  obligations of the party giving such notice,  so far as
those  obligations  are  affected  by the  event of  "force  majeure,"  shall be
suspended  during,  but no longer than,  the


                                       28
<PAGE>


continuance of the event of "force majeure." The party affected by such event of
"force  majeure"  shall use all reasonable  diligence to resolve,  eliminate and
terminate  the  event  of  "force  majeure"  as  quickly  as  practicable.   The
requirement  that an  event  of  "force  majeure"  shall  be  remedied  with all
reasonable dispatch as hereinabove  specified,  shall not require the settlement
of strikes, lockouts or other labor difficulties by the party involved, contrary
to such party's  wishes,  and the  resolution  of any and all such  difficulties
shall be handled entirely within the discretion of the party concerned. The term
"force  majeure"  as used  herein  shall be  defined as and mean any act of God,
strike, civil disturbance,  lockout or other industrial disturbance,  act of the
public  enemy,  war,  blockage,  public riot,  earthquake,  tornado,  hurricane,
lightening,  fire,  epidemics,  quarantine  restrictions,  public demonstration,
storm, flood, explosion,  freight embargoes,  governmental action,  governmental
delay, restraint or inaction,  unavailability of equipment, default of a party's
subcontractors or suppliers,  and any other cause or event,  whether of the kind
enumerated specifically herein, or otherwise, which is not reasonably within the
control of the party claiming such suspension.

     10.18 Consent to Agreement.  By executing this Agreement,  each party,  for
itself represents such party has read or caused to be read this Agreement in all
particulars, and consents to the rights, conditions, duties and responsibilities
imposed upon such party as specified in this Agreement.  Each party  represents,
warrants and covenants  that such party  executes and delivers this Agreement of
its own free will and with no  threat,  undue  influence,  menace,  coercion  or
duress, whether economic or physical. Moreover, each party represents, warrants,
and covenants that such party executes this Agreement acting on such party's own
independent judgment.

     10.19 Waiver and Modification. No modification,  supplement or amendment of
this  Agreement or of any  covenant,  representation,  warranty,  condition,  or
limitation specified in this Agreement shall be valid unless the same is made in
writing  and  duly  executed  by  both  parties.  No  waiver  of  any  covenant,
representation,  warranty,  condition, or limitation specified in this Agreement
shall be valid unless the same is made in writing and duly executed by the party
making the waiver. No waiver of any provision of this Agreement shall be deemed,
or shall  constitute,  a waiver of any other provision,  whether or not similar,
nor shall any waiver constitute a continuing waiver.

     10.20  Further  Assurances.  The  parties  shall from time to time sign and
deliver any further instruments and take any further actions as may be necessary
to effectuate the intent and purposes of this Agreement.


                                       29
<PAGE>


IN WITNESS  WHEREOF,  the undersigned have caused this Agreement to be signed in
duplicate on the date first written above by their respective officers thereunto
duly authorized.

Omega-Med Corporation,
a Delaware corporation

By:      /s/ [ILLEGIBLE]
         -----------------------------
Its:     President

By:      /s/ [ILLEGIBLE]
         -----------------------------
Its:     Secretary



Alpha Mark, Inc.,
a Utah corporation

By:      /s/ [ILLEGIBLE]
         -----------------------------
Its:     President

By:      /s/ [ILLEGIBLE]
         -----------------------------
Its:     Secretary


                                       30
<PAGE>


                                  SCHEDULE 2.1


Assets                           Description
------                           -----------

1.  Cash                All operating cash and cash equivalents.

2.  Inventories         R & D inventories relating to the infusion pump
                            including the following:

                              inner cans
                              outer cans
                              valves
                              annular rings
                              packing cans
                              keys
                              syringe reservoirs
                              pistons

                        Decoria inventory of body jewelry

3.  Capital Assets      Furniture fixtures and equipment

                              4 desks
                              4 executive chairs
                              3 conference chairs
                              1 Compaq 2240 Presario computer and monitor
                              1 Brother MFC 4350 printer

                        Plant equipment

                              1 compressor
                              1 pump filling machine
                              1 clausing lathe
                              2 vacuum pumps miscellaneous and sundry shop tools
                              2 tumblers

                        Molds

                              syringe mold
                              valve mold
                              annular ring mold
                              key mold
                              piston mold

4.  Intangible Assets    Licensing agreement with Ulrich Cochran dated
                           May 15, 1998
                         Strategic Alliance agreement with Angel Ear
                             Piercing Co. dated October 20, 1998
                         All patent applications relating to ear piercing owned
                             by Omega Med, a Utah corporation
                         Trade names: "Angel's Touch", "Rites of Passage",
                             "Flexy", "Decoria"