EXHIBIT 10.1



                            SHARE PURCHASE AGREEMENT

     This Share  Purchase  Agreement  ("Agreement"),  dated as of May 15,  2003,
among, Nordstrom Forbes & Lincoln,  Incorporated,  a Colorado corporation,  J.R.
Nelson,  John Brasher and Lisa K. Brasher  (collectively,  the  "Sellers"),  and
Azonic Corporation,  a Nevada corporation  ("AZN"),  and Carriage House Capital
Corp. a Arizona Corporation (the "Buyer").

                              W I T N E S S E T H:


A.   WHEREAS, AZN is a corporation duly organized under the laws of the State of
     Nevada.

B.   WHEREAS,  the Sellers own in the aggregate 5,937,000 shares of common stock
     of AZN in the aggregate.

C.   WHEREAS,  Buyer  wishes to purchase an  aggregate  of  5,700,000  shares of
     common stock, the Sellers  (collectively,  the "Purchase Shares"),  and the
     Sellers desire to sell the Purchase Shares to Buyer free and clear of liens
     and encumbrances.

D.   AZN is joining in this agreement to provide  certain  covenants  warranties
     and representations.

         NOW, THEREFORE, it is agreed among the parties as follows:

                                   ARTICLE I

                                The Consideration

1.1  Subject to the conditions set forth herein, Sellers shall sell to Buyer and
     Buyer shall  purchase an aggregate  of 5,700,000  shares of common stock of
     AZN from Sellers.  The purchase price for the shares to be paid by Buyer to
     Sellers is $100,000 (the "Consideration") of which is herewith paid by wire
     transfer to Sellers through escrow agent,  Business  Financial Systems Inc.
     Escrow Account, and is deemed non-refundable consideration for the Purchase
     Shares, specified.

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                                   ARTICLE II


                        Closing and Conveyance of Shares

2.1  The  Purchase  Shares  shall be  conveyed  by  Sellers  to Buyer  with duly
     executed  stock  powers by  depositing  with escrow  agent for  delivery to
     buyer, upon receipt of the Consideration by Sellers, and satisfaction of a)
     the conditions precedent in Article VI, and b) procedures in Article V. The
     Purchase  Shares being  purchased  herein shall be issued and  delivered to
     escrow agent for delivery to Buyer upon receipt of purchase consideration.

2.2  Closing  hereunder  shall be  completed  by  delivery in escrow to Business
     Financial Systems, Inc. Escrow Account, of the requisite closing documents,
     cash consideration and share certificates on or before May 15, 2003 at 5:00
     p.m.  PST  ("Closing  Date")  subject  to  satisfaction  of the  terms  and
     conditions  set forth  herein.  Consideration  may be  delivered by Federal
     Express or wire  transfers,  and any closing  documents may be delivered by
     facsimile, Federal Express or other appropriate means.

                                  ARTICLE III

     Representations, Warranties and Covenants of Sellers and AZN as to AZN

         Sellers and AZN each hereby, represent, warrant and covenant to Buyer
as follows:

3.1  AZN is a corporation duly organized,  validly existing and in good standing
     under  the laws of the State of  Nevada,  and has the  corporate  power and
     authority to own or lease its properties and to carry on its business as it
     is now being conducted.  The Articles of  Incorporation  and Amendments and
     Bylaws of AZN,  are  complete  and  accurate,  and the minute books of AZN,
     copies of which have also been made  available to Buyer,  contain a record,
     which is complete and accurate in all material  respects,  of all meetings,
     and all  corporate  actions of the  shareholders  and Board of Directors of
     AZN.

3.2  (a) The  authorized  capital stock of AZN consists of 50,000,000  shares of
     common stock;  and 5 million shares of preferred is authorized but none are
     oustanding.  There are  6,000,000  shares of Common Stock of AZN issued and
     outstanding.  All such  shares  of  capital  stock of AZN are free and were
     originally  issued  free  of  preemptive  rights.  AZN  has no  outstanding
     options,  warrants,  or other rights to purchase, or subscribe to, or other
     securities convertible into or exchangeable for any shares of capital stock
     of AZN, or contracts or  arrangements of any kind relating to the issuance,
     sale or transfer of any capital stock or other equity securities of AZN.

<PAGE>


     (b) The Sellers own the  Purchase  Shares and are  conveying  them to Buyer
     hereunder free and clear of any lien,  pledge,  security  interest or other
     encumbrance,  and, upon payment for the Purchase Shares as provided in this
     Agreement,  the Buyer will  acquire  good and valid  title to the  Purchase
     Shares,  free and clear of any lien,  pledge,  security  interest  or other
     encumbrance.  None of the  Purchase  Shares  are the  subject of any voting
     trust  agreement  or other  agreement  relating  to the  voting  thereof or
     restricting  in any way the  sale  or  transfer  thereof  except  for  this
     Agreement.  Each  Seller  has full right and  authority  to  transfer  such
     Purchase Shares pursuant to the terms of this Agreement.

3.3  AZN does not own nor has it owned, in the last five years,  any outstanding
     shares of capital stock or other equity interests of any partnership, joint
     venture, trust, corporation,  limited liability company or other entity and
     there are no obligations of AZN to repurchase,  redeem or otherwise acquire
     any capital stock or equity interest of another entity.

3.4  This Agreement has been duly authorized,  validly executed and delivered on
     behalf of the  Sellers  and AZN and is a valid and  binding  agreement  and
     obligation of AZN and Sellers enforceable against the parties in accordance
     with its terms, subject to limitations on enforcement by general principles
     of equity and by bankruptcy  or other laws  affecting  the  enforcement  of
     creditors' rights.

3.5  Neither the making of nor the  compliance  with the terms and provisions of
     this Agreement and consummation of the transactions  contemplated herein by
     Sellers or AZN will conflict with or result in a breach or violation of the
     Articles of Incorporation  or Bylaws of AZN, or of any material  provisions
     of any indenture,  mortgage,  deed of trust or other material  agreement or
     instrument  to which AZN or  Sellers  are a party,  nor will  result in the
     creation or imposition of any material lien, charge or encumbrance upon any
     material  property or assets of AZN pursuant to the terms of any  agreement
     or  instrument  to which  AZN is a party or by which AZN may be bound or to
     which any of AZN property is subject,  and no event has occurred with which
     lapse of time or action by a third party could result in a material  breach
     or violation of or default by AZN or Sellers.

3.6  There is no claim, legal action, arbitration, governmental investigation or
     other legal or administrative proceeding, nor any order, decree or judgment
     in progress,  pending or in effect, or to the best knowledge of the Sellers
     threatened  against or  relating  to AZN or  affecting  any of its  assets,
     properties,  business  or  capital  stock.  There is no  continuing  order,
     injunction or decree of any court,  arbitrator or governmental authority to
     which AZN is a party or by which AZN or its assets, properties, business or
     capital stock are bound.

3.7  AZN  has  never  had  income  or  operations,   nor  paid  wages  or  other
     compensation,  and has never  been  required  to file and has not filed any
     federal or state income tax or other tax  returns.  AZN has no knowledge of
     any  additional  assessments,   adjustments  or  contingent  tax  liability
     (whether  federal  or state)  pending  or  threatened  against  AZN for any
     period,   nor  of  any  basis  for  any  such  assessment,   adjustment  or
     contingency.

<PAGE>


3.8  AZN has delivered to Buyer  audited  financial  statements  dated March 31,
     2002 and 2001, and all unaudited financial statement prepared subsequent to
     March 31,  2002,  which have been  filed with the SEC as part of  quarterly
     reports on Form 10-QSB.  All such statements,  herein sometimes called "AZN
     Financial  Statements"  are complete  and correct in all material  respects
     and, together with the notes to these financial statements,  present fairly
     the  financial  position and results of  operations  of AZN for the periods
     indicated. All financial statements of AZN have been prepared in accordance
     with generally accepted accounting principles.

3.9  As of the date hereof,  AZN,  represents and warrants that all  outstanding
     indebtedness  of AZN is as shown on the  financial  statements  (except for
     legal and accounting  services  related to this  transaction)  and all such
     scheduled  indebtedness,  if any, which will be the sole  responsibility of
     the Sellers and shall be paid by the Sellers at the Closing hereunder.

3.10 Since the dates of the AZN  Financial  Statements,  there have not been any
     material  adverse  changes  in the  business  or  condition,  financial  or
     otherwise,  of AZN.  AZN  does not have  any  liabilities,  commitments  or
     obligations,  secured or  unsecured  except as shown on updated  financials
     (whether accrued, absolute, contingent or otherwise).

3.11 AZN is not a party to any contract performable in the future.

3.12 The  representations and warranties of the AZN shall be true and correct as
     of the date hereof.

3.13 AZN will have  delivered to Buyer,  all of its corporate  books and records
     for review.

3.14 AZN has no employee benefit plan in effect at this time.

3.15 No representation  or warranty by AZN or the Sellers in this Agreement,  or
     any certificate  delivered pursuant hereto contains any untrue statement of
     a material fact.

3.16 Buyer has received  copies of Form 10-KSB as filed with the  Securities and
     Exchange  Commission ("SEC") which included audits for the year ended March
     31, 2002 and each of its other reports to  shareholders  filed with the SEC
     through the period ended March 28, 2003. AZN is a registered  company under
     the Securities Exchange Act of 1934, as amended.

3.17 AZN has  filed  reports  required  to be filed by it under  the  Securities
     Exchange Act of 1934, as amended (the "Federal Securities Laws").

3.18 The Sellers have not made any general  solicitation or general  advertising
     regarding the Purchase Shares.

3.19 AZN has conducted no business whatsoever since March 31, 2002, has incurred
     no  liabilities  except as shown on the  financial  statements  and fees in
     conjunction with this transaction,  which fees incurred in conjunction with
     this transaction shall be paid at closing by the Sellers.

<PAGE>




3.20 There have been no material changes,  debts, or liabilities incurred by AZN
     since the date of 10KSB for March 31,  2002 or the 10QSB for  period  ended
     December 31, 2002.

3.21 Sellers  have  ordered  the  March  31,  2003  Audit and will pay the costs
     thereof.

                                   ARTICLE IV

                                 Indemnification

4.1  The waiver of any  condition  to a party's  obligation  to  consummate  the
     transactions  contemplated hereunder,  where such condition is based on the
     accuracy of any  representation  or warranty,  or on the  performance of or
     compliance  with any covenant or  obligation,  will not affect the right to
     indemnification,  or  payment of  Damages,  or other  remedy  based on such
     representation, warranty, covenant or obligation.

4.2  Sellers and AZN,  jointly and severally,  shall indemnify and hold harmless
     the Buyer and its respective officers, directors and affiliates (the "Buyer
     Indemnified  Persons") for, and will pay to the Buyer Indemnified  Persons,
     the amount of,  any loss,  liability,  claim,  damage  (including,  without
     limitation,   incidental  and   consequential   damages),   cost,   expense
     (including, without limitation, interest, penalties, costs of investigation
     and defense and the  reasonable  fees and expenses of  attorneys  and other
     professional  experts) or diminution  of value,  whether or not involving a
     third-party claim (collectively, "Damages"), directly or indirectly arising
     from,  attributable  to or in  connection  with  any  breach  by any of the
     Sellers or AZN of any  covenant,  agreement or obligation of AZN or Sellers
     contained in this agreement or with any liability or debt of Azonic not set
     forth in the Financial Statements or paid in full by Sellers.

4.3  Promptly  after  receipt by an  indemnified  party of written  notice  (the
     "Notice of Claim") of the  commencement  of any action,  suit or proceeding
     against it, or written threat thereof,  such  indemnified  party will, if a
     claim is to be made  against an  indemnifying  party  under  either of said
     sections,  as  applicable,  give  notice to the  indemnifying  party of the
     commencement  of such action,  suit or proceeding.  The  indemnified  party
     shall  furnish  to  the  indemnifying   party  in  reasonable  detail  such
     information  as the  indemnified  party  may  have  with  respect  to  such
     indemnification claims (including copies of any summons, complaint or other
     pleading  which may have been served on it and any written  claim,  demand,
     invoice,  billing or other  document  evidencing  or  assenting  the same).
     Subject to the limitations  set forth in this section,  no failure or delay
     by the  indemnified  party in the performance of the foregoing shall reduce
     or otherwise affect the obligation of the  indemnifying  party to indemnify
     and hold the  indemnified  party  harmless  except to the extent  that such
     failure  or  delay  shall  have  materially  and  adversely   affected  the
     indemnifying  party's  ability to defend  against,  settle or  satisfy  any
     action,  suit or proceeding  the claim for which the  indemnified  party is
     entitled to indemnification hereunder. The foregoing shall not apply to the
     extent  inconsistent  with  the  provisions  of  section  4.8  relating  to
     Proceedings.

<PAGE>





4.4  If the  claim or  demand  set  forth in the  Notice  of Claim  given by the
     indemnified  party is a claim or  demand  asserted  by a third  party,  the
     indemnifying  party shall have 30 days after the Date of Notice of Claim to
     notify the  indemnified  party in writing of its  election  to defend  such
     third party claim or demand on behalf of the indemnified party (the "Notice
     Period");  provided,  however,  that the indemnified party is authorized to
     file any  motion,  answer or other  pleading  which it deems  necessary  or
     appropriate  to protect  its  interests  during the Notice  Period.  If the
     indemnifying  party elects to defend such third party claim or demand,  the
     indemnified  party shall make available to the  indemnifying  party and its
     agents  and  representatives  all  records  and other  materials  which are
     reasonably  required in the defense of such third party claim or demand and
     shall otherwise cooperate (at the sole cost and expense of the indemnifying
     party) with,  and assist (at the sole cost and expense of the  indemnifying
     party) the indemnifying  party in the defense of, such third party claim or
     demand, and so long as the indemnifying party is diligently  defending such
     third  party  claim in good  faith,  the  indemnified  party shall not pay,
     settle or compromise such third party claim or demand.  If the indemnifying
     party  elects to defend such third party claim or demand,  the  indemnified
     party shall have the right to control the defense of such third party claim
     or demand,  at the  indemnified  party's own expense.  If the  indemnifying
     party does not elect to defend such third party claim or demand or does not
     defend  such third party  claim or demand in good  faith,  the  indemnified
     party shall have the right, in addition to any other right or remedy it may
     have hereunder at the indemnifying  party's  expense,  to defend such third
     party claim or demand.

4.5  The term "Date of Notice of Claim"  shall mean the date the Notice of Claim
     is effective pursuant to section 4.6 of this Agreement.

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

4.7  Any legal  action or  proceeding  with  respect  to this  Agreement  or any
     matters  arising  out  of or in  connection  with  this  Agreement  or  the
     transactions contemplated hereby or the documents executed and delivered in
     connection  herewith,  and any action for  enforcement  of any  judgment in
     respect thereof may be brought in the courts of the State of Colorado or of
     the  United  States of  America  for the  District  of  Colorado,  and,  by
     execution and delivery of this  Agreement,  the parties each hereby accepts
     for itself and in respect of its property,  generally and  unconditionally,
     the jurisdiction of the aforesaid courts and appellate courts thereof.  The
     parties  irrevocably  consent  to  service  of  process  out  of any of the
     aforementioned  courts in any such action or proceeding in accordance  with
     the notice  provisions  set forth in Section  8.5.  The parties each hereby
     irrevocably  waive any objection  that it may now or hereafter  have to the
     laying of venue of any of the aforesaid actions or proceedings  arising out
     of or in connection  with this Agreement or the  transactions  contemplated
     hereby or the  documents  execute  and  delivered  in  connection  herewith
     brought in the courts  referred  to above and  hereby  further  irrevocably
     waive and agree, to the extent permitted by applicable law, not to plead or
     claim in any such court that any such action or  proceeding  brought in any
     such court has been brought in an inconvenient forum.  Nothing herein shall
     affect the right of any party  hereto to serve  process in any other manner
     permitted by law.


<PAGE>


                                    ARTICLE V

                              Procedure for Closing

5.1  At the Closing  Date,  the  purchase  and sale shall be  consummated  after
     satisfaction  of all  conditions  precedent  set  forth in  Article  VI, by
     Sellers' common stock certificates for the Purchase Shares being delivered,
     duly executed,  for 5,700,000  shares of common stock to escrow agent,  and
     the delivery of the  Consideration  for share purchase to escrow agent from
     the Buyer,  together  with delivery of all other items,  agreements,  stock
     powers, warranties, and representations set forth in this Agreement.

5.2  Escrow Agent is Business Financial Systems,  Inc. and the escrow account is
     Business  Financial  Systems.  Inc.  Escrow  Account @ Compass  Bank,  7355
     Ralston Road, Arvada CO 80002,  (303) 423-7200.  ABA #107005319,  Account #
     2500075662.

                                   ARTICLE VI

                           Conditions Precedent to the
                          Consummation of the Purchase

         The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:

6.1  Sellers  and AZN  shall  have  performed  and  complied  with  all of their
     respective obligations hereunder which are to be complied with or performed
     on or before the Closing Date.

6.2  No action, suit or proceeding shall have been instituted or shall have been
     threatened  before  any court or other  governmental  body or by any public
     authority to restrain,  enjoin or prohibit  the  transactions  contemplated
     herein, or which might subject any of the parties hereto or their directors
     or officers to any material liability,  fine,  forfeiture or penalty on the
     grounds that the transactions  contemplated  hereby,  the parties hereto or
     their directors or officers, have violated any applicable law or regulation
     or have  otherwise  acted  improperly in connection  with the  transactions
     contemplated  hereby,  and the parties  hereto have been advised by counsel
     that,  in the opinion of such  counsel,  such  action,  suit or  proceeding
     raises  substantial  questions  of law or fact which  could  reasonably  be
     decided adversely to any party hereto or its directors or officers.

6.3  The  representations  and  warranties  made  by  Sellers  and  AZN in  this
     Agreement shall be true as though such  representations  and warranties had
     been made or given on and as of the Closing Date, except to the extent that
     such  representations and warranties may be untrue on and as of the Closing
     Date  because of changes  caused by  transactions  suggested or approved in
     writing by the Buyer.


<PAGE>


                                   ARTICLE VII

                           Termination and Abandonment


7.1  Anything contained in this Agreement to the contrary  notwithstanding,  the
     Agreement  may be  terminated  and abandoned at any time prior to or on the
     Closing Date:

         (a)      By mutual consent of parties;

         (b)      By Sellers or Buyer, if any condition set forth in Article VI
                  relating to the other party has not been met or has not been
                  waived;

         (c)      By Sellers or Buyer, if any suit, action, or other proceeding
                  shall be pending or threatened by the federal or a state
                  government before any court or governmental agency, in which
                  it is sought to restrain, prohibit, or otherwise affect the
                  consummation of the transactions contemplated hereby;

         (d)      By Sellers or Buyer, if there is discovered any material
                  error, misstatement or omission in the  representations and
                  warranties of another party; or

         (e)      By the Sellers, if the Closing does not occur, through no
                  failure to act by Sellers, on May 15, 2003, or if Buyer fails
                  to deliver the consideration required herein.

7.2  Any of the terms or conditions of this  Agreement may be waived at any time
     by the party which is entitled to the benefit  thereof,  by action taken by
     its Board of Directors provided;  however,  that such action shall be taken
     only if, in the judgment of the Board of Directors taking the action,  such
     waiver will not have a materially  adverse effect on the benefits  intended
     under this Agreement to the party waiving such term or condition.

                                  ARTICLE VIII

                         Continuing Representations and
                            Warranties and Covenants

8.1  The respective  representations,  warranties,  and covenants of the parties
     hereto and the covenants and agreements of the parties hereto shall survive
     after  the  closing  under  this  Agreement  in  accordance  with the terms
     thereof.


8.2  There are no  representations  whatsoever about any matter relating to AZN,
     Sellers, or any item contained in this Agreement, except as is contained in
     the express language of this Agreement.

<PAGE>




         8.3 Buyer warrants that it has performed its own due diligence
regarding AZN and Sellers and their agents and attorneys shall have no liability
whatsoever for any matter, omission or representation not specifically disclosed
herein. Buyer, as a specific inducement to Sellers hereby waives and releases
any claim whatsoever against Sellers and their agents and attorneys forever and
covenant not to sue Sellers, their agents and attorneys under any circumstances
for any matter not specifically and expressly represented within this document.
Neither Sellers nor their agents shall be liable under any circumstances for any
act of omission or interpretation and Buyers hereby specifically release Sellers
and their agents from any claims therefore in order to induce the Sellers to
enter into and perform under this agreement.


                                   ARTICLE IX

                                  Miscellaneous

9.1  This Agreement embodies the entire agreement between the parties, and there
     have been and are no agreements,  representations  or warranties  among the
     parties other than those set forth herein.

9.2  To facilitate the execution of this  Agreement,  any number of counterparts
     hereof may be executed,  and each such counterpart shall be deemed to be an
     original  instrument,  but all such counterparts  together shall constitute
     but one instrument.

9.3  All  parties  to this  Agreement  agree  that if it  becomes  necessary  or
     desirable to execute further  instruments or to make such other  assurances
     as are deemed  necessary,  the party  requested  to do so will use its best
     efforts to provide such executed  instruments or do all things necessary or
     proper to carry out the purpose of this Agreement.

9.4  This  Agreement  may not be  amended  except  by  written  consent  of both
     parties.

9.5  Any  notices,  requests,  or other  communications  required  or  permitted
     hereunder  shall  be  delivered  personally  or sent by  overnight  courier
     service, prepaid, addressed as follows:

To Sellers:       Nordstrom Forbes & Lincoln Incorporated
                  J.R. Nelson, John Brasher and Lisa K. Brasher
                  11145 W. Rockland Dr.
                  Littleton, CO 80127

To AZN:           J.R. Nelson
                  11145 W. Rockland Dr.
                  Littleton, CO 80127

                  To Buyer:         HRBAER@AOL

Copy to:          Escrow Agent: Business Financial Systems, Inc.,
                  2000 Wadsworth Blvd., Suite 179
                  Lakewood, CO 80214 (303) 232-1926



<PAGE>




or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.

9.6  No press  release  or  public  statement  will be  issued  relating  to the
     transactions  contemplated by this Agreement  without prior approval of the
     Buyer and Sellers.  However, AZN may issue at any time any press release or
     other  public  statement  it  believes  on the advice of its  counsel it is
     obligated  to  issue  to  avoid   liability   under  the  law  relating  to
     disclosures,  but the party issuing such press release or public  statement
     shall make a reasonable  effort to give the other party prior notice of and
     opportunity to participate in such release or statement.

9.7  This  Agreement  shall be governed by and construed in accordance  with and
     enforced  under  the  laws  of the  state  of  Colorado  applicable  to all
     agreements made  hereunder.  Venue and  jurisdiction  for any legal actions
     hereunder shall be District Court in and for Jefferson County, Colorado.


9.8  In connection  with this  Agreement  the parties have  appointed the escrow
     agent,  Business Financial Systems,  Inc. which shall be authorized by this
     agreement to do the following:

     1)   Accept the purchase price of $100,000 from buyers,  and disburse it in
          accordance with Sellers written  instructions,  upon receipt of a copy
          of this agreement signed by Sellers and AZN.

     2)   Accept  the  common  stock  certificates  of AZN with duly  signed and
          guaranteed signatures for 5,700,000 common shares from Sellers and,

     3)   Upon receipt of the  certificates for the purchase shares disburse the
          proceeds  received  at  closing  from the  escrow in  accordance  with
          Sellers separate written instructions

     4)   Transmit  by  Federal  Express  the stock  certificates  to buyers at:
          Tempe, Arizona.

     5)   In the event of default in delivery of cash or certificates by a party
          under this agreement, any cash or certificates received from the other
          party shall be returned to the  remitting  party 3 business days after
          default.


     6)   Escrow Agent is specifically  indemnified and held harmless hereby for
          its actions or inactions in following these  instructions as contained
          in  this  contract.  Escrow  Agent  shall  have no  liability  for any
          warranties or representations  contained within the provisions of this
          contract,  except  as to the  performance  of its  duties  under  this
          provision  8.8.  In  the  event  of a  dispute  involving  the  escrow
          instructions  or the  consideration  to be  delivered  in escrow,  the
          escrow agent is authorized to implead the consideration  received into
          the District Court of Jefferson County, Colorado upon ten days written
          notice,  and be relieved of any further escrow duties  thereupon.  Any
          and all costs of attorneys  fees and legal actions of escrow agent for
          any dispute  resolution  or  impleader  action  shall be paid in equal
          shares by the parties to this agreement.



<PAGE>





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

         Sellers:                                           Azonic Corporation

               /s/J.R. Nelson                   By:/s/J.R. Nelson
                  J.R. Nelson                   Name: J.R. Nelson
                                                Title:President

         __________________________          BUYER: Carriage House Capital Corp.
                   John Brasher
                                                 /s/Carriage House Capital Corp.

          _________________________
                   Lisa K. Brasher
                                                 By:/s/Howard R. Baer
                                                 Name: Howard R. Baer
         Nordstrom Forbes & Lincoln              Title:President
             Incorporated

                                                Business Financial Systems, Inc.
         By:/s/J.R. Nelson
            J.R. Nelson, President

                                                    By:_________________________
                                                       Name:
                                                       Title: