EXHIBIT 2.1

                               EXCHANGE AGREEMENT


     THIS  EXCHANGE  AGREEMENT  (the "Agreement") is made and entered into as of
the  28th  day  of  January  2003 between Basic Energy, Inc., a Utah corporation
("Company")  and  Skyframes,  Inc.,  a  Texas  corporation  ("Acquiree").

     WHEREAS,  the Boards of Directors of Company and Acquiree deem it advisable
and  in  the  best  interests  of  Company  and  Acquiree  and  their respective
shareholders  that  Company  and  Acquiree  combine;  and

     WHEREAS,  the outstanding shares of Acquiree, being 85,000 shares of Common
Stock,  are  held  by  the  persons  listed  on  Exhibit  1  hereto;  and

     WHEREAS,  the Boards of Directors of Company, Shareholder and Acquiree deem
it advisable that the acquisition by Company of Acquiree be effected through the
issuance  of  shares  of  Common  Stock  of  Company (the "Company Shares") (the
"Exchange")  of  Company  pursuant  to  this  Agreement;  and

     WHEREAS,  the  Boards  of Directors of Company and Acquiree intend that the
Exchange  constitute  a  "reorganization"  under  Section  368(a)(1)(B)  of  the
Internal  Revenue  Code  of  1986,  as  amended  (the "Code"), and the rules and
regulations of the Internal Revenue Service  (the "IRS") promulgated thereunder,
have  approved  and  adopted this Agreement as a "plan of reorganization" within
the meaning of Section 368 of the Code, and the rules and regulations of the IRS
promulgated  thereunder,  and  intend that the Exchange be treated as a tax free
merger  under  the  Code  and  the  rules and regulations of the IRS promulgated
thereunder.

     NOW  THEREFORE,  in  consideration of the mutual agreements hereinafter set
forth,  the  parties  hereto,  intending  to  be  legally bound, hereby agree as
follows:

     Section 1.  DEFINITIONS.  Certain words and terms as used in this Agreement
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shall  have  the  meanings  given to them by the definitions and descriptions in
this  Section,  and  such  definitions  shall  be equally applicable to both the
singular  and  plural  forms  of  any of the words and terms defined below.  All
accounting  terms not specifically defined shall be construed in accordance with
generally  accepted  accounting  principles.

     "Acquiree  Group"  means  Acquiree  and  each  of  its  Subsidiaries.
      ---------------

     "Affiliate"  of any specified Person means (i) any other Person directly or
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indirectly  controlling  or  controlled  by  or  under direct or indirect common
control  with  such  specified Person, or (ii) any trust of which such Person is
the  settlor.  For  the  purposes  of  this definition, "control" when used with
respect  to  any  specified  Person means the power to direct the management and
policies  of  such Person, directly or indirectly, whether through the ownership
of  voting securities, by contract or otherwise; and the terms "controlling" and
"controlled"  have  meanings  relative  to  the  foregoing.

     "Acquiree  Common  Stock"  means  the  common  stock,  of  Acquiree.
      -----------------------


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     "Closing"  has  the  definition  set  forth  in  Section  3.
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     "Closing  Date"  means  the  date  on  which  the  Closing shall take place
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pursuant  to  Section  3  of  this  Agreement.

     "Code"  means  the  Internal  Revenue  Code  of  1986,  as now in effect or
      ----
hereafter  amended,  and as now or hereafter construed, interpreted and applied
by  regulations,  rulings  and  cases.

     "Commission"  means  the  Securities  and  Exchange  Commission.
      ----------

     "Company"  has  the  meaning  set  forth  in  the opening paragraph of this
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Agreement and includes, unless the context otherwise requires, its Subsidiaries.

     "Company  10-KSB"  has the meaning assigned to that term in Section 6.28 of
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this  Agreement.

     "Company  Common  Stock" means the common stock of Company, $.10 par value.
      ----------------------

     "Contractual  Obligation" means for any Person any evidence of indebtedness
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or  any  agreement  or  instrument  under  or  pursuant to which any evidence of
Indebtedness  has  been  issued, or any other agreement, instrument or Guaranty,
whether written or oral, to which such Person is a party or by which such Person
or  any  of  its  assets  or  properties  are  bound.

     "Disclosure  Schedules" means those certain schedules of even date herewith
      ---------------------
delivered  in  response to the List of Requested Documents delivered by Company
to  Acquiree,  consisting  of  a Schedule of Financial Statements, a Schedule of
Capitalization, a Schedule of Subsidiaries, a Schedule of Changes, a Schedule of
Personal  Property,  a  Schedule  of  Real  Property, a Schedule of Contracts, a
Schedule  of  Litigation,  a  Schedule  of Patents and Trademarks, a Schedule of
Compliance,  a  Schedule  of  Consents,  a  Schedule of Employees, a Schedule of
Enforceability,  a Schedule of Transactions with Interest-ed Persons, a Schedule
of  Insurance,  a  Schedule  of  Permitted Affiliate Transactions, a Schedule of
Taxes,  and  a  Schedule  of  Bank  Accounts.

     "ERISA"  means  the  Employee  Retirement  Income  Security Act of 1974, as
      -----
amended.

     "Exchange"  has  the  meaning  assigned  to  that term in Section 2 of this
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Agreement.

     "Exchange  Act"  means  the  Securities  Exchange  Act of 1934, as amended.
      -------------

     "Government"  means  the  government  of  the United States of America, the
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government  of  any other nation, any political subdivision of the United States
of  America  or any such other nation (including, without limitation, any state,
commonwealth,  territory, federal district, municipality or possession) and any
department, agency, or instrumentality thereof; and "Governmental" means of, by
or  pertaining  to,  any  Government.

     "Guaranty"  means,  at  any  date,  for any Person, all obligations of such
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Person  guaranteeing  or  in  effect  guaranteeing  any  Indebtedness,  Leases,
dividends  or  other  obligations of any other Person (the "primary obligor") in


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any  manner,  whether  directly  or indirectly; provided, however, that Guaranty
does  not  include  endorsements  for  collection  in  the  ordinary  course.

     "Indebtedness" means all items which, in accordance with generally accepted
      ------------
accounting  principles,  would  be  included in determining total liabilities as
shown  on  the liabilities side of a balance sheet of such Person as at the date
on  which  Indebtedness  is  to  be  determined.

     "IRS"  means  the  Internal  Revenue  Service.
      ---

     "Lease"  means any lease or other agreement (however denominated) providing
      -----
for  the  use by one Person or real or personal property owned by another Person
(or,  the  entering  into  such  a  lease  or  agreement).

     "Lien"  means  any mortgage, lien, charge, security interest or encumbrance
      ----
of  any  kind  upon, option to acquire, equity in, or pledge of, any property or
asset, whether now owned or hereafter acquired, and includes the acquisition of,
or  agreement  to  acquire any property or asset subject to any conditional sale
agreement  or  other  title  retention  agreement,  including  a  Lease on terms
tantamount thereto or on terms otherwise substantially equivalent to a purchase.

     "Marks" means any trademarks, trade names, copyrights, service marks, label
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filings  or  patents  including,  without  limitation,  all  marks, trade names,
copyrights,  service marks and label filings, or application or filing therefor.

     "Material"  when  capitalized and used in this Agreement in relation to any
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Person  means  material  in  relation  to  the business, financial condition, or
results  of  operations  of such Person and its Subsidiaries, if any, taken as a
whole.

     "Permitted Lien" means (a) Liens for current taxes not yet due and payable,
      --------------
(b)  such  imperfections of title and easements, if any, which are not known and
which  are  not  material  in  character, amount or extent and do not materially
detract  from the value or interfere with the use, of the assets subject thereto
or affected thereby or otherwise impair business operations, (c) statutory Liens
of  landlords  and  Liens  of  carriers,  warehousemen,  mechanics,  workmen and
materialmen  incurred in the ordinary course of business for sums not yet due or
being  contested in good faith and disclosed on the Schedule of Real Property or
Personal Property, and (d) Liens (other than any Lien created by Section 4068 of
ERISA)  incurred  on  deposits  made  in  the  ordinary  course  of  business in
connection with workers' compensation, unemployment insurance and other types of
social  security.

     "Person"  means  any  individual,  corporation, partnership, joint venture,
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association,  joint-stock  company,  trust,  unincorporated  organization  or
Government.

     "Plan"  means any employee benefit plan, as defined in ERISA, and any other
      ----
plan,  benefit or program of benefits or perquisites  (other than a Governmental
plan,  benefit  or  program)  provided to one or more employees, which is or has
been established, maintained, participated in or contributed to by a Person or a
predecessor  or  successor of a person within the meaning of Section 414 of the
Code.


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     "Related Party" of any specified Person means any Affiliate of such Person.
      -------------

     "Reporting  Act  Documents"  means  the documents filed by Company with the
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Commission  pursuant  to  the  Exchange  Act  since  the  date  their  reporting
obligations  arose  under  Section  13  or  15(d) of the Exchange Act (including
without  limitation, each Annual Report on Form 10-KSB, Quarterly Report on Form
10-QSB,  and  all  proxy  material)  and  all  press  releases  distributed  or
disseminated  by  Company.

     "Requirement  of  Law"  means,  for  any  Person,  any law, rule, judgment,
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regulation, order, writ, injunction or decree of any court or Government and any
decision or ruling of any arbitrator to which such Person is a party or by which
such  Person or any of its assets or property is bound or affected or from which
such  Person  derives  benefits, including without limitation, those relating to
the  discharge  of  materials into the environment and environmental protection,
and  if  such  Person  is  a  corporation,  its  charter  documents  and bylaws.

     "Securities  Act"  means  the  Securities  Act  of  1933,  as  amended.
      ---------------

     "Subsidiary" of a Person means any corporation of which at least a majority
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of  the  outstanding  stock having by the terms thereof ordinary voting power to
elect  a  majority of the directors of such corporation, irrespective of whether
or not at the time stock of any other class or classes of such corporation shall
have  or  might have voting power by reason of the happening of any contingency,
is  at  the  time  directly  or  indirectly owned by such Person, by one or more
Subsidiaries  of  such  Person,  or by such Person and one or more Subsidiaries.

     Section  2.  EXCHANGE.  Company  shall acquire Acquiree, at the Closing, by
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the issuance of 8,500,000 shares of Company Common Stock, in exchange for all of
the  Acquiree  Shares  (the  "Exchange").  The  Exchange shall be effective upon
execution  of  this  Agreement.

     Section  3.  TIME,  DATE  AND  PLACE  OF  CLOSING.  The  closing  of  the
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transactions  contem-plated  by  this Agreement (the "Closing") shall take place
upon  execution  of  this Agreement.  At the Closing, the documents set forth in
Section  4  shall  be  delivered  by  the  respective  parties.

     Section  4.  DELIVERIES  AT  CLOSING.  The  following  documents  shall  be
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delivered  at  or  prior  to  Closing:

     4.1     Company  shall cause its transfer agent to issue the Company Common
Stock  required  to  be  issued  pursuant  to  Sections  2  and  7.2  hereof;

     4.2     The  Shareholders  of  Acquiree  shall  transmit to the Company the
Acquiree  Shares.


     Section  5.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  ACQUIREE.
                  ----------------------------------------------------------

     Acquiree  represents,  warrants  and  covenants  as  follows:


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     5.1  ORGANIZATION,  ETC. Each member of the Acquiree Group is a corporation
          duly  organized,  validly existing and in good standing under the laws
          of  its  jurisdiction  of  incorporation.  Each member of the Acquiree
          Group  has  the corporate power to own its properties and carry on its
          business  as  now  being conducted, execute and deliver this Agreement
          and  consummate the trans-actions contemplated hereby and thereby. The
          copies  of  the charter documents of each member of the Acquiree Group
          provided  to  Company shall reflect all amendments made thereto at any
          time  prior  to  and  as of the Closing and are correct and complete.

     5.2  CAPITAL  STOCK  AND  RELATED  MATTERS. The authorized capital stock of
          Acquiree  consists of 100,000 shares of common stock, no par value per
          share,  of  which  85,000  shares  are  issued and outstanding, and no
          shares of preferred stock are authorized. The authorized capital stock
          of each Subsidiary is as set forth in its respective charter documents
          and  the  all  of  the outstanding capital stock of each Subsidiary is
          owned  by  Acquiree, except as set forth in the Schedule of Compliance
          (all  of  which  capital  stock  is  validly  issued,  fully  paid and
          nonassessable  in  full  compliance  with  all  applicable securities
          laws).  Except as set forth in the Schedule of Compliance, (i) each of
          member  of  the Acquiree Group will not have outstanding any stock or
          securities  convertible  or  exchangeable  for  any  shares of capital
          stock,  nor  will  there  be  outstanding  any  rights  or  options to
          subscribe  for  or  to  purchase  any  capital  stock  or any stock or
          securities  convertible  into or exchangeable for any capital stock of
          any member of the Acquiree Group, (ii) no member of the Acquiree Group
          will  be  subject  to  any  obligation  (contingent  or  otherwise) to
          repurchase  or  otherwise  acquire or retire any shares of its capital
          stock, except as contemplated by this Agreement, and (iii) to the best
          of  the  knowledge  of  the  officers  of  the Acquiree-, there are no
          shareholder  agreements,  proxies,  voting trust agreements or similar
          agreements  or  options  executed  by  any  share-holders of Acquiree.

     5.3  SUBSIDIARIES.  Except  as  set  forth  in  the Schedule of Compliance,
          Acquiree  owns  no  securities  of  any  Person  and  to  the best of
          Acquiree's  knowledge, no officer, director or controlling shareholder
          of  Acquiree  or  its  Subsidiary  owns,  directly  or indirectly, any
          security or financial interest in any other Person which competes with
          or  does  business  with  Acquiree  or  its  Subsidiary.

     5.4  AUTHORIZATION;  NO  BREACH.  The execution and delivery by Acquiree of
          this  Agreement  and  each  of  the  other agreements and transactions
          contemplated  hereby  have  been  duly  authorized  by  all  necessary
          proceedings  of  the  Board  of  Directors  of  Acquiree and, upon the
          requisite  adoption  and approval by the shareholders of Acquiree, all
          corporate  action  of  Acquiree  necessary  for  the authorization and
          consummation  of the transactions contemplated by this Agreement shall
          have  been  taken.  This  Agreement  and each of the other agreements
          contemplated hereby constitute the valid and binding obligations of
          Acquiree  enforceable  against it in accordance with their respective
          terms. The execution, delivery and compliance with and performance by
          Acquiree  of  this  Agreement  and  each  of  the  other  agreements
          contemplated hereby, does not and will not (i) conflict with or result
          in a breach of the terms, conditions or provisions of, (ii) constitute
          a  default  under,  (iii) result in the creation of any material lien,


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          security interest, charge or encumbrance upon either Acquiree's or any
          Subsidiary's  capital stock or assets pursuant to, (iv) give any third
          party  the  right  to  accelerate  any  material obligation under, (v)
          result in a material violation of, or (vi) require any authorization,
          consent,  approval, permit, exemption or other action by or notice to
          any  court  or Governmental body, pursuant to the charter documents of
          Acquiree-  or  its  Subsidiary  or  any  Requirement  of  Law to which
          Acquiree  or  its Subsidiary is subject or any Contractual Obligation
          or  other  instrument,  order, judgment or decree to which Acquiree or
          its  Subsidiary  is  subject.

     5.5  CHANGES  SINCE  JULY  31, 2002. Except as set forth in the Schedule of
          Changes  or as contemplated hereby, since July 31, 2002, Acquiree has
          not:

          5.5.1  Incurred  any  obligations  or  liabilities,  whether absolute,
               accrued,  contingent  or  otherwise,  including,  without
               limitation,  liabilities  as guarantor under any Guaranty, other
               than  obligations  and  liabilities  (a)  incurred  under  this
               Agreement or (b) incurred in the ordinary course of its business
               or  (c) incurred under the Contractual Obligations referred to in
               the  Schedule  of  Contracts;

          5.5.2  Suffered  any adverse change in its business, condition, sales,
               income, assets or liabilities, other than changes in the ordinary
               course  of  business,  none of which has been, in any case or in
               the  aggregate,  Materially  adverse  to  Acquiree;

          5.5.3  Suffered  any  strike,  or to the knowledge of Acquiree and its
               Subsidiaries  after  due  inquiry,  any  threatened  strike, work
               stoppage,  organizational attempts, boycotts, or informational or
               direct  picketing  or  leafletting  with regard to labor matters;

          5.5.4  Made  any  loans  or  advances  or entered into any Contractual
               Obligations  therefor, other than (a) those not exceeding $5,000
               in  the  aggregate  or  (b) those made in the ordinary course of
               business  which  have been properly reflected as "receivables" or
               "prepaid  expenses"  on  the  books  of  account  and  records of
               Acquiree  and  its  Subsidiaries;

          5.5.5  Changed  any  of the accounting principles, methods of applying
               such  principles  or  estimates  used  to  prepare  the Financial
               Statements;

          5.5.6 Mortgaged, pledged or subjected to any Lien or Lease any assets,
               tangible  or  intangible,  except  for  Permitted  Liens;

          5.5.7  Acquired  or  disposed  of  any  assets or properties, by sale,
               merger  or  otherwise, or entered into any Contractual Obligation
               for  any such acquisition or disposition, except in the ordinary
               course  of  business  or  except  for  such  acquisitions  or
               dispositions  which  do  not,  in  any  case or in the aggregate,


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               exceed  $100,000;

          5.5.8  Forgiven or canceled any Indebtedness or Contractual Obligation
               or  waived  any rights of value, in any case of in the aggregate,
               involving  amounts  exceeding  $100,000;

          5.5.9  Entered  into any transaction involving the expenditure of more
               than  $100,000  other  than  in  the ordinary course of business,
               except  with  respect to the Contractual Obligations referred to
               in  the  Schedule  of  Contracts;

          5.5.10 Granted any rights or licenses under any Marks, or entered into
               any  licensing  or  distributorship  arrangement;

          5.5.11  Suffered  any  damage,  destruction  or  loss  in  any  amount
               exceeding  $100,000  (whether  or  not  covered  by  insurance)
               adversely  affecting,  in  any  case  or  in  the  aggregate, its
               business,  condition,  operations,  prospects,  properties  or
               assets;

          5.5.12  Modified,  altered, amended, terminated, adopted, commenced or
               withdrawn  from  participation  in  any  Plan or any Contractual
               Obligation  relating  to any Plan, in whole or in part, or caused
               or  permitted  any  such  modification,  alteration,  amendment,
               termination,  adoption,  commencement  or  withdrawal  from
               participation;

          5.5.13  Caused or permitted any Material change in the manner in which
               it  conducts  its  business;

          5.5.14  Caused or suffered any amendment or termination (other than by
               its  terms)  of  any  Contractual  Obligation  referred to in the
               Schedule  of  Contracts  or  Schedule  of  Capitalization;

          5.5.15  Discharged  or  satisfied  any  Lien  or  paid  any  liability
               exceeding $100,000 other than (a) with respect to the Contractual
               Obligations  referred to in the Schedule of Contracts or Schedule
               of  Capitalization,  (b)  those  adequately  and  specifically
               disclosed or reserved against on the Financial Statements, or (c)
               those incurred in the ordinary course of its business consistent
               with  past  practices;

          5.5.16  Failed to discharge or satisfy when due any liability and such
               failure  has  caused or will cause actual damages or risk of loss
               in  any amount exceeding $100,000 over and above amounts actually
               due  which  appear  on  the  Financial  Statements;

          5.5.17  Issued, sold, or delivered or agreed to issue, sell or deliver
               any  additional  shares  of  its  capital  stock or any options,
               warrants  or  rights  to  acquire  any  such  capital  stock  or


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               securities  convertible  into  or  exchangeable for such capital
               stock;

          5.5.18  Declared,  made, paid or set apart any sum or property for any
               dividend  or  other distribution to its shareholders or purchased
               or  redeemed  any  shares  of  its  capital  stock or any option,
               warrant  or  right  to  purchase  any  such  capital  stock,  or
               reclassified  its  capital  stock;

          5.5.19  Increased  the wages, salaries, compensation, pension or other
               benefits  payable  or to become payable by Acquiree or any of its
               Subsidiaries to any officer, employee or agent, other than merit,
               cost-of-living  and  other  normal  increases;

     5.6  TAXES.

          5.6.1  Each  member of the Acquiree Group has timely filed (within the
               applicable  extension  periods) with the appropriate Governmental
               agencies  all  Governmental tax returns, information returns, tax
               reports  and  declarations which are required to be filed by any
               member  of  the Acquiree Group, except for late filings which did
               not  result  in  the  imposition  of  any  substantial  monetary
               liabilities.  All  Governmental tax returns, information returns,
               tax  reports and declarations filed by any member of the Acquiree
               Group  for years for which the statute of limitations has not run
               (the  "Tax  Returns")  are correct in all Material respects. Each
               member  of  the  Acquiree Group has timely paid (or has collected
               and  paid  over  in  the case of sales, use or similar taxes) all
               taxes,  additions  to  tax,  penalties,  interest,  assessments,
               deposits,  and  other Governmental charges imposed by law upon it
               or  any of its properties, tangible or intangible assets, income,
               receipts, payrolls, transactions, capital, net worth, franchises,
               or  upon the sale, use or delivery of any item sold by any member
               of  the  Acquiree  Group,  other  than as may be disclosed in the
               Schedule  of Taxes. Except as set forth in the Schedule of Taxes,
               no Tax Returns have been examined by any Governmental authority.
               Except  as  may  be  disclosed in the Schedule of Taxes or in any
               document  delivered  to  Acquiree  therewith,  no  member  of the
               Acquiree Group (i) is currently being audited with respect to any
               tax,  assessment  or other Governmental charge, (ii) has received
               formal  or  informal  notice from any Government that an audit or
               investigation  with  respect  to  any  tax,  assessment  or other
               Governmental  charge  is  to  be  initiated,  (iii)  is formal or
               informally  discussing  Material pending ruling requests or other
               Material  tax  or  assessment  issued with any other Governmental
               taxing  authority  in  connection  with any matter concerning any
               member  of  the  Acquiree  Group,  or  (iv)  has been formally or
               informally  notified  of  any potential tax or assessment issued
               which  any  Governmental  taxing  authority  intends  to raise in
               connection  with any matter concerning any member of the Acquiree
               Group. Except (i) as may be disclosed in the Schedule of Taxes or


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               (ii)  in  connection  with any pending audit or investigation, no
               member  of the Acquiree Group has granted or proposed any waiver
               of any statue of limitations with respect to, or any extension of
               a  period  for  the  assessment or collection of, or any offer in
               compromise of any Governmental tax. The accruals and reserves for
               taxes reflected on the Financial Statements are adequate to cover
               substantially  all  taxes (including additions to tax, interest,
               penalties,  and  other  charges  or  assessments,  if any) which
               become  due  and  payable  or  accruable  by  reason  of business
               conducted  by  any  member of the Acquiree Group through July 31,
               2002.  No  Person has ever been a "consenting corporation" within
               the  meaning  of  Section  341(f)  of  the Code. No member of the
               Acquiree  Group  is  now  or  has  ever  been a "personal holding
               company"  within the meaning of Section 542(a) of the Code nor is
               now  nor  has  ever  been  a corporation which meets the tests of
               Section  542(b)(2)  of  the Code. No member of the Acquiree Group
               has  participated  in,  or is required to participate in for any
               period  prior  to  the date of this Agreement, the filing of any
               consolidated  Tax  Return,  other  than  (i)  as set forth in the
               Schedule  of  Taxes or (ii) as a member of an affiliated group of
               which  Acquiree  is  the  common  parent.

     5.7  CONTRACTUAL  OBLIGATIONS.

          5.7.1  Except  as may be set forth in the Schedule of Contracts, there
               are  no  Contractual  Obligations of the following types to which
               Acquiree  or any of its Subsidiaries or any Plan is a party or by
               which  Acquiree  or  any  of  its  Subsidiaries  or  any of their
               properties  are  bound  as  of  the  date  hereof:

               (a)  Mortgages, indentures, loan agreements, security agreements,
                    conditional  sales  contracts,  forms  of  consumer  credit
                    agreements  or  other  Contractual  Obligations relating to
                    Indebtedness, the extension of credit to Acquiree or any of
                    its  Subsidiaries  or by Acquiree or any of its Subsidiaries
                    to  their  customers or the obtaining or issuance of letters
                    of  credit.

               (b)  Partnership  or  joint  venture  agreements.

               (c)  Employment,  consulting  or  management  service agreements.

               (d)  Collective  bargaining  agreements.

               (e)  Plans  or  Contractual  Obligations,  trusts,  funds  or
                    arrangements  for  the  benefit of employees (whether or not
                    legally  binding).

               (f)  License,  sales  agency,  franchise,  or  distributorship
                    agreements.


<PAGE>
               (g)  Contractual  Obligations  for  the assignment by Acquiree or
                    any  of  its  Subsidiaries  or  accounts  receivable.

               (h)  Contractual Obligations for the sale or Lease by Acquiree or
                    any  of  its Subsidiaries or any assets for a sales price or
                    aggregate  rentals exceeding $10,000 in the aggregate to any
                    one  Person.

               (i)  Licenses  of  Marks  or  other intellectual property rights.

               (j)  Contractual  Obligations  for capital expenditures in excess
                    of  $100,000  for  a  single  project.

               (k)  Brokerage  or  finder's  agreements.

               (l)  Agreements or other documents creating Liens relating to any
                    real  or  personal  property  owned  or  Leased.

               (m)  Leases  of,  commitments  to  Lease,  and  other  agreements
                    relating  to  the  Lease  of,  real  or  personal property.

               (n)  Contractual  Obligations  containing  covenants limiting the
                    freedom of Acquiree or any of its Subsidiaries to compete in
                    any  line  of  business  with  any  Person  or  in any area.

               (o)  Contractual  Obligations  containing  in any case a specific
                    clause or affected by a Requirement of Law giving any Person
                    who  is  a party to such Contractual Obligation the right to
                    renegotiate or require a reduction in price or the repayment
                    of  any  amount previously paid because the profit resulting
                    to Acquiree or any of its Subsidiaries from such Contractual
                    Obligation  is  directly  related  to  a specific factor or
                    factors including, but not limited to sales, cost, assets or
                    invested  capital.

               (p)  Guaranties.

               (q)  Any  registration rights or preemptive rights to any holder
                    or  prospective  holder  of  its  securities.

               (r)  Other  Contractual  Obligations  which  in  any case involve
                    payments  or  receipts  thereunder of more than $100,000 in
                    the  aggregate  with  any  one  Person  or  which cannot be
                    terminated  without  any  payment  on  notice of 30 days or
                    less.

          5.7.2  Except  as  may  be  set  forth  in  the Schedule of Contracts:


<PAGE>
               (a)  Each  Contractual Obligation therein listed in is full force
                    and  effect;

               (b)  Acquiree  and each of its Subsidiaries and, to the knowledge
                    of  Acquiree and each of its Subsidiaries, all other parties
                    to  such  Contractual  Obligations  have  performed  all
                    obligations required to be performed by them to date and no
                    party  to  any  such  Contractual  Obligation  is in default
                    thereunder;

               (c)  No  such Contractual Obligation contains any provision which
                    is  unusually  burdensome,  restrictive  or  unfavorable  to
                    Acquiree  or  any  of  its  Subsidiaries  or  which  has  a
                    Materially adverse effect, or is likely to have a Materially
                    adverse  effect  in the future, on Acquiree, and no event or
                    condition  exists  which  constitutes,  or  after notice or
                    lapse  of  time or both, would constitute, a default on the
                    part  of  Acquiree  or  any  of  its  Subsidiaries,  would
                    constitute a default on the part of any of the other parties
                    thereto.

               (d)  There  has  been  no  expressly  or  impliedly  irrevocable
                    termination or cancellation of the business relationship of
                    Acquiree or any of its Subsidiaries with (i) any supplier or
                    affiliated  group  of suppliers whose sales, individually or
                    in  the  aggregate,  constituted more than $100,000 or gross
                    purchases made by Acquiree and its Subsidiaries for the past
                    12  months  or  (ii)  any  customer  or  affiliated group of
                    customers whose purchases, individually or in the aggregate,
                    constituted  more  than  $100,000  of  gross  sales  made by
                    Acquiree  and  its  Subsidiaries  for  the  past  12 months.

               (e)  Neither Acquiree nor any of its Subsidiaries has outstanding
                    any  powers  of  attorney.

          5.7.3  The  Schedule  of Contracts accurately sets forth the aggregate
               amount  of  open purchases orders and sales orders outstanding on
               the  date  hereof.

     5.8  LITIGATION.

          5.8.1  Except as may be disclosed in the Schedule of Litigation, there
               are  no:

               (a)  pending,  or  to  the  knowledge  of  Acquiree or any of its
                    Subsidiaries,  contemplated,  administrative  or  judicial
                    proceedings  against  Acquiree  or  any  of its Subsidiaries
                    arising  under  any  Governmental  provisions regulating the
                    discharge  or  materials  into  the environment or otherwise
                    relating  to  the  protection  of  the  environment  or
                    occupational  and  safety laws relating to job conditions or
                    safety;


<PAGE>
               (b)  pending  or,  to  the  knowledge  of  Acquiree or any of its
                    Subsidiaries,  contemplated,  administrative  or  judicial
                    proceedings  against  Acquiree  or  any  of its Subsidiaries
                    arising  out  of  the  Foreign  Corrupt  Practices Act; nor

               (c)  claims,  actions,  suits,  proceedings,  arbitrations,
                    investigations  or  inquiries  pending  before  any court or
                    Governmental  body  or  agency,  or  any private arbitration
                    tribunal,  or,  to  the knowledge of Acquiree or any of its
                    Subsidiaries,  threatened  against  or relating to Acquiree,
                    any  of  its Subsidiaries, any Plan, any assets, properties,
                    or  business  of Acquiree or any of its Subsidiaries, or the
                    transactions  contemplated  by  this  Agreement  nor  to the
                    knowledge  of  Acquiree or any of its Subsidiaries its there
                    any  basis  for  any  such  claim, action, suit, proceeding,
                    arbitration,  investigation  or  inquiry.

          5.8.2  Except  as  set  forth  in  the Schedule of Litigation, neither
               Acquiree  or  any of its Subsidiaries, nor any officer, director,
               partner,  or employee of Acquiree or any of its Subsidiaries, has
               been  permanently  or  temporarily enjoined by order, judgment or
               decree  of any court or other tribunal or any Governmental agency
               from  engaging in or continuing in the conduct or practice of its
               business.  There  is not in existence any judgment, order, writ,
               injunction  or  decree  to  take  action  of any kind or to which
               Acquiree or any of its Subsidiaries or their business, properties
               or  assets  are  subject  or  bound.

     5.9  PRODUCT  LIABILITY. Except as set forth on the Schedule of Litigation,
          there  is no existing or threatened claim, or facts upon which a claim
          could  be  based,  against Acquiree or any of its Subsidiaries for any
          product sold or Leased or service performed by Acquiree or any of its
          Subsidiaries prior to the date of this Agreement which is defective or
          fails  or  has  failed  to  meet  any  product  warranties.

     5.10 CLAIMS  FOR  INJURIES.  Except  as  set  forth  on  the  Schedule  of
          Litigation,  there are no claims seeking damages for personal or other
          injuries  resulting  from the Lease, sale or use of any of the assets,
          products,  services,  or  goods  of  Acquiree  or  any  of its assets,
          products,  services,  or  goods of Acquiree or any of its Subsidiaries
          which  Acquiree  has  placed  in  the  hands  of  insurance  carriers.

     5.11 TRADEMARKS,  TRADE  NAMES,  PATENTS,  ETC.

          5.11.1  Except  as  may  be  listed  in  the  Schedule  of Patents and
               Trademarks,  (a)  there are no Marks owned, licensed, used by or
               registered in the name of Acquiree or any of its Subsidiaries and
               no  applications  for  Marks  made  by  Acquiree  or  any  of its
               Subsidiaries  or  by their employees for the benefit of Acquiree


<PAGE>
               or  any  of  its  Subsidiaries;  (b)  Acquiree  or  one  of  its
               Subsidiaries  is  the  registered  and  beneficial owned or the
               Marks  listed in the Schedule of Patents and Trademarks as owned
               by  it,  free  and  clear of any royalty or Lien; (c) all of such
               Marks  are  freely  assignable  by  Acquiree  or  any  of  its
               Subsidiaries;  (d)  neither Acquiree nor any of its Subsidiaries
               has  any  knowledge  of  any  notice  or claim or other reason to
               believe  that  any  mark is not valid or enforceable by the owner
               thereof  or of any infringement upon or conflict with any Mark or
               proprietary right of any third Person by the owner thereof or any
               claim  of  a third Person alleging such infringement or conflict;
               (e)  neither  Acquiree  nor  any  of  its  Subsidiaries  has  any
               knowledge  of any infringement by any third Person upon any Mark
               listed  in  the  Schedule  of  Patents  and  Trademarks; and (f)
               neither Acquiree nor any of its Subsidiaries has taken or omitted
               to  take any action which would have the effect of waiving any of
               the  rights  of  Acquiree  or  its  Subsidiaries  under any Mark.

          5.11.2  The  Schedule  of Patents and Trademarks sets forth a complete
               and  correct  list  of  all  inventions, formulae, trade secrets,
               manufacturing  processes, know-how or other intellectual property
               rights which have been reduced to writing and which are necessary
               or  useful  in  the  operation of the business of Acquiree or its
               Subsidiaries in the manner presently operated by Acquiree or any
               of its Subsidiaries or in the marketing of the products presently
               marketed  by  Acquiree  or any of its Subsidiaries. Except as set
               forth  in the Schedule of Patents and Trademarks, (a) Acquiree or
               any  of  its Subsidiaries has the right to use, free and clear of
               any  know  royalties,  claims  or  rights  of  others,  all  such
               inventions,  formulae,  trade  secrets,  manufacturing processes,
               know-how  or  other  intellectual property rights (whether or not
               reduced  to writing) necessary or useful in the operation of the
               business  of  Acquiree  and  its  Subsidiaries  in  the  manner
               presently  operated  by  Acquiree  and  Subsidiaries  or  in  the
               marketing  of  the products presently marketed by Acquiree or any
               of  its  Subsidiaries,  including, without limitation (subject to
               licensor's  rights under Contractual Obligations which are listed
               in  the Schedule of Contracts), any product licensed from others;
               and  (b)  the  record  and  beneficial  ownership  of  all Marks,
               inventions,  formulae,  trade  secrets,  know-how  and  other
               intellectual property rights used in the business of Acquiree and
               each  of  its  Subsidiaries  has  been  duly  and  effectively
               transferred  to  Acquiree  or  one  or  more of its Subsidiaries.

     5.12 EMPLOYEE  MATTERS.

          5.12.1  Except  as  may be set forth in the Schedule of Employees, (a)
               Acquiree and its Subsidiaries are in compliance with Requirements
               of  Law respecting employment and employment practices, terms and
               conditions of employment, and wages and hours and are not engaged
               in  any  unfair  labor  practice;  (b)  there is no unfair labor
               practice  complaint  pending  or, to the knowledge of Acquiree or


<PAGE>
               any  of  its  Subsidiaries, threatened against Acquiree or any of
               its  Subsidiaries  before  the National Labor Relations Board or
               any  Governmental agency; (c) there is not now nor has there been
               during the last four years any labor strike, dispute, grievance,
               controversy  or  other labor trouble; (d) no union representation
               question  exists  respecting  the employees of Acquiree or any of
               its  Subsidiaries;  (e)  there  are  no  collective  bargaining
               agreements  binding upon Acquiree or any of its Subsidiaries; and
               (f)  there  is  no  pending  arbitration  or  judicial proceeding
               arising out of or under collective bargaining agreements or other
               employment  agreements  or  the  employer-employee  relationship.

          5.12.2  Except  as set forth in the Schedule of Employees, no employee
               of  Acquiree  or  any  of its Subsidiaries is now due a bonus, or
               would  be due a bonus at the end of the current fiscal year, upon
               the  occurrence  of  a contingency or otherwise, under agreements
               currently  in  effect. Except as may be set forth in the Schedule
               of  Employees,  all accrued obligations of Acquiree or any of its
               Subsidiaries, whether arising by operation of law, by Contractual
               Obligation  or  by  past  custom, for payments to trusts or other
               funds or to any Governmental agency, with respect to unemployment
               compensation,  social security, workers' compensation, disability
               programs,  accrued  vacation,  accrued  sick  pay, pension or any
               other benefits for employees as of the date hereof have been paid
               or adequate accruals therefor on the books of account of Acquiree
               or  any  of  its Subsidiaries have been provided, and none of the
               foregoing has been rendered not due by reason of any extension of
               waiver.

          5.12.3  The  data  printout  attached  to  the  Schedule  of Employees
               correctly and accurately sets forth each employee, consultant or
               commission  agent  of  the  Acquiree Group who is employed by the
               Acquiree  Group  as of the date of such printout and with respect
               to  each  such employee presently employed, such Person's rate of
               compensation (including any commissions) for the period specified
               and  such  Person's  year  to date compensation as of the end of
               such  period. The Schedule of Employees correctly and accurately
               lists  with  respect  to  each employee, consultant or commission
               agent  of  the  Acquiree  Group who, during the last fiscal year
               earned  or  who, during the current fiscal year would earn (based
               on  current  practices)  $100,000 or more on an annualized basis,
               and  with  respect  to each such Person, the positions held as of
               the  date  hereof  and  held since April 1, 1990, and the date on
               which  the  compensation  of  such  Person  was  last  changed,
               including  the  amount  of  such  change.

          5.12.4  Except as set forth in the Schedule of Employees, Acquiree- is
               not  a  party  to  or  bound  by  any  employment  or  commission
               agreements  in  excess  of  one  year  or  which  could  require
               compensation  and  benefits,  collective  employment contracts,
               deferred  compensation  agreements,  bonus  plans, profit sharing


<PAGE>
               plans,  pension  plans  or  any  other  Plans. There have been no
               material  labor  difficulties.

     5.13 EMPLOYEE  BENEFIT  PLANS.

          5.13.1  All  Plans comply with all Requirements of Law. No liabilities
               to  any  Government  for  taxes,  penalties, interest, premiums,
               contributions, or any other items have been incurred with respect
               to  any  Plan  other  than in the ordinary course of business for
               current  items paid or items set forth or reserved against on the
               Financial  Statements.

          5.13.2  The  Schedule  of  Employees sets forth a complete list of all
               Plans  covering  any  employee  of  Acquiree  or  any  of  its
               Subsidiaries,  the identity of each funding agency holding assets
               of  any  such Plan, the identity of any insurance company issuing
               any  contract  or policy under any such Plan, and the identity of
               any  actuarial  adviser  or service provider retained by, or who
               provided  services  to,  any  Plan  during  the  past  18 months.

          5.13.3  No  Plan has incurred any liability other than pursuant to the
               terms of the Plan in the ordinary course of business of the Plan.
               No  assets  of any Plan have suffered any material adverse change
               since  the  last  valuation  report.

          5.13.4 Each Plan has good and marketable title to all of the assets it
               purports  to  own free and clear of all Liens. No Plan is a party
               to any (a) Contractual Obligation other than one entered into in
               the ordinary course of business, (b) partnership or joint venture
               agreements,  or  (c)  employment,  consulting,  or  management
               agreements  except  as  may  be  set  forth  on  the  Schedule of
               Contracts.

          5.13.5  The  Schedule of Transactions with Interest Persons completely
               and  accurately  describes  (a)  all  Indebtedness outstanding on
               March  31,  2002  or  thereafter  incurred  and (b) all sales of
               property  or performances of services for which payment has been
               incurred  or accrued on or after March 31, 2002, between any Plan
               on  the  one  hand,  and  any  officer,  director,  or partner of
               Acquiree  or  any of its Subsidiaries, or any Affiliate of any of
               them,  on  the  other.

     5.14 COMPLIANCE  WITH  LAWS.  Except  as  set  forth  in  the  Schedule  of
          Compliance,  no member of the Acquiree Group is in Material violation
          of  any  Material  applicable  Requirement  of  Law.

     5.15 CONSENTS.  Except  as  may  be  set forth in the Schedule of Consents:

          5.15.1  There  is no consent, approval, order, or authorization of, or
               registration,  declaration  or  filing  with,  any  Governmental
               authority  on  the  part  of  Acquiree or any of its Subsidiaries


<PAGE>
               required  in  connection  with  the valid execution, delivery and
               performance  by  Acquiree  or  any  of  its  Subsidiaries of this
               Agreement  and the consummation of the transactions contemplated
               herein  by  Acquiree  or  any  of  its  Subsidiaries.

          5.15.2  All  permits,  concessions,  grants,  franchises, licenses and
               other  Governmental  authorizations  and approvals necessary for
               the conduct of the business of Acquiree and its Subsidiaries have
               been  duly  obtained  and are in full force and effect, and there
               are  no  proceedings  pending or, to the knowledge of Acquiree or
               any  of  its  Subsidiaries,  threatened  which  may result in the
               revocation, cancellation or suspension, or any materially adverse
               modification  of  any  thereof.

          5.15.3  There is no consent, approval or authorization of any landlord
               under  any  Lease of any member of the Acquiree Group required in
               order  to  prevent  such  landlord  from having the right to take
               action  (or  refrain  from  taking  action).

          5.15.4  There  is  no  consent, approval or authorization of any other
               Person  (a)  whose  consent  is  required under any agreement set
               forth  in  the Schedule of Contracts in order to permit Acquiree
               to consummate the transaction contemplated hereby, (b) who in the
               absence of such consent, would have the right to (i) declare such
               agreement in default, (ii) terminate or modify such agreement, or
               (iii)  accelerate the time within which, or the terms under which
               any member of the Acquiree Group is to perform any act or receive
               any rights or benefits under such agreement, or (c) which, if not
               received,  would  result  in  (i) a default under such agreement,
               (ii)  the termination or modification of such agreement, or (iii)
               the  acceleration  of  the  time within which, or the terms under
               which,  any member of the Acquiree Group is to perform any act or
               receive  any  rights  or  benefits  under  such  agreement.

     5.16 EFFECT  OF  AGREEMENT.  Except  as  disclosed  in  the  Schedule  of
          Enforceability,  the  execution,  delivery  and  performance  of  this
          Agreement  by Acquiree or any of its Subsidiaries and the consummation
          of  the transactions contemplated hereby will not, with or without the
          giving  of  notice  or  the  lapse  of  time,  or  both:

          5.16.1 Violate any Requirement of Law applicable to Acquiree or any of
               its  Subsidiaries.

          5.16.2  Result  in  the breach of or conflict with any term, covenant,
               condition,  or  provision  of,  result  in  the  modification  or
               termination  of,  constitute  a  default  under, or result in the
               creation  or imposition of any Lien upon any of the properties or
               assets  of  Acquiree  or  any  of  its  Subsidiaries  under,  any
               Contractual  Obligation  to  which  Acquiree  or  any  of  its
               Subsidiaries  is  a  party  or  by which any of their property is
               bound.


<PAGE>
     5.17 TRANSACTIONS  WITH  INTERESTED  PERSONS.

          5.17.1 Except as may be set forth in the Schedule of Transactions with
               Interested  Persons, no officer, director, or partner of Acquiree
               or  any  of  its  Subsidiaries  or any Affiliate of the foregoing
               owns,  directly  or  indirectly, on an individual or joint basis,
               any  Material  interest  in, or serves as an officer, director or
               employee  of, any customer, competitor or supplier of Acquiree or
               any  of  its  Subsidiaries,  or  any  Person which has a Material
               contract or arrangement with Acquiree or any of its Subsidiaries
               or  any  Related  Party.

          5.17.2  The Schedule of Transactions with Interested Persons correctly
               and  accurately describes all Indebtedness, all sales of property
               and  performances  of  services and any other transaction between
               Acquiree  or  any  of  its Subsidiaries, on the one hand, and any
               Related  Party or officer, director or partner of Acquiree or any
               of  its  Subsidiaries  or  any Affiliate of the foregoing, on the
               other,  which  (a)  was  outstanding  on  March  31, 1993 (b) was
               incurred  or  took  place  after  March  31,  1993,  or  (c)  was
               outstanding  on  the date hereof other than for personal services
               performed  by  an officer for Acquiree or any of its Subsidiaries
               within  the  past  30  days.

          5.17.3  The Schedule of Transactions with Interested Persons correctly
               and  accurately  sets  forth  with  respect  to  the  sale of any
               property  or  the performance of any services between Acquiree or
               any  of  its Subsidiaries, on the one hand, and any Related Party
               or  officer,  director,  or  partner  of  Acquiree  or any of its
               Subsidiaries  or  any  Affiliates of the foregoing, on the other,
               which  is  described  in  response to Section 5.17.2, (a) whether
               such transaction was on terms comparable to those that would have
               resulted  from dealing between unrelated parties, and, (b) if any
               such  transaction was not on terms which would have resulted from
               dealings between unrelated parties, the terms comparable to those
               that would have resulted from dealings between unrelated parties.

          5.17.4  The Schedule of Transactions with Interested Persons correctly
               and  accurately  describes  all items of personal property, other
               than expendable supplies, physically removed from the possession
               of  Acquiree or any of its Subsidiaries or retired from the books
               of accounts of Acquiree or any of its Subsidiaries by any Related
               Party  or officer, director, or partner of Acquiree or any of its
               Subsidiaries  or  any  Affiliate of the foregoing since July 31,
               1992.

     5.18 BOOKS  AND  RECORDS.  The  books  of  account  and other financial and
          corporate  records  of  Acquiree and its Subsidiaries and of each Plan
          are  in  all Material respects complete and correct, are maintained in
          accordance  with usual business practices and comply with all Material
          applicable  Requirements  of  Law. Such books and records reflect only


<PAGE>
          valid  transactions  and  all valid transactions involving Acquiree or
          any  of  its  Subsidiaries  of a kind required to be reflected on such
          books  and  records  are  reflected  on  such  books  and records. The
          corporate  minute  books  of each member of the Acquiree Group contain
          accurate  records of all meetings and consents of all of the directors
          and  shareholders  since  the  incorporation of each member. The stock
          books  and  ledgers  of  each  member  of  the Acquiree Group contain
          accurate records of all issuances, retirements and transfers of record
          of  capital  stock.

     5.19 PROPERTY.

          5.19.1  The  Schedule  of  Real  Property  or  the  Schedule of Leases
               completely  and  accurately  describes  all  real  property  and
               interests  in real property owned or Leased by the Acquiree Group
               including, without limitation, for each Lease, the address of the
               real  property, the name and address of the landlord, the term of
               the  Lease, the amount of rent payable under the Lease and, as to
               any option to renew, for each option, the number of years covered
               by  such  option.  Acquiree  and  its  Subsidiaries have good and
               marketable title to all real properties which they purport to own
               and  valid  leasehold interests in all real properties which they
               purport  to  Lease,  in  each  case  free and clear of all Liens,
               except Permitted Liens or Liens set forth in the Schedule of Real
               Property.  Except  as set forth in the Schedule of Real Property,
               (i)  each Lease of real property to which Acquiree or any of its
               Subsidiaries is a party is in full force and effect in accordance
               with  its  terms, (ii) all rents and other amounts required to be
               paid  to date under such Leases have been paid, (iii) no event or
               condition  exists  which constitutes, or after notice or lapse of
               time  or both would constitute, a default on the part of Acquiree
               or  any  of  its Subsidiaries under any Lease of real property to
               which  Acquiree or any of its Subsidiaries is a party and, to the
               knowledge of Acquiree or any of its Subsidiaries, there exists no
               such  event  or  condition which constitutes or would constitute
               such  a  default on the part of any of the other parties thereto.
               Except as set forth in the Schedule of Real Property, no property
               owned  by  Acquiree  or any of its Subsidiaries is subject to any
               sublease,  concession or license which entitles any Person (other
               than  employees  of  Acquiree  or  any  of  its  Subsidiaries) to
               transact  business  on  any  such  property.

          5.19.2  Acquiree and its Subsidiaries have valid Leases respecting all
               personal  property  they purport to Lease. The rights of Acquiree
               and  its  Subsidiaries  as lessee under such Leases are free and
               clear  of  all Liens, except Permitted Liens. Except as set forth
               in the Schedule of Personal Property, (i) each Lease of personal
               property  to which Acquiree or any of its Subsidiaries is a party
               is  in  full  force and effect in accordance with its terms, (ii)
               all  rents  and  other  amounts required to be paid to date under


<PAGE>
               such  Leases  have  been paid, (iii) no event or condition exists
               which constitutes, or after notice or lapse of time or both would
               constitute,  a  default  on  the  part  of Acquiree or any of its
               Subsidiaries  under  any such Lease, and (iv) to the knowledge of
               Acquiree  or  any of its Subsidiaries, there exists no such event
               or condition which constitutes or would constitute such a default
               on  the  part  of  any  of  the  other  parties  thereto.

     5.20 REPORTING  ACT  DOCUMENTS.  Except  as  set  forth  in the Schedule of
          Compliance,  Acquiree has, in all Reporting Act Documents, complied in
          all material respects with the reporting and proxy requirements of the
          Exchange  Act  and  the  rules  and  regulations  of  the  Commission
          promulgated  thereunder.  The information contained in each Reporting
          Act  Document of Acquiree is true and correct in all Material respects
          as  of  the  date  thereof, and no Reporting Act Document contains any
          untrue statement of a Material fact or omits to state a Material fact
          required  to  be  stated  therein  or necessary to make the statements
          therein  not  misleading  as  of  the  date  thereof.

     5.21 FINANCIAL STATEMENTS. Except as set forth on the Schedule of Financial
          Statements,  the  consolidated  financial  statements of Acquiree (for
          purposes of this Article V, the "Financial Statements) present fairly
          the  consolidated  financial  position  and results or operations and
          changes  in  the  consolidated  financial position of Acquiree and its
          Subsidiaries  at  the respective dates and for the respective periods
          indicated  in accordance with generally accepted accounting principles
          applied  on  a  consistent  basis.

     5.22 ABSENCE  OF UNDISCLOSED LIABILITIES. Except to the extent reflected or
          reserved  against  on  the Financial Statements or as set forth in the
          Disclosure  Schedules,  no  member  of  the  Acquiree  Group  has  any
          liability,  whether absolute, accrued, known or unknown, contingent or
          otherwise,  whether  due  or  to  be  come  due,  including  without
          limitation,  liabilities  as  guarantor  under  any  Guaranty  and any
          liabilities  for  taxes  or other Governmental charges, for any period
          prior to July 1, 2002, or arising out of any transaction any member of
          the  Acquiree  Group entered into prior to such date or arising out of
          any  state  of  facts  arising  prior  to  such date, other than those
          incurred in the ordinary course of business, none of which has had, or
          may  be  reasonably  expected  to  have,  a Material adverse effect on
          Acquiree.

     5.23 INSURANCE.  Except  as  set  forth  in  the  Schedule  of  Insurance:

          5.23.1  (a)  Acquiree  and  each  of  its  Subsidiaries has maintained
               insurance  with  respect  to  its properties and business against
               loss  or  damage  of  the  kinds  customarily  insured against by
               corporations  of  established  reputation engaged in the same or
               similar business and similarly situated, including insurance with
               respect  to  product  liability and warranty claims of such types
               and in such amounts as are customary under the circumstances, (b)
               Acquiree  and  each  of  its  Subsidiaries  has  maintained  such
               insurance  with financially sound and reputable insurers, and (c)
               each insurance policy maintained by Acquiree and its Subsidiaries


<PAGE>
               is in full force and effect, all premiums due thereon having been
               paid and all provisions of such policy having been complied with.

          5.23.2  Neither  Acquiree nor any of its Subsidiaries has received any
               notice  of  any  pending  or  threatened  terminations or premium
               increases  with  respect  to  such  insurance  policies.

          5.23.3  Neither  Acquiree nor any Subsidiary of Acquiree has failed to
               give  any  notice or present any claim under any insurance policy
               in  a  due  and  timely  fashion.

          5.23.4  There are no outstanding requirements or recommendations by or
               mad eon behalf of any insurance company that issued a policy with
               respect  to any of the properties, assets or business of Acquiree
               or  any  of  its  Subsidiaries  requiring  or  recommending  any
               equipment  or facilities to be installed on or in connection with
               any  of  the  properties or assets owned or leased by Acquiree or
               any  of  its  Subsidiaries.

     5.24 DISCLOSURE.  Neither  this  Agreement  nor  any  written  document,
          statement,  list,  schedule, certificate or other instrument referred
          to  herein  or  delivered  by  or  on behalf of Acquiree or any of its
          Subsidiaries  in connection with the transactions contemplated hereby
          contains  any  untrue statement of a Material fact or omits to state a
          Material  fact necessary to make the statements herein and therein, in
          light of the circumstances under which they were made, not misleading.
          There  is  no  fact known to Acquiree or any of its Subsidiaries which
          Materially adversely affects, or in the future is likely to (so far as
          Acquiree  or  any  of  its  Subsidiaries  can  now reasonably foresee)
          Materially  adversely  affect  Acquiree  or  any  Plan, other than (a)
          general  economic or business conditions or (b) facts set forth herein
          or  which  may  be  set forth in the Disclosure Schedules referred to
          herein.

     5.25 BROKERS.  Neither Acquiree nor any Subsidiary of Acquiree has incurred
          or  become  liable for any commission, fee or other similar payment to
          any broker, agent, finder or other intermediary in connection with the
          negotiation  of this Agreement or the consummation of the transactions
          contemplated  hereby.

     5.26 RECORDS  OF  THE  BUSINESS.  The  books of account and other financial
          records  of  Acquiree  and  Subsidiary  are  complete and correct, are
          maintained in accordance with usual business practices and comply with
          all  Requirements  of  Law.  Such books and records reflect only valid
          transactions  and  all valid transactions required to be reflected on
          such  books  and  records  are  reflected upon such books and records.

     Section  6.     REPRESENTATIONS  AND WARRANTIES OF COMPANY.  Company hereby
represents  and  warrants  to  Acquiree  as  follows:


<PAGE>
     6.1  ORGANIZATION,  ETC.  Company  is a corporation duly organized, validly
          existing  and  in  good  standing under the laws of the State of Utah.
          Company has the corporate power to own its properties and carry on its
          business  as  now  being conducted, execute and deliver this Agreement
          and  consummate the transactions contemplated hereby and thereby. The
          copies of the articles of incorporation and bylaws of Company provided
          to  Acquiree  shall  reflect  all  amendments made thereto at any time
          prior  to  and  as  of  the  Closing  and  are  correct and complete.

     6.2  CAPITAL  STOCK  AND  RELATED  MATTERS. The authorized capital stock of
          Company consists of 20,000,000 shares of common stock, par value $.001
          per  share,  of which 8,454,134 shares are issued and outstanding, and
          no  shares of preferred stock. Except as set forth in Exhibit 6.2, (i)
          Company will not have outstanding any stock or securities convertible
          or  exchangeable  for  any  shares of capital stock, nor will there be
          outstanding  any rights or options to subscribe for or to purchase any
          capital  stock  or  any  stock  or  securities  convertible  into  or
          exchangeable  for  any  capital  stock  of Company (ii) Company is not
          subject  to  any obligation (contingent or otherwise) to repurchase or
          otherwise acquire or retire any shares of its capital stock, except as
          contemplated by this Agreement, and (iii) to the best of the knowledge
          of  the officers of the Company-, there are no shareholder agreements,
          proxies,  voting  trust  agreements  or  similar agreements or options
          executed  by  any  shareholders  of  Company.

     6.3  SUBSIDIARIES.  Except  as  set  forth  in  the Schedule of Compliance,
          Company owns no securities of any Person and to the best of Company's
          knowledge,  no officer, director or controlling shareholder of Company
          owns,  directly  or  indirectly, any security or financial interest in
          any  other  Person  which competes with or does business with Company.

     6.4  AUTHORIZATION;  NO  BREACH.  The  execution and delivery by Company of
          this  Agreement  and  each  of  the  other agreements and transactions
          contemplated  hereby  have  been  duly  authorized  by  all  necessary
          proceedings  of  the  Board  of Directors of Company and all corporate
          action  of Company necessary for the authorization and consummation of
          the transactions contemplated by this Agreement shall have been taken.
          This  Agreement and each of the other agreements contemplated hereby
          constitute  the valid and binding obligations of Company enforceable
          against  it in accordance with their respective terms. The execution,
          delivery  and  compliance  with  and  performance  by Company of this
          Agreement  and  each of the other agreements contemplated hereby, does
          not and will not (i) conflict with or result in a breach of the terms,
          conditions  or  provisions  of, (ii) constitute a default under, (iii)
          result in the creation of any material lien, security interest, charge
          or encumbrance upon either Company's or any Subsidiary's capital stock
          or  assets  pursuant  to,  (iv)  give  any  third  party  the right to
          accelerate  any  material  obligation  under, (v) result in a material
          violation  of, or (vi) require any authorization, consent, approval,
          permit,  exemption  or  other  action  by  or  notice  to any court or
          Governmental body, pursuant to the articles of incorporation or bylaws
          of  Company-  or  its  Subsidiary  or  any Requirement of Law to which
          Company or its Subsidiary is subject or any Contractual Obligation or


<PAGE>
          other  instrument,  order,  judgment or decree to which Company or its
          Subsidiary  is  subject.

     6.5  CHANGES  SINCE SEPTEMBER 30, 2002. Except as set forth in the Schedule
          of  Changes  or  as  contemplated  hereby,  since September 30, 2002,
          Company  has  not:

          6.5.1  Incurred  any  obligations  or  liabilities,  whether absolute,
               accrued,  contingent  or  otherwise,  including,  without
               limitation,  liabilities  as guarantor under any Guaranty, other
               than  obligations  and  liabilities  (a)  incurred  under  this
               Agreement or (b) incurred in the ordinary course of its business
               or  (c) incurred under the Contractual Obligations referred to in
               the  Schedule  of  Contracts;

          6.5.2  Suffered  any adverse change in its business, condition, sales,
               income, assets or liabilities, other than changes in the ordinary
               course  of  business,  none of which has been, in any case or in
               the  aggregate,  Materially  adverse  to  Company;

          6.5.3  Suffered  any  strike, or to the knowledge of Company after due
               inquiry,  any  threatened  strike,  work stoppage, organizational
               attempts,  boycotts,  or  informational  or  direct  picketing or
               leafletting  with  regard  to  labor  matters;

          6.5.4  Made  any  loans  or  advances  or entered into any Contractual
               Obligations therefor, other than (a) those not exceeding $10,000
               in  the  aggregate  or  (b) those made in the ordinary course of
               business  which  have been properly reflected as "receivables" or
               "prepaid  expenses"  on  the  books  of  account  and  records of
               Company;

          6.5.6  Changed  any  of the accounting principles, methods of applying
               such  principles  or  estimates  used  to  prepare  the Financial
               Statements;

          6.5.6 Mortgaged, pledged or subjected to any Lien or Lease any assets,
               tangible  or  intangible,  except  for  Permitted  Liens;

          6.5.7  Acquired  or  disposed  of  any  assets or properties, by sale,
               merger  or  otherwise, or entered into any Contractual Obligation
               for  any such acquisition or disposition, except in the ordinary
               course  of  business  or  except  for  such  acquisitions  or
               dispositions  which  do  not,  in  any  case or in the aggregate,
               exceed  $100,000;

          6.5.8  Forgiven or canceled any Indebtedness or Contractual Obligation
               or  waived  any rights of value, in any case of in the aggregate,
               involving  amounts  exceeding  $100,000;

          6.5.9  Entered  into any transaction involving the expenditure of more


<PAGE>
               than  $100,000  other  than  in  the ordinary course of business,
               except  with  respect to the Contractual Obligations referred to
               in  the  Schedule  of  Contracts;

          6.5.10 Granted any rights or licenses under any Marks, or entered into
               any  licensing  or  distributorship  arrangement;

          6.5.11  Suffered  any  damage,  destruction  or  loss  in  any  amount
               exceeding  $100,000  (whether  or  not  covered  by  insurance)
               adversely  affecting,  in  any  case  or  in  the  aggregate, its
               business,  condition,  operations,  prospects,  properties  or
               assets;

          6.5.12  Modified,  altered, amended, terminated, adopted, commenced or
               withdrawn  from  participation  in  any  Plan or any Contractual
               Obligation  relating  to any Plan, in whole or in part, or caused
               or  permitted  any  such  modification,  alteration,  amendment,
               termination,  adoption,  commencement  or  withdrawal  from
               participation;

          6.5.13  Caused or permitted any Material change in the manner in which
               it  conducts  its  business;

          6.5.14  Caused or suffered any amendment or termination (other than by
               its  terms)  of  any  Contractual  Obligation  referred to in the
               Schedule  of  Contracts  or  Schedule  of  Capitalization;

          6.5.15  Discharged  or  satisfied  any  Lien  or  paid  any  liability
               exceeding $100,000 other than (a) with respect to the Contractual
               Obligations  referred to in the Schedule of Contracts or Schedule
               of  Capitalization,  (b)  those  adequately  and  specifically
               disclosed or reserved against on the Financial Statements, or (c)
               those incurred in the ordinary course of its business consistent
               with  past  practices;

          6.5.16  Failed to discharge or satisfy when due any liability and such
               failure  has  caused or will cause actual damages or risk of loss
               in  any amount exceeding $100,000 over and above amounts actually
               due  which  appear  on  the  Closing  Balance  Sheet;

          6.5.17  Issued, sold, or delivered or agreed to issue, sell or deliver
               any  additional  shares  of  its  capital  stock or any options,
               warrants  or  rights  to  acquire  any  such  capital  stock  or
               securities  convertible  into  or  exchangeable for such capital
               stock;

          6.5.18  Declared,  made, paid or set apart any sum or property for any
               dividend  or  other distribution to its shareholders or purchased
               or  redeemed  any  shares  of  its  capital  stock or any option,
               warrant  or  right  to  purchase  any  such  capital  stock,  or
               reclassified  its  capital  stock;


<PAGE>
          6.5.19  Increased  the wages, salaries, compensation, pension or other
               benefits  payable or to become payable by Company to any officer,
               employee  or  agent,  other  than merit, cost-of-living and other
               normal  increases;

     6.6  TAXES.

          6.6.1  Company  has  timely  filed  (within  the  applicable extension
               periods)  with  the  appropriate  Governmental  agencies  all
               Governmental  tax  returns,  information returns, tax reports and
               declarations  which  are  required  to  be filed by the Company,
               except for late filings which did not result in the imposition of
               any  substantial  monetary  liabilities.  All  Governmental  tax
               returns,  information returns, tax reports and declarations filed
               by the Company for years for which the statute of limitations has
               not run (the "Tax Returns") are correct in all Material respects.
               Company  has  timely  paid (or has collected and paid over in the
               case of sales, use or similar taxes) all taxes, additions to tax,
               penalties,  interest,  assessments,  deposits,  and  other
               Governmental  charges  imposed  by  law  upon  it  or  any of its
               properties,  tangible  or  intangible  assets,  income, receipts,
               payrolls,  transactions,  capital, net worth, franchises, or upon
               the  sale, use or delivery of any item sold by the Company, other
               than  as may be disclosed in the Schedule of Taxes. Except as set
               forth in the Schedule of Taxes, no Tax Returns have been examined
               by the IRS or any other Governmental authority. Except as may be
               disclosed  in  the Schedule of Taxes or in any document delivered
               to  Company  therewith,  the  Company  (i) is not currently being
               audited with respect to any tax, assessment or other Governmental
               charge,  (ii) has not received formal or informal notice from any
               Government  that  an  audit  or investigation with respect to any
               tax,  assessment or other Governmental charge is to be initiated,
               (iii)  is  not  formal  or informally discussing Material pending
               ruling  requests  or other Material tax or assessment issued with
               the  IRS or any other Governmental taxing authority in connection
               with  any  matter  concerning any member of the Company Group, or
               (iv)  has  not  been  formally  or  informally  notified  of  any
               potential  tax  or  assessment issued which the IRS or any other
               Governmental taxing authority intends to raise in connection with
               any matter concerning any member of the Company Group. Except (i)
               as  may  be  disclosed  in  the  Schedule  of  Taxes  or  (ii) in
               connection  with  any pending audit or investigation, Company has
               not  granted  or proposed any waiver of any statue of limitations
               with  respect to, or any extension of a period for the assessment
               or  collection of, or any offer in compromise of any Governmental
               tax.  The  accruals  and  reserves  for  taxes  reflected  on the
               Financial  Statements  are  adequate  to  cover substantially all
               taxes  (including  additions  to  tax,  interest, penalties, and
               other  charges  or  assessments,  if  any)  which become due and
               payable  or  accruable  by  reason  of  business conducted by the
               Company  through  September  30,  1993. No Person has ever been a


<PAGE>
               "consenting  corporation" within the meaning of Section 341(f) of
               the  Code.  The  Company  is not now or has ever been a "personal
               holding company" within the meaning of Section 542(a) of the Code
               nor  is now nor has ever been a corporation which meets the tests
               of  Section  542(b)(2)  of  the  Code.  The  Company  has  not
               participated in, or is required to participate in for any period
               prior  to  the  date  of  this  Agreement,  the  filing  of  any
               consolidated  Tax  Return,  other  than  (i)  as set forth in the
               Schedule  of  Taxes or (ii) as a member of an affiliated group of
               which  Company  is  the  common  parent.

     6.7  CONTRACTUAL  OBLIGATIONS.

          6.7.1  Except  as may be set forth in the Schedule of Contracts, there
               are  no  Contractual  Obligations of the following types to which
               Company  or  any  Plan  is  a party or by which Company or any of
               their  properties  are  bound  as  of  the  date  hereof:

               (a)  Mortgages, indentures, loan agreements, security agreements,
                    conditional  sales  contracts,  forms  of  consumer  credit
                    agreements  or  other  Contractual  Obligations relating to
                    Indebtedness,  the  extension  of  credit  to Company or by
                    Company  or  to their customers or the obtaining or issuance
                    of  letters  of  credit.

               (b)  Partnership  or  joint  venture  agreements.

               (c)  Employment,  consulting  or  management  service agreements.

               (d)  Collective  bargaining  agreements.

               (e)  Plans  or  Contractual  Obligations,  trusts,  funds  or
                    arrangements  for  the  benefit of employees (whether or not
                    legally  binding).

               (f)  License,  sales  agency,  franchise,  or  distributorship
                    agreements.

               (g)  Contractual  Obligations  for  the  assignment by Company of
                    accounts  receivable.

               (h)  Contractual  Obligations for the sale or Lease by Company or
                    any  assets for a sales price or aggregate rentals exceeding
                    $10,000  in  the  aggregate  to  any  one  Person.

               (i)  Licenses  of  Marks  or  other intellectual property rights.

               (j)  Contractual  Obligations  for capital expenditures in excess
                    of  $100,000  for  a  single  project.


<PAGE>
               (k)  Brokerage  or  finder's  agreements.

               (l)  Agreements or other documents creating Liens relating to any
                    real  or  personal  property  owned  or  Leased.

               (m)  Leases  of,  commitments  to  Lease,  and  other  agreements
                    relating  to  the  Lease  of,  real  or  personal property.

               (n)  Contractual  Obligations  containing  covenants limiting the
                    freedom  of  Company to compete in any line of business with
                    any  Person  or  in  any  area.

               (o)  Contractual  Obligations  containing  in any case a specific
                    clause or affected by a Requirement of Law giving any Person
                    who  is  a party to such Contractual Obligation the right to
                    renegotiate or require a reduction in price or the repayment
                    of  any  amount previously paid because the profit resulting
                    to  Company  from  such  Contractual Obligation is directly
                    related  to  a specific factor or factors including, but not
                    limited  to  sales,  cost,  assets  or  invested  capital.

               (p)  Guaranties.

               (q)  Any  registration rights or preemptive rights to any holder
                    or  prospective  holder  of  its  securities.

               (r)  Other  Contractual  Obligations  which  in  any case involve
                    payments  or  receipts  thereunder of more than $100,000 in
                    the  aggregate  with  any  one  Person  or  which cannot be
                    terminated  without  any  payment  on  notice of 30 days or
                    less.

          6.7.2  Except  as  may  be  set  forth  in  the Schedule of Contracts:

               (a)  Each  Contractual Obligation therein listed in is full force
                    and  effect;

               (b)  Company  and, to the knowledge of Company, all other parties
                    to  such  Contractual  Obligations  have  performed  all
                    obligations required to be performed by them to date and no
                    party  to  any  such  Contractual  Obligation  is in default
                    thereunder;

               (c)  No  such Contractual Obligation contains any provision which
                    is  unusually  burdensome,  restrictive  or  unfavorable  to
                    Company  or  which  has  a  Materially adverse effect, or is
                    likely to have a Materially adverse effect in the future, on
                    Company,  and  no  event  or  condition  exists  which
                    constitutes,  or  after  notice  or  lapse of time or both,


<PAGE>
                    would constitute, a default on the part of Company or would
                    constitute a default on the part of any of the other parties
                    thereto.

               (d)  There  has  been  no  expressly  or  impliedly  irrevocable
                    termination or cancellation of the business relationship of
                    Company  with  (i)  any  supplier  or  affiliated  group  of
                    suppliers  whose  sales,  individually  or in the aggregate,
                    constituted  more  than  $100,000 or gross purchases made by
                    Company  for  the  past  12  months  or (ii) any customer or
                    affiliated  group of customers whose purchases, individually
                    or in the aggregate, constituted more than $100,000 of gross
                    sales  made  by  Company  for  the  past  12  months.

               (e)  Company  has  no  outstanding  powers  of  attorney.

          6.7.3  The  Schedule  of Contracts accurately sets forth the aggregate
               amount  of  open purchases orders and sales orders outstanding on
               the  date  hereof.

     6.8  LITIGATION.

          6.8.1  Except as may be disclosed in the Schedule of Litigation, there
               are  no:

               (a)  pending,  or  to  the  knowledge  of  Company, contemplated,
                    administrative  or  judicial  proceedings  against  Company
                    arising  under  any  Governmental  provisions regulating the
                    discharge  or  materials  into  the environment or otherwise
                    relating  to  the  protection  of  the  environment  or
                    occupational  and  safety laws relating to job conditions or
                    safety;

               (b)  pending  or,  to  the  knowledge  of Company , contemplated,
                    administrative  or  judicial  proceedings  against  Company
                    arising  out  of  the  Foreign  Corrupt  Practices Act; nor

               (c)  claims,  actions,  suits,  proceedings,  arbitrations,
                    investigations  or  inquiries  pending  before  any court or
                    Governmental  body  or  agency,  or  any private arbitration
                    tribunal,  or,  to  the  knowledge  of  Company, threatened
                    against  or  relating  to  Company,  any  Plan,  any assets,
                    properties,  or  business  of  Company,  or the transactions
                    contemplated  by  this  Agreement  nor  to  the knowledge of
                    Company is there any basis for any such claim, action, suit,
                    proceeding,  arbitration,  investigation  or  inquiry.

          6.8.2  Except  as  set  forth  in  the Schedule of Litigation, neither
               Company,  nor  any  officer,  director,  partner,  or employee of
               Company  has  been  permanently or temporarily enjoined by order,
               judgment  or  decree  of  any  court  or  other  tribunal  or any


<PAGE>
               Governmental agency from engaging in or continuing in the conduct
               or  practice  of  its  business.  There  is  not in existence any
               judgment,  order,  writ,  injunction or decree to take action of
               any  kind  or  to  which Company or their business, properties or
               assets  are  subject  or  bound.

     6.9  PRODUCT  LIABILITY. Except as set forth on the Schedule of Litigation,
          there  is no existing or threatened claim, or facts upon which a claim
          could  be  based,  against  Company  for any product sold or Leased or
          service  performed  by  Company  prior  to the date of this Agreement
          which  is  defective  or  fails  or  has  failed  to  meet any product
          warranties.

     6.10 CLAIMS  FOR  INJURIES.  Except  as  set  forth  on  the  Schedule  of
          Litigation,  there are no claims seeking damages for personal or other
          injuries  resulting  from the Lease, sale or use of any of the assets,
          products,  services,  or  goods  of  Company  or  any  of  its assets,
          products,  services,  or  goods of Company which Company has placed in
          the  hands  of  insurance  carriers.

     6.11 TRADEMARKS,  TRADE  NAMES,  PATENTS,  ETC.

          6.11.1  Except  as  may  be  listed  in  the  Schedule  of Patents and
               Trademarks,  (a)  there are no Marks owned, licensed, used by or
               registered  in  the name of Company and no applications for Marks
               made by Company or by their employees for the benefit of Company;
               (b)  Company is the registered and beneficial owned or the Marks
               listed in the Schedule of Patents and Trademarks as owned by it,
               free  and clear of any royalty or Lien; (c) all of such Marks are
               freely assignable by Company; (d) Company has no knowledge of any
               notice  or  claim or other reason to believe that any mark is not
               valid  or enforceable by the owner thereof or of any infringement
               upon  or conflict with any Mark or proprietary right of any third
               Person  by  the  owner  thereof  or  any  claim of a third Person
               alleging  such  infringement  or  conflict;  (e)  Company  has no
               knowledge  of any infringement by any third Person upon any Mark
               listed  in  the  Schedule  of  Patents  and  Trademarks; and (f)
               neither Company has not taken or omitted to take any action which
               would  have  the  effect  of waiving any of the rights of Company
               under  any  Mark.

          6.11.2  The  Schedule  of Patents and Trademarks sets forth a complete
               and  correct  list  of  all  inventions, formulae, trade secrets,
               manufacturing  processes, know-how or other intellectual property
               rights which have been reduced to writing and which are necessary
               or  useful  in  the  operation  of the business of Company in the
               manner  presently operated by Company or in the marketing of the
               products  presently  marketed  by Company. Except as set forth in
               the Schedule of Patents and Trademarks, (a) Company has the right
               to use, free and clear of any know royalties, claims or rights of
               others,  all  such  inventions,  formulae,  trade  secrets,


<PAGE>
               manufacturing  processes, know-how or other intellectual property
               rights  (whether  or not reduced to writing) necessary or useful
               in  the  operation  of  the  business  of  Company  in the manner
               presently operated by Company or in the marketing of the products
               presently  marketed  by  Company,  including,  without limitation
               (subject to licensor's rights under Contractual Obligations which
               are  listed  in  the Schedule of Contracts), any product licensed
               from  others;  and (b) the record and beneficial ownership of all
               Marks,  inventions,  formulae,  trade secrets, know-how and other
               intellectual  property rights used in the business of Company has
               been  duly  and  effectively  transferred  to  Company.

     6.12 EMPLOYEE  MATTERS.

          6.12.1  Except  as  may be set forth in the Schedule of Employees, (a)
               Company  is  in  compliance  with  Requirements of Law respecting
               employment  and  employment  practices,  terms  and conditions of
               employment,  and  wages  and  hours  and  are  not engaged in any
               unfair  labor  practice;  (b)  there is no unfair labor practice
               complaint  pending  or,  to  the knowledge of Company, threatened
               against Company before the National Labor Relations Board or any
               Governmental  agency;  (c)  there  is  not now nor has there been
               during the last four years any labor strike, dispute, grievance,
               controversy  or  other labor trouble; (d) no union representation
               question  exists  respecting  the employees of Company; (e) there
               are no collective bargaining agreements binding upon Company; and
               (f)  there  is  no  pending  arbitration  or  judicial proceeding
               arising out of or under collective bargaining agreements or other
               employment  agreements  or  the  employer-employee  relationship.

          6.12.2  Except  as set forth in the Schedule of Employees, no employee
               of Company is now due a bonus, or would be due a bonus at the end
               of  the current fiscal year, upon the occurrence of a contingency
               or otherwise, under agreements currently in effect. Except as may
               be  set  forth  in  the  Schedule  of  Employees,  all  accrued
               obligations  of  Company, whether arising by operation of law, by
               Contractual  Obligation or by past custom, for payments to trusts
               or  other  funds  or  to any Governmental agency, with respect to
               unemployment  compensation,  social  security,  workers'
               compensation, disability programs, accrued vacation, accrued sick
               pay,  pension  or any other benefits for employees as of the date
               hereof  have been paid or adequate accruals therefor on the books
               of  account  of  Company  have  been  provided,  and  none of the
               foregoing has been rendered not due by reason of any extension of
               waiver.

          6.12.3  The  data  printout  attached  to  the  Schedule  of Employees
               correctly and accurately sets forth each employee, consultant or
               commission agent of the Company who is employed by the Company as
               of  the  date  of  such  printout  and  with respect to each such


<PAGE>
               employee  presently  employed, such Person's rate of compensation
               (including  any  commissions)  for  the period specified and such
               Person's year to date compensation as of the end of such period.
               The  Schedule  of  Employees correctly and accurately lists with
               respect  to  each employee, consultant or commission agent of the
               Company  who,  during the last fiscal year earned or who, during
               the  current  fiscal year would earn (based on current practices)
               $100,000 or more on an annualized basis, and with respect to each
               such  Person,  the  positions held as of the date hereof and held
               since September 30, 1992, and the date on which the compensation
               of  such  Person  was  last changed, including the amount of such
               change.

          6.12.4  Except  as set forth in the Schedule of Employees, Company- is
               not  a  party  to  or  bound  by  any  employment  or  commission
               agreements  in  excess  of  one  year  or  which  could  require
               compensation  and  benefits,  collective  employment contracts,
               deferred  compensation  agreements,  bonus  plans, profit sharing
               plans,  pension  plans  or  any  other  Plans. There have been no
               material  labor  difficulties.

     6.13 EMPLOYEE  BENEFIT  PLANS.

          6.13.1  All  Plans  comply  with  all  Requirements of Law (including,
               without  limitation,  requirements  of  the  Code for status as a
               qualified  plan  under  Section 401 of the Code) and all material
               obligations  applicable thereto. Company has not, with respect to
               any  Plan,  incurred  any liability on account of any accumulated
               funding  deficiency  under ERISA or the Code or on account of any
               failure  to  make  any  payments under any Contractual Obligation
               relating  to  any Plan. Each Plan has sufficient assets held in a
               trust, insurance or annuity contract, or other funding vehicle to
               provide  for  the  payment  of  all benefits accrued or currently
               obligated  to  be paid if the Plan were terminated now or in the
               future  or  adequate  accruals  therefor  have  been  made on the
               Financial  Statements.  Neither  Company nor any other Person has
               engaged  in any prohibited transaction, determined without regard
               to  the  applicability  of any exemptions, within the meaning or
               ERISA  or the Code with respect to any Plan or otherwise violated
               any  statutory, contractual or fiduciary duty to any such Plan or
               its participants. No reportable event within the meaning of ERISA
               has occurred with respect to any Plan. Company has no existing or
               potential  withdrawal liability to any multiemployer pension plan
               for  any  unfunded  vested benefits, and Company has no, is not a
               party to, nor makes contributions to any multiemployer plan which
               is  being  reorganized  or  terminated  by  the  Pension Benefit
               Guaranty  Corporation,  all  within the meaning of ERISA. Neither
               Company  nor  any  other  Person  has  incurred  any liability on
               account  of  any Plan to any Person or Government which might, by
               law  or  otherwise,  be imposed on or assessed against Company or


<PAGE>
               result  in the imposition of any Lien upon any assets of Company.
               No  Plan  is in a financial or other condition which would permit
               any  Government  to terminate such Plan, to impose on the Plan or
               Company  any  change  in the benefits of the Plan or to impose or
               accelerate  any  liability  of  the  Plan  or  to  the  Plan.  No
               Contractual  Obligation  relation  to any Plan exists which might
               Materially  and  adversely  restrict or affect the ability of the
               employer  under  the  Plan to modify, alter, amend, or terminate
               the  Plan. No liabilities to any Government for taxes, penalties,
               interest,  premiums, contributions, or any other items have been
               incurred  with  respect  to  any  Plan other than in the ordinary
               course  of  business for current items paid or items set forth or
               reserved  against  on  the  Financial  Statements.

          6.13.2  The  Schedule  of  Employees sets forth a complete list of all
               Plans  covering  any  employee  of Company, the identity of each
               funding  agency  holding assets of any such Plan, the identity of
               any  insurance  company  issuing any contract or policy under any
               such  Plan,  and the identity of any actuarial adviser or service
               provider  retained  by,  or  who  provided services to, any Plan
               during  the  past  18  months.

          6.13.3  No  Plan has incurred any liability other than pursuant to the
               terms of the Plan in the ordinary course of business of the Plan.
               No  assets  of any Plan have suffered any material adverse change
               since  the  last  valuation  report.

          6.13.4 Each Plan has good and marketable title to all of the assets it
               purports  to  own free and clear of all Liens. No Plan is a party
               to any (a) Contractual Obligation other than one entered into in
               the ordinary course of business, (b) partnership or joint venture
               agreements,  or  (c)  employment,  consulting,  or  management
               agreements  except  as  may  be  set  forth  on  the  Schedule of
               Contracts.

          6.13.5  The  Schedule of Transactions with Interest Persons completely
               and  accurately  describes  (a)  all  Indebtedness outstanding on
               September  30,  2002 or thereafter incurred and (b) all sales of
               property  or performances of services for which payment has been
               incurred  or  accrued on or after September 30, 2002, between any
               Plan  on  the  one hand, and any officer, director, or partner of
               Company,  or  any  Affiliate  of  any  of  them,  on  the  other.

     6.14 COMPLIANCE  WITH  LAWS.  Except  as  set  forth  in  the  Schedule  of
          Compliance,  the Company is not in Material violation of any Material
          applicable  Requirement  of  Law.

     6.15 CONSENTS.  Except  as  may  be  set forth in the Schedule of Consents:

          6.15.1  There  is no consent, approval, order, or authorization of, or


<PAGE>
               registration,  declaration  or  filing  with,  any  Governmental
               authority  on the part of Company required in connection with the
               valid  execution,  delivery  and  performance  by Company of this
               Agreement  and the consummation of the transactions contemplated
               herein  by  Company.

          6.15.2  All  permits,  concessions,  grants,  franchises, licenses and
               other  Governmental  authorizations  and approvals necessary for
               the  conduct  of  the business of Company have been duly obtained
               and  are  in  full force and effect, and there are no proceedings
               pending  or,  to  the  knowledge of Company, threatened which may
               result  in  the  revocation,  cancellation  or suspension, or any
               materially  adverse  modification  of  any  thereof.

          6.15.3  There is no consent, approval or authorization of any landlord
               under  any Lease of the Company required in order to prevent such
               landlord  from  having  the right to take action (or refrain from
               taking  action).

          6.15.4  There  is  no  consent, approval or authorization of any other
               Person  (a)  whose  consent  is  required under any agreement set
               forth in the Schedule of Contracts in order to permit Company to
               consummate  the  transaction  contemplated hereby, (b) who in the
               absence of such consent, would have the right to (i) declare such
               agreement in default, (ii) terminate or modify such agreement, or
               (iii)  accelerate the time within which, or the terms under which
               the  Company  is  to  perform  any  act  or receive any rights or
               benefits  under  such  agreement,  or (c) which, if not received,
               would  result  in  (i)  a  default under such agreement, (ii) the
               termination  or  modification  of  such  agreement,  or (iii) the
               acceleration  of the time within which, or the terms under which,
               the  Company  is  to  perform  any  act  or receive any rights or
               benefits  under  such  agreement.

     6.16 EFFECT  OF  AGREEMENT.  Except  as  disclosed  in  the  Schedule  of
          Enforceability,  the  execution,  delivery  and  performance  of  this
          Agreement  by  Company  and  the  consummation  of  the  transactions
          contemplated  hereby will not, with or without the giving of notice or
          the  lapse  of  time,  or  both:

          6.16.1  Violate  any  Requirement  of  Law  applicable  to  Company.

          6.16.2  Result  in  the breach of or conflict with any term, covenant,
               condition,  or  provision  of,  result  in  the  modification  or
               termination  of,  constitute  a  default  under, or result in the
               creation  or imposition of any Lien upon any of the properties or
               assets  of  Company  under,  any  Contractual Obligation to which
               Company  is  a  party or by which any of their property is bound.

     6.17 TRANSACTIONS  WITH  INTERESTED  PERSONS.

          6.17.1 Except as may be set forth in the Schedule of Transactions with


<PAGE>
               Interested  Persons,  no officer, director, or partner of Company
               or  any  Affiliate of the foregoing owns, directly or indirectly,
               on  an  individual  or  joint basis, any Material interest in, or
               serves  as  an  officer,  director  or employee of, any customer,
               competitor  or  supplier  of  Company,  or any Person which has a
               Material  contract  or  arrangement  with Company- or any Related
               Party.

          6.17.2  The Schedule of Transactions with Interested Persons correctly
               and  accurately describes all Indebtedness, all sales of property
               and  performances  of  services and any other transaction between
               Company,  on  the  one  hand,  and  any Related Party or officer,
               director or partner of Company or any Affiliate of the foregoing,
               on the other, which (a) was outstanding on September 30, 2002 (b)
               was  incurred  or took place after September 30, 2002, or (c) was
               outstanding  on  the date hereof other than for personal services
               performed  by  an  officer  for  Company within the past 30 days.

          6.17.3  The Schedule of Transactions with Interested Persons correctly
               and  accurately  sets  forth  with  respect  to  the  sale of any
               property  or  the performance of any services between Company, on
               the  one  hand,  and  any  Related Party or officer, director, or
               partner  of  Company  or  any Affiliates of the foregoing, on the
               other,  which  is  described  in  response to Section 6.17.2, (a)
               whether  such  transaction  was on terms comparable to those that
               would  have resulted from dealing between unrelated parties, and,
               (b)  if  any  such  transaction was not on terms which would have
               resulted  from  dealings  between  unrelated  parties,  the terms
               comparable  to  those  that  would  have  resulted  from dealings
               between  unrelated  parties.

          6.17.4  The Schedule of Transactions with Interested Persons correctly
               and  accurately  describes  all items of personal property, other
               than expendable supplies, physically removed from the possession
               of  Company  or  retired from the books of accounts of Company by
               any  Related Party or officer, director, or partner of Company or
               any  Affiliate  of  the  foregoing  since  September  30,  2002.

     6.18 BOOKS  AND  RECORDS.  The  books  of  account  and other financial and
          corporate  records  of  Company  and  of each Plan are in all Material
          respects complete and correct, are maintained in accordance with usual
          business  practices  and  comply  with  all  Material  applicable
          Requirements  of  Law.  Such  books  and  records  reflect  only valid
          transactions  and  all  valid transactions involving Company of a kind
          required  to  be  reflected on such books and records are reflected on
          such  books and records. The corporate minute books of Company contain
          accurate  records of all meetings and consents of all of the directors
          and  shareholders  since  the  incorporation of the Company. The stock
          books  and  ledgers  of  Company  contain  accurate  records  of  all
          issuances,  retirements  and  transfers  of  record  of capital stock.


<PAGE>
     6.19 PROPERTY.

          6.19.1  The  Schedule  of  Real  Property  or  the  Schedule of Leases
               completely  and  accurately  describes  all  real  property  and
               interests  in  real  property  owned  or  Leased  by  the Company
               including, without limitation, for each Lease, the address of the
               real  property, the name and address of the landlord, the term of
               the  Lease, the amount of rent payable under the Lease and, as to
               any option to renew, for each option, the number of years covered
               by such option. Company has good and marketable title to all real
               properties  which  they  purport  to  own  and  valid  leasehold
               interests  in all real properties which they purport to Lease, in
               each  case free and clear of all Liens, except Permitted Liens or
               Liens  set  forth in the Schedule of Real Property. Except as set
               forth  in  the  Schedule of Real Property, (i) each Lease of real
               property to which Company is a party is in full force and effect
               in  accordance  with  its terms, (ii) all rents and other amounts
               required  to  be  paid  to date under such Leases have been paid,
               (iii)  no  event  or condition exists which constitutes, or after
               notice  or  lapse  of time or both would constitute, a default on
               the  part  of  Company  under any Lease of real property to which
               Company is a party and, to the knowledge of Company, there exists
               no such event or condition which constitutes or would constitute
               such  a  default on the part of any of the other parties thereto.
               Except as set forth in the Schedule of Real Property, no property
               owned  by  Company  is  subject  to  any  sublease, concession or
               license  which  entitles  any  Person  (other  than  employees of
               Company)  to  transact  business  on  any  such  property.

          6.19.2  Company has valid Leases respecting all personal property they
               purport  to  Lease.  The  rights  of Company as lessee under such
               Leases  are  free and clear of all Liens, except Permitted Liens.
               Except  as  set  forth in the Schedule of Personal Property, (i)
               each Lease of personal property to which Company is a party is in
               full  force  and  effect  in  accordance with its terms, (ii) all
               rents  and  other  amounts required to be paid to date under such
               Leases  have  been paid, (iii) no event or condition exists which
               constitutes,  or  after  notice  or  lapse  of time or both would
               constitute,  a  default  on  the  part  of Company under any such
               Lease, and (iv) to the knowledge of Company, there exists no such
               event  or  condition which constitutes or would constitute such a
               default  on  the  part  of  any  of  the  other  parties thereto.

     6.20 REPORTING  ACT  DOCUMENTS.  Except  as  set  forth  in the Schedule of
          Compliance,  Company  has, in all Reporting Act Documents, complied in
          all material respects with the reporting and proxy requirements of the
          Exchange  Act  and  the  rules  and  regulations  of  the  Commission
          promulgated  thereunder.  The information contained in each Reporting
          Act  Document  of Company is true and correct in all Material respects
          as  of  the  date  thereof, and no Reporting Act Document contains any


<PAGE>
          untrue statement of a Material fact or omits to state a Material fact
          required  to  be  stated  therein  or necessary to make the statements
          therein  not  misleading  as  of  the  date  thereof.

     6.21 FINANCIAL STATEMENTS. Except as set forth on the Schedule of Financial
          Statements,  the Financial Statements present fairly the consolidated
          financial  position  and  results  or  operations  and changes in the
          consolidated financial position of Company at the respective dates and
          for  the  respective  periods  indicated  in accordance with generally
          accepted  accounting  principles  applied  on  a  consistent  basis.

     6.22 ABSENCE  OF UNDISCLOSED LIABILITIES. Except to the extent reflected or
          reserved  against  on  the Financial Statements or as set forth in the
          Disclosure  Schedules, the Company has no liability, whether absolute,
          accrued,  known or unknown, contingent or otherwise, whether due or to
          be  come  due,  including without limitation, liabilities as guarantor
          under any Guaranty and any liabilities for taxes or other Governmental
          charges, for any period prior to September 30, 2002, or arising out of
          any transaction the Company entered into prior to such date or arising
          out of any state of facts arising prior to such date, other than those
          incurred in the ordinary course of business, none of which has had, or
          may  be  reasonably  expected  to  have,  a Material adverse effect on
          Company.

     6.23 INSURANCE.  Except  as  set  forth  in  the  Schedule  of  Insurance:

          6.23.1  (a)  Company  has  maintained  insurance  with  respect to its
               properties  and  business  against  loss  or  damage of the kinds
               customarily  insured  against  by  corporations  of  established
               reputation engaged in the same or similar business and similarly
               situated,  including  insurance with respect to product liability
               and  warranty  claims  of  such  types and in such amounts as are
               customary  under  the  circumstances,  (b) Company has maintained
               such insurance with financially sound and reputable insurers, and
               (c)  each insurance policy maintained by Company is in full force
               and  effect,  all  premiums  due thereon having been paid and all
               provisions  of  such  policy  having  been  complied  with.

          6.23.2  Company  has  not  received  any  notice  of  any  pending  or
               threatened terminations or premium increases with respect to such
               insurance  policies.

          6.23.3  Neither  Company  nor  any Subsidiary of Company has failed to
               give  any  notice or present any claim under any insurance policy
               in  a  due  and  timely  fashion.

          6.23.4  There are no outstanding requirements or recommendations by or
               mad eon behalf of any insurance company that issued a policy with
               respect  to any of the properties, assets or business of Company-
               requiring  or  recommending  any  equipment  or  facilities to be


<PAGE>
               installed  on  or  in  connection  with  any of the properties or
               assets  owned  or  leased  by  Company.

     6.24 DISCLOSURE.  Neither  this  Agreement  nor  any  written  document,
          statement, list, schedule, certificate or other instrument referred to
          herein or delivered by or on behalf of Company in connection with the
          transactions  contemplated  hereby  contains any untrue statement of a
          Material  fact or omits to state a Material fact necessary to make the
          statements  herein  and  therein,  in light of the circumstances under
          which  they  were  made,  not  misleading.  There  is no fact known to
          Company which Materially adversely affects, or in the future is likely
          to (so far as Company can now reasonably foresee) Materially adversely
          affect  Company  or  any  Plan,  other  than  (a)  general economic or
          business  conditions or (b) facts set forth herein or which may be set
          forth  in  the  Disclosure  Schedules  referred  to  herein.

     6.25 BROKERS. Company has not incurred or become liable for any commission,
          fee  or  other  similar  payment to any broker, agent, finder or other
          intermediary  in  connection with the negotiation of this Agreement or
          the  consummation  of  the transactions contemplated hereby, except as
          set  forth  herein.

     6.26 BANK  ACCOUNTS.  Except as set forth in the Schedule of Bank Accounts,
          there  are  no  bank  accounts or safe deposit boxes maintained by the
          Company  or  in which its property is held at the date hereof, and (b)
          there  are  no  Persons  authorized  to  draw  thereon  or have access
          thereto.

     6.27 RECORDS  OF  THE  BUSINESS.  The  books of account and other financial
          records  of  Company  are  complete  and  correct,  are  maintained in
          accordance  with  usual  business  practices  and  comply  with  all
          Requirements  of  Law.  Such  books  and  records  reflect  only valid
          transactions  and  all valid transactions required to be reflected on
          such  books  and  records  are  reflected upon such books and records.

     6.28 FINANCIAL.  Company  has  previously  furnished  Acquiree  a  true and
          complete  copy  of its Annual Report on Form 10-KSB for the year ended
          June  30, 2002 and its Quarterly Report on Form 10-QSB for the quarter
          ended  September  30,  2002  (the  "Company Financials). The financial
          statements  contained  in the Company Financials have been prepared in
          conformity  with generally accepted accounting principles consistently
          applied.  The  balance  sheets  of  Company  contained  in the Company
          Financials fairly present the financial condition of Company as at the
          dates  thereof,  and  the  related statements of operations of Company
          contained  in  the  Company  Financials  fairly present the results of
          operations  of  Company  for  the  period  ended.

     6.29 STATUS  OF COMPANY COMMON STOCK. The shares of Company Common Stock to
          be  issued  pursuant  to  this Agreement, when so issued, will be duly
          authorized,  validly  issued  and  outstanding,  fully  paid  and
          non-assessable.

     Section  7.  CERTAIN  UNDERSTANDINGS  AND  AGREEMENTS.
                  ----------------------------------------


<PAGE>
     7.1  FORM  8-K.  Company  shall file a current report on Form 8-K within 15
          days  of  the  Closing  in  compliance with the Exchange Act, with the
          audited  financial  statements  of  Acquiree (the "Audit") and the pro
          forma  statements  required  by  the Exchange Act via amendment of the
          Form 8-K within 75 days of the Closing, and will otherwise comply with
          the  reporting  requirements  of  the  Exchange  Act  and all material
          requirements  of  NASDAQ  following  the  Closing.

     7.2  REVERSE  STOCK  SPLIT.  Immediately prior to closing the Company shall
          give  notice  to  the  NASD  of  a  100-for-1  reverse  stock  split.

     7.3  SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.  No representations or
          warranties  of  the parties hereto contained in this Agreement, in any
          exhibit  hereto, in the Disclosure Schedules, or in any certificate or
          document  delivered  in  connection herewith or pursuant hereto, shall
          survive  after the third anniversary of the date of the Closing except
          (a)  as  to  any  matters with respect to which an action at law or in
          equity shall have been commenced before such date, in which event such
          survival shall continue until the resolution of such action, or (b) as
          to  any  claim by any Person (other than a party to this Agreement, or
          an  Affiliate  of  any  such  party) the existence of which breaches a
          representation  or  warranty  of  a  party to this Agreement, in which
          event such survival shall continue until the running of the applicable
          statute  of  limitations  and  any  extensions  thereof.

     Section  8.  GENERAL.

     8.1  SUCCESSORS.  Each and all of the provisions of this Agreement shall be
          binding upon and inure to the benefit of the parties hereto, and their
          respective  heirs,  legal  representatives,  successors  and  assigns.
          Neither this Agreement, nor any rights herein granted may be assigned,
          transferred  or  encumbered  by  any  party.

     8.2  SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.  The  respective
          representations  and  warranties  of  Company  and Acquiree contained
          herein  shall  survive  for  three  years  following  the  Closing.

     8.3  GOVERNING  LAW.  Except  where  the  laws  of another jurisdiction are
          mandatorily  applicable,  this Agreement and the legal relations among
          the  parties  hereto  shall be governed by and construed in accordance
          with  the  laws  of  the  State  of  Colorado.

     8.4  HEADINGS.  The descriptive headings of the sections and subsections of
          this  Agreement  are  inserted  for  convenience  only  and  do  not
          constitute  a  part  of  this  Agreement.  They do not define, limit,
          construe  or  describe  the  scope  or intent of the provision of this
          Agreement.

     8.5  COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
          counterparts, each of which, when executed by a party hereto, shall be
          deemed  an  original and all of which together shall be deemed one and
          the  same  agreement.


<PAGE>
     8.6  RELIANCE  UPON  REPRESENTATIONS  AND  WARRANTIES.  Notwithstanding any
          right  of  any  party  hereto  fully to investigate the affairs of any
          other  party,  the  parties  hereto may rely upon the representations,
          warranties  and  covenants  made  to  it  in this Agreement and on the
          accuracy  of  any  certificate,  any  schedule  attached  hereto
          (collectively,  the "Disclosure Schedules"), exhibit or other document
          given  or  delivered  to  it  pursuant  to  this  Agreement.  Further,
          knowledge  by  an agent of any party hereto of any facts not otherwise
          disclosed  in  this  Agreement  the  Disclosure  Schedules  shall not
          constitute  a  defense  to any claim for misrepresentation, breach of
          any  warranty,  agreement,  or  covenant  under this Agreement, or the
          Disclosure  Schedules. No representations or warranties have been made
          by  or  on behalf of any person to induce any party to enter into this
          Agreement  or  to abide by or consummate the transactions contemplated
          by  this  Agreement,  except representations and warranties expressly
          set forth herein or in the Disclosure Schedules or in any certificate,
          exhibit  or other document delivered in connection with or pursuant to
          this  Agreement.

     8.7  WAIVER.  No  purported waiver by any party of any default by any other
          party  of  any  term,  covenant or condition contained herein shall be
          deemed  to  be a waiver of such term, covenant or condition unless the
          waiver  is  in writing and signed by the waiving party. No such waiver
          shall  in any event be deemed a waiver of any subsequent default under
          the  same  or  any other term, covenant or condition contained herein.

     8.8  NOTICES.  Any  consent,  waiver,  notice,  demand,  request  or  other
          instrument  required  or  permitted  to  be given under this Agreement
          shall  be  in  writing and shall be deemed to have been properly given
          when  delivered  in  person  or sent by certified or registered United
          States  mail,  return  receipt  requested, postage prepaid, addressed:

               If  to  Company:          Basic  Energy,  Inc.
                                         3771  South  State  Street
                                         Salt  Lake  City,  Utah  84115
               If  to  Acquiree:         Skyframes,  Inc.
                                         5025  Gavilan  Way
                                         Oceanside,  California  92057

     8.9  ENTIRE  AGREEMENT.  This  Agreement,  as  from  time  to time amended,
          together  with  the  schedules  attached  hereto  and any certificate,
          exhibit  or  other  document  given or delivered pursuant hereto, sets
          forth  the  entire  understanding  among  the  parties  concerning the
          subject  matter  of  this  Agreement  and  incorporates  all  prior
          negotiations  and  understandings.  There  are no covenants, promises,
          agreements,  conditions  or  understandings,  either  oral or written,
          between  them  relating  to the subject matter of this Agreement other
          than  those  set  forth  herein.  No  alteration, amendment, change or
          addition  to  this Agreement shall be binding upon any party unless in
          writing  and  signed  by  the  party  to  be  charged.


<PAGE>
     8.10 NO  PARTNERSHIP. Nothing contained in this Agreement will be deemed or
          construed  by the parties hereto or by any third person to create the
          relationship  of  principal and agent or partnership or joint venture.

     8.11 PARTIAL  INVALIDITY.  If  any  term,  covenant  or  condition  in this
          Agreement  or  the  application  thereof to any Person or circumstance
          shall be invalid or unenforceable, the remainder of this Agreement or
          the  application  of  such  term,  covenant or condition to Persons or
          circumstances,  other than those as to which it is held invalid, shall
          be  unaffected  thereby  and  each term, covenant or condition of this
          Agreement  shall be valid and enforced to the fullest extent permitted
          by  law.

     8.12 JOINT  PREPARATION.  This  Agreement  is  to  be  deemed  to have been
          prepared  jointly  by  the  parties  hereto  and  any  uncertainty  or
          ambiguity  existing  herein,  if any, shall not be interpreted against
          any  party,  but  shall be interpreted according to the application of
          the  rules  of  interpretation  for  arm's  length  agreements.

     8.13 DISCLOSURE.  Until the Closing, no press releases or other disclosures
          (except  those  required  by  law)  shall  be made with respect to the
          transactions  contemplated  hereunder  by  either  Company or Acquiree
          without  the  approval  of  both  parties.

     IN  WITNESS  WHEREOF,  the  parties  have  caused this Agreement to be duly
executed  by  their  authorized  officers  as  of  the date and year first above
written.

SKYFRAMES,  INC.                           BASIC  ENERGY,  INC.


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