Exhibit 10.5
            ASSIGNMENT OF INTELLECTUAL PROPERTY, TRANSFER OF RIGHTS,
                          AND ASSET PURCHASE AGREEMENT

This Assignment of Intellectual Property, Transfer of Rights, and Asset Purchase
Agreement  (this  "Agreement") is made and entered into effective as of February
1, 1999 (the  "Effective  Date") by and between  Sierra Monitor  Corporation,  a
California  corporation  with  principal  offices  located at 1991 Tarob  Court,
Milpitas,  CA 95035 (the "Company") and Montech  Holdings Inc.  (d.b.a.  Montech
International)  a Florida  corporation  with principal  offices located at 12155
Metro  Parkway,  Fort Myers,  FL 33912  ("Seller")  and Robert A.  Swanson as an
individual  and  shareholder  of the Seller who hereby signs this  Agreement for
purposes of Section 5 and Section 6(b) only.


                                    RECITALS:

WHEREAS,  Seller has  previously  created and  developed a  proprietary  line of
products known as the "MC-25 Environmental Controller",  as more fully described
on the List of Assets attached hereto as Exhibit A (the "Assets");

WHEREAS,  the Company now desires to purchase,  and Seller  desires to sell, all
the specified Assets in exchange for cash consideration, including payments made
directly to the Seller and in payments made in settlement of certain of Seller's
debts; and

NOW,  THEREFORE,  in consideration of the foregoing and the mutual covenants and
promises  contained  herein and for other good and valuable  consideration,  the
Company and Seller agree, as follows:

                                   AGREEMENT:

1)   Sale, Assignment and Transfer of the Assets.

     a)   Intellectual  Property,  Rights and Assets Transferred.  Seller hereby
          grants  and  irrevocably   assigns  all  right,   title  and  interest
          whatsoever,  throughout  the  world,  in and to the  Assets  and works
          specifically  listed on  Exhibit A hereto as well as all  intellectual
          property rights,  including but not limited to,  copyrights,  patents,
          trademarks  and trade  secrets  associated  with such  Assets,  to the
          Company, its successors and assigns, for the full duration of all such
          rights,  and any renewals and extensions  thereof.  Seller agrees that
          the  Assets  to be  transferred  shall  include  all  related  support
          materials,  work-in-progress and documentation  developed by Seller in
          connection  with  the  Assets  including  notes,  records,   sketches,
          drawings,  specifications,  and  any  other  material  related  to the
          Assets. Such transferred Assets,  including all such support materials
          and  documentation,  will  remain the sole  property  of the  Company.
          Seller  covenants and agrees that it will not keep in its  possession,
          recreate, reverse engineer or deliver to anyone else any reproductions
          of any software or documentation relating to any of the aforementioned
          Assets.

     b)   Computer  Programs and Software  Transferred.  Seller agrees that such
          computer  programs  and  software  transferred  as part of the  Assets
          assigned to the Company  shall include the  underlying  source code as
          written in the  programming  language  used by Seller in its  original
          development.  In  addition,  the  Company  and the Seller  agree that,
          except for the representations,  warranties,  agreements and covenants
          contained  in  this  Agreement,  Seller  is  providing  such  computer
          programs  and  software  to the  Company  on an "as is" basis  with no
          warranty that such programs are  error-free and without any express or
          implied  warranty  of  merchantability  or 

                                                                     Page 1 of 8
<PAGE>
                                  Exhibit 10.5


          fitness for a particular  purpose and with no ongoing  maintenance  or
          support obligations. Seller further agrees that the Company shall have
          the  right to  alter,  modify  or  combine  the  transferred  computer
          programs,  software and other portions of the Assets with other works,
          and hereby  waives any claim that any new  versions,  developments  or
          derivative  works involving the Assets  constitutes a violation of any
          "moral  rights"  or  a  distortion,  mutilation  or  disparagement  or
          contains  unauthorized  variations  of the same.  As of the  Effective
          Date,  the Company  shall assume all costs of the further  development
          and support of the Assets,  including  those related,  but not limited
          to,  salaries,  consulting  services and equipment;  however,  nothing
          herein shall  require or otherwise  obligate the Company to assume any
          obligations or liabilities of Seller,  its employees and  shareholders
          or to continue the production, sales and/or development of the Assets.

     c)   Cooperation  in Securing  Rights.  Seller hereby  covenants and agrees
          that it will assist and cooperate with the Company,  or its designees,
          in every  proper way to further  secure  the  Company's  rights in the
          Assets hereby  assigned to the Company  together with any  copyrights,
          patents,  trademarks,  trade  secrets or other  intellectual  property
          rights relating thereto in any and all countries. Such cooperation and
          assistance of Seller shall include,  but not be limited to, the giving
          of  testimony   and  the  prompt   execution   of  all   applications,
          specifications, oaths, assignments and all other instruments which the
          Company  deems  necessary in order to apply for,  perfect,  obtain and
          sustain such  intellectual  property rights and in order to assign and
          convey to the Company, its successors,  assigns, and nominees the sole
          and  exclusive  right,  title and interest in and to such  transferred
          Assets and any copyrights, patents, trademarks, trade secrets or other
          intellectual  property rights relating  thereto,  including the filing
          and  prosecution of substitute,  divisional,  continuing or additional
          applications  covering said  intellectual  property rights,  including
          without   limitation,   reissues   and   reexaminations,    opposition
          proceedings,  cancellation proceedings,  priority contests, public use
          proceedings,   infringement  actions  and  court  actions;   provided,
          however,  that if  requested  on a timely  basis,  the  Company  shall
          reimburse Seller for its reasonable costs and expenses,  including for
          the time of its  employees  on the  basis  of  Seller's  then  current
          standard  consulting  rates as  determined  by  reference to the rates
          actually charged by Seller to its then current clients,  in connection
          with providing such cooperation.

     d)   Validity of the Transfer of Assets. Seller represents and warrants (i)
          that the Assets being  assigned and  transferred  to the Company along
          with all related  materials  being  assigned  and  transferred  to the
          Company will not  infringe any  copyright,  patent,  trademark,  trade
          secret or other  proprietary or  intellectual  property  rights of any
          third party; (ii) that Seller is the sole owner,  without  restriction
          or  encumbrance,  of all rights  (including,  but not  limited to, all
          copyrights,  patents, trademarks, trade secrets and other intellectual
          property rights,) title and interest in and to the Assets;  (iii) that
          Seller  has not  previously  granted  any  rights in the Assets to any
          third  party  (which have not  otherwise  been  reacquired  in full by
          Seller prior to the Effective  Date);  and (iv) that Seller  currently
          has the full power and authority to make and enter into this Agreement
          and to make the  present  assignment  of the Assets to the  Company as
          contemplated  by  this  Agreement.  Upon  the  Effective  Date of this
          Agreement  and the  transfer  of the  Assets  to the  Company,  Seller
          covenants and agrees not to use in the future and to  discontinue  any
          current use of such Assets and associated materials and further not to
          recreate such rights and materials in any manner  whatsoever once such
          rights are actually transferred to the Company.


                                                                     Page 2 of 8
<PAGE>
                                  Exhibit 10.5


2)   Consideration.  In  consideration  for entering into this agreement and the
     transfer of Assets contemplated hereby, the Company has delivered to Seller
     the aggregate  consideration  of One Hundred Fifty  Thousand  Dollars (U.S.
     $150,000.00, the "Payment"), pursuant to the terms and conditions specified
     by Seller. Such Payment shall be inclusive of all applicable taxes, fees or
     other assessments,  if any, involved with this transfer. In addition,  such
     Payment  shall  be  inclusive  of  any  expenses  or  fees  of  any  nature
     whatsoever,  claimed  or to be  claimed  by Seller in  connection  with the
     preparation  of this Agreement or involved with the transfer of such Assets
     to the Company.

3)   Tax Consequences.  The Company makes no  representations or warranties with
     respect  to  the  tax  consequences  of  the  payment  or  transfer  of any
     consideration  to Seller under the terms of this  Agreement.  Seller agrees
     and understands  that it is solely  responsible for the payment of federal,
     state,  and/or local taxes, if any, on the consideration  received from the
     Company  under this  Agreement and any  penalties or  assessments  thereon.
     Seller further  agrees to indemnify and hold the Company  harmless from any
     and all claims, demands, deficiencies,  penalties, assessments, executions,
     judgments,  or recoveries by any taxing  authority  against the Company for
     any amounts  claimed due on account of Seller's  failure to pay any of such
     taxes  and from  damages  sustained  by the  Company  by reason of any such
     claims, including reasonable attorneys' fees and expenses.

4)   Indemnification.  Seller agrees to  indemnify,  defend and hold the Company
     harmless  from any loss,  cost,  liability  or  expense  arising  out of or
     resulting from any breach or claimed breach of Seller's representations and
     warranties contained herein,  including,  but not limited to, those arising
     out of any third party  claims that the Assets  infringe  any  intellectual
     property  rights  including,  without  limitation,   copyrights,   patents,
     trademarks and trade secrets. In addition, so long as the Company is not in
     material  default under this Agreement,  the Seller will defend the Company
     against  such claims at Seller's  expense and pay all damages  that a court
     finally  awards or  settlements  entered  into,  provided  that the Company
     promptly  notifies Seller in writing of such claim,  reasonably  cooperates
     with  Seller  in  the  defense  or  any  related  settlement  negotiations;
     provided,  however,  that Seller shall not fail to  diligently  protect the
     Company  from  liability  or consent to any entry of judgment or enter into
     any  settlement  in the  defense of such claim that does not  include as an
     unconditional  term  thereof the  complete  release of the Company from all
     liability  with respect to such claim without the  Company's  prior express
     written consent.

     a)   Right to  Cure.  If such a claim of  infringement  is made or  appears
          possible,  Seller  may,  at its  option  and  expense,  secure for the
          Company the appropriate  rights for the Company to be able to continue
          to use the Assets, in the manner contemplated by this Agreement.

     b)   No  Obligation.  Seller shall have no  obligation  for any claim based
          upon a modified version of the Assets or the  combination,  operation,
          or use of the Assets with any product,  data, or apparatus  other than
          as necessary to use such Assets as designed by Seller.

5)   Confidential Information. The Seller and Robert A. Swanson hereby severally
     agree that each will hold in strictest  confidence and not use,  except for
     the benefit of the Company,  or disclose to any person, firm or corporation
     without written authorization of the Company any Confidential  Information,
     as defined  herein  below.  For purposes of this  Agreement,  "Confidential
     Information"  shall  mean  any of the  Company's  proprietary  information,
     technical data, trade secrets or know-how,  including,  but not limited to,
     research, product plans, products,  services,  customer lists and customers
     (including, but not limited to, customers of the Company on whom the Seller
     called or with  whom the  Seller  became  acquainted),  markets,  software,
     developments,   inventions,   processes,  formulas,  technology,   designs,
     drawings,  engineering,  hardware  configuration  information,

                                                                     Page 3 of 8
<PAGE>
                                  Exhibit 10.5


     marketing,  finances or other business  information  directly or indirectly
     disclosed to the Seller by the Company or by others  under  confidentiality
     agreements  executed by the Seller,  in writing,  orally, or by drawings or
     observation  of  parts  or  equipment.  Confidential  Information  does not
     include any of the  foregoing  items which have become  publicly  known and
     made generally available through no wrongful act of the Seller or of others
     who were under confidentiality obligations as to the items involved.

6)   Representations  and  Warranties. 

     a)   The Seller hereby represents to the Company that:

          i)   the Seller is a corporation duly, organized, validly existing and
               in good standing under the laws of the state of Florida;

          ii)  the Seller has the right,  power and  authority to enter into and
               fully perform its obligations hereunder this Agreement;

          iii) all  corporate  action on the part of the Seller,  its  officers,
               directors and  shareholders  necessary for the  authorization  of
               this Agreement and the  performance  of the Seller's  obligations
               hereunder  have been taken  prior to the  Effective  Date of this
               Agreement;

          iv)  the undersigned officer has the authority to act on behalf of the
               Seller and to bind the Seller and all who may claim through it to
               the terms and conditions of this Agreement;

          v)   Robert A. Swanson is the duly  elected and acting  officer of the
               Seller who has the full corporate  authority and power to execute
               this Agreement on behalf of the Seller;

          vi)  the making of this  Agreement  by the  Seller  does not breach or
               otherwise  violate and other agreement between the Seller and any
               third party;

          vii) the Seller has not entered  into,  and will not enter  into,  any
               oral or written agreement in conflict with this Agreement;

          viii)the Seller holds good and marketable  right title and interest in
               the Assets  and such  Assets  are not  subject  to any  mortgage,
               pledge,  lien, lease, charge or other encumbrance and are fit and
               usable for the purposes for which they are intended to be used;

          ix)  there  are no liens or claims  of lien or  assignments  in law or
               equity or  otherwise  against any of the Assets nor are there any
               actions,  suits,  legal proceedings or investigations  pending or
               threatened  lawsuits  against the Seller  which would  impact the
               Seller's  ability to enter into and perform under this  Agreement
               and that the  Seller  is not  aware of any  basis  for any of the
               foregoing; and

          x)   the Seller  has  previously  provided  the  Company  with all due
               diligence  and  documentation  requested by Company in connection
               with this Agreement, that exist and such documents do not contain
               any untrue statement of a material fact.

     b)   Robert A. Swanson hereby represents to the Company that:


          i)   to his knowledge, he is the sole authorized director of Seller;

                                                                     Page 4 of 8
<PAGE>
                                  Exhibit 10.5


          ii)  to his knowledge,  that he is the sole  authorized,  duly elected
               and acting officer of Seller who has the full corporate authority
               and power to execute this Agreement on behalf of the Seller;

          iii) shareholders  representing more than 50% of the outstanding stock
               of the Seller  which  represents  a  controlling  interest of the
               Seller,  have approved the Assignment of  Intellectual  Property,
               Transfer of Rights and Asset Purchase transaction;

          iv)  to his  knowledge,  the making of this  Agreement and the sale of
               the Assets by the Seller does not breach or otherwise violate and
               other agreement between the Seller and any third party;

          v)   he has not entered  into,  and will not enter  into,  any oral or
               written agreement in conflict with this Agreement and that he has
               not taken,  and will not take in the future,  any such actions on
               behalf of the Seller which will result in the conflict  with this
               Agreement;

          vi)  to his  knowledge,  that  there are no liens or claims of lien or
               assignments  in law or equity  or  otherwise  against  any of the
               Assets nor are there any actions,  suits,  legal  proceedings  or
               investigations  pending or threatened lawsuits against the Seller
               which would impact the Seller's ability to enter into and perform
               under  this  Agreement  and that there is no basis for the any of
               the foregoing.

     c)  The Company hereby represents to Seller that:

          i)   the Company is a corporation  duly,  organized,  validly existing
               and in good standing under the laws of the state of California;

          ii)  the Company has the right,  power and authority to enter into and
               fully perform its obligations hereunder this Agreement;

          iii) all  corporate  action on the part of the Company,  its officers,
               directors and  shareholders  necessary for the  authorization  of
               this Agreement and the  performance of the Company's  obligations
               hereunder  have been taken  prior to the  Effective  Date of this
               Agreement;

          iv)  the undersigned officer has the authority to act on behalf of the
               Company and to bind the Company and all who may claim  through it
               to the terms and conditions of this Agreement; and

          v)   the making of this  Agreement  by the Company  does not breach or
               otherwise violate and other agreement between the Company and any
               third party.

7)   Additional Cooperation.  Seller agrees that it will execute any proper oath
     or  verify  any  proper  document  required  to carry out the terms of this
     Agreement.  Seller hereby  represents and warrants that its  performance of
     all the terms of this Agreement will not breach any other agreement to keep
     in confidence  proprietary  information  acquired by it in confidence or in
     trust from an  outside  third  party  prior to the  Effective  Date of this
     Agreement and agrees to notify the Company immediately in writing if Seller
     is  subsequently  notified of such  purported  breach or otherwise  becomes
     aware of such a claim of such breach.

8)   Noncompetition.  The Seller  agrees that it will not engage in any business
     activity  directly  related  to the  business  in which the  Company is now
     involved or becomes  involved  during the thirty six (36)

                                                                     Page 5 of 8

                                       
<PAGE>
                                  Exhibit 10.5


     months  following  the  effective  date of  this  Agreement,  or any  other
     activities  that  conflict  with the  Seller's  obligations  to the Company
     hereunder.

9)   Solicitation of Employees. The Seller agrees it will not, during the thirty
     six (36) months immediately following the effective date of this Agreement,
     either directly or indirectly solicit,  induce, recruit or encourage any of
     the Company's  employees or consultants to leave their  employment with the
     Company,  or take away any such  employees  or  consultants,  or  otherwise
     attempt to solicit,  induce,  recruit,  encourage or take away employees or
     consultants of the Company,  either directly oh behalf of the Seller or for
     any other person or entity.

10)   Arbitration and Equitable Relief.

     a)   Arbitration.  Except as otherwise  provided in subsection 10(b) below,
          any  dispute  or  controversy  arising  out  of  or  relating  to  any
          interpretation, construction, performance or breach of this Agreement,
          will be settled by binding  arbitration  held in Santa  Clara  County,
          California, or at any other location mutually agreeable to the Company
          and  the  Seller,  in  accordance  with  the  rules  of  the  American
          Arbitration  Association then in effect, as follows: In the event that
          Company and Seller mutually agree on one  arbitrator,  the arbitration
          shall be conducted by such single arbitrator.  Otherwise, in the event
          that the  Company  and Seller do not so agree on the same  arbitrator,
          the Company and the Seller will each select one  arbitrator  and these
          two arbitrators shall select a third arbitrator.  In addition,  unless
          the Company and the Seller  mutually agree,  none of such  arbitrators
          shall  be  employed  by  or   affiliated   with  either  party  or  an
          organization  which  is a direct  competitor  of the  Company.  At the
          request of either party, the arbitration proceedings will be conducted
          in secrecy.  In such case, all the documents,  testimony,  and records
          shall be received, heard, and maintained by the arbitrators in secrecy
          under  seal,  available  for  inspection  only by the  Company and the
          Seller and their respective attorneys and their respective experts who
          shall agree in advance and in writing to receive all such  information
          confidentially  and to maintain such information in secrecy until such
          information  shall become  generally known to the public.  The Company
          and the Seller will each state their respective  positions in writing,
          and verbally.  Each of the parties shall then have an  opportunity  to
          amend their written  positions  once after such verbal  presentations.
          The three  arbitrators,  acting  by  majority  vote,  will then make a
          determination  and such decision of the arbitrators will be binding on
          all  parties.  Such  arbitrators  shall be able to decree  any and all
          relief of an  equitable  nature,  including  but not  limited  to such
          relief as a temporary  restraining  order,  a temporary or a permanent
          injunction,  or both, and shall also be able to award damages, with or
          without an accounting,  costs,  and reasonable  attorneys'  fees. Such
          arbitrators  shall also allocate all other costs  associated with such
          proceeding in an equitable  fashion.  The decision of the  arbitrators
          will  be  final,   conclusive  and  binding  on  the  parties  to  the
          arbitration.  The  decree  or  judgment  of an award  rendered  by the
          arbitrators may be entered in any court having jurisdiction thereof.

     b)   Equitable Remedies. If the Seller breaches subsections 1(a) or 1(b) or
          Sections 5, 8 or 9 of this Agreement, the Company will have available,
          in  addition  to any  other  right or remedy  available,  the right to
          obtain  an   injunction   from  a  court  of  competent   jurisdiction
          restraining   such  breach  or  threatened   breach  and  to  specific
          performance of any such provision of this Agreement.  No bond or other
          security will be required in obtaining such  equitable  relief and the
          Seller consents to the issuance of any such injunction and ordering of
          specific performance.

                                                                     Page 6 of 8


<PAGE>
                                  Exhibit 10.5


11)   General Provisions.

     a)   Entire Agreement.  This Agreement  represents the entire agreement and
          understanding  between the Company and Seller and  supersedes,  merges
          and  replaces  any and all  prior  oral  and  written  agreements  and
          understandings relating to the subject matter of this Agreement.  Each
          party to the Agreement  represents  such party has had the opportunity
          to consult with an attorney and has carefully read and understands the
          scope and effect of the  provisions  of this  Agreement.  There are no
          representations,  agreements,  arrangements or understandings, oral or
          written,  among any of the parties to this  Agreement  relating to the
          subject matter of this Agreement that are not fully  expressed in this
          Agreement  and none of the parties has relied upon any  representation
          or statement  made by one of the other  parties in entering  into this
          Agreement that is not specifically set forth in this Agreement.

     b)   Modification.  No modification of or amendment to this Agreement,  nor
          any waiver of any  rights  under this  Agreement,  shall be  effective
          unless in writing and signed by both the Company and Seller.

     c)   Waiver. No failure or delay by either of the parties in exercising any
          right,  power or  privilege  under this  Agreement  will  operate as a
          waiver thereof. The waiver by either of the parties of a breach of any
          provision  of this  Agreement  will not operate or be  construed  as a
          waiver of any other or subsequent breach.

     d)   Severability.  In the  event  that  any  provision  of this  Agreement
          becomes or is  declared  by a court of  competent  jurisdiction  to be
          illegal,  unenforceable  or void,  the  remaining  provisions  of this
          Agreement  shall  continue  in full  force  and  effect  without  said
          provision  and the  parties  agree  to  amend  this  Agreement  and to
          substitute and replace such void or unenforceable provision with a new
          enforceable  provision  negotiated  in good faith  which  most  nearly
          effects the  original  intent of the parties upon  entering  into this
          Agreement.

     e)   Assignment.  Neither  of the  Seller  nor the  Company  may assign its
          rights or delegate its duties under this  Agreement  without the prior
          written consent of the other party.

     f)   Successors  and Assigns.  This  Agreement  shall be binding upon,  and
          inure  to  the  benefit  of,  the  respective  legal  representatives,
          successors and permitted assigns of the parties.

     g)   No Third Party  Beneficiaries.  Except as otherwise  set forth in this
          Agreement, the provisions of this Agreement are not intended to be for
          the benefit of or enforceable by a third party.

     h)   Notices.  Any notice  required or permitted by this Agreement shall be
          in writing and shall be deemed  given upon actual  receipt or (i) upon
          delivery, if personally delivered,  (ii) after three days upon deposit
          in the mail if sent by prepaid  registered or certified  mail,  return
          receipt requested,  or (iii) the next business day after delivery to a
          commercial  overnight  courier  service.  All  such  notices  shall be
          addressed at to the  appropriate  using the address set forth below at
          the end of this  Agreement  or at other such  address for which such a
          party has previously provided the other with notice under the terms of
          notice hereunder.

     i)   Costs. Except as otherwise  specifically  provided herein, each of the
          parties  hereto  shall  each bear its own costs,  attorneys'  fees and
          other fees incurred in connection  with the  preparation and execution
          of this Agreement.

                                                                     Page 7 of 8

                                       
<PAGE>
                                  Exhibit 10.5

     j)   Disputes.  In the event of a dispute  between the parties arising from
          or related to this  Agreement,  the parties agree that the  prevailing
          party in such dispute shall be entitled to reimbursement of reasonable
          attorneys'  fees and  expenses,  in addition  to any other  rights and
          remedies that it may have.

     k)   Governing  Law.  This  Agreement  will be governed by and construed in
          accordance with the laws of the State of California, without regard to
          the laws of conflicts.

     l)   Consent to  Jurisdiction.  Each of the parties hereto hereby expressly
          agrees and consents that the  California  state courts  located within
          the  County  of  Santa  Clara,   California  shall  be  the  exclusive
          jurisdiction and venue in which to adjudicate any dispute arising from
          or relating to this Agreement  (unless,  if there is exclusive federal
          jurisdiction,  then the United States  District Court for the Northern
          District of California  shall be the exclusive  jurisdiction and venue
          for such  matters.)  Furthermore,  each of the parties  hereto  hereby
          expressly consents to (i) the personal jurisdiction of the federal and
          state courts within California, (ii) service of process being effected
          upon it by  registered  mail sent to the  appropriate  officer  at the
          address as set forth  below at the end of this  Agreement  or at other
          such address for which such party has  previously  provided  under the
          terms of notice hereunder,  and (iii) the uncontested enforcement of a
          final judgment from such court in any other jurisdiction  wherein such
          party or any of its assets are present.

     m)   Counterparts.  This Agreement may be executed in counterparts, each of
          which  when  so  executed  and  delivered  shall  be  deemed  to be an
          original,  and all of which together shall constitute one and the same
          instrument.
<TABLE>
<CAPTION>
IN WITNESS  WHEREOF,  each of the parties hereto have caused this  Assignment of
Intellectual  Property,  Transfer of Rights,  and Asset Purchase Agreement to be
executed and delivered as of the Effective Date first set forth above.
<S>                                                    <C>
COMPANY:                                               SELLER:

SIERRA MONITOR CORPORATION                             MONTECH HOLDINGS INC.
                                                       d.b.a. Montech International

By:           /s/ Gordon R. Arnold                     By:        /s/ Robert A. Swanson                   
              -----------------------------                      ------------------------------------
              Gordon R. Arnold                                    Robert A. Swanson
Title:        President                                Title:     President, Sole Director
Address:      1991 Tarob Court                         Address:   12155 Metro Parkway
              Milpitas, California 95035                          Fort Myers, Florida  33912

                                                       ROBERT A. SWANSON:
                                                       (For purposes of Sections 5 and 6(b) only.)

                                                       By:        /s/ Robert A. Swanson                   
                                                                  -------------------------------------
                                                                  Robert A. Swanson
                                                       Address:   ____________________

                                                                  ____________________

                                                                  ____________________
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