Exhibit 10.6


                      AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and entered
into as of 26th day of February,  1999,  among  AMERICOM  USA, INC. (the "Parent
Corporation"),  RMC Diversified  Associates  International  Ltd. (the "Acquiring
Corporation"),  JIM AND JON TECH (the "Target Corporation");  and Jim Heintz and
Jon  Iverson   ("Principal   Shareholders",   "Shareholders"   or   individually
"Shareholder").

RECITALS:

A.   The Boards of Directors of each of Parent Corporation,  Target Corporation,
     and  Acquiring  Corporation  believe  it is in the best  interests  of each
     Corporation and their respective  shareholders  that Acquiring  Corporation
     acquire  Target   Corporation   through  the  statutory  merger  of  Target
     Corporation  with and into  Acquiring  Corporation  (the  "Merger")  and in
     furtherance thereof, have approved the Merger.

B.   Pursuant to the Merger,  among other  things,  and subject to the terms and
     conditions of this Agreement,  (i) all of the issued and outstanding shares
     of common stock,  of the Target  Corporation  ("Target  Corporation  Common
     Stock") shall be converted into the right to receive shares of Common Stock
     of Parent  Corporation and (ii) all of the issued and outstanding shares of
     preferred stock of Target Corporation shall be canceled.

C.   Target  Corporation,  the Shareholder,  Parent  Corporation,  and Acquiring
     Corporation desire to make certain representations,  warranties,  covenants
     and other agreements in connection with the Merger.

D.   It is  agreed  and  understood  between  the  parties  that  the  Principal
     Shareholders have developed certain  operational  computer software as more
     particularly  described in Schedule "D-1" annexed hereto (the "Technology")
     and are prepared to warrant and represent which warranty and representation
     shall  survive  closing  that  the  Technology   operates  in  a  good  and
     workmanlike fashion in accordance with the parameters set forth in Schedule
     "D-2" hereof and paragraph 3.12 hereof

NOW, THEREFORE, in consideration of the covenants,  promises and representations
set forth herein, and for other good and valuable consideration, intending to be
legally bound hereby, the parties agree as follows:

ARTICLE I - THE MERGER

1.1      The  Merger.  At the  Effective  Time (as  defined in Section  1.2) and
         subject to and upon the terms and  conditions of this Agreement and the
         applicable  provisions  of the  Delaware  General  Corporation  Law, as
         amended (the  "Delaware  GCL") and the California  General  Corporation
         Law, as amended (the "California  GCL"),  Target  Corporation  shall be
         merged with and into  Acquiring  Corporation,  the  separate  corporate
         existence of Target Corporation shall cease, and Acquiring  Corporation
         shall continue as the surviving corporation.  The surviving corporation
         after the Merger is hereinafter sometimes referred to as the "Surviving
         Corporation."

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1.2      Effective Time. Unless this Agreement is earlier terminated pursuant to
         Section 8.1, the closing of the Merger (the "Closing") shall take place
         on the  26th  day of  February,  1999,  at the  offices  of the  Parent
         Corporation 124 S. Halcyon Road,  Arroyo Grande,  California,  at 10:00
         o'clock in the  morning  unless  another  place or time is agreed to in
         writing by Acquiring Corporation and Target Corporation.

         The date upon which the Closing  actually  occurs is herein referred to
         as the "Closing  Date."  Simultaneously  with the Closing,  the parties
         hereto shall cause the Merger to be consummated by filing a Certificate
         of Merger (the "Merger Certificate") with the Secretary of State of the
         State of  California.  The time of acceptance by the Secretary of State
         of the State of  California  of such filing shall be referred to herein
         as the "Effective Time."

1.3      Effect of the Merger.  At the Effective  Time, the effect of the Merger
         shall be as provided in the  applicable  provisions  of the  California
         GCL.  Without  limiting the  generality of the  foregoing,  and subject
         thereto, at the Effective Time, all the property,  rights,  privileges,
         powers and franchises of Target  Corporation and Acquiring  Corporation
         shall vest in the Acquiring Corporation, which subsequent to the merger
         shall be  referred  to as the  "Surviving  Corporation"  and all debts,
         liabilities and duties of Target Corporation and Acquiring  Corporation
         shall   become  the  debts,   liabilities   and  duties  of   Surviving
         Corporation.

1.4      Certificate of Incorporation Bylaws.

(a)      The Certificate of Incorporation of Acquiring Corporation, as in effect
         immediately  prior to the Effective  Date,  shall be the Certificate of
         Incorporation of the Surviving Corporation until thereafter amended.

(b)      The Bylaws of Acquiring Corporation,  as in effect immediately prior to
         the Effective  Time,  shall be the Bylaws of the Surviving  Corporation
         until thereafter amended.

1.5      Directors  and  Officers.   The  directors  of  Acquiring   Corporation
         immediately  prior to the Effective Time shall be the initial directors
         of the  Surviving  Corporation.  The officers of Acquiring  Corporation
         immediately  prior to the  Effective  Time,  with the  addition  of Jon
         Iverson as  President  and Chief  Operating  Officer  and Jim Heintz as
         Chief technical Officer, shall be the initial officers of the Surviving
         Corporation,  each to hold office in accordance  with the Bylaws of the
         Surviving Corporation.

1.6      Effect of Merger on the Capital Stock of Target Corporation.

(a)      Exchange of Target  Corporation  Common Stock. As of the Effective Time
         of the Merger,  each share of Target  Corporation  Common Stock that is
         issued and outstanding  immediately  prior to the Effective Time of the
         Merger  shall,  by virtue of the Merger and  without  any action on the
         part of Acquiring Corporation,  Target Corporation, or the Shareholders
         of the Target  Corporation,  be canceled and extinguished and converted
         into the right to receive their pro rata share of Two Hundred  Thousand
         (200,000)  shares of common  stock,  (the  "Common  Stock") from Parent
         Corporation.  Stock certificates representing same will be delivered to
         the shareholders at the effective time.

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(b)      Fractional  Shares.  No fractional share of Parent  Corporation  Common
         Stock shall be issued in the Merger.  In lieu thereof,  any  fractional
         share shall be rounded up or down to the nearest  whole share of Parent
         Corporation  Common Stock (with any  fraction  greater than or equal to
         .50 being rounded up and any fraction less than .50 rounded down).

(c)      Treasury Stock. Any shares of capital stock of Target  Corporation held
         in  the  treasury  of  Target  Corporation  immediately  prior  to  the
         Effective  Time  shall  be  canceled  and   extinguished   without  any
         conversion  thereof  and no Parent  Corporation  Common  Stock or other
         consideration shall be delivered or deliverable in exchange therefor.

(d)      Stock  Options.  Subject to the  provisions of this  Agreement,  at the
         Effective  Time,  the  Parent  Corporation  shall  grant to each of Jon
         Iverson and Jim Heintz an option to purchase 100,000 shares each of the
         Parent  Corporation's  Common  Stock at an exercise  price of $2.00 per
         share,  and such options  shall be subject to the Parent  Corporation's
         qualified employee stock option plan. These options shall be treated as
         fully vested. The options herein described shall be granted by delivery
         of the Stock Option Agreement attached as Schedule "1.6(d)";

(e)      Subject to the provisions of this Agreement, at the Effective Time, the
         Parent  Corporation  shall  grant to each of Jon Iverson and Jim Heintz
         further  options  to  purchase   200,000  shares  each  of  the  Parent
         Corporation's Common Stock at an exercise price of $2.00 per share, and
         such  options  shall be subject to the Parent  Corporation's  qualified
         employee  stock  option  plan.  The  options  shall vest at the rate of
         100,000  shares each, at the end of each  subsequent  year of completed
         employment.  The options herein  described shall be granted by delivery
         of the Stock Option Agreement attached as Schedule "1.6(e)";

(f)      The  above  options  shall be in  addition  to any  others to which the
         Shareholders   might   hereafter   become  entitled  under  any  Parent
         Corporation  employee  stock  option  plan  in  effect  at  Closing  or
         hereafter.

1.7      No Further  Ownership  Rights in Target  Corporation  Common Stock. All
         shares of Parent Corporation Common Stock issued upon the surrender for
         exchange of shares of Target  Corporation  Common  Stock in  accordance
         with the terms  hereof  (including  any cash paid in  respect  thereof)
         shall be deemed to have been issued in full  satisfaction of all rights
         pertaining to such shares of Target Corporation Common Stock, and there
         shall be no further  registration  of  transfers  on the records of the
         Surviving  Corporation of shares of capital stock of Target Corporation
         that were  outstanding  immediately  prior to the Effective  Time.  If,
         after the Effective Time, any stock  certificates  evidencing shares of
         capital  stock of Target  Corporation  are  presented to the  Surviving
         Corporation  for any reason,  they shall be canceled  and  exchanged as
         provided in this Article I.

1.8      Tax  Treatment  of the Merger.  For federal  income tax  purposes,  the
         parties  shall use  reasonable  best efforts to qualify the Merger as a
         tax-free   reorganization   under  the  "forward   triangular   merger"
         provisions of Section  368(a)(1)(A)  and 368(a)(2)(C) of the Code. Each
         party to this  Agreement  has  consulted  with its own tax  advisors in
         connection with the Merger.

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1.9      Taking of Necessary Action;  Further Action.  If, at any time after the
         Effective  Time,  any such further  action is necessary or desirable to
         carry out the  purposes  of this  Agreement  and to vest the  Surviving
         Corporation  with full  right,  title  and  possession  to all  assets,
         property,   rights,   privileges,   powers  and  franchises  of  Target
         Corporation  and Acquiring  Corporation,  the officers and directors of
         Target  Corporation and Acquiring  Corporation are fully  authorized in
         the name of their  respective  corporations  or otherwise to take,  and
         will take, all such lawful and necessary action.

1.10     Cash  Consideration.  The Parent  Corporation  shall pay to each of the
         Shareholders  at the Effective  Time, a cashier check in the sum of One
         Hundred Thousand Dollars ($100,000).

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF TARGET CORPORATION AND THE
             SHAREHOLDERS

Target Corporation and the Principal Shareholders hereby, jointly and severally,
represent and warrant to Acquiring  Corporation,  Each Shareholder  solely as to
himself and, where applicable,  jointly with the Corporation,  hereby represents
and warrants to Acquiring  Corporation and Parent  Corporation and covenants and
agrees as follows:

2.1      Organization.  The Target  Corporation is a corporation duly organized,
         validly  existing and in good  standing  under the laws of the State of
         California.  The Target Corporation has full power and authority to own
         its assets and to carry on its  business as and where such  business is
         now conducted.  The Target Corporation is duly qualified or licensed to
         do business  and is in good  standing in  California  which is the sole
         jurisdiction  in which the nature of its  business or the  character of
         its properties or assets requires such qualification or license (except
         where any  failure to do so does not have a Material  Adverse  Effect).
         Copies of the Formation  Documents of the Target  Corporation,  and all
         amendments thereto,  heretofore delivered to Acquiring  Corporation are
         true,  accurate and complete as of the date of this  Agreement  and are
         attached as Schedule "2.1".

2.2      Capitalization. The number of shares of authorized capital stock of the
         Target  Corporation,  the par value per share, and the number of shares
         of each class of  capital  stock of the  Target  Corporation  which are
         presently  issued and  outstanding  are as set forth on Schedule "2.1".
         Also set  forth in  Schedule  "2.2" is a list of the  holders  of Stock
         along  with an  indication  of the  number of shares  held by each such
         Person. Each Shareholder is the sole shareholder of each share of Stock
         indicated on Schedule  "2.2" as owned by him, free and clear of any and
         all  Encumbrances.  All outstanding  shares of Stock have been duly and
         validly issued and are fully paid and non-assessable and were issued in
         compliance with all applicable  state and federal  securities and other
         laws. There is no other capital stock of any class authorized or issued
         by the Target Corporation.  There are no outstanding options, warrants,
         calls,  commitments,  agreements  or other  rights  to  subscribe  for,
         purchase  or  otherwise   acquire  any  capital  stock  of  the  Target
         Corporation  or securities  convertible  into or  exchangeable  for any
         capital stock of the Target Corporation to which the Target Corporation
         or each Shareholder is or may be bound.

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2.3      Ability to Carry Out Agreement.  The  consummation of the  transactions
         contemplated  hereby,  including,  but not limited  to, the  execution,
         delivery and  performance  of this  Agreement  and all other  documents
         collateral  hereto  or  thereto,  contemplated  hereby or  thereby,  or
         required to effect the  transactions  contemplated  hereby and thereby,
         does not and will not: (a)  constitute a violation of or default under,
         conflict with or result in a breach of (i) the  Formation  Documents of
         the Target  Corporation,  (ii) any terms of any  Contract  to which the
         Business,  the Target  Corporation  or the  Shareholders  are or may be
         bound or constitute a default  thereunder  (either  immediately or upon
         notice,  lapse of time or both), (iii) any Court Order or (iv) to their
         knowledge, any Regulation;  (b) result in the creation or imposition of
         any Encumbrances other than Permitted  Encumbrances or Liability of any
         nature  whatsoever  which  can be  reasonably  be  expected  to  have a
         Material Adverse Effect, or give to any person any interest or right in
         any of the  Stock,  the  Assets of the  Target  Corporation  and/or the
         Business;  or (c) accelerate the maturity of, or otherwise modify,  any
         Contract of the Target Corporation and/or the Business.

2.4      Validity  of  Agreement  -  Authority.  The  execution,   delivery  and
         performance  of this  Agreement  and all other  documents  required  to
         effect the transactions  contemplated  hereby,  and the consummation of
         the transactions  contemplated  hereby and thereby,  have been duly and
         validly  authorized and approved by all necessary action on the part of
         the  Shareholders  and the Target  Corporation.  This Agreement and any
         other  document or instrument  contemplated  by this  Agreement,  after
         execution and delivery by the Shareholders  and the Target  Corporation
         to  Acquiring   Corporation,   shall   constitute   valid  and  binding
         obligations of the Shareholders and the Target Corporation, enforceable
         in accordance with their respective terms, except as the enforceability
         thereof may be limited by  bankruptcy,  reorganization,  moratorium  or
         similar laws relating to or limiting  creditors' rights generally or by
         equitable principles relating to enforceability. No Consent is required
         with  respect  to  the  Shareholders  or  the  Target   Corporation  in
         connection  with  the  execution,  delivery  and  performance  of  this
         Agreement  or any other  agreement  collateral  hereto or  contemplated
         hereby.

2.5      Permits and  Licenses.  No Permits and Licenses are  necessary  for the
         operation of the Business as conducted and presently  anticipated to be
         conducted by the Target  Corporation.  To their  knowledge,  the Target
         Corporation  is in compliance  with all of the terms and  conditions of
         the  Permits  and  Licenses.  The  transactions  contemplated  by  this
         Agreement  shall  not  conflict  with or  result  in the  modification,
         cancellation or termination of any of the Permits or Licenses.

2.6      Compliance with Regulations.  The Assets, the Business,  and the Target
         Corporation  are in  compliance  with all  Regulations  and neither the
         Shareholders or the Target  Corporation have received written notice of
         any violation of any Regulation(s), the violation of which would have a
         Material Adverse Effect on the Business.  Since  inception,  the Target
         Corporation  has not engaged in any  transaction,  maintained  any bank
         account or used any funds except for  transactions,  bank  accounts and
         funds which have been and are  reflected in their  normally  maintained
         Books and Records.

2.7      Financial  Statements.  The Books and Records of the Target Corporation
         fairly and accurately reflect in all material respects the transactions
         to which  the  Target  Corporation

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         is and was a party or by which its properties are and were affected and
         such  Books and  Records  have been  properly  kept and  maintained  in
         accordance  with GAAP,  and will continue to be so kept and  maintained
         through the Closing  Date.  On the Closing  Date such Books and Records
         will be correct and complete and will fairly and accurately present the
         Target Corporation's financial condition and operations in all material
         respects.

2.8      Title to and Condition of Certain  Fixtures and  Equipment.  The Target
         Corporation has good, valid and marketable title to all of its Fixtures
         and Equipment,  wherever located, and the Assets, free and clear of all
         Encumbrances other than Permitted  Encumbrances.  All such Fixtures and
         Equipment  are,  and shall on the  Closing  Date be, in good  operating
         condition and repair,  reasonable wear and tear excepted,  and adequate
         and   sufficient  for  the  operation  of  the  Business  as  currently
         conducted,  and there are no  material  defects  in such  Fixtures  and
         Equipment  as would have a Material  Adverse  Effect on the use of such
         Fixtures and  Equipment in the  Business.  The only asset of the Target
         Corporation is the technology pursuant to schedule d-1.

2.9      Tax Returns and Taxes.

(a)      The Target  Corporation  has duly and timely filed with the appropriate
         Governmental  Entity all tax and other returns and reports  required to
         be filed,  all of which have been accurately  prepared.  All Taxes due,
         owing and payable, or which may be due, owing and payable,  arising out
         of all  operations of the Target  Corporation  for all periods ended on
         February  28,  1999,  have been fully paid or duly  reserved for by the
         Target Corporation in accordance with GAAP in the Financial Statements,
         including,  without limitation, any and all Taxes due, owing or payable
         with respect to employees,  consultants and independent  contractors of
         the  Target  Corporation.  All  Taxes  arising  from  the  date of this
         Agreement to the Closing Date will be, on the Closing Date,  fully paid
         or reserved in accordance with GAAP.  Adequate provisions have been and
         will through the Closing Date be made by the Target  Corporation in its
         Books  and  Records  for  Taxes not  required  to be paid  prior to the
         respective  due dates  therefor.  The Target  Corporation  has received
         written notice from any Governmental  Entity of any deficiency or other
         adjustment that has not been satisfied.  The Target  Corporation is not
         presently  under audit by the Internal  Revenue Service ("IRS") for any
         Taxes,  has not been the subject of an IRS audit,  or has  received any
         notice of a proposed IRS audit.  There are no agreements,  waivers,  or
         other  arrangements  providing for an extension of time with respect to
         the   assessment  of  any  Taxes  or  deficiency   against  the  Target
         Corporation,  nor are  there  any  Actions,  now  pending  or, to their
         knowledge,  threatened against the Target Corporation in respect of any
         Taxes; and

2.10     Labor  Relations.  The  Target  Corporation  is  not  a  party  to  any
         collective   bargaining  or  union   contract,   nor  are  any  of  the
         Shareholders  or the  Target  Corporation  aware of any  current  union
         organization effort with respect to the Target Corporation's employees.
         The Target  Corporation has not received any notice, of, and there have
         not been, any strikes, slowdowns, work stoppages,  lock-outs or threats
         thereof,  by or  with  respect  to  any  of  the  Target  Corporation's
         employees.

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2.11     Status  of  Contracts.  There  are  no  Contracts  between  the  Target
         Corporation  and third parties as relate to, or are connected  with and
         are  parts  of  the  Business.  The  Contracts  represent  all  of  the
         agreements between the Target Corporation and third parties relating to
         the Target Corporation's conduct of the Business.  All of the foregoing
         Contracts  are  valid,  binding  and in full  force and  effect and the
         Target  Corporation  is not a party to or  otherwise  bound by any oral
         agreement or contract.

2.12     Changes or Events.  None of the  following has occurred with respect to
         the Target Corporation:

(a)      any change in the financial condition,  assets, Liabilities,  business,
         prospects or operations,  other than changes in the regular, normal and
         ordinary  course of business  consistent  with past custom or practice,
         which alone or in the aggregate could have a Material Adverse Effect on
         the Target Corporation or the Business;

(b)      any damage,  destruction or loss, as a result of fire,  storm casualty,
         other  acts of God or theft of a  substantial  amount of  Fixtures  and
         Equipment, whether or not covered by insurance, adversely affecting the
         Target  Corporation  or any  of  their  assets  which  alone  or in the
         aggregate  could be reasonably  be expected to have a Material  Adverse
         Effect on the Target Corporation or the Business;

(c)      any  disposition  of or Encumbrance or agreement to dispose of or place
         an Encumbrance upon any of the Target Corporation's  assets, other than
         dispositions  in the regular,  normal and ordinary  course of business,
         consistent with past custom or practice and Permitted Encumbrances;

(d)      any  transaction  relating  to the Target  Corporation  involving  over
         $2,000  entered  into  by the  Target  Corporation  other  than  in the
         regular,  normal and ordinary  course of business  consistent with past
         custom or practice;

(e)      any  adverse  event of  default,  cancellation  or  termination  of any
         Contract  involving over $2,000 between the Target  Corporation and any
         party thereto;

(f)      any Liability involving over $2,000 incurred by the Target Corporation,
         except  Liabilities  incurred and obligations  under Contracts  entered
         into,  in the  regular,  normal  and  ordinary  course  of  the  Target
         Corporation's business;

(g)      any capital  expenditure or commitment for addition to property,  plant
         or equipment of the Target Corporation involving over $2,000;

(h)      any agreement or commitment by the Target Corporation to do or take any
         of the  actions  referred  to in  paragraphs  (a)  through  (h) of this
         Section 5.12.

2.13     Employees and Employee Benefits.

(a)      There  are  no  (a)  employment,  managerial,  advisory  or  consulting
         agreements  to  which  the  Target  Corporation  and any  employee  are
         parties; (b) confidentiality or other agreements protecting proprietary
         processes,  formulae or information to which the Target

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         Corporation and any employee are parties; (c) other written obligations
         of the Target Corporation to any employee;  (d) Employee Plans. Neither
         the Target Corporation,  any of their respective officers or directors,
         has taken any action  directly or  indirectly  to  obligate  the Target
         Corporation to adopt any additional  Employee Plan.  True,  correct and
         complete copies of all Employee Plans and related documents,  including
         amendments thereto, any related trust agreements, any documents setting
         out the Target  Corporation's  personnel  policies and procedures,  any
         insurance contracts under which benefits are provided,  as currently in
         effect,  and  descriptions  of any such plan that is not written,  have
         been supplied to Acquiring Corporation.  Acquiring Corporation has also
         been provided with a copy of the Summary Plan Description,  if any, for
         each  Employee  Plan,  as well as  copies  of any  other  summaries  or
         descriptions  of any such  Employee  Plans that have been  provided  to
         employees or other beneficiaries.

(b)      The Target  Corporation does not maintain any plans or programs and are
         not parties to any agreement providing post-retirement medical benefits
         (other than  benefits  described in this Section and those  required by
         Law), death benefits or other post retirement  welfare benefits.  There
         are no post-retirement welfare benefits or plans;

2.14     Real Property; Leaseholds.

(a)      The Target  Corporation does not own nor lease any real property of any
         nature whatsoever;

2.15     Insurance.  There are no insurance policies in effect;

2.16     Litigation.  There  is no  Action  or  Court  Order  pending,  to their
         knowledge,  threatened,  affecting,  naming or directly  involving  the
         Shareholders,  the  Target  Corporation,  the  Assets or the  Business.
         Neither  the  Shareholders  nor the  Corporation  know of any  facts or
         circumstances  or other events which have occurred or may reasonably be
         expected to recur that could be reasonably expected to give rise to any
         Action or Court Order.

2.17     Related-Party  Transactions.  There exist no transactions or agreements
         between  the  Target  Corporation  and  any  Affiliate  of  the  Target
         Corporation  involving more than $5,000 in amount,  including,  without
         limitation  all  guarantees  by  the  Target  Corporation,  which  have
         occurred between January 1, 1998 and the date of this Agreement.

2.18     Accounts Receivable.  There are no accounts receivable;

2.19     Relationship  with Customers.  The Target  Corporation has no reason to
         believe that  relationships  with its customers are not good commercial
         working  relationships.  No  customer  of the  Target  Corporation  has
         canceled or otherwise  terminated  or threatened to cancel or otherwise
         terminate, its relationship with the Target Corporation,  or has during
         the last twelve (12) months  decreased  materially,  or  threatened  to
         decrease,  its relationship with the Target Corporation or its usage of
         any of the Target  Corporation's  services or  purchases  of the Target
         Corporation's  products. The Target Corporation has not received notice
         that any  customer  intends to take any of the action in the  preceding
         sentence.

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2.20     Proprietary  Rights.  Schedule "D-1" contains a listing of all material
         Proprietary  Rights of the Target  Corporation.  Except as disclosed in
         Schedule "2.20":

(a)      the  Target  Corporation  owns all  right,  title and  interest  in the
         Proprietary  Rights  described  in  Schedule  D-1  (including,  without
         limitation,  exclusive  rights to use and  license  the same)  free and
         clear of any Encumbrances other than Permitted Encumbrances;

(b)      the Target  Corporation  has not granted  any other  party  rights with
         respect to the Proprietary Rights;

(c)      the Proprietary Rights described in Schedule "D-1" are valid;

(d)      the  Proprietary  Rights  described in Schedule  "D-1",  have been duly
         issued and have not been canceled, abandoned or otherwise terminated;

(e)      the Target  Corporation has not received notice of default under any of
         the Proprietary  Rights and, to their  knowledge,  no other party is in
         default thereunder.

2.21     Non-Infringement  of  Proprietary  Rights.  (i) none of the services or
         products provided by the Target Corporation,  or processes,  equipment,
         software  or  technology  used  by  the  Target  Corporation,   or  the
         trademarks,  trade names,  labels or other marks or copyrights  used by
         the Target  Corporation,  infringe the Proprietary  Rights of any other
         Person,  or require the payment of any  royalty,  license fee, or other
         charge  or fee of any  kind  to any  Person,  and  none  of the  Target
         Corporation,  Shareholders  has received any notice of adverse claim by
         any third party with respect thereto,  (ii) all employees of the Target
         Corporation have executed written agreements protecting the Proprietary
         Rights of the  Target  Corporation,  (iii) the Target  Corporation  has
         license  agreements in force to the extent necessary to permit its full
         use of all of the processes  used by it in its operations in accordance
         with  present and planned  practices;  and (iv) the Target  Corporation
         owns or has the right to use  pursuant to the  license(s)  disclosed on
         Schedule "2.20" all Proprietary Rights used in its business.

2.22     Environmental Requirements.

(a)      neither the Target  Corporation nor any other Person has engaged in or,
         to their knowledge, permitted any operations or activities upon, or any
         use or occupancy  of, any  Leasehold,  or any portion  thereof,  or any
         other  property  now or  previously  owned or  operated  by the  Target
         Corporation,  resulting in the storage, emission,  release,  discharge,
         dumping or disposal of any Hazardous  Materials on, under,  in or about
         any Leasehold or any other property now or previously owned or operated
         by the Target  Corporation,  nor have any Hazardous  Materials migrated
         from any  Leasehold or any other  property now or  previously  owned or
         operated by the Target  Corporation  to, upon,  about or beneath  other
         properties,  nor have any Hazardous Materials migrated or threatened to
         migrate from other  properties to, upon, about or beneath any Leasehold
         or any  other  property  now or  previously  owned or  operated  by the
         Corporation;

                                       9
<PAGE>

(b)      there is not,  nor has  there  been,  constructed,  placed,  deposited,
         stored,  disposed of or located on any Leasehold or any other  property
         now or  previously  owned or  operated  by the Target  Corporation  any
         asbestos or lead paint,  (ii) each  Leasehold and its existing uses and
         activities  and  its  prior  uses  and  activities  and  the  uses  and
         activities of other property now or previously owned or operated by the
         Target  Corporation,  comply  and  have at all  times  complied  in all
         material respects with all Environmental Requirements,  and each of the
         Target  Corporation  has  obtained  and  complied  with all Permits and
         Licenses  necessary under applicable  Environmental  Requirements,  and
         (iii) neither the Target Corporation nor any prior owner or occupant of
         any Leasehold or any other property now or previously owned or operated
         by  the  Target  Corporation  or  has  received  any  notice  or  other
         communication   concerning  any  alleged   violation  of  Environmental
         Requirements,  whether  or not  corrected  to the  satisfaction  of the
         appropriate  Governmental  Entity, or any notice or other communication
         concerning   alleged   liability   for   violation   of   Environmental
         Requirements  in connection  with each  Leasehold or any other property
         now or  previously  owned or  operated by the Target  Corporation,  and
         there  exists no  Action or Court  Order  threatened,  relating  to the
         ownership,  use, maintenance of operation of any Leasehold or any other
         property now or previously owned or operated by the Target  Corporation
         or by any  Person,  arising  from  allege  violation  of  Environmental
         Requirements,  or from the  suspected  presence of Hazardous  Materials
         thereon or potential migration thereto, and there are no existing facts
         or  conditions   which  could  give  rise  to  any  such  violation  or
         liabilities; and

(c)      Neither any  Leasehold nor any of the Assets is (or with the passage of
         time  and/or  giving of notice  would be)  subject  to any  private  or
         governmental   Encumbrances   relating  to  Hazardous  Materials  or  a
         violation of an Environmental Requirement.

2.23     Political  Contributions  and Other Payments.  During the past five (5)
         years,  neither the Target Corporation,  Affiliated  Entities,  nor any
         other  Person  acting on behalf of the Target  Corporation,  Affiliated
         Entities,  has (i)  except for lawful  political  contributions  in the
         regular,  normal and ordinary  course of business  consistent with past
         custom or practice, made any payment to any official, employee or agent
         (domestic or foreign) of any Governmental  Entity to wrongfully  induce
         the recipient or the  recipient's  employer to do business with,  grant
         favorable treatment to, or compromise or forego any claim by or against
         the  Target  Corporation,  or (ii)  made  any  significant  payment  or
         conferred any significant benefit which, the Target Corporation, in the
         exercise of  reasonable  business  judgment,  considers  or  reasonably
         should consider to be improper.

2.24     Occupational  Safety and Health Act. The  Corporation  is in compliance
         with all requirements of the Occupational Safety and Health Act and the
         Americans With  Disabilities  Act,  pertaining to the Corporation,  the
         Assets and the Business.

2.25     Consents.  No Consent is required  to be  obtained,  satisfied  or made
         pursuant to any Regulation, Permit or License or Contract in connection
         with the execution,  delivery and  performance of this Agreement by the
         Target Corporation.

2.26     Disclosure.  No representation  or warranty by the Shareholders  and/or
         the Target Corporation in this Agreement,  nor any statement  contained
         in any certificate,  schedule,

                                       10
<PAGE>

         list or other writing  furnished or to be furnished by the Shareholders
         and/or the Target Corporation to Acquiring Corporation pursuant to this
         Agreement  (a)  contains  or shall  contain any untrue  statement  of a
         material  fact,  or (b) omits or shall  omit to state a  material  fact
         necessary in order to make the statements  contained  herein or therein
         not misleading.

2.27     Year 2000 Compliance.  All software  products and components  designed,
         manufactured,   produced  or  sold  by  or  on  behalf  of  the  Target
         Corporation  are  designed  to be used  prior  to,  during,  and  after
         calendar  year 2000 A.D. and will,  to the extent that other  software,
         hardware,  and other components  properly exchange date data with them,
         operate  during each such time period  without  error  relating to date
         data,  specifically including any error relating to, or the product of,
         date data which  represents or references  different  centuries or more
         than one century and will be otherwise Year 2000 Compliant.

2.28     Investor  Status.  Each  Shareholder is taking  ownership of the Parent
         Corporation  Stock for investment  purposes only and not with a view to
         distribute  same  within  the  meaning  of  the  Securities  Act.  Each
         Shareholder  has been provided with an  opportunity to ask questions of
         management  of  Acquiring   Corporation  as  each  Shareholder   deemed
         appropriate.

ARTICLE III - ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

In addition to the  representations  and warranties made by the  Shareholders in
Article II hereof, each Shareholder hereby individually represents and warrants,
to Acquiring Corporation as follows:

3.1      Title to the Shares.  The  Shareholder  is and as of the Effective Time
         will be the  sole  legal,  beneficial  and  record  owner of all of the
         issued and  outstanding  shares of capital stock of Target  Corporation
         issued in the name of such Shareholder.

3.2      Authority and Capacity. The Shareholder has full legal right, capacity,
         power and authority to execute and deliver this Agreement and all other
         documents,  instruments,  certificates and agreements executed or to be
         executed by the  Shareholder  pursuant  hereto,  and to consummate  the
         transactions contemplated hereby and thereby.

3.3      Absence of Violation.  The execution,  delivery and  performance by the
         Shareholder  of this  Agreement and all other  documents,  instruments,
         certificates   and   agreements   contemplated   hereby  to  which  the
         Shareholder is a party,  the fulfillment of and the compliance with the
         respective   terms  and   provisions   hereof  and  thereof,   and  the
         consummation of the transactions  contemplated  hereby and thereby,  do
         not and will not: (a) conflict  with,  or violate any provision of, any
         laws having applicability to the Shareholder,  or (b) conflict with, or
         result in any breach of, or constitute a default  under,  any agreement
         to which the Shareholder is a party.

3.4      Restrictions  and  Consents.  There  are no  agreements,  laws or other
         restrictions of any kind to which the Shareholder is a party or subject
         that would prevent or restrict the  execution,  delivery or performance
         of this Agreement by the Shareholder.

                                       11
<PAGE>

3.5      Binding Obligation. This Agreement has been duly executed and delivered
         by the Shareholder and, assuming the due  authorization,  execution and
         delivery by Acquiring Corporation and Target Corporation, constitutes a
         legal, valid and binding obligation of such Shareholder, enforceable in
         accordance with its terms, except as such enforceability may be limited
         by bankruptcy, insolvency, reorganization, moratorium and other similar
         laws of  general  applicability  relating  to or  affecting  creditors'
         rights  generally  and by the  application  of  general  principles  of
         equity.

3.6      No Registration  Under the Securities Act. The Shareholder  understands
         that the shares of Parent  Corporation Common Stock to be issued to the
         Shareholder  under  this  Agreement  have  not  been  and  will  not be
         registered   under  the   Securities  Act  of  1933,  as  amended  (the
         "Securities  Act"),  in  reliance  upon  exemptions  contained  in  the
         Securities Act or  interpretations  thereof,  and cannot be offered for
         sale,  sold or  otherwise  transferred  unless  such  shares  of Parent
         Corporation  Common Stock are so  registered  or qualify for  exemption
         from   registration   under  the   Securities   Act.  The   Shareholder
         acknowledges  and  agrees  that each  certificate  representing  Parent
         Corporation  Common Stock issued  pursuant to this  Agreement,  and any
         shares  issued or  issuable  in  respect  of any such  shares of Parent
         Corporation   Common  Stock  upon  any  stock  split,  stock  dividend,
         recapitalization, or similar event, shall be imprinted with a legend in
         substantially  the following  form (in addition to any legend  required
         under applicable state securities laws):

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  AND MAY NOT BE
TRANSFERRED OR SOLD OTHER THAN (I) PURSUANT TO AN EFFECTIVE  REGISTRATION  UNDER
THE SECURITIES ACT AND OTHER  APPLICABLE  STATE  SECURITIES LAWS OR AN AVAILABLE
EXEMPTION  FROM  SUCH  REGISTRATION,  AND (II)  UPON  RECEIPT  BY THE  ISSUER OF
EVIDENCE  SATISFACTORY  TO IT OF COMPLIANCE  WITH THE  SECURITIES  ACT AND OTHER
APPLICABLE  STATE  SECURITIES  LAWS.  THE ISSUER SHALL BE ENTITLED TO REQUIRE AN
OPINION OF COUNSEL  SATISFACTORY  TO IT WITH  RESPECT TO  COMPLIANCE  WITH THESE
REQUIREMENTS.

The certificates  evidencing the shares of Parent Corporation Common Stock to be
         issued to the  Shareholder  under  this  Agreement  shall also bear any
         legend  required by the  Commissioner  of  Corporations of the State of
         California  or such as are  required  pursuant  to any state,  local or
         foreign law governing such securities.

3.7      Acquisition for  Investment.  The shares of Parent  Corporation  Common
         Stock being issued to the  Shareholder  pursuant to this  Agreement are
         being  acquired  by the  Shareholder  in  good  faith  solely  for  the
         Shareholder's  own account,  for  investment and not with a view toward
         resale or other distribution  within the meaning of the Securities Act.
         The Shareholder  further represents that the Shareholder has no present
         contract,  undertaking,  agreement  or  arrangement  with any person to
         sell, transfer or grant participation to such person or to grant to any
         third  person with  respect to any share of Parent  Corporation  Common
         Stock.  The shares of Parent  Corporation  Common Stock being issued to
         the  Shareholder  pursuant  to this  Agreement  will not be offered for
         sale,

                                       12
<PAGE>

         sold  or  otherwise  transferred  by  the  Shareholder  without  either
         registration or exemption from registration under the Securities Act.

3.8      Evaluation of Merits and Risks of Investment.  The Shareholder has such
         knowledge and  experience  in financial  and business  matters that the
         Shareholder  is  capable  of  evaluating  the  merits  and risks of the
         Shareholder's  investment  in the shares of Parent  Corporation  Common
         Stock being acquired hereunder. The Shareholder further represents that
         the Shareholder:  (i) has received a copy of Parent  Corporation's Form
         8-k as  submitted  including  audit  to  the  Securities  and  Exchange
         Commission  (the  "Commission")  on the 18th of February 1999; (ii) has
         received all the  information  that the  Shareholder has requested from
         Acquiring  Corporation  and  Target  Corporation  that the  Shareholder
         considers  necessary or appropriate for deciding  whether to accept the
         Parent  Corporation  Common  Stock  being  issued  to  the  Shareholder
         pursuant to this Agreement;  (iii) has the ability to bear the economic
         risks of the Shareholder's  prospective  investment;  and (iv) is able,
         without materially impairing the Shareholder's  financial condition, to
         hold the Parent  Corporation  Common Stock for an indefinite  period of
         time and to suffer complete loss on the Shareholder's  investment.  The
         Shareholder  confirms that Acquiring  Corporation has made available to
         the Shareholder and its  representatives  and agents the opportunity to
         ask  questions of the officers  and  management  employees of Acquiring
         Corporation  about the  business and  financial  condition of Acquiring
         Corporation as the Shareholder has requested.

3.9      Forward Looking Information/Risk  Factors. The Shareholder acknowledges
         and agrees that any oral or written forward-looking  statements made by
         or on behalf of Acquiring  Corporation  in  connection  with the Merger
         were made in the  context  of and shall  have been  deemed to have been
         accompanied by the risk factors set forth in Corporation's  Form 8-k as
         submitted  including  audit to the Securities  and Exchange  Commission
         (the  "Commission")  on the  18th of  February  1999;  The  Shareholder
         acknowledges  that actual  results could differ  materially  from those
         projected in or implied by any forward-looking statement.

3.10     Transfer  Limitations.  The  Shareholder  further  agrees  that  unless
         transferred  in  compliance  with  Rule  144   promulgated   under  the
         Securities Act ("Rule 144") promulgated under the Securities Act, prior
         to any  proposed  transfer  of any of the shares of Parent  Corporation
         Common Stock, unless there is in effect a registration  statement under
         the  Securities  Act covering the proposed  transfer,  the  Shareholder
         shall give written notice to Parent  Corporation  of the  Shareholder's
         intention to effect such transfer.  Each such notice shall describe the
         manner and circumstances of the proposed transfer in sufficient detail,
         and shall, if Parent  Corporation so requests,  shall be accompanied by
         either (a) a written opinion of legal counsel who shall be satisfactory
         to Parent Corporation, addressed to Parent Corporation and satisfactory
         in form and substance to Parent  Corporation's  counsel,  to the effect
         that the proposed  transfer of Parent  Corporation  Common Stock may be
         effected  without  registration  under the Securities Act, or (b) a "No
         Action"  letter from the  Commission to the effect that the transfer of
         such   securities   without   registration   will  not   result   in  a
         recommendation by the staff of the Commission that action be taken with
         respect thereto, whereupon the holder of such Parent Corporation Common
         Stock shall be entitled to transfer  such shares of Parent

                                       13
<PAGE>

         Corporation  Common  Stock in  accordance  with the terms of the notice
         delivered  by  the  holder  to  Parent  Corporation.  Each  certificate
         evidencing the shares of Parent Corporation Common Stock transferred as
         above provided shall bear the appropriate  restrictive legend set forth
         in Section 3.6 above,  except that such certificate shall not bear such
         restrictive  legend if in the opinion of counsel for Parent Corporation
         such legend is not required in order to establish  compliance  with any
         provisions of the Securities Act.

3.11     Rule 144  Limitations.  The Shareholder is familiar with the provisions
         of Rule 144,  which in substance  permits the limited  public resale of
         "restricted  securities"  acquired,  directly  or  indirectly  from the
         issuer  thereof (or from an  affiliate  of such issuer) in a non-public
         offering  subject  to  the  satisfaction  of  certain  conditions.  The
         Shareholder further understands that in the event all of the applicable
         requirements of Rule 144 are not satisfied, registration under the 1933
         Act or compliance  with a registration  exemption  would be required to
         sell the shares of Parent Corporation Common Stock received from Parent
         Corporation hereunder.  With a view to making available the benefits of
         certain rules and regulations of the  Commission,  which may permit the
         sale  to the  public  without  registration  of the  shares  of  Parent
         Corporation  Common Stock being issued to the  Shareholder  pursuant to
         this Agreement,  Parent  Corporation  agrees, for a period of two years
         following the Closing Date, to use reasonably diligent efforts to:

(a)      make  and  keep  public  information  available,  as  those  terms  are
         understood  and defined in Rule 144,  at all times after the  effective
         date  that  Acquiring  Corporation  becomes  subject  to the  reporting
         requirements  of the  Securities  Exchange Act of 1934, as amended (the
         "Exchange Act");

(b)      file with the  Commission  in a timely  manner  all  reports  and other
         documents  required of Acquiring  Corporation  under the Securities Act
         and the Exchange Act; and

(c)      so  long  as  any  of  the  Shareholders  owns  any  shares  of  Parent
         Corporation  Common Stock being issued pursuant to this  Agreement,  to
         furnish to the Shareholder  forthwith upon request a written  statement
         by  Acquiring  Corporation  as to its  compliance  with  the  reporting
         requirements of Rule 144, a copy of the most recent annual or quarterly
         report of Acquiring Corporation and such other reports and documents of
         Acquiring  Corporation  and other  information  in the possession of or
         reasonably  obtainable by Acquiring  Corporation as the Shareholder may
         reasonably  request in availing itself of any rule or regulation of the
         Commission  allowing the  Shareholder to sell any such shares of Parent
         Corporation Common Stock without registration.

(d)      that the  Technology  is fit for the purposes for which it was intended
         as set out in Schedule "D-2" and the Principal  Shareholders  agree and
         acknowledge  that the Parent and Acquiring  Corporations are relying on
         the  representations  and  warranties  as to the  effectiveness  of the
         Technology as set forth in Schedule "D-2" hereof for the  determination
         of the purchase  price of the Target  Corporation  and matters  related
         thereto.

(e)      The  target  Corporation  has only  operated  under one name and is not
         known by any other.

                                       14
<PAGE>

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUIRING CORPORATION

Parent and Acquiring  Corporations  represents and warrant to Target Corporation
and the Shareholders as follows:

4.1      Organization and Qualification.  Acquiring Corporation is a corporation
         duly organized, validly existing and in good standing under the laws of
         the State of California. Acquiring Corporation have the requisite power
         and authority to own, lease and operate its assets and  properties,  to
         carry on its business as now being  conducted  and to perform the terms
         of this Agreement and the transactions  contemplated hereby.  Acquiring
         Corporation is duly  qualified to conduct its business,  and is in good
         standing,  in each  jurisdiction  where the ownership or leasing of its
         properties  or the  nature of its  activities  in  connection  with the
         conduct of its business makes such qualification necessary.

4.2      Authority.  The execution  and delivery of this  Agreement by Acquiring
         and Parent  Corporation  and the  consummation  by Acquiring and Parent
         Corporation of the transactions  contemplated hereby have been duly and
         validly  authorized  by all  necessary  corporate  action  and no other
         corporate  proceedings on the part of Acquiring and Parent  Corporation
         are  necessary  to  authorize  this  Agreement  or  to  consummate  the
         transactions contemplated hereby. This Agreement has been duly executed
         and delivered by Acquiring and Parent Corporation and, assuming the due
         authorization,  execution  and delivery by Target  Corporation  and the
         Shareholders,  constitutes  a legal,  valid and binding  obligation  of
         Acquiring and Parent  Corporation,  enforceable in accordance  with its
         terms,  except as such  enforceability  may be limited  by  bankruptcy,
         insolvency,  reorganization,  moratorium  and  other  similar  laws  of
         general  applicability  relating  to  or  affecting  creditors'  rights
         generally and by the application of general principles of equity.

4.3      No Conflict; Required Filings and Consents.

(a)      The execution and delivery of this  Agreement by Acquiring  Corporation
         do  not,  and  the  performance  by  Acquiring   Corporation  of  their
         obligations under this Agreement will not, (i) conflict with or violate
         the certificate of  incorporation  or bylaws of Acquiring  Corporation,
         (ii)  conflict  with  or  violate  any  law   applicable  to  Acquiring
         Corporation  or their  assets and  properties,  or (iii)  result in any
         breach of or  constitute  a default  under  any note,  bond,  mortgage,
         indenture,  contract,  agreement,  lease, license, permit, franchise or
         other  instrument  or obligation to which  Acquiring  Corporation  is a
         party or by which  Acquiring  Corporation is bound,  or by which any of
         their properties or assets is subject

(b)      The execution and delivery of this  Agreement by Acquiring  Corporation
         does  not,  and  the   performance   of  this  Agreement  by  Acquiring
         Corporation will not, require any consent,  approval,  authorization or
         permit of, or filing with or notification to, any government entity.

4.4      Brokers  and  Finders.  Acquiring  Corporation  has  not  retained  any
         investment banker, broker or finder in connection with the transactions
         contemplated by this Agreement.

                                       15
<PAGE>

4.5      Issuance of Parent  Corporation Common Stock. The shares and options of
         Parent   Corporation   Common  Stock  issued  to  the  Shareholders  in
         connection  with this  Agreement,  when issued,  sold and  delivered in
         accordance with the terms and for the  consideration  expressed in this
         Agreement,  shall  be  duly  and  validly  issued  (including,  without
         limitation,  issued in  compliance  with  applicable  federal and state
         securities laws), fully paid and non-assessable.

ARTICLE V - CONDUCT PRIOR TO THE EFFECTIVE TIME

5.1      Affirmative  Covenants  of  Target  Corporation  and the  Shareholders.
         Target Corporation and the Shareholders hereby covenant and agree that,
         prior to the Effective Time, unless otherwise expressly contemplated by
         this  Agreement or  consented  to in writing by Acquiring  Corporation,
         Target  Corporation  shall (i)  operate  its  business in the usual and
         ordinary  course  consistent with past practices and in accordance with
         applicable  laws;  (ii)  preserve  intact  its  business  organization,
         maintain its rights and franchises,  use its best efforts to retain the
         services  of  its   officers  and  key   employees   and  maintain  its
         relationship with its suppliers, contractors,  distributors,  customers
         and others having  business  relationships  with it; (iii) maintain and
         keep its  properties  and assets in as good repair and  condition as at
         present,  ordinary wear and tear excepted;  and (iv) keep in full force
         and effect insurance comparable in amount and scope of coverage to that
         currently   maintained.   Target   Corporation  shall  promptly  notify
         Acquiring  Corporation  of any event or  occurrence or emergency not in
         the ordinary course of business of Target Corporation, and any material
         event involving Target Corporation.

5.2      Negative Covenants of Target  Corporation and the Shareholders.  Except
         as expressly  contemplated by this Agreement or otherwise  consented to
         in writing by  Acquiring  Corporation,  from the date hereof  until the
         Effective  Time,  Target  Corporation  shall not, and the  Shareholders
         shall cause Target Corporation not to, do any of the following:

(a)      enter into any commitment or transaction  not in the ordinary course of
         business or any commitment;

(b)      enter into any  agreement or issue any purchase  order,  in either case
         involving   payment  by  Target   Corporation   of  more  than  $10,000
         individually or $25,000 in the aggregate;

(c)      enter into any  arrangement  with any person or entity to: (i) transfer
         to such  person or entity or any other  person or entity  any rights to
         the  intellectual  property  of Target  Corporation;  (ii)  acquire any
         rights to the  intellectual  property  of such  person or entity or any
         other  person  or  entity;  or  (iii)  modify  in  any  way  any of the
         intellectual property of Target Corporation;

(d)      enter into or amend any agreements pursuant to which any other party is
         granted marketing,  distribution or similar rights of any type or scope
         with respect to any products of Target Corporation;

(e)      amend or otherwise modify (or agree to do so), or violate the terms of,
         any of the agreements set forth or described in the Disclosure Letter;

                                       16

<PAGE>

(f)      commence any litigation;

(g)      grant  any loans to others or  purchase  debt  securities  of others or
         amend  the  terms of any  outstanding  loan  agreement,  except  in the
         ordinary course of business and consistent with past practices;

(h)      grant any severance or  termination  pay (i) to any director or officer
         or (ii) to any other employee except payments made pursuant to standard
         written agreements outstanding on the date hereof;

(i)      adopt or amend any employee  benefit plan, or enter into any employment
         contract, pay or agree to pay any special bonus or special remuneration
         to any director or employee,  or increase the salaries or wage rates of
         its  employees,   except  in  connection  with  annual  pay  adjustment
         consistent  with past practices  which  increases in the aggregate have
         been  approved by  Acquiring  Corporation  in writing and which for the
         Shareholders have been approved by Acquiring Corporation in writing;

(j)      revalue any of its assets,  including without  limitation  writing down
         the value of  inventory  or writing  off notes or  accounts  receivable
         other than in the ordinary course of business;

(k)      enter into any strategic  alliance or joint  marketing  arrangement  or
         agreement, or any agreement to perform services (including research and
         development services);

(l)      (i) increase the compensation payable to or to become payable to any of
         its directors,  officers or employees,  except for increases in salary,
         wages or bonuses payable or to become payable in the ordinary course of
         business and consistent with past practice; (ii) grant any severance or
         termination pay to, or enter into or modify any employment or severance
         agreement with, any of its directors,  officers or employees;  or (iii)
         adopt or amend any employee benefit plan or arrangement,  except as may
         be required by applicable law;

(m)      declare,  set  aside  or  pay  any  dividend  on,  or  make  any  other
         distribution in respect of, any of its capital stock;

(n)      (i) redeem,  repurchase or otherwise reacquire any share of its capital
         stock or any securities or obligations convertible into or exchangeable
         for any  share  of its  capital  stock,  or any  options,  warrants  or
         conversion  or other rights to acquire any shares of its capital  stock
         or any such securities or obligations;  (ii) effect any  reorganization
         or  recapitalization;  or (iii) split, combine or reclassify any of its
         capital  stock or issue or  authorize  or propose  the  issuance of any
         other  securities  in respect of, in lieu of, or in  substitution  for,
         shares of its capital stock;

(o)      (i) issue,  deliver,  award, grant or sell, or authorize or propose the
         issuance,  delivery,  award,  grant or sale (including the grant of any
         encumbrances)  of,  any  shares  of  any  class  of its  capital  stock
         (including  shares held in treasury) or other  equity  securities,  any
         securities or obligations  directly or indirectly  convertible  into or
         exercisable  or  exchangeable  for  any  such  shares,  or any  rights,
         warrants or options to acquire,  any such shares or  securities  or any
         rights,  warrants or options directly or indirectly to acquire any

                                       17

<PAGE>

         such shares or securities;  or (ii) amend or otherwise modify the terms
         of any such securities,  obligations,  rights, warrants or options in a
         manner inconsistent with the provisions of this Agreement or the effect
         of which  shall be to make such terms  more  favorable  to the  holders
         thereof;

(p)      acquire  or agree to  acquire,  by merging or  consolidating  with,  by
         purchasing  an equity  interest in or a portion of the assets of, or by
         any  other  manner,  any  business  or  any  corporation,  partnership,
         association  or other business  organization  or division  thereof,  or
         otherwise  acquire or agree to acquire  any assets of any other  person
         (other  than the  purchase  of  inventory  in the  ordinary  course  of
         business and consistent with past practice),  or make or commit to make
         any  capital  expenditures  other  than  capital  expenditures  in  the
         ordinary  course  of  business  consistent  with past  practice  and in
         amounts which are set forth and described in Target  Corporation's 1998
         capital budget,  a true and complete copy of which has been provided to
         Acquiring Corporation;

(q)      sell, lease, exchange,  mortgage, pledge, transfer or otherwise dispose
         of, or agree to sell, lease, exchange,  mortgage,  pledge,  transfer or
         otherwise  dispose  of, any of its assets  except for  dispositions  of
         inventory in the ordinary  course of business and consistent  with past
         practice;

(r)      propose or adopt any  amendment  to its  Articles of  Incorporation  or
         Bylaws;

(s)      (i) change any of its  methods  of  accounting  in effect at January 1,
         1997, or (ii) make or rescind any express or deemed  election  relating
         to taxes,  settle or compromise any claim,  action,  suit,  litigation,
         proceeding,  arbitration,  investigation, audit or controversy relating
         to  taxes,  or  change  any of  its  methods  of  reporting  income  or
         deductions  for federal  income tax purposes from those employed in the
         preparation  of the federal  income tax  returns  for the taxable  year
         ending December 31, 1997,  except,  in the case of clause (i) or clause
         (ii),  as may be  required  by law  or  generally  accepted  accounting
         principles, consistently applied;

(t)      prepay,  before the scheduled  maturity  thereof,  any of its long-term
         debt,  or incur any  obligation  for  borrowed  money,  whether  or not
         evidenced by a note, bond, debenture or similar instrument,  other than
         trade payables  incurred in the ordinary course of business  consistent
         with past practices;

(u)      enter into or modify in any material respect any agreement which, if in
         effect as of the date hereof,  would have been required to be disclosed
         in the Disclosure Letter;

(v)      take any action that would or could reasonably be expected to result in
         any of its  representations  and warranties set forth in this Agreement
         being  untrue or in any of the  conditions  to the  Merger set forth in
         Article VIII not being satisfied; or

(w)      agree in writing or otherwise to do any of the foregoing.

                                       18
<PAGE>

ARTICLE VI - ADDITIONAL AGREEMENTS

6.1      Sale of  Shares.  The  parties  hereto  acknowledge  and agree that the
         shares of Parent  Corporation Common Stock issuable in the Merger shall
         constitute "restricted securities" within the meaning of the Securities
         Act. The certificates for the shares of Parent Corporation Common Stock
         to be issued in the Merger shall bear  appropriate  legends to identify
         such privately  placed shares as being  restricted under the Securities
         Act,  to  comply  with  applicable   state   securities  laws  and,  if
         applicable, to notice the restrictions on transfer of such shares.

6.2      Consents and Approvals; Filings and Notices. Target Corporation and the
         Shareholders  shall use  reasonable  efforts to as promptly as possible
         make all filings  with,  provide all notices to and obtain all consents
         and  approvals  from third  parties  required  to be obtained by Target
         Corporation in connection with the transactions contemplated hereunder,
         including,  without  limitation,  all  filings  with,  notices  to  and
         consents and approvals from government entities and other persons.

6.3      Access and  Information.  From the date hereof to the  Effective  Time,
         Target  Corporation  shall  afford  to  Acquiring  Corporation  and its
         officers,   employees,   accountants,   consultants,   legal   counsel,
         representatives  of current and  prospective  sources of financing  and
         other representatives of Acquiring Corporation full and complete access
         during  normal  business  hours  to  the  properties,  books,  records,
         documents,  instruments,  reports, contracts, facilities, premises, and
         equipment relating to Target  Corporation and its properties,  save and
         except the Technology, and to the employees of Target Corporation,  and
         an  opportunity  to review  and copy such  books,  records,  documents,
         instruments,  reports,  contracts  and  other  materials  as  Acquiring
         Corporation may request.

6.4      Confidentiality.  Each party shall hold in confidence all documents and
         information  concerning  the  other  and its  business  and  properties
         (except that either party may disclose such  documents and  information
         to any government entity reviewing the transactions contemplated hereby
         or as  required  in  either  party's  judgment  pursuant  to any  legal
         requirement or in furtherance of the transactions contemplated herein),
         and if the transaction  contemplated  hereby should not be consummated,
         such  confidence  shall  be  maintained,  and all  such  documents  and
         information  (in whatever  form) and copies  thereof shall  immediately
         thereafter be destroyed, or returned to the party originally furnishing
         same.

6.5      Expenses.  Whether  or not the  Merger  is  consummated,  all  fees and
         expenses  incurred in  connection  with the Merger  including,  without
         limitation, all legal, accounting,  financial advisory,  consulting and
         all other fees and expenses of third parties  ("Third Party  Expenses")
         incurred by a party in connection with the negotiation and effectuation
         of the terms and  conditions  of this  Agreement  and the  transactions
         contemplated  hereby,  shall be the obligation of the respective  party
         incurring such fees and expenses.

6.6      Further Action;  Reasonable Best Efforts. Each of the parties shall use
         reasonable best efforts to take, or cause to be taken,  all appropriate
         action,  and do, or cause to be done, all things  necessary,  proper or
         advisable  under  applicable  laws or otherwise to consummate

                                       19
<PAGE>

         and make effective the  transactions  contemplated by this Agreement as
         promptly  as  practicable,  including,  without  limitation,  using its
         reasonable  best  efforts to obtain all  licenses,  permits,  consents,
         approvals,  authorizations,  qualifications  and  orders of  government
         entities and parties to contracts with Target Corporation and Acquiring
         Corporation as are necessary for the transactions contemplated herein.

6.7      Public  Announcements.  No announcement  with respect to this agreement
         will be made by any party  hereto  without  the prior  approval  of the
         other parties.  The foregoing will not apply to any announcement by any
         party  required  in order to  comply  with  laws  pertaining  to timely
         disclosure,  provided  that such party  consults with the other parties
         before making any such announcement.

6.8      Solicitation.  During  the  term  of  this  Agreement,  neither  Target
         Corporation,  any  Shareholder  nor any of its affiliates or any person
         acting on behalf  of such  party  shall  (a)  directly  or  indirectly,
         through a  representative  or  otherwise,  solicit or entertain  offers
         from, or negotiate with or in any manner encourage,  discuss, accept or
         consider  any  proposal of any other  person  relating to any  proposed
         merger,  consolidation,  sale or acquisition of Target Corporation, the
         assets or any capital stock of Target  Corporation,  whether  directly,
         indirectly, through merger, purchase, consolidation or otherwise or (b)
         furnish or cause to be furnished any nonpublic  information  concerning
         Target Corporation to any person.  Target Corporation shall immediately
         notify  Acquiring  Corporation  regarding  any contact  between  Target
         Corporation  or its  representatives  and any  other  person  or entity
         regarding  any such offer or proposal or any related  inquiry and shall
         state the name of such other  person or entity and the  material  terms
         and conditions of any such offer, including the offering price.

6.9      Notification of Certain Matters.  Target  Corporation shall give prompt
         notice to Acquiring  Corporation,  and Acquiring Corporation shall give
         prompt  notice  to  Target  Corporation,   of  (i)  the  occurrence  or
         non-occurrence  of any event, the occurrence or non-occurrence of which
         is likely to cause any representation or warranty of Target Corporation
         or the Shareholders and Acquiring Corporation,  respectively, contained
         in this  Agreement  to be  untrue  or  inaccurate  at or  prior  to the
         Effective Time and (ii) any failure of Target  Corporation or Acquiring
         Corporation,  as the  case  may  be,  to  comply  with or  satisfy  any
         covenant, condition or agreement to be complied with or satisfied by it
         hereunder;  provided, however, that the delivery of any notice pursuant
         to this  Section 6.9 shall not limit or  otherwise  affect any remedies
         available to the party receiving such notice.

6.10     Blue Sky Laws.  Parent  Corporation  shall  take  such  steps as may be
         necessary  to  comply  with  the  securities  and  blue sky laws of all
         jurisdictions  which  are  applicable  to the  issuance  of the  Parent
         Corporation Common Stock pursuant hereto.  Target Corporation shall use
         its best efforts to assist  Parent  Corporation  as may be necessary to
         comply with the securities and blue sky laws of all jurisdictions which
         are  applicable in connection  with the issuance of Parent  Corporation
         Common Stock pursuant hereto.

6.11     Shareholder Approval. As promptly as practicable after the execution of
         this Agreement,  Target Corporation shall submit this Agreement and the
         transactions  contemplated  hereby

                                       20
<PAGE>

         to its  shareholders  for  approval  and  adoption  as  provided by the
         California GCL and Target  Corporation's  Articles of Incorporation and
         Bylaws.  Each of the Shareholders agrees to vote in favor of the Merger
         and to use  reasonable  best  efforts to enable the Closing to occur as
         promptly   as   practicable.   The   materials   submitted   to  Target
         Corporation's  shareholders  shall be subject to review and approval by
         Acquiring   Corporation  and  include   information   regarding  Target
         Corporation,  the  terms  of the  Merger  and  this  Agreement  and the
         unanimous   recommendation   of  the  Board  of   Directors  of  Target
         Corporation  in  favor of the  Merger  and  this  Agreement.  Acquiring
         Corporation  shall  cooperate  with  Target  Corporation  to the extent
         reasonably necessary to accomplish the foregoing, and shall provide all
         information  regarding Acquiring  Corporation or the Merger required by
         Target Corporation in connection therewith.

6.12     Filing with  California  Secretary of State.  Each of the parties shall
         use  reasonable  best  efforts to take,  or to cause to be taken,  such
         actions as may be necessary to  facilitate  the filing,  as promptly as
         practicable after the Closing Date, of the Merger  Certificate with the
         Secretary of State of the State of California  in  accordance  with the
         relevant  provisions of the California GCL. Such actions shall include,
         but shall not be limited to, actions required to obtain a Tax Clearance
         Certificate from the Franchise Tax Board of the State of California.

6.13     Tax Returns.  Acquiring Corporation shall prepare all federal and state
         income  tax  returns  of  Target  Corporation  to be  filed  by  Target
         Corporation  for taxable  periods  ending on or prior to the  Effective
         Time and the  shareholders of Target  Corporation have paid or will pay
         all income and withholding  taxes  attributable to them with respect to
         the  income of  Target  Corporation  for such  periods,  including  any
         withholding associated with the receipt of shares of Target Corporation
         Common  Stock prior to the Merger.  Each of the  parties  hereto  shall
         report the Merger as a tax-free  reorganization under the provisions of
         Sections  368(a)(1)(A)  368(a)(2)(C)  of the  Code and  shall  make all
         requisite  filings  associated   therewith,   including  the  statement
         required  under  Treasury   Regulations  Section  1.368-3.   After  the
         Effective  Time,  Acquiring  Corporation,  on the  one  hand,  and  the
         Shareholders,  on the other hand,  will make available to the other, as
         reasonably requested, all information, records or documents relating to
         the liability for taxes of Target Corporation for all periods ending on
         or prior to the  Effective  Time and will  preserve  such  information,
         records or documents until the expiration of any applicable  statute of
         limitations or extensions thereof.

ARTICLE VII - CONDITIONS PRECEDENT TO ACQUIRING CORPORATION'S OBLIGATIONS ON THE
              CLOSING DATE

Each and every  obligation of Acquiring  Corporation to be performed on or after
the Closing Date shall be subject to the satisfaction,  prior to or concurrently
with the performance of such obligation, of the following conditions precedent:

7.1      Representations and Warranties. The representations and warranties made
         by the  Shareholder  and the  Target  Corporation  in Article V hereof,
         shall each be true, correct and accurate,  in all material respects on,
         as of, and with respect to, the Closing Date, with

                                       21
<PAGE>

         the same  force and  effect as though  they had been made or given
         on, as of, and with respect to the Closing Date.

7.2      No Changes.  From the date of execution  hereof until the Closing Date,
         the  Business  shall  have  been  conducted  in  accordance   with  the
         requirements of Article VIII hereof,  the Target Corporation shall not,
         subsequent  to the date hereof,  have  suffered  any  material  loss or
         damage to its financial condition, business, properties or assets.

7.3      Compliance with Obligations. The Shareholder and the Target Corporation
         shall  have  performed  and  complied  with  all  of  their  respective
         obligations  under this Agreement which are to be performed or complied
         with by them prior to or on the Closing Date, as the case may be.

7.4      Consents.

(a)      The  Shareholder  shall have  obtained  all  necessary  Consents to the
         transactions  contemplated  by  this  Agreement  pursuant  to  (i)  all
         applicable  Regulations  or (ii) the terms of any Contract to which the
         Target Corporation is a party or by which it is bound.

(b)      To the extent that  consummation of the transactions  specified in this
         Agreement might  constitute a breach or violate any Contract absent the
         Consent of another Person which has not been obtained,  the Shareholder
         shall use her best good  faith  efforts  to  obtain  any such  required
         Consent as promptly as possible after the Closing.  If any such Consent
         shall not be obtained the Shareholder,  to the maximum extent permitted
         by  law  and  the  instrument  or  document,  shall  act  as  Acquiring
         Corporation's  agent in order to obtain for it the benefits  thereunder
         and shall  cooperate,  to the maximum  extent  permitted by law and the
         instrument  or  document,  with  Acquiring  Corporation  in  any  other
         reasonable arrangement designed to provide such benefits exclusively to
         Acquiring Corporation.

7.5      Title;   Lien  Search  Report  and   Release(s)  of  Liens.   Acquiring
         Corporation shall have received a lien search report, dated on or about
         the  Closing  Date,  issued by a  reputable  third  party  search  firm
         selected by the  Shareholder  and acceptable to Acquiring  Corporation,
         reflecting that no Encumbrances  other than Permitted  Encumbrances are
         outstanding as against the Target Corporation, the Stock, the Assets or
         the  Business,   and  Acquiring  Corporation  shall  have  additionally
         received,  in the form suitable for recording,  any and all instruments
         necessary  or  required  in order to remove of record any  Encumbrances
         other than Permitted  Encumbrances affecting any of the Assets in favor
         of any party,  and the  Shareholder  shall have arranged for the filing
         thereof,  including  payment of any  applicable  fees or other charges,
         with the proper local and state authorities in each jurisdiction  where
         any of the  Assets is  located  in a manner  sufficient  to remove  and
         release all such liens, encumbrances and/or security interests.

7.6      Good Standing/Subsistence Certificate. Acquiring Corporation shall have
         received  a  good  standing/subsistence   certificate  for  the  Target
         Corporation dated not more than ten (10) days prior to the Closing Date
         issued by the Secretary of State of the State of California.

                                       22
<PAGE>

7.7      Satisfactory   Investigation.    Acquiring   Corporation   shall   have
         satisfactorily completed its investigation of the business,  assets and
         financial  condition of the Target  Corporation in connection  with the
         transactions  contemplated  hereby and shall have been  satisfied  with
         such result.  Acquiring Corporation shall have satisfactorily completed
         its investigation of any event or condition arising or discovered after
         the date of this Agreement which could reasonably be expected to result
         in a failure of any of Acquiring Corporation's  conditions hereunder to
         be fulfilled.

7.8      Resignations  of Directors and Officers.  Acquiring  Corporation  shall
         have received  resignations duly executed by all directors and officers
         of the Target Corporation which shall be dated the Closing Date.

7.9      Transfer Documents.  Acquiring Corporation shall have received good and
         sufficient  instruments  and documents of  conveyance  and transfer all
         dated the Closing Date, in form and substance  reasonably  satisfactory
         to Acquiring  Corporation  and its counsel,  as shall be necessary  and
         effective  to convey,  transfer  and  assign to, and vest in  Acquiring
         Corporation all of the Shareholder's  right,  title and interest in and
         to the Stock,  consisting of good, valid and marketable title, free and
         clear of all Encumbrances.

7.10     Agreements,  Etc.  Acquiring  Corporation shall have taken and received
         possession of all of the agreements,  contracts,  commitments,  leases,
         plans, bids, quotations,  proposals, licenses, permits, authorizations,
         instruments,  books of account,  computer  programs  and  software  and
         licenses  thereto,  all  machine  readable  data files  relating to the
         Business as of the  Effective  Time and hard copies  relating  thereto,
         manuals and  guidebooks,  customer and supplier  lists,  sales records,
         files,  correspondence  and other documents,  books,  records,  papers,
         files and data  belonging to the Target  Corporation  which are part of
         the  Assets or relate to the  Business;  and  simultaneously  with such
         delivery,  all such steps will be taken as may be  required  to put the
         Acquiring Corporation in actual possession and operating control of the
         Assets.

7.11     Other Documents,  Etc.  Acquiring  Corporation  shall have received all
         other documents,  instruments and other things required to be delivered
         pursuant to this Agreement  including,  without limitation,  all of the
         items required by Article VII hereof.

7.12     Results of Due Diligence and Legal Analysis.  The Acquiring Corporation
         shall have conducted its legal and accounting analysis of issues deemed
         relevant by the Acquiring Corporation and the Acquiring Corporation has
         been  satisfied  with the results and  information  obtained  from such
         legal and accounting analysis.

7.13     Other  Conditions.  If any of the  conditions  precedent  to  Acquiring
         Corporation's  obligations  hereunder  shall not be satisfied as of the
         Closing  Date,  Acquiring  Corporation  may,  in  addition to its other
         rights and remedies,  (i) terminate this Agreement,  or (ii) waive such
         default  and  proceed  with  performance  of this  Agreement.  Any such
         termination   or  waiver  shall  be  without   prejudice  to  Acquiring
         Corporation's other rights and remedies arising from the default.

                                       23
<PAGE>

7.14     No  Injunctions  or Restraints;  Illegality.  No temporary  restraining
         order, preliminary or permanent injunction or other order issued by any
         court of competent jurisdiction or other legal restraint or prohibition
         preventing the consummation of the Merger shall be in effect, nor shall
         any  proceeding  brought by an  administrative  agency or commission or
         other governmental  authority or instrumentality,  domestic or foreign,
         seeking any of the foregoing be pending;  nor shall there be any action
         taken,  or any statute,  rule,  regulation or order  enacted,  entered,
         enforced  or  deemed   applicable  to  the  Merger,   which  makes  the
         consummation of the Merger illegal.

7.15     Legal Opinions.  Acquiring  Corporation  shall have received an opinion
         from Kim Mistretta, counsel to Target Corporation and the Shareholders,
         in form reasonably  satisfactory to Acquiring Corporation to the effect
         set forth in Schedule  "7.15" as to the ownership of the  Technology in
         Target  Corporation  and all other  matters  relating to the  corporate
         status of the Target Corporation.

ARTICLE VIIA - CONDITIONS PRECEDENT TO TARGET CORPORATION'S OBLIGATIONS ON THE
               CLOSING DATE

7A.1     Target Corporation and Shareholders shall have received an opinion from
         Groom  and  Cave,   counsel  to  Parent   Corporation   and   Acquiring
         Corporation,  in form reasonably satisfactory to Target Corporation and
         Shareholders in form as set forth on Schedule 7A.1, as follows:

(a)      Neither  the  execution   and  delivery  of  this   Agreement  nor  the
         consummation of the transactions, nor issuance of the stock or options,
         contemplated  hereby will (i) violate any  provision  of the  Articles,
         Bylaws, or other internal corporate  documents or resolutions of Parent
         or  Acquiring  Corporation  (ii)  violate,  or be in  conflict  with or
         constitute a default under, any agreement or commitment to which Parent
         or  Acquiring  Corporation  is a party or by which  Parent or Acquiring
         Corporation  is  bound,  or (iii)  violate  any  statute  or law or any
         judgment,   decree,   order,   regulation  or  rule  of  any  court  or
         governmental authority,  including,  without limitation, the SEC or any
         security exchange.

(b)      Except  for the  consents  set  forth in  Section  4.5  herein,  (i) no
         consent,  approval  or  authorization  of,  or  declaration,  filing or
         registration with, any governmental or regulatory authority and (ii) no
         consent of any other person,  including,  without limitation,  consents
         from shareholders, parties to loans, contracts, or other agreements, is
         required in connection with the execution,  delivery and performance of
         this  Agreement,  or the  issuance  of the shares or options for shares
         contemplated hereby.

ARTICLE VIII - TERMINATION, AMENDMENT AND WAIVER

8.1      Termination.  Except as provided in Section 8.2 below,  this  Agreement
         may be  terminated  and the Merger  abandoned  at any time prior to the
         Effective Time:

(a)      by  mutual  written   consent  of  Acquiring   Corporation  and  Target
         Corporation;

(b)      by either party if that party is not then in breach of its  obligations
         under this  Agreement and if other either party shall have breached any
         of their representations, warranties,

                                       24
<PAGE>

         covenants  or  agreements  contained  in this  Agreement,  or any  such
         representation  or warranty shall have become untrue,  in any such case
         such that the conditions precedent to the obligation of either party to
         close,  will not be  satisfied  and such  breach has not been  promptly
         cured  within ten (10) days  following  receipt  by the other  party of
         written notice of such breach;

(c)      by  either  Acquiring  Corporation  or  Target  Corporation  if (i) any
         decree,  permanent injunction,  judgment,  order or other action by any
         court of competent  jurisdiction or any government entity preventing or
         prohibiting  consummation  of the Merger  shall have  become  final and
         nonappealable;  or (ii) there shall be any statute, rule, regulation or
         order enacted, promulgated or issued or deemed applicable to the Merger
         by any  government  entity that would make  consummation  of the Merger
         illegal;

(d)      by Acquiring  Corporation  if there shall be any action  taken,  or any
         statute,  rule,  regulation or order enacted,  promulgated or issued or
         deemed applicable to the Merger by any government entity,  which would:
         (i)  prohibit  Acquiring  Corporation's  ownership  or operation of any
         portion of the business of Target  Corporation or (ii) compel Acquiring
         Corporation or Target Corporation to dispose of or hold separate all or
         a portion of the business or assets of Target  Corporation or Acquiring
         Corporation as a result of the Merger;

(e)      by either party if the  Effective  Time has not occurred on or prior to
         March 15,  1999  (unless  such date  shall be  extended  by the  mutual
         written consent of the parties); or

(f)      by Acquiring  Corporation if an event having a Material  Adverse Effect
         on  Target  Corporation  shall  have  occurred  after  the date of this
         Agreement.

Where action is taken to terminate this Agreement  pursuant to this Section 8.1,
it  shall be  sufficient  for  such  action  to be  authorized  by the  Board of
Directors (as applicable) of the party taking such action.

8.2      Effect of  Termination.  If this  Agreement is  terminated  pursuant to
         Section 8.1, this Agreement shall forthwith become void and there shall
         be no liability or obligation  on the part of any party hereto,  except
         that the Target  Corporation  shall be required to forthwith  repay any
         and all monies  advanced  pursuant to the loan agreement  together with
         interest accrued thereon as hereinafter set forth.

8.3      Amendment. This Agreement may not be amended except by an instrument in
         writing signed by the parties hereto.

8.4      Waiver.  At any time prior to the Effective  Time,  the parties may (a)
         extend the time for the  performance of any of the obligations or other
         acts  of  the  other  party,   (b)  waive  any   inaccuracies   in  the
         representations  and  warranties  contained in this Agreement or in any
         document  delivered pursuant to this Agreement and (c) waive compliance
         by the other party with any of the  agreements or conditions  contained
         in this Agreement.  Any such extension or waiver shall be valid only if
         set forth in an instrument in writing signed on behalf of such party.

                                       25
<PAGE>

ARTICLE IX - SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION; REMEDIES

9.1      Survival  of  Representations.  All of  Target  Corporation's  and  the
         Shareholders'  representations  and warranties  made herein or pursuant
         hereto shall be deemed made on and as of the  Effective  Time as though
         such  representations  and warranties were made on and as of such date,
         and all such representations and warranties shall survive the Effective
         Time and any investigation,  audit or inspection at any time made by or
         on  behalf  of any party  hereto,  as  follows:  (a)  unless  otherwise
         specified  below,  representations  and warranties  shall survive for a
         period of three years after the Effective Time; (b) representations and
         warranties  with respect to taxes shall survive until the expiration of
         the  applicable  statute  of  limitations;   and  (c)  representations,
         warranties  and covenants for matters  relating to title to the capital
         stock of Target  Corporation shall continue in full force and effect in
         perpetuity.  Notwithstanding  anything  herein  to  the  contrary,  any
         representation  or  warranty  which is the  subject of a claim which is
         asserted  in  writing  reasonably  and  in  good  faith  prior  to  the
         expiration of the applicable  period set forth above shall survive with
         respect to such claim or dispute until the final resolution thereof.

9.2      Agreement of  Shareholders  to Indemnify.  The  Principal  Shareholders
         hereby jointly and severally,  and each of the Shareholders  other than
         the Principal  Shareholders  hereby  individually,  agree to indemnify,
         defend  and  hold  harmless  Acquiring  Corporation  and its  officers,
         directors,  employees,  agents and representatives  (collectively,  the
         "Indemnified  Persons") from and against and in respect of all demands,
         losses,  claims,  actions  or causes of action,  assessments,  damages,
         liabilities,   costs  and  expenses,   including,  without  limitation,
         interest,  penalties and reasonable  attorneys' fees and disbursements,
         excluding  any  lost  profits,   lost  revenue  or  opportunity   costs
         (collectively,  "Losses")  resulting from,  imposed upon or incurred by
         the  Indemnified  Persons,  directly  or  indirectly,  by  reason of or
         resulting from any misrepresentation or breach of any representation or
         warranty,  given or made by the  Shareholders or Target  Corporation in
         this Agreement or in any document,  certificate or agreement  furnished
         by or on behalf of any such party pursuant to this Agreement;

(a)      notwithstanding   the   foregoing,   nothing   herein  shall  limit  an
         Indemnified  Person's  remedies  in the  event of fraud or  intentional
         deception on the part of Target  Corporation  or any  Shareholder  with
         respect  to  any  of  the  obligations  of  Target  Corporation  or the
         Shareholders under this Agreement.

9.3      Notice of Losses.

(a)      If an Indemnified  Person believes that it has suffered or is likely to
         suffer any Losses against which it is indemnified  pursuant hereto,  it
         shall  notify the  Shareholders  promptly  in writing  describing  such
         Losses, the amount thereof,  if known, and the method of computation of
         such  Losses,  all  with  reasonable  particularity  and  containing  a
         reference to the  provisions of this Agreement in respect of which such
         Losses  have  occurred.  If any  action  at law or  suit in  equity  is
         instituted  by or  against  a third  party  with  respect  to which any
         Indemnified  Person intends to claim any liability or expense as Losses
         under

                                       26
<PAGE>

         this Article IX, any such Indemnified  Person shall promptly notify the
         Shareholders  of such action or suit.  The  failure of any  Indemnified
         Person  to give  notice  as  provided  herein  shall  not  relieve  any
         Shareholder of his respective  obligations under this Article IX unless
         such failure results in actual detriment to such Shareholder,  and only
         to the extent of such detriment.

(b)      In  calculating  any Losses (i) there shall be no reduction for any tax
         benefits  with  respect  to any  Losses;  and  (ii)  there  shall be no
         increase for taxes  imposed upon the receipt of any  indemnity  payment
         with respect to any Losses.

(c)      The amount to which an Indemnity  shall be entitled  under this Article
         IX shall be determined (i) by written agreement between the Indemnified
         Person and the Shareholders;  or (ii) if the Indemnified Person and the
         Shareholders  are  unable to agree as to any claim for  indemnification
         hereunder  within  sixty  (60)  days,  such  claim may be  referred  to
         arbitration  by  either  party in  accordance  with the  provisions  of
         Section 9.6 hereof.

9.4      Third  Party  Claims.  If a third  party  asserts a Claim  against  any
         Indemnified  Person,  the Indemnified Person shall promptly give notice
         of such Claim in accordance  with Section 9.3 above.  The  Shareholders
         shall be entitled to assume the  defense of such Claim,  including  the
         employment  of  counsel  reasonably  satisfactory  to  the  Indemnified
         Person;  provided,  however,  that,  in the event that the  Indemnified
         Person  reasonably  determines  in good  faith  that  such  Indemnified
         Person's  interests with respect to such Claim cannot  appropriately be
         represented by the Shareholders, such Indemnified Person shall have the
         right to assume  control of the  defense of such Claim and to have such
         Indemnified  Person's  reasonable  expenses  reimbursed  promptly  with
         respect to such Claim. In addition, in the event that the Shareholders,
         within a reasonable time after notice of any such Claim, fail to defend
         any Indemnified Person, such Indemnified Person (upon further notice to
         the Shareholders) shall have the right to undertake the defense of such
         Claim for the account of the  Shareholders and to have such Indemnified
         Person's  reasonable  expenses reimbursed promptly with respect to such
         Claim.  Regardless  of which  party is  controlling  the defense of any
         Claim, no settlement of such Claim may be agreed to without the written
         consent of each of the Indemnified  Person,  which consent shall not be
         unreasonably withheld. The controlling party shall deliver, or cause to
         be  delivered,  to the  other  parties  copies  of all  correspondence,
         pleadings,   motions,  briefs,  appeals  or  other  written  statements
         relating to or  submitted  in  connection  with the defense of any such
         Claim,  and timely  notices of any  hearing or other  court  proceeding
         relating to such Claim.

9.5      No  Recourse  Against  Target  Corporation.   The  Shareholders  hereby
         irrevocably  waive  any  and  all  right  to  recourse  against  Target
         Corporation  with  respect  to any  misrepresentation  or breach of any
         representation,   warranty   or   indemnity,   given  or  made  by  the
         Shareholders or Target  Corporation in this Agreement and any document,
         certificate and agreement  entered into or delivered  pursuant  hereto.
         The   Shareholders   shall  not  be  entitled  to  contribution   from,
         subrogation to or recovery  against Target  Corporation with respect to
         any liability of the Shareholders or Target  Corporation that may arise
         under or pursuant to this  Agreement or the  transactions  contemplated
         hereby.

                                       27
<PAGE>

9.6      Binding Mediation/Arbitration.

(a)      None of the  parties  shall  institute  an  arbitration  proceeding  to
         resolve a dispute between the parties hereunder before the parties have
         sought to resolve the dispute through direct negotiation with the other
         parties.  If the dispute is not resolved  within  fifteen (15) Business
         Days after a demand for direct  negotiation,  the parties shall attempt
         to resolve the dispute through mediation  conducted in San Luis Obispo,
         California.  If the parties do not promptly  agree on a mediator,  then
         any of the parties may notify the American Arbitration Association,  to
         initiate selection of a mediator from the commercial dispute resolution
         panel.  The fees and expenses of the mediator  shall be paid equally by
         the parties.  If the mediator is unable to  facilitate a settlement  of
         the dispute  within a reasonable  period of time,  as determined by the
         mediator,  the mediator shall issue a written  statement to the parties
         to that  effect  and the  aggrieved  party(ies)  may then  seek  relief
         through arbitration, which shall be binding, before a single arbitrator
         pursuant  to  the   Commercial   Arbitration   Rules  of  the  American
         Arbitration  Association (the "Association").  The place of arbitration
         shall be San Luis Obispo,  California.  Arbitration may be commenced at
         any time by any party  seeking  arbitration  by  written  notice to the
         other party(ies) by first class mail,  postage prepaid.  The arbitrator
         shall be selected by the joint agreement of the parties, but if they do
         not so agree within  fifteen (15)  Business  Days after the date of the
         notice  referred to above,  the selection shall be made pursuant to the
         rules from the panels of  arbitrators  maintained by such  Association.
         The arbitrator shall render his decision within one hundred eight (180)
         days of  appointment.  Any award  rendered by the  arbitrator  shall be
         final,  conclusive  and binding upon the parties hereto and there shall
         be no right of appeal  therefrom.  Judgment upon the award  rendered by
         the arbitrator may be entered by any court having jurisdiction thereof.
         Each  party  shall  pay its own  costs  and  expenses  of  arbitration,
         including   attorneys'  fees  and  expenses  of  the  arbitrator.   The
         arbitrator  shall not be  permitted  to award  punitive or similar type
         damages under any circumstances.

ARTICLE X - GENERAL PROVISIONS

10.1     Notices.  All notices and other  communications  hereunder  shall be in
         writing  and  shall be  deemed  given  if  delivered  personally  or by
         commercial  messenger or courier  service,  or mailed by  registered or
         certified mail (return  receipt  requested) or sent via facsimile (with
         acknowledgment  of  complete   transmission)  to  the  parties  at  the
         following  addresses  (or at such other address for a party as shall be
         specified by like notice):

(a)      if to Acquiring Corporation to:
with a copy to:

                  Mr. Robert M. Cezar,
                  President
                  Americom USA, Inc.
                  124 South Halcyon Road
                  Arroyo Grande, CA 93420
                  Telephone:  (805) 542-6700
                  Telefax:  (805) 473-4976

                                       28
<PAGE>

                  With a copy to:

                    Tim Hopkins                     and to Jayson B. Schwarz
                    Groom and Cave                  Schwarz, Gillen
                                                    2040 Yonge St., Ste. 220,
                                                    Toronto, Ontario,
                                                    Canada, M4S 1Z9
                    Telephone:  (408) 286-3300      Telephone - (416) 486-2040
                    Telefax:  (408) 286-3423           Telefax - (416) 486-3325

(b)      if to Target Corporation or the Shareholders, to:

                    Jim & Jon Tech          Jim Heintz          Jon Iverson
                    687 Islay St. Unit 5,   277 El Portal Dr.   9825 El Enchanto
                    San Luis Obispo, CA     Pismo Beach, CA     Atascadero, CA
                    93401                   93449               93422


                  With a copy to:

                    Kim Mistretta
                    1101 Marsh St. Suite C,
                    San Luis Obispo, CA 93401

10.2     Remuneration.  Jon Iverson  shall  receive an annual salary of $96,000,
         until such time as Parent  Corporation shall achieve its first month of
         profitability  and  then  his  annual  salary  shall  be  increased  to
         $120,000.  Upon the Parent Corporation achieving its first full quarter
         of  profitability  his annual salary shall be increased to $144,000 and
         he shall be entitled to the same incentive  plans that are  established
         from time to time for key  employees  of the  Parent  Corporation.  The
         terms of his  employment  in all other  respects  shall be  governed in
         accordance  with  the  generally   accepted  practices  of  the  Parent
         Corporation  and he  shall  be  treated  parri  passu  with  all  other
         employees as relates to profit sharing.

10.3     Remuneration.  Jim Heintz  shall  receive an annual  salary of $96,000,
         until such time as Parent  Corporation shall achieve its first month of
         profitability  and  then  his  annual  salary  shall  be  increased  to
         $120,000.  Upon the Parent Corporation achieving its first full quarter
         of  profitability  his annual salary shall be increased to $144,000 and
         he shall be entitled to the same incentive  plans that are  established
         from time to time for key  employees  of the  Parent  Corporation.  The
         terms of his  employment  in all other  respects  shall be  governed in
         accordance  with  the  generally   accepted  practices  of  the  Parent
         Corporation  and he  shall  be  treated  parri  passu  with  all  other
         employees as relates to profit sharing.

10.4     Headings.  The headings  contained in this  Agreement are for reference
         purposes  only  and  shall  not  affect  in  any  way  the  meaning  or
         interpretation of this Agreement.

                                       29
<PAGE>

10.5     Severability.  If any  term or other  provision  of this  Agreement  is
         invalid,  illegal or incapable of being  enforced by any rule of law or
         public  policy,  all other  conditions and provisions of this Agreement
         shall  nevertheless  remain  in full  force  and  effect so long as the
         economic or legal substance of the transactions  contemplated hereby is
         not affected in any manner  materially  adverse to any party. Upon such
         determination  that any term or other provision is invalid,  illegal or
         incapable of being enforced, the parties hereto shall negotiate in good
         faith to modify this  Agreement so as to effect the original  intent of
         the parties as closely as possible in an  acceptable  manner to the end
         that  transactions  contemplated  hereby  are  fulfilled  to the extent
         possible.

10.6     Entire  Agreement.  This  Agreement  (together  with the Exhibits,  the
         Disclosure  Letter and the other documents  delivered  pursuant hereto)
         constitutes the entire agreement of the parties and supersede all prior
         agreements  and  undertakings,  both  written  and  oral,  between  the
         parties, or any of them, with respect to the subject matter hereof and,
         except as  otherwise  expressly  provided  herein,  are not intended to
         confer upon any other person any rights or remedies hereunder.

10.7     Specific Performance.  The transactions  contemplated by this Agreement
         are unique.  Accordingly,  each of the parties  acknowledges and agrees
         that,  in addition to all other  remedies to which it may be  entitled,
         each  of the  parties  hereto  is  entitled  to a  decree  of  specific
         performance, provided such party is not in material default hereunder.

10.8     Assignment.  Neither this Agreement nor any of the rights, interests or
         obligations  hereunder  shall be assigned by any of the parties  hereto
         (whether by operation of law or  otherwise)  without the prior  written
         consent of the other party.  Subject to the  preceding  sentence,  this
         Agreement  shall  be  binding  upon,  inure  to the  benefit  of and be
         enforceable by the parties and their respective successors and assigns.

10.9     Third Party  Beneficiaries.  This  Agreement  shall be binding upon and
         inure solely to the benefit of each party  hereto,  and nothing in this
         Agreement,  express or implied, is intended to or shall confer upon any
         other  person  any right,  benefit  or remedy of any nature  whatsoever
         under or by reason of this Agreement.

10.10    Governing  Law. This  Agreement  shall be governed by, and construed in
         accordance  with, the laws of the State of Delaware,  regardless of the
         laws  that  might  otherwise  govern  under  applicable  principles  of
         conflicts of law.

10.11    Counterparts.  This  Agreement  may be executed and delivered in one or
         more  counterparts,  and by the  different  parties  hereto in separate
         counterparts, each of which when executed and delivered shall be deemed
         to be an original but all of which taken together shall  constitute one
         and the same agreement.

10.12    Further Assurances.  From and after the Closing Date, each of Acquiring
         Corporation  and the  Shareholders,  at any time and from  time to time
         shall make,  execute and  deliver,  or cause to be made,  executed  and
         delivered,  such instruments,  agreements,  consents and assurances and
         take or  cause  to be  taken  all such  actions  as may  reasonably  be
         requested  by any  party to  effect  the  purpose  and  intent  of this
         Agreement.

                                       30
<PAGE>

10.13    Interpretation.  The words "include,  "includes" and  "including"  when
         used  herein  shall be deemed in each case to be  followed by the words
         "without  limitation." The table of contents and headings  contained in
         this Agreement are for reference  purposes only and shall not affect in
         any way the meaning or interpretation of this Agreement.

10.14    Other  Remedies.  Except  as  otherwise  provided  herein,  any and all
         remedies  herein  expressly  conferred  upon a  party  will  be  deemed
         cumulative with and not exclusive of any other remedy conferred hereby,
         or by law or equity upon such party, and the exercise by a party of any
         one remedy will not preclude the exercise of any other remedy.

10.15    Rules of  Construction.  The parties  hereto  agree that they have been
         represented  by counsel  during the  negotiation  and execution of this
         Agreement and, therefore, waive the application of any law, regulation,
         holding  or rule  of  construction  providing  that  ambiguities  in an
         agreement  or  other  document  will be  construed  against  the  party
         drafting such agreement or document.


                                       31
<PAGE>

IN  WITNESS  WHEREOF,   Acquiring   Corporation,   Target  Corporation  and  the
Shareholders  have caused this  Agreement to be signed by their duly  authorized
respective officers, all as of the date first written above.

AMERICOM USA, INC., a Delaware Corporation


By   /s/ David Loomis
  ----------------------------------------------

Name:  David Loomis

Title:  President


RMC DIVERSIFIED ASSOCIATES INTERNATIONAL LTD., a California Corporation


By   /s/ Robert Cezar
  ----------------------------------------------

Name:  Robert Cezar

Title:  President


JIM AND JON TECH., a California Corporation


By   /s/ Jim Heintz
  ----------------------------------------------

Name:  Jim Heintz

Title:  President



/s/ Gary Hogue                                               /s/ Jim Heintz
---------------------------------------------                -------------------
Witness                                                      JIM HEINTZ


/s/ Gary Hogue                                               /s/ Jon Iverson
---------------------------------------------                -------------------
Witness                                                      JON IVERSON


                                       32

<PAGE>

                                Table of Contents

                                                                           Page
                                                                           ----
I.   ARTICLE I - THE MERGER...................................................1

         1.1    The Merger....................................................1

         1.2    Effective Time................................................2

         1.3    Effect of the Merger..........................................2

         1.4    Certificate of Incorporation Bylaws...........................2

         1.5    Directors and Officers........................................2

         1.6    Effect of Merger on the Capital Stock of Target
                Corporation...................................................2

         1.7    No Further Ownership Rights in Target Corporation
                Common Stock..................................................3

         1.8    Tax Treatment of the Merger...................................3

         1.9    Taking of Necessary Action; Further Action....................4

         1.10   Cash Consideration............................................4

II.      ARTICLE II - REPRESENTATIONS AND WARRANTIES OF TARGET CORPORATION
                      AND THE SHAREHOLDERS....................................4

         2.1    Organization...................................................4

         2.2    Capitalization.................................................4

         2.3    Ability to Carry Out Agreement.................................5

         2.4    Validity of Agreement - Authority..............................5

         2.5    Permits and Licenses...........................................5

         2.6    Compliance with Regulations....................................5

         2.7    Financial Statements...........................................5

         2.8    Title to and Condition of Certain Fixtures and Equipment.......6

         2.9    Tax Returns and Taxes..........................................6

         2.10   Labor Relations................................................6

         2.11   Status of Contracts............................................7

         2.12   Changes or Events..............................................7

         2.13   Employees and Employee Benefits................................7

         2.14   Real Property: Leaseholds......................................8

         2.15   Insurance......................................................8

         2.16   Litigation.....................................................8

         2.17   Related-Party Transactions.....................................8

         2.18   Accounts Receivable............................................8

         2.19   Relationship with Customers....................................8

         2.20   Proprietary Rights.............................................9

         2.21   Non-Infringement of Proprietary Rights.........................9

                                       i

<PAGE>

                               Table of Contents
                                  (continued)

                                                                           Page
                                                                           ----
         2.22   Environmental Requirements.....................................9

         2.23   Political Contributions and Other Payments....................10

         2.24   Occupational Safety and Health Act............................10

         2.25   Consents......................................................10

         2.26   Disclosure....................................................10

         2.27   Year 2000 Compliance..........................................11

         2.28   Investor Status...............................................11

III.     ARTICLE III - ADDITIONAL REPRESENTATIONS AND WARRANTIES
                       OF THE SHAREHOLDERS....................................11

         3.1    Title to the Shams............................................11

         3.2    Authority and Capacity........................................11

         3.3    Absence of Violation..........................................11

         3.4    Restrictions and Consents.....................................11

         3.5    Binding Obligation............................................12

         3.6    No Registration Under the Securities Act......................12

         3.7    Acquisition for Investment....................................12

         3.8    Evaluation of Merits and Risks of Investment..................13

         3.9    Forward Looking Information/Risk Factors......................13

         3.10   Transfer Limitations..........................................13

         3.11   Rule 144 Limitations..........................................14

IV.      ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF PARENT AND
                      ACQUIRING CORPORATION..................................15

         4.1    Organization and Qualification................................15

         4.2    Authority.....................................................15

         4.3    No Conflict; Required Filings and Consents....................15

         4.4    Brokers and Finders...........................................15

         4.5    Issuance of Parent Corporation Common Stock...................16

V.       ARTICLE V - CONDUCT PRIOR TO THE EFFECTIVE TIME......................16

         5.1    Affirmative Covenants of Target Corporation and the
                Shareholders..................................................16

         5.2    Negative Covenants of Target Corporation and the
                Shareholders..................................................16

VI.      ARTICLE VI - ADDITIONAL AGREEMENTS...................................19

         6.1    Sale of Shares................................................19

         6.2    Consents and Approvals; Filings and Notices...................19

                                       ii

<PAGE>

                               Table of Contents
                                  (continued)

                                                                           Page
                                                                           ----
         6.3    Access and Information........................................19

         6.4    Confidentiality...............................................19

         6.5    Expenses......................................................19

         6.6    Further Action; Reasonable Best Efforts.......................19

         6.7    Public Announcements..........................................20

         6.8    Solicitation..................................................20

         6.9    Notification of Certain Matters...............................20

         6.10   Blue Sky Laws.................................................20

         6.11   Shareholder Approval..........................................20

         6.12   Filing with California Secretary of State.....................21

         6.13   Tax Returns...................................................21

VII.     ARTICLE VII - CONDITIONS PRECEDENT TO ACQUIRING CORPORATION'S
                       OBLIGATIONS ON THE CLOSING DATE........................21

         7.1    Representations and Warranties................................21

         7.2    No Changes....................................................22

         7.3    Compliance with Obligations...................................22

         7.4    Consents......................................................22

         7.5    Title; Lien Search Report and Release(s) of Liens.............22

         7.6    Good Standing/Subsistence Certificate.........................22

         7.7    Satisfactory Investigation....................................23

         7.8    Resignations of Directors and Officers........................23

         7.9    Transfer Documents............................................23

         7.10   Agreements; Etc...............................................23

         7.11   Other Documents, Etc..........................................23

         7.12   Results of Due Diligence and Legal Analysis...................23

         7.13   Other Conditions..............................................23

         7.14   No Injunctions or Restraints; Illegality......................24

         7.15   Legal Opinions................................................24

VIII.    ARTICLE VIII - TERMINATION, AMENDMENT AND WAIVER.....................24

         8.1    Termination...................................................24

         8.2    Effect of Termination.........................................25

         8.3    Amendment.....................................................25

         8.4    Waiver........................................................25

                                      iii
<PAGE>

                               Table of Contents
                                  (continued)

                                                                           Page
                                                                           ----
IX.      ARTICLE IX - SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION;
                      REMEDIES...............................................26

         9.1    Survival of Representations..................................26

         9.2    Agreement of Shareholders to Indemnify.......................26

         9.3    Notice of Losses.............................................26

         9.4    Third Party Claims...........................................27

         9.5    No Recourse Against Target Corporation.......................27

         9.6    Binding Mediation/Arbitration................................28

X.       ARTICLE X - GENERAL PROVISIONS......................................28

         10.1   Notices......................................................28

         10.2   Remuneration.................................................29

         10.3   Remuneration.................................................29

         10.4   Headings.....................................................29

         10.5   Severability.................................................30

         10.6   Entire Agreement.............................................30

         10.7   Specific Performance.........................................30

         10.8   Assignment...................................................30

         10.9   Third Party Beneficiaries....................................30

         10.10  Governing Law................................................30

         10.11  Counterparts.................................................30

         10.12  Further Assurances...........................................30

         10.13  Interpretation...............................................31

         10.14  Other Remedies...............................................31

         10.15  Rules of Construction........................................31


                                       iv