EXHIBIT 10.22

                                                                  EXECUTION COPY

                            STOCK PURCHASE AGREEMENT

                          SYNAPTIX SYSTEMS CORPORATION
                               EVANS SYSTEMS, INC.
                                WAY ENERGY, INC.
                                October 30, 1998
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                                TABLE OF CONTENTS
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                                   ARTICLE I.

                                  PURCHASE AND SALE OF SHARES................................1
        Section 1.1.  Purchase and Sale of Shares............................................1
        Section 1.2.  Purchase Price.........................................................1
        Section 1.3.  Make Whole Adjustment..................................................2

                                   ARTICLE II.

                       REPRESENTATIONS AND WARRANTIES OF SELLER AND ESI......................4
        Section 2.1.  Corporate Existence....................................................4
        Section 2.2.  Authorization; Validity................................................5
        Section 2.3.  No Breach of Statute or Contract.......................................5
        Section 2.4.  Subsidiaries...........................................................6
        Section 2.5.  Capitalization and Shareholdings.......................................6
        Section 2.6.  Financial Statements...................................................6
        Section 2.7.  Absence of Undisclosed Liabilities.....................................6
        Section 2.8.  Absence of Certain Changes or Events...................................6
        Section 2.9.  Proprietary Rights.....................................................8
        Section 2.10. Litigation.............................................................9
        Section 2.11. Contracts and Commitments.............................................10
        Section 2.12. Compliance with Laws; Environmental Matters...........................10
        Section 2.13. Taxes.................................................................12
        Section 2.14. Employees.............................................................12
        Section 2.15. Employee Benefit Plans................................................13
        Section 2.16. Title to Property.....................................................13
        Section 2.17. Investment............................................................14
        Section 2.18. Related Party Agreements..............................................14
        Section 2.19. Relations With Governments, etc.......................................14
        Section 2.20. Inventories...........................................................14
        Section 2.21. Insurance.............................................................15
        Section 2.22. Brokers...............................................................15
        Section 2.23. Closing Date Effect...................................................15

                                  ARTICLE III.

                            REPRESENTATIONS AND WARRANTIES OF BUYER.........................15
        Section 3.1.  Corporate Existence...................................................15
        Section 3.2.  Authorization; Validity...............................................16
        Section 3.3.  No Breach of Statute or Contract......................................16
        Section 3.4.  Capitalization; Buyer Common Stock....................................17
        Section 3.5.  SEC Reports and Financial Statements..................................17
        Section 3.6.  Absence of Undisclosed Liabilities....................................18
        Section 3.7.  Absence of Certain Changes or Events..................................18
        Section 3.8.  Litigation............................................................19
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                           TABLE OF CONTENTS (CONT'D)

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        Section 3.9.  Compliance with Laws; Environmental Matters...........................19
        Section 3.10. Taxes.................................................................20
        Section 3.11. Investment............................................................21
        Section 3.12. Related Party Agreements..............................................21
        Section 3.13. Employees.............................................................21
        Section 3.14. Relations With Governments, etc.......................................21
        Section 3.15. Brokers...............................................................22
        Section 3.16. Closing Date Effect...................................................22

                                   ARTICLE IV.

                                           COVENANTS........................................22
        Section 4.1.  Access to Information.................................................22
        Section 4.2.  Agreement to Cooperate................................................23
        Section 4.3.  Conduct of Business Prior to the Closing Date.........................23
        Section 4.4.  Conduct of Buyer's Business Prior to the Closing Date.................24
        Section 4.5.  Confidentiality.......................................................25
        Section 4.6.  Announcements.........................................................25
        Section 4.7.  Satisfaction of Conditions............................................26
        Section 4.8.  Notice of Developments................................................26
        Section 4.9.  Reporting Status......................................................26
        Section 4.10. AMEX Listing..........................................................26
        Section 4.11. Board Representative..................................................26
        Section 4.12. Company Funding.......................................................26

                                   ARTICLE V.

                                            CLOSING.........................................27
        Section 5.1.  Closing...............................................................27
        Section 5.2.  Deliveries by Seller and ESI..........................................27
        Section 5.3.  Deliveries by Buyer...................................................28

                                   ARTICLE VI.

                              CONDITIONS PRECEDENT TO OBLIGATIONS...........................28
        Section 6.1.  Conditions to Obligations of Buyer....................................28
        Section 6.2.  Conditions to Obligations of Seller and ESI...........................29

                                  ARTICLE VII.
                               INDEMNIFICATION..............................................31
        Section 7.1.  Survival of Representations and Warranties and Agreements.............31
        Section 7.2.  Indemnification.......................................................31
        Section 7.3.  Limitations on Indemnification........................................32
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                           TABLE OF CONTENTS (CONT'D)

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        Section 7.4.  Procedure for Indemnification with Respect to Third-Party Claims......32
        Section 7.5.  Procedure For Indemnification with Respect to Non-Third-Party Claims..33

                                  ARTICLE VIII.

                                  TERMINATION...............................................34
        Section 8.1.  Termination by Buyer..................................................34
        Section 8.2.  Termination by Seller or ESI..........................................34
        Section 8.3.  Termination by Any Party..............................................34
        Section 8.4.  Termination by Mutual Consent.........................................35
        Section 8.5.  Effect of Termination.................................................35

                                   ARTICLE IX.

                                   MISCELLANEOUS PROVISIONS.................................35
        Section 9.1.  Notices...............................................................35
        Section 9.2.  Entire Agreement......................................................36
        Section 9.3.  Binding Effect; Assignment............................................36
        Section 9.4.  Captions..............................................................36
        Section 9.5.  Expenses of Transaction...............................................36
        Section 9.6.  Waiver; Consent.......................................................36
        Section 9.7.  No Third Party Beneficiaries..........................................37
        Section 9.8.  Counterparts..........................................................37
        Section 9.9.  Gender................................................................37
        Section 9.10. Governing Law.........................................................37
        Section 9.11. Knowledge.............................................................37
        Section 9.12. Incorporation of Exhibits and Schedules...............................37
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                          INDEX TO EXHIBITS AND ANNEXES



EXHIBIT

A.................................................Registration Rights Agreement

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                               INDEX TO SCHEDULES

SELLER

2.1.  List of Jurisdictions in Which the Company is Qualified to Do Business
2.3.  Effects under Statute or Contract
2.5.  Required Consents
2.6.  Company Financial Statements
2.7.  Absence of Undisclosed Liabilities
2.8.  Absence of Certain Changes or Events
2.9.  Intellectual Property Rights
2.10. Litigation
2.11. Contracts and Commitments
2.12. Compliance with Laws; Hazardous Substances
2.13. Taxes
2.14. Employees
2.15. Benefit Plans
2.16. Real Property
2.18. Related party Agreements
2.21. Insurance
2.22. Brokers
4.12. Company Indebtedness

BUYER

3.1.  List of Jurisdictions in Which Buyer is Qualified to Do Business
3.4.  Agreements, Etc. with Respect to Buyer Common Stock
3.7.  Absence of Certain Changes or Events
3.8.  Litigation
3.9.  Compliance with Laws; Hazardous Substances
3.10. Taxes
3.12. Related Party Agreements
3.13. Employees
3.15. Brokers
                                       -v-
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                           STOCK PURCHASE AGREEMENT

               THIS AGREEMENT, dated as of October 30, 1998, is by and among
Synaptix Systems Corporation, a Colorado corporation, d.b.a. Affiliated
Resources Corporation ("Buyer"), Evans Systems, Inc., a Texas corporation
("ESI"), and Way Energy, Inc., a Delaware corporation ("Seller").

                              W I T N E S S E T H:

               WHEREAS, the Seller is a wholly-owned subsidiary of ESI and owns
all of the issued and outstanding shares (the "Shares") of common stock, par
value $10.00 per share (the "Common Stock"), of ChemWay Systems, Inc., a Texas
corporation (the "Company");

               WHEREAS, the Company has previously been engaged in the business
(hereinafter referred to as the "Business") of producing, packaging and
marketing automotive after-market chemical products, the operations of which was
suspended in February 1998; and

               WHEREAS, the Buyer desires to purchase and the Seller desires to
sell the Shares, upon the terms and subject to the conditions set forth in this
Agreement;

               NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, each of Buyer and Seller agrees as follows:

                                   ARTICLE I.

                           PURCHASE AND SALE OF SHARES

               Section 1.1. PURCHASE AND SALE OF SHARES. Upon the terms and
subject to the conditions set forth in this Agreement, on the Closing Date (as
hereinafter defined), Seller shall sell, convey, assign, transfer and deliver to
Buyer, and Buyer shall purchase from Seller, all right, title and interest in
and to the Shares free and clear of any restrictions or conditions to transfer
or assignment, rights of first refusal, mortgages, liens, pledges, charges,
encumbrances, equities, claims, covenants, conditions, restrictions, options or
agreements for an amount equal to the Purchase Price (as hereinafter defined).
On the Closing Date, Seller shall deliver to Buyer a certificate or certificates
representing the Shares, duly endorsed in blank or accompanied by a stock power
executed in blank.

               Section 1.2. PURCHASE PRICE. The aggregate purchase price for the
Shares shall consist of shares of the Common Stock of the Buyer having an
aggregate value of $6,000,000 (the "Purchase Price"). The Purchase Price shall
be payable by delivery on the Closing Date of shares (the "Payment Shares") of
Buyer's Common

                                       -1-
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Stock, $.003 par value per share (the "Buyer Common Stock"). All Payment Shares
to be delivered under this Agreement shall be valued at $4.00 (the "Closing Date
Price"). All references in this Agreement to the Payment Shares shall be
references to an aggregate number of shares of Buyer Common Stock with such
aggregate value.

               Section 1.3. MAKE WHOLE ADJUSTMENT. (a) In the event that the
Anniversary Date Average Price (as defined below) is less than the Closing Date
Price, Buyer shall issue a number of additional shares of Buyer Common Stock
(the "Make Whole Shares") to ESI. The number of Make Whole Shares to be issued
to ESI shall be equal to (i) the Purchase Price less (x) the number of Payment
Shares delivered to ESI multiplied by (y) the Anniversary Date Average Price
divided by (ii) the Anniversary Date Average Price. The Anniversary Date Market
Price shall mean the greater of (x) $2.40 and (y) the average closing price of a
share of Buyer Common Stock on the Buyer's then principal trading market, during
the 20 consecutive trading day period ending two trading days prior to the one
year anniversary of the Closing Date. The Make Whole Shares, if any, shall be
delivered to ESI ten days after the one year anniversary of the Closing Date.

               (b) Buyer's obligation to issue the Make Whole Shares shall be
absolute, non-contingent and irrevocable, independent of all other legal
relationships among the parties to this Agreement and not subject to any right
of set-off or other reduction of any kind, whether for any claim of any kind
whatsoever, liability, damage, loss, expense, cause of action or otherwise.

               (c) If Buyer shall at any time during the period from the Closing
Date to the one year anniversary of the Closing Date subdivide the outstanding
Buyer Common Stock into a greater number of shares or consolidate the
outstanding Buyer Common Stock into a smaller number of shares (any such event
being called a "Buyer Stock Reorganization"), then the number of Make Whole
Shares to be issued shall be adjusted to a number determined by multiplying the
number of Make Whole Shares that would have been issued pursuant to the
foregoing formula by a fraction, the numerator of which shall be the number of
shares of Buyer Common Stock outstanding after giving effect to such Buyer Stock
Reorganization and the denominator of which shall be the number of shares of
Buyer Common Stock outstanding immediately before such Buyer Stock
Reorganization.

               (d) (A) If (i) Buyer agrees to merge or consolidate with another
        entity and Buyer is not the surviving entity upon consummation of the
        merger or consolidation (the date of such consummation being the
        "Transaction Date"), (ii) the Transaction Date occurs on or before the
        last day upon which the Make Whole Shares could be delivered under
        Section 1.3(a) hereof and the Make Whole Shares have not been issued and
        delivered to ESI and (iii) the value two trading days before

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        the Transaction Date of the consideration per share of Buyer Common
        Stock to be received by shareholders of Buyer, determined by the Buyer's
        board of directors acting in good faith (the "Consideration Value") in
        such merger or consolidation is not equal to or greater than the Closing
        Date Price, then on the Transaction Date immediately prior to the
        consummation of the merger or consolidation, Buyer shall deliver to each
        Seller for each share of Buyer Common Stock originally issued at the
        closing hereunder and held by such Seller on the Transaction Date
        (before the consummation of the merger or consolidation) either (x) an
        amount of cash equal to the difference between the Closing Date Price
        and the Consideration Value or (y) shares of Buyer Common Stock having a
        value equal to the difference between the Closing Date Price and the
        Consideration Value, with such value determined based upon the average
        closing price of a share of Buyer Common Stock during the 20 trading
        days ending two trading days prior to the Transaction Date, the form of
        such payment, either cash or stock, to be at the option of Buyer.

               (B) If (i) on or before the last date upon which the Make Whole
        Shares could be delivered under Section 1.3(a) hereof (provided that no
        Make Whole Shares have been issued and delivered to ESI), Buyer
        concludes a transaction required to be reported under Section 13(e) of
        the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
        the rules and regulations promulgated thereunder (the "13(e)
        Transaction") and (ii) the average closing price of a share of Buyer
        Common Stock on the 20 trading days ending two trading days prior to the
        last day upon which shareholders of Buyer could tender shares of Buyer
        Common Stock in the 13(e) Transaction (the "13(e) Transaction Date
        Average Price") is less than the Closing Date Price, on the date Buyer
        distributes the consideration for the shares of Buyer Common Stock
        tendered and accepted in the 13(e) Transaction, Buyer shall pay to ESI
        an amount of cash per share tendered and accepted equal to the
        difference between the Closing Date Price and the 13(e) Transaction Date
        Average Price, provided that Buyer shall also pay to ESI the
        consideration per share tendered and accepted of Buyer Common Stock paid
        in the 13(e) Transaction to tendering shareholders for shares of Buyer
        Common Stock accepted by the Buyer.

               (c) Upon payment of the amounts provided in Section 1.3(d)(A),
        Buyer and its successors and assigns shall have no further obligation to
        issue the Make Whole Shares under Section 1.3(a). Upon payment of the
        amounts provided in Section 1.3(d)(B), Buyer shall have no further
        obligation to issue the Make Whole Shares under Section 1.3(a) to ESI
        with respect to tendered shares that the Buyer accepted, but Buyer shall
        remain obligated to issue the Make Whole Shares under Section 1.3(a)
        with respect to all shares of Buyer Common

                                       -3-
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        Stock that were originally issued on the Closing Date and remain issued
        and outstanding and owned by ESI on the first anniversary date of the
        Closing Date.

               (e) If, on or before the last date upon which the Make Whole
Shares could be delivered under Section 1.3(a) hereof, Buyer concludes a
recapitalization, capital reorganization or other similar transaction and as a
result shares of Buyer Common Stock are exchanged, converted, reclassified or
otherwise changed, in whole or in part, into one or more classes of other shares
or equity securities of Buyer (or securities convertible into shares or other
equity securities of Buyer), such shares, other equity securities or convertible
securities received by ESI shall be subject to the terms of this Section 1.3,
and Buyer's board of directors, acting in good faith, shall take such actions as
may reasonably be necessary to assure that ESI receives, with respect to such
shares, other equity securities or convertible securities, the full economic
benefit intended by this Section 1.3 with respect to the Buyer Common Stock
received by ESI on the Closing Date.

               (f) The 13(e) Transaction Date Average Price and the value of
Buyer Common Stock for the purposes of clause (y) of Section 1.3(d)(A) shall be
determined based upon the average closing price of a share of Buyer Common Stock
on the Buyer's then principal trading market, during the 20 consecutive trading
day period ending two trading days prior to such transaction date.

                                   ARTICLE II.

                REPRESENTATIONS AND WARRANTIES OF SELLER AND ESI

               Each of Seller and ESI represents and warrants to Buyer that:

               Section 2.1. CORPORATE EXISTENCE. Each of Seller, ESI and the
Company is a corporation duly organized, validly existing and in good standing
under the laws of its respective jurisdiction of incorporation and has the
corporate power to own, operate or lease its respective properties and to carry
on its business as now being conducted. Complete and correct copies of the
Articles of Incorporation of the Company and all amendments thereto, certified
by the Secretary of State of the State of Texas, and of the By-Laws of the
Company and all amendments thereto, certified by the Secretary of the Company,
heretofore have been delivered to Buyer. As a result of the business conducted
by the Company or the character or location of its properties, the Company is
duly qualified to do business and is in good standing in those states listed on
Schedule 2.1 hereto, which states are the only states where the nature of the
business conducted by it or the character or location of its properties requires
such qualification and where the failure to so qualify would have a material
adverse effect upon the business, operations, assets, properties, rights or
condition

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(financial or otherwise) or prospects of the Company or upon the ability of the
Company to consummate the transactions contemplated by this Agreement (a
"Material Adverse Effect").

               Section 2.2. AUTHORIZATION; VALIDITY. Each of Seller and ESI has
all requisite corporate power and authority to enter into this Agreement and the
Lease Agreement (as defined hereinafter) to perform its obligations hereunder
and to consummate the transactions contemplated hereby. No declaration,
recording or registration with, or notice to, or authorization, consent or
approval of, any governmental or regulatory body or authority is necessary for
the execution and delivery of this Agreement and the Lease Agreement by Seller
and ESI or the consummation by Seller and ESI of the transactions contemplated
hereby or thereby, other than such declarations, filings, registrations,
notices, authorizations, consents or approvals which, if not made or obtained,
as the case may be, would not, in the aggregate, have a Material Adverse Effect.
All necessary action has been taken by Seller and ESI with respect to the
execution, delivery and performance by Seller and ESI of this Agreement, the
Lease Agreement and the consummation of the transactions contemplated hereby and
thereby. Assuming the due execution and delivery of this Agreement and the Lease
Agreement by Buyer, each of these Agreements and the Lease Agreement is a legal,
valid and binding obligation of Seller and ESI, enforceable against Seller and
ESI in accordance with its respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws of general
application affecting the enforcement of creditors' rights and general
principles of equity (whether applied in a proceeding at law or in equity).

               Section 2.3. NO BREACH OF STATUTE OR CONTRACT. Except as set
forth on Schedule 2.3 hereto, neither the execution and delivery of this
Agreement, nor the consummation by each of Seller and ESI of the transactions
contemplated hereby, nor compliance by each of Seller and ESI with any of the
provisions hereof, will (a) violate or cause a default under any statute
(domestic or foreign), judgment, order, writ, decree, rule or regulation of any
court or governmental authority applicable to Seller, ESI or the Company or any
of their respective properties; (b) breach or conflict with any of the terms,
provisions or conditions of the respective Certificates or Articles of
Incorporation or respective By-Laws of Seller, ESI or the Company; or (c)
violate, conflict with or breach or require the authorization, consent or
approval of any party under any agreement, contract, mortgage, instrument,
indenture or license to which Seller, ESI or the Company is a party or by which
Seller, ESI or the Company is or may be bound, or constitute a default (in and
of itself or with the giving of notice, passage of time or both) thereunder, or
result in the creation or imposition of any encumbrance upon, or give to any
other party or parties any claim, interest or right, including rights of
termination or cancellation in, or with respect to, any of their respective
properties or the Shares.

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               Section 2.4. SUBSIDIARIES. The Company has no subsidiaries or
equity investments in any other corporation, association, partnership, joint
venture or other entity.

               Section 2.5. CAPITALIZATION AND SHAREHOLDINGS. The authorized
capital stock of the Company consists of 500,000 shares of Common Stock, of
which 65,000 shares are issued and outstanding, and are owned of record and
beneficially by Seller. At the Closing, the Seller will own all of the Shares
free and clear of all liens, claims, charges or encumbrances. Except for the
required consents set forth on Schedule 2.5, the Seller has full right, power,
legal capacity and authority to transfer and deliver the Shares pursuant to this
Agreement and neither the Seller nor the Company is a party to or bound by any
agreements, arrangements or understandings restricting in any manner the sale or
transfer of the Shares. The capital stock of the Company is duly authorized and
all issued capital stock has been duly and validly issued and is fully paid and
non-assessable and free of preemptive rights. There is not outstanding, and
neither the Seller nor the Company is bound by or subject to, any subscription,
option, warrant, call, right, contract, commitment, agreement, understanding or
arrangement to issue any additional shares of capital stock of the Company,
including any right of conversion or exchange under any outstanding security or
other instrument, and no shares of Common Stock are reserved for issuance for
any purpose.

               Section 2.6. FINANCIAL STATEMENTS. Attached hereto as Schedule
2.6 is a balance sheet of the Company at June 30, 1998 and related statement of
income for the nine months then ended (collectively the "Company Financial
Statements"), certified by the Chief Financial Officer of the Company as having
been prepared in accordance with GAAP consistently applied. Except as set forth
on Schedule 2.6, the Company Financial Statements (i) are true, correct and
complete, (ii) are in accordance with the books and records of the Company, and
(iii) fairly, completely and accurately present the financial position of the
Company at the dates specified and the results of its operations for the periods
covered.

               Section 2.7. ABSENCE OF UNDISCLOSED LIABILITIES. Except as
disclosed in the Company Financial Statements or on Schedule 2.7 attached
hereto, the Company has no debts, liabilities or obligations of any kind,
whether accrued, absolute, contingent or other, whether due or to become due,
that would have a Material Adverse Effect.

               Section 2.8. ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set
forth on Schedule 2.8 hereto, since June 30, 1998, no event or circumstance has
occurred resulting or reasonably likely to result in a Material Adverse Effect.
Without limiting the generality of the foregoing, since that date there has not
been, with respect to the Company:

                                       -6-
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               (a) Any change in its Business, operations (as now conducted or
as presently proposed to be conducted), assets, properties or rights, prospects
or condition (financial or otherwise), or combination thereof which reasonably
could be expected to result in a Material Adverse Effect;

               (b) Other than in the usual and ordinary course of business, any
increase in amounts payable by the Company to or for the benefit of or committed
to be paid by the Company to or for the benefit of any officer, director,
stockholder, consultant, agent or employee of the Company, in any capacity, or
in any benefits granted under any bonus, stock option, profit sharing, pension,
retirement, deferred compensation, insurance, or other direct or indirect
benefit plan with respect to any such person;

               (c) Any transaction entered into or carried out other than in the
ordinary and usual course of its business, including without limitation, any
transaction resulting in the incurrence of liabilities or obligations;

               (d) Any material change made in the methods of doing business or
in the accounting principles or practices or the method of application of such
principles or practices;

               (e) Any mortgage, pledge, lien, security interest, hypothecation,
charge or other encumbrance imposed or agreed to be imposed on or with respect
to any of its properties that will not be discharged prior to the Closing Date
except for financing statements filed by personal property lessors as a matter
of notification only;

               (f) Except in the ordinary course of business, any sale, lease or
other disposition of, or any agreement to sell, lease or otherwise dispose of
any of its properties, assets or services, individually or in the aggregate, in
excess of $25,000;

               (g) Any purchase of or any agreement to purchase capital assets
or any lease or any agreement to lease, as lessee, any capital assets,
individually or in the aggregate, with a purchase price or carrying value in
excess of $25,000;

               (h) Any modification, waiver, change, amendment, release,
rescission or termination of, or accord and satisfaction with respect to, any
material term, condition or provision of any contract, agreement, license or
other instrument to which the Company is a party, other than any satisfaction by
performance in accordance with the terms thereof in the usual and ordinary
course of its business;

               (i) Any declaration of, or dividend or other distribution to the
Company's stockholders, purchase, redemption or reclassification of any of the
Company's capital stock or stock

                                       -7-
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split, stock dividend, exchange or recapitalization or execution of any
agreement in respect of the foregoing;

               (j) Any damage, destruction or similar loss, whether or not
covered by insurance, adversely affecting the Business;

               (k) any labor grievances or claims filed, or any similar event or
condition of any character, that will have a Material Adverse Effect on the
Company;

               (l) any cancellation, or agreement to cancel, any indebtedness,
obligation or other liability owing to it, provided that it may negotiate and
adjust bills in the course of good faith disputes with customers in a manner
consistent with past practice; or

               (m) Any commitment by the Company to do any of the foregoing.

               Section 2.9. PROPRIETARY RIGHTS. Schedule 2.9 sets forth a
complete and accurate list of all patents (including all reissues,
reexaminations, continuations, continuations-in-part and divisions thereof),
inventions, trade secrets, processes, proprietary rights, proprietary knowledge,
know-how, computer software, trademarks, names, service marks, trade names,
copyrights, symbols, logos, franchises and permits of the Company and all
applications therefor, registrations thereof and licenses, sublicenses or
agreements in respect thereof that the Company owns or has the right to use or
to which the Company is a party and all filings, registrations or issuances of
any of the foregoing with or by any federal, state, local or foreign regulatory,
administrative or governmental office or offices (collectively, the
"Intellectual Property Rights"). The Intellectual Property Rights listed on
Schedule 2.9 are all the proprietary rights necessary to the conduct of the
Business as now conducted. Except as set forth on Schedule 2.9 or as would not
reasonably be expected to have a Material Adverse Effect (a) the Company is the
sole and exclusive owner of all right, title and interest in and to all
Intellectual Proprietary Rights free and clear of all liens, claims, charges,
equities, rights of use, encumbrances and restrictions whatsoever, (b) no
consent or approval of any party will be required for the use of any of these
Intellectual Property Rights by Buyer following the Closing Date, and (c) no
governmental registration of any of these Intellectual Property Rights has
lapsed or expired or been canceled, abandoned, opposed or the subject of any
reexamination request.

               Except as disclosed in Schedule 2.9 or as would not reasonably be
expected to have a Material Adverse Effect (a) the Company is not, nor will it
be as a result of the execution and delivery of this Agreement or the
performance of its obligations hereunder, in violation of any license,
sublicense or other

                                       -8-
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agreement to which it is a party and pursuant to which it is authorized to use
any third-party patents, trademarks, service marks or copyrights (the
"Third-Party Intellectual Property Rights"); (b) no claims with respect to the
patents, registered and material unregistered trademarks and service marks,
registered copyrights, trade names and any applications therefor owned by the
Company (the "Company Intellectual Property Rights"), any trade secret material
to the Company, or Third-Party Intellectual Property Rights to the extent
arising out of any use, reproduction or distribution of such Third-Party
Intellectual Property Rights or through the Company, are currently pending or,
to the knowledge of ESI, threatened in writing by any person; and (c) ESI does
not know of any valid ground for any bona fide claims (i) to the effect that the
manufacture, sale, licensing or use of any products as now used, sold or
licensed or proposed for use, sale or license by the Company, infringes on any
copyright, patent, trademarks, service mark or trade secrets, copyrights,
patents, technology, know-how or computer software programs and applications
used in the business of the Company as currently conducted or as proposed to be
conducted; (ii) challenging the ownership, validity or effectiveness of any of
the Company Intellectual Property Rights or other trade secret material to the
Company; or (iii) challenging the license or legally enforceable right to use of
the Third Party Intellectual Property Rights by the Company.

               Section 2.10. LITIGATION. Schedule 2.10 sets forth a complete and
accurate list as of the date hereof of all claims, actions, suits, proceedings
or, to ESI's knowledge, investigations (collectively, the "Proceedings") pending
or threatened against or affecting the Company or any of the Company's
properties or to ESI's knowledge, any of the Company's officers or directors in
their capacities as such, in, before or by any federal, state, or local or
foreign court, governmental agency or other governmental body (each a
"Governmental Authority"). Seller and ESI shall update Schedule 2.10 as of the
Closing Date, but any information on such updated schedule relating to
Proceedings arising after the date hereof shall not constitute a breach of this
Section 2.10 unless such Proceedings have had or can reasonably be expected to
have a Material Adverse Effect. Except as set forth on Schedule 2.10, there is
no Proceeding pending or, to the knowledge of ESI, threatened against or
affecting the Company or any of the Company's properties or to ESI's knowledge,
any of the Company's officers or directors in their capacity as such, in, before
or by any Governmental Authority that has had or can reasonably be expected to
have a Material Adverse Effect, nor has any Governmental Authority notified the
Company prior to the date hereof of any intention to conduct any investigation
with respect to the Company. The Company is not subject to or in default with
the respect to any judgment, order, writ, injunction or decree or any
governmental restriction.

                                       -9-
<PAGE>
               Section 2.11. CONTRACTS AND COMMITMENTS. Schedule 2.11 lists all
personal property leases, contracts, agreements, contract rights, license
agreements, franchise rights and agreements, policies, purchase and sales
orders, quotations and executory commitments, instruments, third party
guaranties, indemnifications, arrangements, obligations and understandings,
whether oral or written, to which the Company is a party (whether or not legally
bound thereby), that are currently in effect and that require payments,
individually or in the aggregate, in excess of $25,000, other than purchase and
sale orders, quotations and executory commitments incurred in the ordinary
course of business of the Company (collectively, the "Contracts"). Each of the
Contracts is valid and binding, in full force and effect and enforceable against
the Company in accordance with its provisions. Except as set forth on Schedule
2.11, the Company has not assigned, mortgaged, pledged, encumbered, or otherwise
hypothecated any of its right, title or interest under any of the Contracts.
Neither the Company nor, to ESI's knowledge, any other party thereto is in
violation of, in default in respect of nor has there occurred an event or
condition which, with the passage of time or giving of notice (or both), would
constitute a material violation or a default of any Contract. No notice has been
received by Seller, ESI or the Company claiming any such default by the Company
or indicating the desire or intention of any other party thereto to amend,
modify, rescind or terminate the same.

               Section 2.12. COMPLIANCE WITH LAWS; ENVIRONMENTAL MATTERS.

               (a) For the purposes of this Section 2.12, "Environmental Laws"
means any and all laws, statutes, codes, ordinances, orders, rules, regulations,
judgments, decrees, injunctions, writs, edicts, awards, authorizations or other
requirement of any national, state, county, municipal or other government,
domestic or foreign, or of any agency, board, bureau, commission, court,
department or other instrumentality thereof, or any obligation included in any
certificate, franchise, permit or license issued by any such governmental
authority or resulting from binding arbitration, including any requirement under
common law, relating to the environment or public or worker health or safety,
including ambient air, surface water, land surface or subsurface strata, or to
emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals or industrial, toxic or hazardous substances or wastes
(including Solid Wastes, Hazardous Wastes or Hazardous Substances) or noxious
noise or odor into the environment, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, recycling, removal,
transport or handling of pollutants, contaminants, chemicals or industrial,
toxic or hazardous substances or wastes (including petroleum, petroleum
distillates, asbestos or asbestos-containing material, volatile organic
compounds or polychlorinated biphenyls).

                                      -10-
<PAGE>
               (b) The Company is in compliance in all material respects with
all laws, ordinances, regulations and orders applicable to the Business,
including without limitation all Environmental Laws applicable to it or any of
its owned or operated facilities, sites or other properties, businesses and
operations, including those which relate to the reporting by the Company of all
sites owned or operated by it where Solid Wastes, Hazardous Wastes or Hazardous
Substances have been treated, stored, disposed of or otherwise handled, and
possesses all necessary certifications and licenses required for the conduct of
its Business. Seller and ESI have no notice or actual knowledge of any
violations of such laws, ordinances, regulations and orders or notice of intent
to cancel, terminate or not renew such certifications or licenses, whether
actual, claimed or alleged, except as disclosed on Schedule 2.12 hereto and
except for those instances as are not reasonably likely to have a Material
Adverse Effect.

               (c) The Company is not the subject of or, to the knowledge of
Seller or ESI, being threatened to be the subject of (i) any enforcement
proceeding, (ii) any investigation under any Environmental Law, or (iii) any
third party claim relating to the violation of any Environmental Law on or off
the properties of the Company.

               (d) No release (as defined in the Environmental Laws) at, from in
or on any site owned or operated by the Company has occurred which, if all
relevant facts were known, would require remediation to avoid deed record
notices, restrictions liabilities or would result in other consequences that
would not be applicable if that release had not occurred.

               (e) The Company has not transported or arranged for the
transportation of any Solid Wastes, Hazardous Wastes or Hazardous Substances to,
or disposed or arranged for the disposition of any Solid Wastes, Hazardous
Wastes or Hazardous substances at, any off-site location that could reasonably
be expected to lead to any claim against the Company or Buyer as a potentially
responsible party for any fines, clean-up costs, remedial work, damage to
natural resources, personal injury or property damage.

               (f) To the knowledge of Seller or ESI, no storage tanks exist or
have ever existed on or under any of the properties owned or operated by the
Company from which any Solid Wastes, Hazardous Wastes or Hazardous Substances
have been released into the surrounding environment. The Company has provided
the Buyer with copies (or if not available, accurate written summaries) of all
environmental investigations, studies, audits, reviews and other analyses
conducted by or on behalf, or which otherwise are in the actual or constructive
possession, of the Company, respecting any facility, site or other property
presently owned or operated by the Company.

                                      -11-
<PAGE>
               Section 2.13. TAXES. Except as set forth on Schedule 2.13:3

               (a) The Company has duly filed all federal, state, local and
foreign tax returns and tax reports required to have been filed by it prior to
the date hereof and will file, on or before the Closing Date, all such returns
and reports that are required to be filed after the date hereof and on or before
the Closing Date, all such returns and reports are true, correct and complete in
all material respects, none of such returns and reports has been amended, and
all taxes, assessments, fees and other governmental charges arising under such
returns and reports (i) have been fully paid (or, with respect to any returns or
reports filed between the date hereof and the Closing Date, will be), or (ii)
are being contested in good faith by appropriate proceedings (and are set forth
on Schedule 2.13);

               (b) Schedule 2.13 sets forth the dates and results of any and all
audits of federal, state, local and foreign tax returns of the Company performed
by federal, state, local or foreign taxing authorities. No waivers of any
applicable statutes of limitations are outstanding. All deficiencies proposed as
a result of any audits have been paid or settled. There is no pending or
threatened federal, state, local or foreign tax audit of the Company and no
agreement with any federal, state, local or foreign tax authority that may
affect the subsequent tax liabilities of the Company; and

               (c) The Company has no material liabilities for taxes other than
as shown on the Company Financial Statements, and no federal, state, local or
foreign tax authority is now asserting or, to the knowledge of Seller or ESI,
threatening to assert any deficiency or assessment for additional taxes with
respect to the Company.

               (d) All amounts required to be withheld by the Company and paid
to governmental agencies for income, social security, unemployment insurance,
sales, excise, use and other taxes have been collected or withheld and paid to
the proper taxing authority. The Company has made all deposits required by law
to be made with respect to employees' withholding and other employment taxes.

               Section 2.14. EMPLOYEES. The Company is not a party to or bound
by any collective bargaining agreement, nor has the Company experienced any
strike or material grievance, unfair labor practice or other collective
bargaining dispute within the three year period prior to the date hereof. To the
knowledge of Seller and ESI, the Company has not committed any wrongful
discharge or other wrongful act with respect to the employment or termination of
any employee prior to the Closing Date that, individually or in the aggregate,
can reasonably be anticipated to result in a Material Adverse Effect. Schedule
2.14 sets forth a complete list of the names, titles and rates of compensation
at the date hereof of all

                                      -12-
<PAGE>
employees, nonemployee officers or directors and key consultants and independent
contractors of the Company. Except as set forth on Schedule 2.14, there are no
employment agreements, whether written or oral, to which the Company is a party.
The Company is not aware of any employee of the Company who is not a citizen of,
or authorized in accordance with federal immigration laws to be employed in, the
United States.

               Section 2.15. EMPLOYEE BENEFIT PLANS. Schedule 2.15 hereto
comprises a listing of each bonus, stock option, stock purchase, benefit, profit
sharing, savings, retirement, liability, insurance, incentive, deferred
compensation, and other similar fringe or employee benefit plans, programs or
arrangements for the benefit of or relating to, any employee of, or independent
contractor or consultant to, and all other compensation practices, policies,
terms or conditions, whether written or unwritten (the "Employee Plans") which
the Company presently maintains, to which the Company presently contributes or
under which the Company has any liability and which relates to employees or
independent contractors of the Company. The Employee Plans administered by the
Company have been administered in all material respects in accordance with all
requirements of applicable law and terms of each such plan. Each Employee Plan
that is required or intended to be qualified under applicable law or registered
or approved by a governmental agency or authority, has been so qualified,
registered or approved by the appropriate governmental agency or authority and,
to the best of the Seller's and ESI's knowledge, nothing has occurred since the
date of the last qualification, registration or approval to adversely affect, or
cause, the appropriate governmental agency or authority to revoke such
qualification, registration or approval. Except as set forth in Schedule 2.15
all contributions (including premiums) in material amounts required by law or
contract to have been made or approved by the Company under or with respect to
Employee Plans have been paid or accrued by the Company. Without limiting the
foregoing, there are no material unfunded liabilities under any Employee Plan.
Neither the Seller nor ESI has received notice of any investigations, litigation
or other enforcement actions against the Company with respect to any of the
Employee Plans.

               Section 2.16. TITLE TO PROPERTY. The Company has good and
marketable title, or valid leasehold rights (in the case of leased property), to
all real property and all personal property purported to be owned or leased by
it or used in the operation of its business, free and clear of all encumbrances,
excluding (i) liens for taxes, fees, levies, imposts, duties or governmental
charges of any kind which are not yet delinquent or are being contested in good
faith by appropriate proceedings which suspend the collection thereof; (ii)
liens for mechanics, materialmen, laborers, employees, suppliers or other which
are not yet delinquent or are being contested in good faith by appropriate
proceedings; (iii) liens created in the ordinary course of business

                                      -13-
<PAGE>
in connection with the leasing or financing of office, computer and related
equipment and supplies; (iv) easements and similar encumbrances ordinarily
created for fuller utilization and enjoyment of property; (v) liens set forth on
Schedule 2.16; and (vi) liens or defects in title or leasehold rights that are
not reasonably likely to have a Material Adverse Effect. All of such owned or
leased property with a value in excess of $10,000 is listed on Schedule 2.16
hereto, as well as a brief description of each such property, which if leased
shall include the termination date of such lease. The Company has provided Buyer
with true, complete and correct copies of all title reports and insurance
policies relating to any of the real properties listed as being owned or leased
in Schedule 2.16 and of all leases under which the Company is leasing each of
the properties listed in Schedule 2.16 as being leased. The fixed assets of the
Company are affixed only to one or more of the real properties listed in
Schedule 2.16 and, except as set forth therein, are well-maintained and adequate
for the purposes for which they presently are being used or held for use,
ordinary wear and tear excepted. All the property, plant and equipment of the
Company are in good working order and condition, ordinary wear and tear
expected, and adequate for the purposes for which they presently are being used
or held for use.

               Section 2.17. INVESTMENT. ESI is acquiring the Payment Shares and
will acquire the Make Whole Shares solely for its own account as an investment
and not with a view to, or for offer or resale in connection with, any
distribution thereof within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations promulgated
thereunder. ESI is an "accredited investor" as that term is defined in Rule 501
promulgated under the Act.

               Section 2.18. RELATED PARTY AGREEMENTS. Except as set forth in
Schedule 2.18, there are no contracts or other agreements, written or oral, to
which the Company is a party or is bound or by which any property of the Company
is bound or may be subject and to which the Seller or any of its Affiliates (as
such term is defined in the Securities Act) also is a party.

               Section 2.19. RELATIONS WITH GOVERNMENTS, ETC. The Company has
not made, offered or agreed to offer anything of value to any governmental
official, political party or candidate for government office which would cause
the company to be in violation of the Foreign Corrupt Practices Act of 1977 or
any governmental requirement to a similar effect.

               Section 2.20. INVENTORIES. All inventories, net of reserves
determined in accordance with GAAP, of the Company which are classified as such
on the Company Financial Statements are merchantable and salable or usable in
the ordinary course of business. The Company does not depend on any single
vendor for its inventories the loss of which could have a Material Adverse
Effect.

                                      -14-
<PAGE>
               Section 2.21. INSURANCE. Set forth on Schedule 2.21 is a list of
all insurance policies carried by the company, a list of all insurance loss runs
and worker's compensation claims received for the most recently ended three
policy years, and true, complete and correct copies of all insurance policies
carried by the Company which are in effect as of the date hereof, all of which
(A) have been issued by insurers of recognized responsibility and (B) currently
are, and will remain without interruption through the Closing Date, in full
force and effect. No insurance carried by the Company has been canceled by the
insurer during the past five years, and the Company has never been denied
coverage nor received any notice or other communication from any issuer of any
such insurance policy of any material increase in any deductibles, retained
amounts or the premiums payable thereunder, or any threatened increase in
deductibles, retainages or premiums.

               Section 2.22. BROKERS. Except as disclosed on Schedule 2.22, all
negotiations relative to this Agreement and the transactions contemplated hereby
have been carried on by or on behalf of Seller, ESI and the Company in such a
manner as not to give rise to any claim against Buyer, any Affiliate (as such
term is defined in the rules and regulations promulgated under the Securities
Act) thereof, Seller, ESI or the Company for a finder's fee, brokerage
commission, advisory fee or other similar payment.

               Section 2.23. CLOSING DATE EFFECT. All of the representations and
warranties of Seller and ESI are true and correct as of the date hereof and
shall be true and correct on and as of the Closing Date with the same force and
effect as if such representations and warranties were made by Seller to Buyer on
the Closing Date.

                                  ARTICLE III.

                     REPRESENTATIONS AND WARRANTIES OF BUYER

               Buyer represents and warrants to Seller and ESI that:

               Section 3.1. CORPORATE EXISTENCE. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Colorado. Complete and correct copies of the Articles of Incorporation of Buyer
and all amendments thereto, certified by the Secretary of State of the State of
Colorado, and the By-laws of Buyer, and all amendments thereto, certified by the
Secretary of Buyer, heretofore have been delivered to Seller. As a result of the
business conducted by Buyer or the character or location of its properties,
Buyer is duly qualified to do business and is in good standing in those states
listed on Schedule 3.1 hereto, which are the only states where the nature of the
business conducted by it or the character or location of its properties requires
such qualification and where the failure to so qualify would have a material
adverse effect upon the business,

                                      -15-
<PAGE>
operations, assets, properties, rights or condition (financial or otherwise) or
prospects of Buyer or upon the ability of the Buyer to consummate the
transactions contemplated by this Agreement (a "Buyer Material Adverse Effect").

               Section 3.2. AUTHORIZATION; VALIDITY. Buyer has all requisite
corporate power and authority to enter into this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby. No
declaration, recording or registration with, or notice to, or authorization,
consent or approval of, any governmental or regulatory body or authority is
necessary for the execution and delivery of this Agreement by Buyer or the
consummation by Buyer of the transactions contemplated hereby, other than such
declarations, filings, registrations, notices, authorizations, consents or
approvals which, if not made or obtained, as the case may be, would not, in the
aggregate, have a Buyer Material Adverse Effect. All necessary corporate action
has been taken by Buyer with respect to the execution, delivery and performance
by Buyer of this Agreement and the consummation of the transactions contemplated
hereby. Assuming the due execution and delivery of this Agreement by Seller and
ESI, this Agreement is a legal, valid and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws of
general application affecting the enforcement of creditors' rights and general
principles of equity (whether applied in a proceeding at law or in equity).
There does not exist any circumstances that would operate to terminate, reduce,
alter or impair the obligation of Buyer to issue the Make Whole Shares or that
give rise to or would give rise to a right of set-off by Buyer or any defense to
the performance of Buyer's obligation to issue the Make Whole Shares in
accordance with the terms of this Agreement.

               Section 3.3. NO BREACH OF STATUTE OR CONTRACT. Neither the
execution and delivery of this Agreement, nor the consummation by Buyer of the
transactions contemplated hereby, nor compliance by Buyer with any of the
provisions hereof, will (a) violate or cause a default under any statute
(domestic or foreign), judgment, order, writ, decree, rule or regulation of any
court or governmental authority applicable to Buyer or any of its material
properties; (b) breach or conflict with any of the terms, provisions or
conditions of the Articles of Incorporation or By-laws of Buyer; or (c) violate,
conflict with or breach or require the authorization, consent or approval of any
party under any agreement, contract, mortgage, instrument, indenture or license
to which Buyer is a party or by which Buyer is or may be bound, or constitute a
default (in and of itself or with the giving of notice, passage of time or both)
thereunder, or result in the creation or imposition of any encumbrance upon, or
give to any other party or parties, any claim, interest or right, including
rights of termination or cancellation, in or with respect to any of Buyer's
properties.

                                      -16-
<PAGE>
               Section 3.4. CAPITALIZATION; BUYER COMMON STOCK. Buyer's
authorized capital stock consists of (i) 25,000,000 shares of Buyer Common
Stock, of which 15,665,492 shares are issued and outstanding on the date hereof
and will be outstanding on the Closing Date and (ii) 10,000,000 shares of
Preferred Stock, $1.00 par value, of which there are no shares issued and
outstanding on the date hereof. Except as set forth in Schedule 3.4, there are
no subscriptions, options, warrants, calls, rights, contracts, commitments,
understandings, restrictions or arrangements of any kind relating to the
issuance, sale or transfer by Buyer of its capital stock, including without
limitation, any rights of conversion or exchange under any outstanding
securities or other instruments. The issuance and delivery of the Payment Shares
and the Make Whole Shares have been duly and validly authorized by all necessary
corporate action on the part of Buyer and will be duly and validly issued, fully
paid and non-assessable. The Payment Shares and the Make Whole Shares will be
issued, transferred and delivered to ESI free and clear of any and all liens,
claims, charges, encumbrances, restrictions and agreements of any nature
whatsoever. The Payment Shares and the Make Whole Shares will not be issued,
transferred, and delivered to ESI in violation of any preemptive rights, rights
of first refusal or other similar rights.

               Section 3.5. SEC REPORTS AND FINANCIAL STATEMENTS. Except for
Buyer's Form 10-KSB which was filed two days late on October 16, 1998, Buyer has
timely filed with the SEC, and has heretofore made available to Seller and ESI
true and complete copies of, all forms, reports, schedules, statements and other
documents required to be filed by it under the Securities Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act") on or after June 30, 1998
(as such documents have been amended or supplemented since the time of their
filing and, in the case of registration statements and proxy statements, on the
dates of effectiveness and the dates of mailing, respectively (collectively, the
"Buyer SEC Reports"). At the time of filing, the Buyer SEC Reports (including
any financial statements or schedules included therein) (a) did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and (b) complied in all
material respects with the applicable requirements of the Securities Act and the
Exchange Act, as the case may be. The audited consolidated financial statements
and unaudited interim consolidated financial statements (including the related
notes) of Buyer included in the Buyer SEC Reports have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis (except as may be indicated therein or in the notes thereto) and fairly
present in all material respects the financial position of Buyer and its
subsidiaries as of the dates thereof and the results of their operations and
changes in financial position for the periods then ended, subject, in the case
of the unaudited interim financial

                                      -17-
<PAGE>
statements, to normal year-end audit adjustments and any other adjustments
described therein (which will not be material individually or in the aggregate).

               Section 3.6. ABSENCE OF UNDISCLOSED LIABILITIES. Except as
disclosed in the Buyer SEC Reports, Buyer has no material debts, liabilities or
obligations of any kind, whether accrued, absolute, contingent or other, whether
due or to become due, that would have a Buyer Material Adverse Effect.

               Section 3.7. ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set
forth on Schedule 3.7 hereto, since June 30, 1998, no event or circumstance has
occurred resulting or reasonably likely to result in a Buyer Material Adverse
Effect. Without limiting the generality of the foregoing, since that date, there
has not been with respect to Buyer:

               (a) Any change in its business, operations (as now conducted or
as presently proposed to be conducted), assets, properties or rights, prospects
or condition (financial or otherwise), or combination thereof which reasonably
could be expected to result in a Buyer Material Adverse Effect;

               (b) Other than in the usual and ordinary course of business, any
increase in amounts payable by Buyer to or for the benefit of or committed to be
paid by Buyer to or for the benefit of any officer, director, stockholder,
consultant, agent or employee of Buyer, in any capacity, or in any benefits
granted under any bonus, stock option, profit sharing, pension, retirement,
deferred compensation, insurance, or other direct or indirect benefit plan with
respect to any such person;

               (c) Any transaction entered into or carried out other than in the
ordinary and usual course of its business, including without limitation, any
transaction resulting in the incurrence of liabilities or obligations;

               (d) Any material change made in the methods of doing business or
in the accounting principles or practices or the method of application of such
principles or practices;

               (e) Any mortgage, pledge, lien, security interest, hypothecation,
charge or other encumbrance imposed or agreed to be imposed on or with respect
to any of its properties that will not be discharged prior to the Closing Date
except for financing statements filed by personal property lessors as a matter
of notification only;

               (f) Except in the ordinary course of business, any sale, lease or
other disposition of, or any agreement to sell, lease or otherwise dispose of
any of its properties, assets or services, individually or in the aggregate, in
excess of $25,000;

                                      -18-
<PAGE>
               (g) Any purchase of or any agreement to purchase capital assets
or any lease or any agreement to lease, as lessee, any capital assets,
individually or in the aggregate, with a purchase price or carrying value in
excess of $25,000;

               (h) Any modification, waiver, change, amendment, release,
rescission or termination of, or accord and satisfaction with respect to, any
material term, condition or provision of any contract, agreement, license or
other instrument to which the Company is a party, other than any satisfaction by
performance in accordance with the terms thereof in the usual and ordinary
course of its business;

               (i) Any declaration of, or dividend or other distribution to the
Company's shareholders, purchase, redemption or reclassification of any of the
Company's capital stock or stock split, stock dividend, exchange or
recapitalization or execution of any agreement in respect of the foregoing;

               (j) Any damage, destruction or similar loss, whether or not
covered by insurance, adversely affecting Buyer's business; or

               (k) Any commitment by the Buyer to do any of the foregoing.

               Section 3.8. LITIGATION. Schedule 3.8 sets forth a complete and
accurate list as of the date hereof of all Proceedings pending or, to Buyer's
knowledge, threatened against or affecting the Buyer or any of the Buyer's
properties or to Buyer's knowledge any of Buyer's officers or directors in their
capacities as such, in, before or by any Governmental Authority. Buyer shall
update Schedule 3.8 as of the Closing Date, but any information on such updated
schedule relating to Proceedings arising after the date hereof shall not
constitute a breach of this Section 3.8 unless such Proceedings have had or can
reasonably be expected to have a Buyer Material Adverse Effect. Except as set
forth on Schedule 3.8 or as disclosed in the Buyer SEC Reports, there is no
Proceeding pending or, to the knowledge of Buyer, threatened against or
affecting the Buyer or any of the Buyer's properties or to Buyer's knowledge any
of the Buyer's officers or directors in their capacity as such, in, before or by
any Governmental Authority that has had or can reasonably be expected to have a
Buyer Material Adverse Effect, nor has any Governmental Authority notified the
Buyer prior to the date hereof of any intention to conduct any investigation
with respect to Buyer. The Buyer is not subject to or in default with the
respect to any judgment, order, writ, injunction or decree or any governmental
restriction.

               Section 3.9. COMPLIANCE WITH LAWS; ENVIRONMENTAL MATTERS.

                                      -19-
<PAGE>
               (a) Buyer is in compliance in all material respects with all
laws, ordinances, regulations and orders applicable to its business and Buyer
has no notice or actual knowledge of any violations thereof, whether actual,
claimed or alleged, except as disclosed on Schedule 3.9 hereto and except for
those instances of non-compliance or those violations as are not reasonably
likely to have a Buyer Material Adverse Effect.

               (b) Buyer is not the subject of or, to its knowledge, being
threatened to be the subject of (i) any enforcement proceeding, or (ii) any
investigation, brought in either case under any Environmental Law, at any time
in effect or (iii) any third party claim relating to the violation of any
Environmental Law on or off the properties of Buyer. Buyer has not been notified
that it must obtain any permits and licenses or file documents for the operation
of its business under any Environmental Laws. Buyer has not been notified of any
conditions on or off its properties that can reasonably be expected to give rise
to any Environmental Law and that would result in a Buyer Material Adverse
Effect.

               (c) Except as disclosed on Schedule 3.9, there are no Hazardous
Substances that Buyer has used, stored or otherwise held in or on any of the
facilities of Buyer that are present at or have migrated from the facilities,
whether contained in ambient air, surface water, groundwater, land surface or
subsurface strata.

               Section 3.10. TAXES. Except as set forth on Schedule 3.10:

               (a) Buyer and its subsidiaries have duly filed all federal,
state, local and foreign tax returns and tax reports required to be filed by
them prior to the date hereof and will file, on or before the Closing Date, all
such returns and reports which are required to be filed after the date hereof
and on or before the Closing Date, all such returns and reports are true,
correct and complete in all material respects, none of such returns and reports
has been amended, and all taxes, assessments, fees and other governmental
charges arising under such returns and reports (i) have been fully paid (or,
with respect to any returns or reports filed between the date hereof and the
Closing Date, will be) or (ii) are being contested in good faith by appropriate
proceedings (and are set forth on Schedule 3.10);

               (b) Schedule 3.10 sets forth the dates and results of any and all
audits of federal, state, local and foreign tax returns of Buyer and its
subsidiaries have performed by federal, state, local or foreign taxing
authorities. No waivers of any applicable statutes of limitations are
outstanding. All deficiencies proposed as a result of any audits have been paid
or settled. There is no pending or threatened federal, state, local or foreign
tax audit of Buyer and its subsidiaries and no agreement with any federal,

                                      -20-
<PAGE>
state, local or foreign tax authority that may affect the subsequent tax
liabilities of the Company; and

               (c) Buyer and its subsidiaries have no material liabilities for
taxes other than as shown on the financial statements included in the Buyer SEC
Reports, and no federal, state, local or foreign tax authority is now asserting
or, to the knowledge of Buyer, threatening to assert any deficiency or
assessment for additional taxes with respect to the Company.

               (d) All amounts required to be withheld by the Buyer and paid to
governmental agencies for income, social security, unemployment insurance,
sales, excise, use and other taxes have been collected or withheld and paid to
the proper taxing authority. The Buyer has made all deposits required by law to
be made with respect to employees' withholding and other employment taxes.

               Section 3.11. INVESTMENT. The Buyer is acquiring the Shares
solely for its own account as an investment and not with a view to, or for offer
or resale in connection with, any distribution thereof within the meaning of the
Securities Act, and the rules and regulations promulgated thereunder. Buyer is
an "accredited investor" as that term is defined in Rule 501 promulgated under
the Act.

               Section 3.12. RELATED PARTY AGREEMENTS. Except as set forth in
Schedule 3.12, there are no contracts or other agreements, written or oral, to
which the Buyer is a party or is bound or by which any property of the Buyer is
bound or may be subject and to which the Buyer or any of its Affiliates (as such
term is defined in the Securities Act) also is a party.

               Section 3.13. EMPLOYEES. The Buyer is not a party to or bound by
any collective bargaining agreement, nor has the Buyer experienced any strike or
material grievance, unfair labor practice or other collective bargaining dispute
within the three year period prior to the date hereof. The Buyer has not
committed any wrongful discharge or other wrongful act with respect to the
employment or termination of any employee prior to the Closing Date that,
individually or in the aggregate, can reasonably be anticipated to result in a
Material Adverse Effect. Schedule 3.13 sets forth a complete list of the names,
titles and rates of compensation at the date hereof of all employees,
nonemployee officers or directors and key consultants and independent
contractors of the Buyer. Except as set forth on Schedule 3.13, there are no
Employment Agreements, whether written or oral, to which the Buyer is a party.
The Buyer is not aware of any employee of the Buyer who is not a citizen of, or
authorized in accordance with federal immigration laws to be employed in, the
United States.

               Section 3.14. RELATIONS WITH GOVERNMENTS, ETC. The Buyer
has not made, offered or agreed to offer anything of value to any

                                      -21-
<PAGE>
governmental official, political party or candidate for government office which
would cause the Buyer to be in violation of the Foreign Corrupt Practices Act of
1977 or any governmental requirement to a similar effect.

               Section 3.15. BROKERS. Except as disclosed on Schedule 3.15 all
negotiations relative to this Agreement and the transactions contemplated hereby
have been carried on by or on behalf of Buyer in such a manner as not to give
rise to any claim against Buyer, Seller or ESI, any Affiliate thereof, or the
Company for a finder's fee, brokerage commission, advisory fee or other similar
payment.

               Section 3.16. CLOSING DATE EFFECT. All of the representations and
warranties of Buyer are true and correct as of the date hereof and shall be true
and correct on and as of the Closing Date with the same force and effect as if
such representations and warranties were made by Buyer to Seller and ESI on the
Closing Date.

                                   ARTICLE IV.

                                    COVENANTS

               Section 4.1.  ACCESS TO INFORMATION.

               (a) ESI and Seller shall cause the Company to afford to Buyer
and, on a need to know basis, its accountants, counsel, financial advisors and
other representatives (the "Buyer Representatives") full access during normal
business hours throughout the period prior to the Closing Date to all of its
properties, books, contracts, commitments and records (including, but not
limited to, tax returns) and, during such period, shall furnish promptly to the
Buyer or Buyer Representatives such other information concerning the Company's
business as Buyer shall reasonably request; provided that no investigation
pursuant to this Section 4.1 shall amend or modify any representations or
warranties made herein or the conditions to the obligations of the respective
parties to consummate the transactions contemplated hereby. Buyer shall treat,
and shall cause the Buyer Representatives to treat, all such materials and
information in accordance with Section 4.5 hereof.

               (b) Buyer shall afford ESI, Seller and, on a need to know basis,
their respective accountants, counsel, financial advisors and other
representatives (the "Seller Representatives") full access during normal
business hours throughout the period prior to the Closing Date to all of the
respective properties, books, contracts, commitments and records (including, but
not limited to, tax returns) of Buyer and its subsidiaries and, during such
period, shall furnish promptly to Seller, ESI or the Seller Representatives (i)
a copy of each report, schedule and other

                                      -22-
<PAGE>
document filed by any of them with the SEC in connection with the transactions
contemplated by this Agreement or that may have a material effect on their
respective businesses, and (ii) such other information concerning Buyer's
business as Seller and ESI shall reasonably request; provided that no
investigation pursuant to this Section 4.1 shall amend or modify any
representations or warranties made herein or the conditions to the obligations
of the respective parties to consummate the transactions contemplated hereby.
Seller and ESI shall treat, and shall cause the Seller Representative to treat,
all such materials and information in accordance with the terms and conditions
of the Non-Disclosure Agreement.

               Section 4.2. AGREEMENT TO COOPERATE. Subject to the terms and
conditions herein provided, each of the parties hereto shall use all reasonable
efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement, including using its reasonable efforts to obtain all necessary
or appropriate waivers, consents and approvals and to effect all necessary
filings and submissions.

               Section 4.3. CONDUCT OF BUSINESS PRIOR TO THE CLOSING DATE.

               (a) During the period from the date of this Agreement to the
Closing Date, except as otherwise contemplated by this Agreement or consented to
or approved by Buyer in writing, ESI and Seller shall cause the Company (i) to
conduct its business in the usual, regular and ordinary course consistent with
past practice and prudent business principles and (ii) to use its reasonable
efforts to maintain and preserve intact its business organization, employees,
goodwill with customers and advantageous business relationships and to retain
the services of its officers and key employees.

               (b) Seller and ESI agree that on and or after the date hereof and
prior to the Closing Date, without the consent of Buyer, Seller and ESI shall
not cause or otherwise suffer or permit the Company to:

               (i) incur or become subject to, or agree to incur or become
subject to, any obligation or liability (absolute or contingent) except current
liabilities incurred, and obligations under contracts entered into, in the
ordinary course of business;

               (ii) mortgage, pledge or subject to lien, charge or any
encumbrance, any of the Company's properties or agree so to do;

               (iii) sell or transfer or agree to sell or transfer any of its
assets, properties or services or cancel or agree to cancel

                                      -23-
<PAGE>
any debt or claim, except in each case in the ordinary course of business;

               (iv) consent or agree to a waiver of any right of substantial
value;

               (v) terminate any contract, agreement, license or other
instrument to which it is a party that provides for monthly payments by or to
the Company in excess of $10,000;

               (vi) through negotiation or otherwise, make any commitment or
incur any liability or obligation to any labor organization except in the
ordinary course of business consistent with past practice;

               (vii) make or agree to make any accrual or arrangement for or
payment of bonuses or special compensation of any kind to any officer, employee
or agent;

               (viii) terminate any employee of the Company earning in excess of
$25,000 per annum or directly or indirectly pay or make a commitment to pay any
severance or termination pay to any officer, employee or agent except in the
ordinary course of business consistent with past practice;

               (ix) introduce any new method of management, operation or
accounting with respect to its business or any of the assets, properties or
rights applicable thereto;

               (x) make capital expenditures or commitments therefor in excess
of $10,000 except for repairs and maintenance in the ordinary course of business
consistent with past practice; or

               (xi) authorize or enter into any agreement to do any of the
foregoing.

               Section 4.4. CONDUCT OF BUYER'S BUSINESS PRIOR TO THE CLOSING
DATE. Buyer agrees that, between the date of this Agreement and the Closing
Date, except (a) for any actions taken by Buyer relating to any other
acquisitions or business combinations or (b) as expressly contemplated by any
other provision of this Agreement, unless Seller and ESI shall otherwise agree
in writing, (x) the respective business of Buyer and its subsidiaries shall be
conducted only in, and shall not take any action except in, the ordinary course
of business consistent with past practice. By way of amplification and not
limitation, except (a) for any actions taken by Buyer relating to any other
acquisitions or business combinations or (b) as expressly contemplated by any
other provision of this Agreement, neither Buyer nor its subsidiaries shall,
between the date of this Agreement and the Closing Date, directly or indirectly,
do, or agree to do, any of the following

                                      -24-
<PAGE>
without the prior written consent of Seller and ESI, which consent shall not be
unreasonably withheld or delayed:

                      (i) declare, set aside, make or pay any dividend or other
                      distribution, payable in cash, stock, property or
                      otherwise, with respect to any of its capital stock,
                      except that any subsidiary of Buyer may pay dividends or
                      make other distributions to Buyer or any other subsidiary
                      of Buyer;

                      (ii) reclassify, combine, split, subdivide or redeem,
                      purchase or otherwise acquire, directly or indirectly, any
                      of its capital stock;

                      (iii) sell, transfer, license, sublicense or otherwise
                      dispose of any material assets; or

                      (iv) authorize or enter into any formal or informal
                      agreement or otherwise make any commitment to do any of
                      the foregoing.

               Section 4.5. CONFIDENTIALITY. Each of the parties to this
Agreement covenants and agrees to hold in strict confidence all data and
information obtained from the other party hereto or any subsidiary, division,
associate, representative, agent or affiliate of any such party, including but
not limited to information furnished prior to the date hereof (unless such
information is or becomes publicly available without the fault of any
representative of such party, or public disclosure of such information is
required by law in the opinion of counsel to such party) and shall insure that
such representatives do not disclose information to others without the prior
written consent of the other party hereto, and in the event of the termination
of this Agreement, to cause its representatives to return promptly every
document furnished by the other party hereto or any subsidiary, division,
associate, representative, agent or affiliate of any such party in connection
with the transactions contemplated hereby and any copies thereof which may have
been made, other than documents which are publicly available.

               Section 4.6. ANNOUNCEMENTS. None of the parties to this Agreement
nor any of their respective Affiliates shall make any public announcements prior
to the Closing Date or any time thereafter with respect to this Agreement or the
transactions contemplated hereby without the written consent of the other
parties hereto, unless advised by counsel that such disclosure is required by
law (in which event such party shall promptly notify the other parties hereto).

                                      -25-
<PAGE>
               Section 4.7. SATISFACTION OF CONDITIONS. Each of the parties
hereto shall use its best efforts to fulfill or obtain the fulfillment of all of
the conditions to Closing.

               Section 4.8. NOTICE OF DEVELOPMENTS. Buyer, ESI and Seller agree
to give each other prompt written notice in the event its own representations
and warranties are discovered to be untrue as of the time made or in the event
such party determines that such representations and warranties shall be untrue
as if made at and as the Closing Date. No disclosure by Buyer, ESI or Seller
pursuant to this Section 4.8, however, shall be deemed to or shall supplement
the schedules hereto or to cure any misrepresentation or breach of warranty;
PROVIDED, HOWEVER, that the delivery of or failure to deliver any notice
pursuant to this Section 4.8 shall not limit or otherwise affect the remedies
available hereunder to the party receiving such notice.

               Section 4.9. REPORTING STATUS. Until one year after the date as
of which the Seller may sell all of the Purchase Shares without restriction
pursuant to Rule 144(k) promulgated under the Securities Act, the Buyer shall
use its best efforts to timely file all reports required to be filed with the
SEC pursuant to the Exchange Act and to maintain its status as an issuer
required to file reports under the Exchange Act even if the Exchange Act or the
rules and regulations thereunder would otherwise permit such termination.

               Section 4.10. AMEX LISTING. The Buyer shall use reasonable
efforts to secure the listing of the Buyer Common Shares, including the Payment
Shares and the Make Whole Shares, on the American Stock Exchange.

               Section 4.11. BOARD REPRESENTATIVE. Buyer shall appoint a
designee of ESI to its Board of Directors at the earliest practicable date
following the Closing Date and shall nominate and recommend the re-election of
such designee at its next annual meeting of stockholders; provided, however,
that if Seller shall no longer own at least 5% of the issued and outstanding
shares of Buyer Common Stock the Buyer shall have no further obligation under
this Section 4.11. In the event that ESI chooses not to seek the appointment of
a designee to the Buyer's Board of Directors, the Buyer shall (i) allow a
representative of ESI to attend and observe meetings of its Board of Directors
and (ii) provide ESI with all notices and other documents provided to its Board
of Directors.

               Section 4.12. COMPANY FUNDING. The Buyer will secure equity or
debt financing on or prior to the Closing Date in an amount which Buyer and ESI
reasonably believe will be sufficient to satisfy the creditors of the Company.
The Buyer will make a capital contribution (the "Capital Contribution") to the
Company in an amount to be reasonably agreed to by the Buyer and ESI, the
proceeds of which shall be used to satisfy creditors of the Company

                                      -26-
<PAGE>
and to fund the commencement of the Company's operations. In addition, Buyer
shall use its best efforts to secure the release of ESI as guarantor of
indebtedness of the Company set forth on Schedule 4.12, including without
limitation, (a) executing agreements with creditors of the Company to provide a
guaranty to such creditors in a form reasonably satisfactory to such creditors,
and (b) providing such creditors with all of the information it requests on a
timely basis.

                                   ARTICLE V.

                                     CLOSING

               Section 5.1. CLOSING. This transaction shall close and all
deliveries to be made at the time of closing (the "Closing") shall take place at
10:00 a.m., local time, on November 30, 1998, or on such other date as may be
agreed upon from time to time in writing by Seller and Buyer (the "Closing
Date"). The Closing shall take place at the offices of Short & Ketchand, 11
Greenway Plaza, Suite 1512, Houston Texas 77046, or at such other place as the
Buyer and the Seller shall mutually agree.

               Section 5.2. DELIVERIES BY SELLER AND ESI. On or prior to the
Closing Date, Seller and ESI shall deliver to Buyer, duly and properly executed,
the following:

               (a) A certificate or certificates representing the Shares, duly
endorsed in blank for transfer or accompanied by separate stock powers duly
executed in blank, with all necessary documentary stamps evidencing the payment
of all applicable transfer taxes.

               (b) Resolutions of the Board of Directors of Seller and ESI
authorizing the execution and delivery of this Agreement by Seller and the
performance of its obligations hereunder, certified by the Secretary of each of
the Seller and ESI.

               (c) A certificate of the Secretary of State of Texas dated as of
a recent date as to the good standing of the Company in such state.

               (d) A certificate of the Secretary of State of each state listed
on Schedule 2.1, dated as of a recent date as to the good standing of the
Company in each such state.

               (e) A Certificate of the President and Secretary of Seller and
ESI in accordance with Section 6.1(d).

               (f) A Registration Rights Agreement to be entered into by and
between Buyer and ESI, in the form attached hereto as Exhibit A (the
"Registration Rights Agreement").

                                      -27-
<PAGE>
               (g) Such other separate instruments or documents that Buyer may
reasonably deem necessary or appropriate in order to consummate the transactions
contemplated by this Agreement including, without limitation, all regulatory and
contractual consents of third parties.

               Section 5.3. DELIVERIES BY BUYER. On or prior to the Closing
Date, Buyer shall deliver to Seller and ESI all duly and properly executed, the
following:

               (a) Resolutions of the Board of Directors of Buyer authorizing
the execution and delivery of this Agreement by Buyer and the performance of its
obligations hereunder, certified by the Secretary of Buyer.

               (b) A certificate of the Secretary of State of Colorado dated as
of a recent date as to the good standing of Buyer in such state.

               (c) A certificate of the President and Secretary of Buyer in
accordance with Section 6.2(d).

               (d) The Payment Shares, registered in the name of ESI or its
designee, any such designation to be made by ESI in writing and delivered to
Buyer not later than two days prior to the Closing Date.

               (e)    The Registration Rights Agreement.

               (f) Such other separate instruments or documents that Seller and
ESI may reasonably deem necessary or appropriate in order to consummate the
transactions contemplated by this Agreement.

                                   ARTICLE VI.

                       CONDITIONS PRECEDENT TO OBLIGATIONS

               Section 6.1. CONDITIONS TO OBLIGATIONS OF BUYER. Each and every
obligation of Buyer to be performed on the Closing Date shall be subject to the
satisfaction as of or before the Closing Date of the following conditions
(unless waived in writing by Buyer):

               (a) REPRESENTATIONS AND WARRANTIES. Seller's and ESI's
representations and warranties set forth in Article II of this Agreement shall
have been true and correct in all respects when made and shall be true and
correct in all material respects at and as of the Closing Date as if such
representations and warranties were made as of the Closing Date, except for
changes permitted or contemplated by this Agreement and except to the extent
that any

                                      -28-
<PAGE>
representation or a warranty is made as of a specified date, in which case such
representation or warranty shall be true in all material respects as of such
date.

               (b) PERFORMANCE OF AGREEMENT. All covenants, conditions and other
obligations under this Agreement which are to be performed or complied with by
Seller and ESI shall have been fully performed and complied with on or prior to
the Closing Date, including, without limitation, the delivery of the fully
executed instruments and documents in accordance with Section 5.2 hereof.

               (c) NO ADVERSE PROCEEDING. There shall be no pending or
threatened claim, action, litigation or proceeding, judicial or administrative,
or governmental investigation against Buyer, Seller, ESI or the Company, for the
purpose of enjoining or preventing the consummation of this Agreement, or
otherwise claiming that this Agreement or the consummation hereof is illegal.

               (d) CERTIFICATE. Seller and ESI shall have delivered to Buyer a
certificate, dated the Closing Date, executed by Seller's and ESI's President
and Secretary, to the effect that (i) the conditions set forth in subsections
(a) and (b) and, to the best knowledge of such officers, (c), of this Section
6.1 have been satisfied and (ii) the Articles of Incorporation and By-laws of
the Company shall have not been amended since the date upon which certified
copies of each had been delivered to Buyer and remain in full force and effect.

               (e) CONSENTS AND APPROVALS. All consents, approvals and
authorizations of all material contracts, licenses, agreements or instruments
required for consummation of the transactions contemplated by this Agreement
shall have been received and shall be in full force and effect.

               (f) NO MATERIAL ADVERSE EFFECT. There shall not have occurred any
event or circumstance resulting or reasonably likely to result in a Material
Adverse Effect.

               (g) LEASE AGREEMENT. Buyer shall have entered into a real
property lease or sublease (the "Lease Agreement") with the lessor or the
sublessor for a portion used by the Company in the premises located at the Port
of Bay City, in a form reasonably satisfactory to Buyer.

               Section 6.2. CONDITIONS TO OBLIGATIONS OF SELLER AND ESI. Each
and every obligation of Seller and ESI to be performed on the Closing Date shall
be subject to the satisfaction as of or before the Closing Date of the following
conditions (unless waived in writing by Seller or ESI):

               (a) REPRESENTATIONS AND WARRANTIES. Buyer's representations and
warranties set forth in Article III of this

                                      -29-
<PAGE>
Agreement shall have been true and correct in all material respects when made
and shall be true and correct in all material respects at and as of the Closing
Date as if such representations and warranties were made as of the Closing Date,
except for changes permitted or contemplated by this Agreement and except to the
extent that any representation or a warranty is made as of a specified date, in
which case such representation or warranty shall be true in all material
respects as of such date.

               (b) PERFORMANCE OF AGREEMENT. All covenants, conditions and other
obligations under this Agreement which are to be performed or complied with by
Buyer shall have been fully performed and complied with on or prior to the
Closing Date including, without limitation, the delivery and the fully executed
instruments and documents in accordance with Section 5.3 hereof.

               (c) NO ADVERSE PROCEEDING. There shall be no pending or
threatened claim, action, litigation or proceeding, judicial or administrative,
or governmental investigation against Buyer, Seller or the Company, for the
purpose of enjoining or preventing the consummation of this Agreement, or
otherwise claiming that this Agreement or the consummation hereof is illegal.

               (d) CERTIFICATE. Buyer shall have delivered to Seller and ESI a
certificate, dated the Closing Date, executed by Buyer's President and Secretary
to the effect that (i) the conditions set forth in subsections (a) and (b) and,
to the best knowledge of such officers, (c), of this Section 6.2 have been
satisfied and (ii) the Articles of Incorporation and By-laws of Buyer shall have
not been amended since the date upon which certified copies of each had been
delivered to Seller and remain in full force and effect.

               (e) NO BUYER MATERIAL ADVERSE EFFECT. There shall not have
occurred any event or circumstance resulting or reasonably likely to result in a
Buyer Material Adverse Effect, including but not limited to, a reduction of the
Fair Market Value of the Buyer Common Stock below $3.20. Fair Market Value shall
be calculated based upon the average of the closing sales prices of Buyer Common
Stock on the Nasdaq OTC Bulletin Board for any five consecutive trading days.

               (f) TAX FREE STATUS. The Seller shall have received advice of its
tax counsel that it will not be taxed upon receipt of the Payment Shares and the
Make Whole Shares.

               (g) COMPANY FUNDING; RELEASE OF GUARANTY. Buyer shall have made
the Capital Contribution to the Company. In addition, ESI and Seller shall have
been released from all obligations relating to the indebtedness of the Company
set forth on Schedule 4.12.

                                  ARTICLE VII.

                                      -30-
<PAGE>
                                 INDEMNIFICATION

               Section 7.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND
AGREEMENTS. Subject to the limitations set forth in this Article VII and
notwithstanding any investigation conducted at any time with regard thereto by
or on behalf of Buyer, ESI or the Seller, all representations, warranties,
covenants and agreements of Buyer, ESI and the Seller in this Agreement shall
survive the execution, delivery and performance of this Agreement and shall be
deemed to have been made again by the Buyer, ESI and the Seller at and as of the
Closing. The obligation of indemnity provided herein shall survive the Closing.

               Section 7.2. INDEMNIFICATION.

               (a) Subject to the limitations set forth in this Article VII,
Seller and ESI shall indemnify and hold harmless Buyer from and against any and
all losses, liabilities, damages, demands, claims, suits, actions, judgments or
causes of action, assessments, costs and expenses including, without limitation,
interest, penalties, reasonable attorneys' fees, any and all reasonable expenses
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever, and any and all amounts paid
in settlement of any claim or litigation (collectively, "Damages"), asserted
against, resulting to, imposed upon, or incurred or suffered by Buyer, directly
or indirectly, as a result of or arising from any inaccuracy in or breach of the
representations and warranties or covenants of the Seller or ESI contained in
this Agreement (individually an "Indemnifiable Claim" and collectively
"Indemnifiable Claims" when used in the context of Buyer as the Indemnified
Party (as hereinafter defined)).

               (b) Subject to the limitations set forth in this Article VII,
Buyer shall indemnify and hold harmless Seller and ESI from and against any and
all Damages asserted against, resulting to, imposed upon, or incurred or
suffered by Seller or ESI, directly or indirectly, as a result of or arising
from any inaccuracy in or breach of any of the representations and warranties or
covenants of the Buyer contained in this Agreement (individually an
"Indemnifiable Claim" and collectively "Indemnifiable Claims" when used in the
context of Seller or ESI as the Indemnified Party).

               (c) For purposes of this Article VII, all Damages shall be
computed net of any insurance coverage (from the amount of which coverage there
shall be deducted all costs and expenses, including attorneys' fees, of the
Indemnified Party not reimbursed by such coverage) with respect thereto that
reduces the Damages that would otherwise be sustained; PROVIDED, HOWEVER, that
in all cases, the timing of the receipt or realization of insurance proceeds
shall be taken into account in determining the amount of reduction of Damages.

                                      -31-
<PAGE>
               Section 7.3. LIMITATIONS ON INDEMNIFICATION. Rights to
indemnification hereunder are subject to the following limitations:

               (a) All obligations of indemnity provided herein resulting from
the assertion of liability with respect to any representations and warranties
(other than Sections 2.13 and 3.10 which shall survive for the applicable
statute of limitations including all extensions thereof and Sections 2.12, 2.14
and 3.4 which shall survive until eighteen months after the Closing Date) shall
terminate on the first anniversary of the Closing Date.

               (b) If, prior to the termination of any obligation to indemnify
as provided for herein, written notice of a claimed breach is given by the party
seeking indemnification including in detail the basis therefor (the "Indemnified
Party") to the party from whom indemnification is sought (the "Indemnifying
Party") or a suit or action based upon a claimed breach is commenced against the
Indemnified Party, the Indemnified Party shall not be precluded from pursuing
such claimed breach or suit or action, or from recovering from the Indemnifying
Party (whether through the courts or otherwise) on the claim, suit or action, by
reason of the termination otherwise provided for above.

               (c) The right of any party hereto to commence or assert an
action, suit, claim or proceeding for Damages in respect of the breach of a
representation or warranty contained herein shall terminate at the same time
that the obligation of indemnification provided herein with respect to such
breach shall terminate.

               (d) No party shall assert any claim against any other party or
parties for indemnification hereunder with respect to any breach of a
representation or warranty unless and until the amount of all such claims shall
exceed $20,000.

               Section 7.4. PROCEDURE FOR INDEMNIFICATION WITH RESPECT TO
THIRD-PARTY CLAIMS. The Indemnified Party shall give the Indemnifying Party
prompt written notice of any third party claim, demand, assessment, suit or
proceeding to which the indemnification set forth in Section 7.3 applies, which
notice to be effective must describe such claim in reasonable detail (the
"Indemnification Notice"). Notwithstanding the foregoing, the Indemnified Party
shall not have any obligation to give any notice of any assertion of liability
by a third party unless such assertion is in writing, and the rights of the
Indemnified Party to be indemnified hereunder in respect of any third party
claim shall not be adversely affected by its failure to give notice pursuant to
the foregoing unless and, if so, only to the extent that, the Indemnifying Party
is materially prejudiced thereby. The Indemnifying Party shall have the right to
control the defense or settlement of any such action subject to the provisions
set forth below, but the Indemnified Party may, at its election, participate in
the defense of any action or proceeding at its sole cost and expense.
Notwithstanding

                                      -32-
<PAGE>
the foregoing, if there exists a conflict of interest that would make it
inappropriate for the same counsel to represent both the Indemnified Party, on
the one hand, and the Indemnifying Party, on the other hand, in connection with
any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain
its own counsel as is reasonably satisfactory to the Indemnifying Party at the
Indemnifying Party's expense. In the event that such Indemnified Party shall
seek indemnification as provided herein, such Indemnified Party shall make
available to the Indemnifying Party, at its expense, all witnesses, pertinent
records, materials and information in the Indemnified Party's possession or
under the Indemnified Party's control relating thereto as is reasonably required
by the Indemnifying Party. Should the Indemnifying Party fail to defend any such
Indemnifiable Claim (except for failure resulting from the Indemnified Party's
failure to timely give notice of such Indemnifiable claim), then, in addition to
any other remedy, the Indemnified Party may settle or defend such action or
proceeding through counsel of its own choosing and may recover from the
Indemnifying Party the amount of such settlement, demand, or any judgment or
decree and all of its costs and expenses, including reasonable fees and
disbursements of counsel. Except as permitted in the preceding sentence, the
Indemnifying Party shall not be liable for any settlement effected without its
written consent, which consent shall not be unreasonably withheld; PROVIDED,
HOWEVER, if such approval is unreasonably withheld, the liability of the
Indemnifying Party shall be limited to the amount of the proposed compromise or
settlement and the amount of the Indemnified Party's reasonable counsel fees
incurred in defending such claim, as permitted by the preceding sentence, at the
time such consent is unreasonably withheld. Notwithstanding the preceding
sentence, the right of the Indemnified Party to compromise or settle any claim
without the prior written consent of the Indemnifying Party shall only be
available if a complete release of the Indemnifying Party is contemplated to be
part of the proposed compromise or settlement of such third party claim.

               Section 7.5. PROCEDURE FOR INDEMNIFICATION WITH RESPECT TO
NON-THIRD-PARTY CLAIMS. In the event that the Indemnified Party asserts the
existence of an Indemnifiable Claim (but excluding claims resulting from the
assertion of liability by third parties), it shall give prompt written notice to
the Indemnifying Party specifying the nature and amount of the claim asserted
(the "Non-Third Party Claim Indemnification Notice"). If the Indemnifying Party,
within 30 days (or such greater time as may be necessary for the Indemnifying
Party to investigate such Indemnifiable Claim not to exceed 60 days), after
receiving the Non-Third Party Claim Indemnification Notice from the Indemnified
Party, shall not give written notice to the Indemnified Party announcing its
intent to contest such assertion of the Indemnified Party (the "Contest
Notice"), such assertion shall be deemed accepted and the amount of the claim
shall be deemed a valid Indemnifiable Claim. During the time period set forth in
the preceding sentence, the Indemnified

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Party shall cooperate fully with the Indemnifying Party in respect of such
Indemnifiable Claim. In the event, however, that the Indemnifying Party contests
the assertion of a claim by giving a Contest Notice to the Indemnified Party
within such period, then if the parties hereto, acting in good faith, cannot
reach agreement with respect to such claim within 60 days after such notice was
first given to the Indemnifying Party, such parties may seek any remedy
available to them at law or in equity.

                                  ARTICLE VIII.

                                   TERMINATION

               Section 8.1. TERMINATION BY BUYER. This Agreement may be
terminated and cancelled at any time prior to the Closing Date by Buyer upon
written notice to Seller and ESI if: (i) any of the representations or
warranties of Seller contained herein shall prove to be inaccurate or untrue in
any respect; (ii) any obligation, term or condition to be performed, kept or
observed by Seller hereunder has not been performed, kept or observed in any
material respect at or prior to the time specified in this Agreement, provided,
however, that (x) Buyer has given Seller and ESI written notice of all reasons
for the proposed termination and (y) Seller or ESI has not cured any such
condition within 10 days of receiving the Buyer's notice; or (iii) Buyer is not
satisfied in its sole discretion with the results of its full due diligence
review of the Business by Buyer and its counsel and agents, provided, however,
that the Buyer's right to terminate pursuant to this subsection (iii) shall
terminate on November 30, 1998.

               Section 8.2. TERMINATION BY SELLER OR ESI. This Agreement may be
terminated and cancelled at any time prior to the Closing Date by Seller and ESI
upon written notice to Buyer if: (i) any of the representations or warranties of
Buyer contained herein shall prove to be inaccurate or untrue in any material
respect; (ii) any obligation, term or condition to be performed, kept or
observed by Buyer hereunder has not been performed, kept or observed in any
material respect at or prior to the time specified in this Agreement, provided,
however, that (x) Seller and ESI has given Buyer written notice of all reasons
for the proposed termination and (y) Buyer has not cured any such condition
within 10 days of receiving the Seller's and ESI's notice; or (iii) ESI and the
Seller are not satisfied in their sole discretion with the results of their due
diligence review of the Buyer and its respective business operations, prospects,
liabilities and assets, provided, however, the Buyer's right to terminate
pursuant to this subsection (iii) shall terminate on November 30, 1998.

               Section 8.3. TERMINATION BY ANY PARTY. Any party hereto shall
have the right to terminate and cancel this Agreement if (i) the Closing Date
shall not have occurred on or before November 30, 1998, unless extended pursuant
to Section 5.1 hereof; provided that

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such failure of occurrence shall not have resulted from the delay, default or
breach of such party; or (ii) a court of competent jurisdiction shall have
issued an order, decree or ruling permanently restraining, enjoining or
otherwise prohibiting the transactions contemplated by this Agreement, and such
order, decree, ruling or other action shall have become final and nonappealable.

               Section 8.4. TERMINATION BY MUTUAL CONSENT. This Agreement may be
terminated and cancelled at any time prior to the Closing Date by mutual written
consent of Buyer, Seller and ESI.

               Section 8.5. EFFECT OF TERMINATION. In the event of termination
of this Agreement by any party hereto as provided in this Article VIII, this
Agreement shall forthwith become void and there shall be no further obligation
on the part of any party or their respective officers or directors (except as
set forth in this Section 8.5, Section 4.5 and in Section 4.6 which shall
survive the termination). Nothing in this Section 8.5 shall relieve any party
from liability for any breach or failure of observance of the provisions of this
Agreement.

                                   ARTICLE IX.

                            MISCELLANEOUS PROVISIONS

               Section 9.1. NOTICES. All notices and other communications
required or permitted under this Agreement shall be deemed to have been duly
given and made when received if in writing and if served either by personal
delivery to the party for whom intended (which shall include delivery by Federal
Express or similar nationally recognized service) or five business days after
being deposited, postage prepaid, certified or registered mail, return receipt
requested, in the United States mail bearing the address shown in this Agreement
for, or such other address as may be designated in writing hereafter by, such
party:

        IF TO SELLER OR ESI:   Evans Systems, Inc.
                               720 North Avenue F
                               P.O. Box 2480
                               Bay City, Texas 77404-2480
                               Attention:  Chief Executive Officer

        WITH A COPY TO:        Olshan Grundman Frome & Rosenzweig LLP
                               505 Park Avenue
                               New York, New York 10022
                               Attention: Michael Otner, Esq.

        IF TO BUYER:           Synaptix Systems Corporation
                               3050 Post Oak Boulevard, Suite 1080
                               Houston, Texas 77056
                               Attention: Chief Executive Officer

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<PAGE>
        WITH A COPY TO:        Boyer Ewing & Harris
                               9 Greenway Plaza, Suite 3200
                               Houston, Texas 77046
                               Attention: John Boyer, Esq.

               Section 9.2. ENTIRE AGREEMENT. This Agreement, the documents
referred to herein, and the other matters agreed to in writing by the parties on
the date hereof, embody the entire agreement and understanding of the parties
hereto with respect to the subject matter hereof, and supersede all prior and
contemporaneous agreements and understandings, oral or written, relative to said
subject matter.

               Section 9.3. BINDING EFFECT; ASSIGNMENT. This Agreement and the
various rights and obligations arising hereunder shall inure to the benefit of
and be binding upon Buyer, Seller and ESI and their respective successors and
permitted assigns. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be transferred or assigned (by operation of law or
otherwise) by either of the parties hereto without the prior written consent of
the other party except that Buyer shall have the right to assign its rights but
not its obligations hereunder to any Affiliate thereof. Any transfer or
assignment of any of the rights, interests or obligations hereunder in violation
of the terms hereof shall be void and of no force or effect.

               Section 9.4. CAPTIONS. The Article and Section headings of this
Agreement are inserted for convenience only and shall not constitute a part of
this Agreement in construing or interpreting any provision hereof.

               Section 9.5. EXPENSES OF TRANSACTION. Seller and ESI shall pay
all costs and expenses incurred by them, in connection with this Agreement and
the transactions contemplated hereby. Buyer shall pay all costs and expenses
incurred by it in connection with this Agreement and the transactions
contemplated hereby.

               Section 9.6. WAIVER; CONSENT. This Agreement may not be changed,
amended, terminated, augmented, rescinded or discharged (other than by
performance), in whole or in part, except by a writing executed by each of the
parties hereto, and no waiver of any of the provisions or conditions of this
Agreement or any of the rights of a party hereto shall be effective or binding
unless such waiver shall be in writing and signed by the party claimed to have
given or consented thereto. Except to the extent that a party hereto may have
otherwise agreed to in writing, no waiver by that party of any condition of this
Agreement or breach by the other party of any of its obligations,
representations or warranties hereunder shall be deemed to be a waiver of any
other condition or subsequent or prior breach of the same or any other
obligation or representation or warranty by such other party, nor shall any
forbearance by the first party to seek a remedy for any

                                      -36-
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noncompliance or breach by such other party be deemed to be a waiver by the
first party of its rights and remedies with respect to such noncompliance or
breach.

               Section 9.7. NO THIRD PARTY BENEFICIARIES. Subject to the
provisions of Section 9.3 hereof, nothing herein, expressed or implied, is
intended or shall be construed to confer upon or give to any person, firm,
corporation or legal entity, other than the parties hereto, any rights, remedies
or other benefits under or by reason of the provisions of this Agreement.

               Section 9.8. COUNTERPARTS. This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

               Section 9.9. GENDER. Whenever the context requires, words used in
the singular shall be construed to mean or include the plural and vice versa,
and pronouns of any gender shall be deemed to include and designate the
masculine, feminine or neuter gender.

               Section 9.10. GOVERNING LAW. This Agreement shall in all respects
be construed in accordance with and governed by the laws of the State of Texas,
without regard to the principles of conflicts of laws thereof.

               Section 9.11. KNOWLEDGE. As used in this Agreement, the term
"knowledge", when used herein with respect to Seller, ESI or Buyer shall mean
the knowledge of each of the executive officers of Seller or Buyer, as the case
may be.

               Section 9.12. INCORPORATION OF EXHIBITS AND SCHEDULES. The
Exhibits and Schedules identified in this Agreement are incorporated herein by
reference and made a part hereof.

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               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed on the day and year first above written.

                                     BUYER:

                                            SYNAPTIX SYSTEMS CORPORATION


                                            By: /S/ PETER C. VANUCCI
                                               Name:  Peter C. Vanucci
                                               Title: Chairman & CEO


                                     SELLER:

                                            WAY ENERGY, INC.


                                            By: /S/ J.L. EVANS, SR.
                                               Name:  J.L. Evans, Sr.
                                               Title: President

                                            EVANS SYSTEMS, INC.


                                            By: /S/ J.L. EVANS, SR.
                                               Name:  J.L. Evans, Sr.
                                               Title: President

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