AGREEMENT OF SALE

AGREEMENT,  dated as of and effective this 30th day of September,
1996, by and between  MICROTECH MEDICAL SYSTEMS, INC., a Colorado
corporation   (the   "Buyer"),   and   GLACIER   VALLEY   HOLDING
CORPORATION, a Colorado corporation (the "Seller).

WHEREAS:   the  Seller is the owner of a real estate  development
known as Community at Bear Creek Phase III and other assets,

AND  WHEREAS:  Buyer is the owner of a certain real  estate  sale
contract, note secured by deed of trust and is prepared to  issue
certain  shares  of common stock in itself to exchange  for  said
real estate development,

AND  WHEREAS:   it is the intention of the parties  hereto  that,
upon  consummation  of the transaction herein  contemplated,  the
Buyer  will  acquire one hundred percent (100%) said real  estate
development,  Seller  will acquire a one hundred  (100%)  percent
interest  in  said real estate sales contract, note and  deed  of
trust and certain shares of common stock in Buyer.

NOW THEREFORE, IT IS AGREED THAT:

     1.   Sale of Community at Bear Creek, Phase III.

          1.1   Other  than  as disclosed, the Seller  represents
that  it  owns the tangible and intangible assets (the  "Assets")
including one hundred (100%) percent of the real estate as listed
in  Disclosure  Schedule  1.1, attached hereto  and  incorporated
herein   by   reference,  free  and  clear  of  all   liens   and
encumbrances,  other than disclosed herein  and  will  have  such
ownership  on the Closing Date.  Seller shall execute  a  General
Warranty  Deed to Buyer transferring ownership of said assets  at
closing.

          1.2  In payment for said real estate subject to deed as
set  forth  on Disclosure Schedule 1.1, Buyer shall transfer  the
following property to Seller:

          1.2.1     The Buyer shall make a downpayment consisting
of  the  assignment of a certain sales contract in the amount  of
One Hundred Twenty Thousand and No/100 ($120,000.00) Dollars upon
the real property described therein, a copy of which contract  is
attached   hereto  and  incorporated  herein  by   reference   as
Disclosure  Schedule  1.2.1  at the  time  of  execution  of  the
contract.
          
          1.2.2  The assignment and transfer at closing to Seller
of  a  certain  note and deed of trust upon Lot  9,  Mountaindale
Equestrian  Estates, Fremont County, Colorado, in the  amount  of
One Hundred Ten Thousand and No/100 ($110,000.00) Dollars, a copy
of  which  is  attached hereto as Disclosure Schedule  1.2.2  and
incorporated herein by reference.

          1.2.3      The balance of the purchase price  shall  be
paid  to Seller by the issuance of sixty-two thousand two hundred
fifty  (62,250)  shares  of common stock in  Buyer  following  an
anticipated  one  hundred to one reverse  split  currently  being
accomplished by Buyer.  In the event said reverse split does  not
occur (or is not 100 to 1), the price per share and shares issued
shall be adjusted accordingly.  The common stock issued to Seller
shall be subject to piggyback registration rights in Seller  upon
Buyer's  next  public  offering, provided, however,  fifty  (50%)
percent  of the stock so registered shall be subject to a lock-up
agreement of standard form for a period of one (1) year.

     2.    Representations,  Warranties  and  Covenants  of  Both
Parties.
     
     2.1    Representations,  Warranties  and  Covenants  of  the
Seller.

     The Seller covenants, warrants, and represents as follows:

          2.1.1      The  Seller owns its assets  (as,  in  part,
defined   in   Section  1.1),  free  and  clear  of  all   liens,
encumbrances  and charges and, except as will  be  set  forth  in
Disclosure Schedule Number 1.1 and those arising involuntarily by
operation of law.  The Seller presently has such title.   All  of
the Seller's assets are in the possession of the Seller.
          
          With respect to the real estate owned by the Seller and
the  encumbrances  thereon, as set forth in  Disclosure  Schedule
Number  1.1,  the  Seller  specifically Covenants,  Warrants  and
Represents as follows:
     
               (A)   The  Seller is currently in full  compliance
with  all Covenants, Conditions and Agreements set forth  in  the
various Deeds of Trusts listed on Disclosure Schedule Number  1.1
and   further,  Covenants,  Warrants  and  Represents  that  this
Agreement  does  not violate any such Agreements  of  Corporation
with Owners of said encumbrances.

                (B)   The  holder of the note and deed  of  trust
(James  L.  Wright, Jr.) as set forth in Disclosure Schedule  1.1
has  agreed  to the assumption of the note and deed of  trust  by
Buyer,  partial  release schedule in exchange  for  proportionate
reduction  in  note  of  approximately Ten Thousand  One  Hundred
Twenty-Six  and  53/100 ($10,126.53) Dollars  per  lot,  and  has
further  agreed to subordinate said note and deed of trust  to  a
note and deed of trust for development costs incurred by Buyer in
preparation of the project site for sale in an amount  determined
to be reasonable.
          
          2.1.2  Copies of the Seller's Articles of Incorporation
and   By-Laws,  including  all  amendments  thereto,  have   been
delivered  to  the Buyer, and such copies are true, complete  and
correct  in  every particular.  The Seller is currently  in  good
standing with the State of Colorado.

          2.1.3   The  Seller has the power to  enter  into  this
agreement  and  to  carry  out  its obligations  hereunder.   The
execution and delivery of this agreement and the consummation  of
the  transaction  contemplated have been duly authorized  by  the
Seller.   No  other  company,  court  or  other  proceedings  are
necessary to authorize the consummation of this agreement and the
transactions contemplated hereby.  This agreement has  been  duly
executed and delivered by the Seller, and constitutes a valid and
binding  obligation of the Seller and the Seller.  The  execution
and performance of this agreement by the Seller does not violate,
or  result  in  a  breach of, or constitute a default  under  any
judgment,  order or decree to which he may be subject,  nor  does
such  making or performance constitute a violation of or conflict
with any provision of the Seller's Articles of Incorporation   or
By-Laws.   Neither the execution and delivery of this  agreement,
nor  the consummation of the transaction contemplated hereby, nor
compliance with the terms and provisions hereof, will  result  in
the  creation  or imposition of any lien, charge  or  encumbrance
upon  any  of  the Seller's assets pursuant to the terms  of,  or
conflict  in  any  way  with the provision of,  or  constitute  a
default under, or require the consent of any other party to,  any
indenture,  mortgage, deed of trust, agreement,  lease  or  other
instrument  to which the Seller or the Seller is a  party  or  by
which  it  or  they may be bound, or to which it  or  he  may  be
subject.

          2.1.4  Disclosure Schedule Number 2.1.4 will contain  a
list  of  all  outstanding vendor purchase  orders  and  accounts
payable  of  the Seller.  Said lists will be true,  complete  and
correct  in  all  material  respects  to  the  best  of  Seller's
knowledge.   The  Seller's  relations  with  its  customers   are
satisfactory,  and the Seller has no reason to believe  that  any
dispute  (other  than  those which arose  or  may  arise  in  the
ordinary  course of business) will arise between it  and  any  of
them or any reason to believe that any of them will terminate its
business  relationship  with the Seller, or,  after  consummation
hereof, with the Buyer.

          2.1.5      The  purchase contemplated hereby  does  not
require  the  approval  or consent of any governmental  authority
having jurisdiction over the Seller.

          2.1.6   From the date of this Agreement to the  Closing
Date the Seller will not have, except with the written consent of
the  Buyer:  (i) mortgaged, pledged or subjected to lien,  charge
or  any other encumbrance, any of the real estate or other assets
being sold to Buyer pursuant to this Agreement, other than as may
arise  involuntarily by operation of law or as may be distributed
to  the  Seller  as  contemplated by this agreement;  (ii)  sold,
assigned  or  transferred any of its assets  other  than  in  the
ordinary  course  of  business or as may be  distributed  to  the
Seller  as  contemplated by this agreement;  (iii)  suffered  any
material  damages or losses to its assets; (iv) entered into  any
transactions  other than in the ordinary course  of  business  in
accordance  with  good  business  practice;  (v)  permitted   the
occurrence  of  any event not consistent with the representations
and warranties herein.

          2.1.7   To  the  extent  of the Seller's  and  Seller's
knowledge,  neither the Seller nor the Seller has any  notice  of
any   actions,  suits,  claims,  proceedings,  or  investigations
(whether  or not purportedly on behalf of or against the  Seller)
pending  and no knowledge of any that are threatened  against  or
affecting the Seller's real estate at law or in equity, or before
or  by any federal, state, municipal or other governmental court,
department, commission, board, bureau, agency or instrumentality,
domestic  or  foreign, unless set forth in Schedule  2.1.7.   The
Seller  is  not  in  default with respect  to  any  order,  writ,
injunction or decree of any court or federal, state municipal  or
other  governmental department, commission, board, bureau, agency
or   instrumentality  affecting  its  business.   There  are   no
violations of any laws, regulations and orders applicable to  the
Seller's  assets being sold hereby, including without  limitation
all  environmental  and pollution control requirements  that  are
presently  applicable  or  that  have  been  announced  as  being
applicable at some future date.

          2.1.8   The  premises, owned by  the  Seller  does  not
encroach  on the property of others, and there are no  violations
of any building or zoning or other laws by the premises.

          2.1.9  The Seller is not a party to any lease, license,
contract  or  royalty  agreement affecting  or  relating  to  the
Seller's  property being sold other than those as will be  listed
and described in Disclosure Schedules attached hereto.

          2.1.10  Neither the Seller nor the Seller has become in
any  way obligated for any broker's, finder's, agent's or similar
fee  with  respect  to  the  transactions  contemplated  by  this
agreement other than to its accountants and attorneys.

         2.1.11  No representation or warranty of the Seller made
in  this Agreement, nor in any document, certificate, or schedule
required to be furnished pursuant to this agreement, contains  or
will  contain any untrue statement of a material fact, and copies
of  any documents furnished to the Buyer will be true and correct
copies of such documents.

           2.1.12   All  of  the  foregoing  representations  and
warranties will be true on and as of the closing date.

     2.2  REPRESENTATIONS and WARRANTIES of the BUYER.  The Buyer
represents and warrants as follows:

          2.2.1   It is a corporation duly organized and  validly
existing  and  in  good  standing under  laws  of  the  State  of
Colorado.

          2.2.2      It  has  the   power  to  enter  into   this
agreement  and  to  carry  out  its obligations  hereunder.   The
execution and delivery of this agreement and the consummation  of
the  transactions contemplated have been duly authorized  by  its
Board  of  Board of Directors; no other proceedings are necessary
to  authorize its Officers to effectuate this agreement  and  the
transactions contemplated thereby.  This agreement has been  duly
executed  and delivered by it, and constitutes a valid obligation
binding  on it.  The execution and performance of this  agreement
by it does not violate, or result in a breach of, or constitute a
default under, any judgment, order or decree to which it  may  be
subject,  nor  does  such  making  or  performance  constitute  a
violation of or conflict with any provision of its charter or by-
laws.  Neither the execution and delivery of this agreement,  nor
the  consummation  of the transactions contemplated  hereby,  nor
compliance with the terms and provisions hereof, will  result  in
the  creation  or imposition of any lien, charge  or  encumbrance
upon  any of its property or assets pursuant to the terms of,  or
conflict  in  any  way with the provisions of,  or  constitute  a
default under, or require the consent of any other party to,  any
indenture,  mortgage, deed of trust, agreement,  lease  or  other
instrument to which it is a party or by which it may be bound, or
to which it may be subject.

          2.2.3  It has not employed any broker, finder or agent,
nor  has  it  otherwise  become in  any  way  obligated  for  any
broker's,  finder's, agent's or similar fee with respect  to  the
transactions contemplated by this agreement.

          2.2.4  The execution and carrying out of this agreement
and compliance with the provisions hereof by it will not violate,
with  or  without giving notice and/or the passage of  time,  any
provisions of law applicable to it.

          2.2.5   The  Buyer does not have any knowledge  of  any
claim,  litigation,  threatened litigation or  any  other  action
which has been instituted or threatened affecting its ability  to
perform its obligations under this agreement.

          2.2.6    All  of  the  foregoing  representations   and
warranties will be true on and as of the closing date.

     3.    INVESTIGATION.  During the period prior to the closing
date, the Seller shall cause the Buyer to have free access to the
offices, facilities, records, files, books of account and  copies
of  tax  returns of the Seller for the purposes of conducting  an
investigation of the subject property and title thereto, and  all
other  matters  relating  to  the subject  property  and  assets;
provided, however, that such investigation shall be conducted  in
any manner that does not unreasonably interfere with the Seller's
normal operations.  The Seller shall cause the Seller's personnel
to  aid and assist such investigation and shall make its counsel,
accountants,   engineers,  employees  and  other  representatives
available for such purposes.  During such investigation the Buyer
shall  have the right to make copies of such records, files,  tax
returns and other materials as it may deem advisable.  The  Buyer
and  its  representatives shall treat all information  originally
obtained in such investigation and not otherwise known to  it  or
already  in the public domain as confidential and shall  not  use
such information in the conduct of its business, and shall return
to  the  Seller  all  copies  of received  or  made  of  material
belonging to the Seller as follows:

               (A)   As  to tax documents and matters,  the  same
shall  be  confidential  forever and shall  be  returned  if  the
transaction is not consummated.

               (B)   As to all other matters, if this transaction
is  not  consummated, the same shall be confidential forever  and
the  same shall be returned; if it is consummated, the same shall
remain confidential.

     4.   INDEMNIFICATION.

          4.1   Nothing herein to the contrary withstanding,  the
Seller's  obligations under this agreement for breach of promise,
misrepresentation,  breach of warranty or nonfulfillment  of  any
obligation   or   agreement,  negligence,  promissory   estoppel,
detrimental reliance or any other action which arises out of  the
transactions herein contemplated shall be only as follows:

               (A)   all liabilities or obligations of the Seller
as  of  the Closing Date (other than those specifically disclosed
to  the  Buyer  pursuant  hereto) for  taxes  (but  in  any  case
excluding taxes resulting from Internal Revenue Code Section  338
or  any  transaction  contemplated by  this  agreement)  and  any
reasonable legal and other expenses which may be incurred by  the
Buyer and its successors and assigns relating thereto; and

               (B)   any and all damage, loss, deficiency,  costs
or expenses resulting from any other misrepresentation, breach of
warranty or non-fulfillment of any obligation or agreement on the
Seller's  part under this Agreement, including without limitation
any and all actions, suits, proceedings, judgments and reasonable
legal and other expenses incident to the foregoing.

          4.2  Said notice shall be to the Seller of any claim or
litigation the existence of which gives rise to the operation  of
the  foregoing  indemnity, and Seller shall  have  the  power  to
investigate  and defend such claim at his expense with  power  to
settle  such claim, unless the amount claimed and the  reasonably
estimated  expenses  of defense exceed the amount  set  forth  in
Section 4.1 above.

               4.2.1   If  the Seller fails to defend, the  Buyer
may  defend such claim with power to settle and the Seller  shall
pay  the  costs  and  expenses thereof  and  the  amount  of  any
settlement  or  judgment up to the amount set forth  Section  4.1
above;  provided  however, that in any case, no settlement  shall
bind the Seller to pay any amount which is not first approved  in
writing by the Seller.

               4.2.2   If  the amount claimed and the  reasonably
estimated  expenses  of defense exceed the amount  set  forth  in
Section  4.1  above then either (1) the Seller  may  defend  (and
assume the entire risk of the settlement or judgment and costs of
defending  the  same (whether or not they exceed the  amount  set
forth  in  Section 4.1 above) or (2) the Seller  may  notify  the
Buyer  (within 10 days of receiving written notice of  the  claim
from the Buyer) that the Buyer is to defend such claim with power
to settle and the Seller shall pay the costs and expenses thereof
and  the  amount  of any settlement or judgment  (but  the  total
liability  of the Seller shall not be in excess of the amount  se
forth in Section 4.1 above).

          4.3    Whether   or   not   the   transactions   herein
contemplated shall be consummated, the Buyer will pay  the  fees,
expenses   and  disbursements  of  the  Buyer  and  its   agents,
representatives, accountants and counsel incurred  in  connection
with  the  subject  matter of this agreement and  any  amendments
thereto,  and  the  Seller  will  pay  such  fees,  expenses  and
disbursements  of  the  Seller and its  agents,  representatives,
accountants and counsel (if not otherwise accrued).

     5.    Termination.  This agreement may be terminated by  the
Buyer  under  any  of the following circumstances  by  notice  in
writing  if during the period from the date hereof to the closing
date any of the following shall occur:

          5.1   The  Seller's assets being sold shall suffer  any
loss   from  fire,  flood,  explosion  or  other  casualty  which
substantially  affects  the  use  thereof  or,  irrespective   of
insurance, their value.

          5.2   The  Buyer shall learn of any fact  or  condition
with  respect to the Seller's real property being sold  hereunder
which  is  substantially at variance with  one  or  more  of  the
representations or warranties as set forth above  or  with  other
written  information provided to the Buyer  by  the  Seller,  and
after  written  notice thereof the Seller  shall  be   unable  to
furnish reasonable assurance satisfactory to the Buyer.

          5.3    The   Seller  or  the  Seller  shall  commit   a
substantial  breach  of  any one or more of  the  obligations  or
prohibitions  set forth in Section 2.1.10 of this  agreement  and
shall  be unable to furnish reasonable assurance satisfactory  to
the Buyer.

          5.4   On  the occurrence of any of the events specified
in  Sections  5.1  to 5.3 above, the parties may  agree  upon  an
amount by which the consideration shall be reduced on account  of
such  event,   in  which case the Buyer shall not terminate  this
Agreement  and  the consideration shall be so  reduced.   If  the
occurrence  is  a  loss due to fire, flood,  explosion  or  other
casualty,  the Buyer shall have the right at its election  within
ten  (10) days after such event to either terminate or to require
consummation of this agreement with that portion of any insurance
proceeds  received which relates to the damage to  the  operating
assets included in the assets transferred.

     6.    No  Liability  for  Failure to  Consummate.   If  this
agreement  shall  not  be  consummated  either  because   it   is
terminated pursuant to a reasonable application of Sections  5.1,
5.2,  5.3, or 5.4 to the actual facts or because of the inability
of  any of the parties by reason or causes beyond its control  to
carry out its performance as contemplated by this Agreement,  the
downpayment  set forth in Paragraph 1.2.1 shall  be  refunded  to
Buyer,  and  no  party  shall be liable to any  other  for  loss,
damage, or expense and the only remedy of any party shall  be  to
terminate or cancel this agreement.

     7.   Closing.

     7.1   Prior to the Closing.  Seller shall cooperate  in  any
documents, applications, and procedures which may be required  by
the  State  of  Colorado,  County of El Paso,  City  of  Colorado
Springs.   This  obligation of Sellers shall be a continuing  one
and shall survive the closing of this agreement.

          7.1.1   Any  fees and costs incurred by the  respective
parties shall be the sole obligation of the party so incurring.

     7.2   Closing  Date.  The closing date shall be  October  9,
1996,  or  such  earlier or later date as may be mutually  agreed
upon by the parties.  The closing shall take place on the closing
date  at  Capital  Title Services, 2 N. Nevada  Avenue,  Colorado
Springs, CO.

     7.3  During the closing.

          7.3.1   The  Buyer  shall  deliver  such  opinions   of
counsel, receipts, certifications, notices and further assurances
as  counsel  for the Seller may reasonably request,  including  a
certificate executed by the Buyer's Board of Directors  that  the
representations  and  warranties made in this  agreement  by  the
Buyer  are correct as of the closing date with the same force  as
though  made on the closing date, and an opinion of its  counsel,
to the following effects:

               (A)  that all corporate action necessary  for  the
Buyer  to  authorize the execution and delivery of this Agreement
and  the  transactions contemplated thereby have  been  duly  and
validly  taken,  and  the  Agreements  constitute  legal,  valid,
binding  and  enforceable obligations, except as limited  by  any
applicable bankruptcy, insolvency, reorganization, moratorium  or
similar  laws  affecting  the rights and  remedies  of  creditors
generally,  and  except  as the remedy of  specific  performance,
rests in the discretion of the court;

               (B)   The  Seller shall deliver to  the  Buyer,  a
General  Warranty  Deed representing the real  estate  listed  in
Disclosure  Schedule 1.1, consents to assumption of  indebtedness
and  development cost subordination upon said real estate, as set
forth  in  Disclosure  Schedule 1.1 and  Secretarial  Certificate
setting  forth  resolutions  of the  Board  of  Directors  and/or
shareholders  of  the  corporation  authorizing  sale   of   said
property,  together  with authorization to the  Officers  of  the
Corporation  to consummate the transaction contemplated  by  this
Agreement.

               (C)    The Seller and Seller shall deliver to  the
Buyer, in form and substance mutually satisfactory to the parties
any  and  all  other  documents, including, but  not  limited  to
assignments,  deeds,  consents to  assignment,  bills  of  sales,
releases,  and transfers necessary to accomplish the transactions
herein  contemplated,  and Buyer shall  deliver  to  Seller   The
Seller shall deliver to the Buyer, in form and substance mutually
satisfactory  to  the  parties, the promissory  notes  and  other
documents   necessary  to  accomplish  the  transactions   herein
contemplated.

     7.4   At  Closing.   The following shall be accomplished  at
closing:

          7.4.1  Delivery of documents set forth above in Section
8.3.
          
          7.4.2   At   closing,  Buyer  shall   tender   executed
instructions   to   Buyer's  transfer  agent  to   issue   Seller
approximately  sixty-two  thousand  two  hundred  fifty  (62,250)
shares  of common stock in Buyer, which is to be issued  pursuant
to Paragraph 1.2.3 above.

     8.   After the Closing.  Subsequent to the closing:

          8.1   Each party to this agreement shall at the request
of  any  other  furnish,  execute  and  deliver  such  documents,
instruments, opinions of counsel, certificates, notices or  other
further  assurances  as  counsel of the  requesting  party  shall
reasonably  deem  necessary or desirable for  effecting  complete
consummation of this agreement.

          8.2   The  Buyer  shall give the Seller access  to  the
files  and records delivered to the Buyer hereunder during  usual
business hours as may be required in connection with tax  matters
or  other legitimate needs so long as the operations of the Buyer
are not unreasonably interfered with.

     9.   Miscellaneous.

          9.1    Each  and  every  one  of  the  representations,
warranties,  covenants and agreements made herein  by  any  party
(including any statements made in the Disclosure Schedules and in
any  certificates, schedules, exhibits, instruments or  documents
furnished pursuant to or concurrently with this Agreement), shall
survive  the  closing  and the consummation of  the  transactions
contemplated by this Agreement, notwithstanding any investigation
heretofore or hereafter made by the parties hereto.

          9.2  All notices, approvals or other communications  to
be  sent  or  given  to the Seller shall be  deemed  validly  and
properly  given or made if in writing and delivered  by  hand  or
registered  or  certified  mail, return  receipt  requested,  and
addressed  to Glacier Valley Holding Corporation, Seller,  13  S.
Tejon Street, Colorado Springs, CO, 80903.

               All notices, approvals or other communications  to
be  sent  or  given  to  the Buyer shall be  deemed  validly  and
properly  given or made if in writing and delivered  by  hand  or
registered  or  certified  mail, return  receipt  requested,  and
addressed  to  Microtech  Medical  Systems,  Inc.,  Holly   Sugar
Building,  Suite 330, 2 N. Cascade Avenue, Colorado Springs,  CO,
80903.

               Any  of the parties hereto may give notice to  the
others at any time by the methods specified above of a change  in
the address at which, or the person to whom, notices addressed to
it are to be delivered in the future.

          9.3   This  agreement,  together  with  the  Disclosure
Schedules   and   other  documents  delivered  pursuant   hereto,
including  the  lease of the Premises, if any,  constitutes   the
entire  agreement  among the parties hereto  and  supersedes  all
prior  correspondence,  conversations  and  negotiations.    This
agreement  may be executed in several counterparts that  together
shall  constitute but one and the same agreement.  This agreement
shall  be binding upon and inure to the benefit of the successors
and  assigns of the parties.  The title of the Sections  of  this
agreement  have  been assigned thereto for convenience  only  and
shall  not  be  construed as limiting, defining or affecting  the
substantive  terms  of  the agreement.   This  agreement  may  be
amended  only by a writing executed by the parties hereto.   This
agreement  shall  be construed and interpreted according  to  the
laws of the State of Colorado.

          9.4   The parties agree, upon the request of any  other
party,  to  execute  any  agreements,  documents  or  instruments
consistent  with this agreement which are necessary to consummate
the transactions contemplated in this agreement.

          9.5   This  agreement may be executed in any number  of
counterparts, each of which shall be taken to be an original.

          9.6   No modification of this agreement shall be  valid
unless such modification is in writing  and signed by all of  the
parties to this agreement.

          9.7  No waiver of any provision of this agreement shall
be  valid  unless  in writing and signed by the person  or  party
against whom charged.

          9.8    The  invalidity  or  unenforceability   of   any
particular provision of this agreement shall not affect the other
provisions  of  this  agreement,  and  this  agreement  shall  be
construed  as  if  such  invalid or unenforceable  provision  was
omitted.  All parties hereto having participated actively in  the
negotiation and drafting of this agreement, and each party having
been  represented by counsel, the terms of this  agreement  shall
not  be  construed  against, nor more favorably  to,  any  party,
regardless of their responsibility for its preparation.

          9.9  This agreement shall be binding upon and inure  to
the  benefit  of  the parties and their respective  heirs,  legal
representatives,   executors,  administrators,   successors   and
assigns.

          9.10   This  agreement and any documents or instruments
delivered  pursuant  to  this  agreement  constitute  the  entire
agreement and understanding between the parties and supersede any
prior  agreement and understanding relating to the subject matter
of this agreement.

          9.11   Whenever  in  this  agreement  words,  including
pronouns,  are  used in the masculine, they  shall  be  read  and
construed in the feminine or neuter wherever they would so apply,
and  wherever  in this agreement words, including  pronouns,  are
used  in  the singular, they shall be read and construed  in  the
plural, wherever they would so apply.


          9.12   This agreement shall be subject to and  governed
by  the  laws of the State of Colorado, including its  choice  of
laws, irrespective of the residence of the parties.

                              SELLER:

                              GLACIER VALLEY HOLDING CORP.

                              BY:
__________________________________
                              Its
__________________________________
ATTEST:

BY:  __________________________
Its: __________________________

                              
                              BUYER:

                              MICROTECH MEDICAL SYSTEMS, INC.

                              BY:
_________________________________
                              Its:
_________________________________


                              

STATE OF                 }
                         }  ss.
COUNTY OF           }

     On  this  _____  day of _______________,  19___,  before  me
personally   appeared  _______________,  to  me  known   as   the
__________  of  _______________  and  who  executed  the   within
instrument, and who acknowledged the same to be in behalf of said
Seller   by  authority  of  its  Board  of  Directors  and   said
_______________ acknowledged said instrument to be the  free  act
and deed of said Seller.


                                   ______________________________
                                   Notary Public
                                   My Commission Expires:


STATE OF                 }
                         }  ss.
COUNTY OF                }

     On  this  _____  day of _______________,  19___,  before  me
personally   appeared  _______________,  to  me  known   as   the
__________  of  _______________  and  who  executed  the   within
instrument, and who acknowledged the same to be in behalf of said
Seller   by  authority  of  its  Board  of  Directors  and   said
_______________ acknowledged said instrument to be the  free  act
and deed of said Buyer.


                                   ______________________________
                                   Notary Public
                                   My Commission Expires:


<PAGE>

                     DISCLOSURE SCHEDULE 1.1
                               TO
                        AGREEMENT OF SALE
                             BETWEEN
                 MICROTECH MEDICAL SYSTEMS, INC.
                               AND
               GLACIER VALLEY HOLDING CORPORATION
                 DATED THE 30TH OF SEPTEMER 1996
                                
                                
     1.   Description of Property

           A  portion  of the Community at Bear Creek, comprising
Phase  II  of  that  development, as set  forth  in  Exhibit  "A"
attached  hereto and incorporated herein by reference,  with  the
exception of one lot which Seller has previously agreed  to  deed
to James L. Wright, Jr., pursuant to an unrelated transaction and
in  consideration for his release of Seller from liability  under
note  and  deed of trust being assumed by Buyer and subordination
of  said  note and deed of trust to a note and deed of trust  for
development costs upon said property.

     2.   Encumbrances

           A.    Promissory Note payable to James L. Wright, Jr.,
in  the  amount  of  Three Hundred Three Thousand  Seven  Hundred
Ninety-Three and No/100 ($303,793.00) Dollars, dated the 25th day
of  July, 1996, secured by Deed of Trust of even date, copies  of
which are attached hereto and incorporated herein by reference.

           B.    Taxes for 1996, payable in 1997, which shall  be
prorated to date of closing.

     3.   Assumptions

           Assumption  of  Three Hundred Thousand  Seven  Hundred
Ninety-Three  and  No/100 ($303,793.00)  Dollar  Promissory  Note
dated July 25, 1996 secured by Deed of Trust, copies of which are
attached to this Disclosure Schedule 1.1 as Exhibits "B" and "C",
and incorporated herein by reference.
<PAGE>
     NOTE:  Original  Map  of  Bear  Creek  Filing  No.  2,  Legal  Description,
Promossory Note and Deed of Trust are attached here.
<PAGE>
                    DISCLOSURE SCHEDULE 1.2.1
                               TO
                        AGREEMENT OF SALE
                             BETWEEN
                 MICROTECH MEDICAL SYSTEMS, INC.
                               AND
               GLACIER VALLEY HOLDING CORPORATION
                DATED THE 30th  OF SEPTEMER 1996
                                

     See attached.
<PAGE>
NOTE: Original Contract attached here.
<PAGE>
                    DISCLOSURE SCHEDULE 1.2.2
                               TO
                        AGREEMENT OF SALE
                             BETWEEN
                 MICROTECH MEDICAL SYSTEMS, INC.
                               AND
               GLACIER VALLEY HOLDING CORPORATION
                DATED THE 30th  OF SEPTEMER 1996
                                

     See attached.
<PAGE>
NOTE: Original Promissory Note and Deed of Trust are attached here.
<PAGE>

                    DISCLOSURE SCHEDULE 2.1.4
                               TO
                        AGREEMENT OF SALE
                             BETWEEN
                 MICROTECH MEDICAL SYSTEMS, INC.
                               AND
               GLACIER VALLEY HOLDING CORPORATION
                 DATED THE 30TH OF SEPTEMER 1996
                                
                                
     None.
<PAGE>

                    DISCLOSURE SCHEDULE 2.1.7
                               TO
                        AGREEMENT OF SALE
                             BETWEEN
                 MICROTECH MEDICAL SYSTEMS, INC.
                               AND
               GLACIER VALLEY HOLDING CORPORATION
                 DATED THE 30TH OF SEPTEMER 1996
                                

     None.