EXHIBIT "D"

                            ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE AGREEMENT  (hereinafter referred to as the "Agreement")
is entered into as of  ________________________,  1996 between Microtech Medical
Systems, Inc., ("MMSI"),  also referred to as the "Seller," and Jerry G. Kilgore
or a related affiliate, also referred to as the "Purchaser."

RECITALS

     Whereas,  the Board of Directors of MMSI intends to direct the Company into
new business ventures, in areas other than medical laboratory test products with
its inherent high level of regulation, competition, product liability risks, and
manufacturing complexity.

     And Whereas,  MMSI completed a secondary stock offering in January, 1988 in
order to seek to acquire or participate in business  ventures which could result
in a substantial change in this Company's business and operations.

     And  Whereas,  the  laboratory  test kit  products  have only a small niche
appeal  to  select  microbiology  laboratories,   and  has  found  only  limited
acceptance of a narrow spectrum of products related to antibiotic susceptibility
testing of fastidious and anaerobic bacteria.

     Therefore,  the Board of MMSI, in an effort to redirect and concentrate its
efforts on acquisitions and related activities and thereby enhance the valuation
of the Company, is desirous of selling its operations which manufacture the test
products.

NOW, THEREFORE, the parties agree as follows:

                                    ARTICLE I

     1.1 Asset  Purchase:  Seller  shall sell,  assign,  transfer and deliver to
Purchaser,  and Purchaser shall purchase from Seller, by appropriate  assignment
and bill of sale one hundred  percent  (100%)  interest in the whole interest of
Seller's  right,  title  and  interest  in and to any  and  all  authorizations,
licenses,  contracts and assets  directly or  indirectly  related to its medical
laboratory products  ("Operations"),  including without limitation all licenses,
contracts, inventories,  operating assets, personal property, real property, and
any other asset related to the operations,  as of the commencement  date of this
Agreement.   Seller  makes  no  representations  or  warranties  concerning  the
Purchased Assets, as defined herein.

     1.2  Purchase  Price:  In  exchange  for the sale of the  Purchased  Assets
described  in  Section  1.1 above,  and in  consideration  for all  liabilities,
including  accounts payable and leases,  to be assumed by Purchaser  relating to
the  manufacturing  operations,  Purchaser  shall  agree to pay  Seller  the sum
certain of Two Hundred Fifty-One Thousand Dollars ($251,000), see 1.3. Purchaser
hereby  represents,  covenants  and agrees that  Seller  shall not in any way be
liable for any  contracts,  obligations  or liabilities of the operations of any
nature whatsoever (whether accrued, absolute or contingent, whether disclosed or
undisclosed,  whether  known or unknown,  whether due or to become due,  whether
related to the Purchased Assets and the associated  manufacturing  operations or
otherwise,  and  regardless of when asserted) not  specifically  provided for in
this Agreement,  which unassumed liabilities shall be the sole responsibility of
Purchaser.

               1.2.1  Assumption of Manufacturing  Operations  Responsibilities:
          Purchaser  hereby assumes and agrees to fully perform in timely manner
          any and all of Seller's  duties and  obligations in the  manufacturing
          operations,  referenced  herein  from  and  after  the  date  of  this
          Agreement, as if it were the original purchaser therein.

     1.3 Method of Purchase:

               1.3.1 Down Payment:  The non-refundable down payment shall be One
          Thousand Dollars  ($1,000),  which amount shall be paid to Seller upon
          the date this Agreement is executed by the parties hereto.

               1.3.2  Balance of Purchase  Price:  The  balance of the  purchase
          price shall be paid to Seller as follows:

               (a) Payment:  Two Hundred Fifty Thousand Dollars ($250,000) on or
          before  June 1, 2001.  In the event that the  $250,000  payment is not
          made on the  required  date,  the  Purchaser  shall,  within  ten (10)
          business  days of such  default,  provide  Seller  with a  convertible
          financing received by the Purchaser from one or more lenders.

               (b)  Promissory   Note:  At  closing,   Purchaser  shall  sign  a
          Promissory  Note in the amount of Two Hundred Fifty  Thousand  Dollars
          ($250,000)  due to Seller on or before June 1, 2001,  to bear interest
          at Colorado  National Bank Prime Lending Rate on date of sale plus one
          percent  (1%)  interest  payable  monthly and due on the fifth of each
          month,  with a final balloon payment of $250,000 to be made on the due
          date.

               (c) Collateral: Security for the note is to be:

                    1. The Three Million Share Option  granted to Mr. Kilgore by
               the Board of Directors of MMSI in October,  1993,  said option to
               be pledged as  security  at closing  and held by the Board.  Upon
               exercise of the option,  the issued  shares  shall be pledged and
               held by the Board, along with a signed proxy giving the Directors
               the right to vote the shares at any shareholder meeting.

                    2.  Southland  Life  Insurance  policy  on life of  Jerry G.
               Kilgore.

                    3. Stock in Valley of Sun of approximately  sixteen thousand
               six hundred (16,600) shares.

                    4.   Promissory   note   of   Carolina   Multicommunications
               Corporation  in the amount of Two  Hundred  Thirty-Five  Thousand
               Dollars ($235,000.00).

               1.3.3  Closing:  The closing of the sale of the Purchased  Assets
          shall be simultaneous with the signing by Purchaser of the Two Hundred
          Fifty  Thousand  Dollar  ($250,000)  promissory  note,  as required by
          Section 1.3.2(b) hereof, following shareholder approval.

                           ARTICLE II

     2.1  Notices:  All  notes,  requests,   demands  and  other  communications
hereunder  shall be in  writing  and shall be deemed to have been duly given and
effective  (i) upon receipt if delivered in person,  by cable or telegram,  (ii)
one business day after  depositing  prepaid  with a national  overnight  express
delivery  service  (e.g.,  Federal  Express or Airborne) or (iii) three business
days after  deposit in the United  States Mail  (registered  or certified  mail,
postage prepaid, return receipt requested):

If to Seller:

Microtech Medical Systems, Inc.
320 E. Costilla
Colorado Springs, CO    80903

If the Purchaser:

Jerry G. Kilgore
12931 E. Cedar Street
Denver, CO

     or such other  address as  specified by the parties in writing from time to
time.

     2.2 Press Release:  Unless  otherwise  required by law, none of the parties
hereto shall make any public  announcement nor issue any press release regarding
the  transactions  set forth  herein  without  the prior  approval  of the other
parties,  which  approval  shall not be  unreasonably  withheld.  Following  the
closing,  appropriate  press releases and SEC filings may be prepared and issued
by the new Board of Directors.  Purchaser  hereby consents to Seller  disclosing
the terms and/or a copy of this Agreement to  shareholders  and  underwriters of
Seller.

     2.3 Amendments: This Agreement may be amended or modified only by a written
instrument executed by the parties hereto.

     2.4 Expenses:  Except as otherwise expressly herein provided, each party to
this Agreement shall pay its own expenses  (including,  without limitation,  the
fees and  expense  of its  agents,  representatives,  counsel  and  accountants)
incidental to the  negotiation,  preparation,  execution and performance of this
Agreement.

     2.5  Counterparts:  This  Agreement  may  be  executed  in  any  number  of
counterparts  by FAX, with hard copy sent first class mail,  each of which shall
be deemed an original,  but all of which together  shall  constitute one and the
same instrument.

     2.6 Parties in Interest -  Assignment:  This  Agreement  shall inure to the
benefit of and be binding upon Purchaser, Seller and their respective successors
and  assigns.  Nothing in this  Agreement,  express or  implied,  is intended to
confer upon any other person any rights or remedies under, or by reason of, this
Agreement. The rights and responsibilities of Seller and Purchaser hereunder may
be assigned to any party without the other party's prior written consent.

     2.7  Applicable  Law: The rights and  obligations  of the parties  shall be
construed  under and  governed by the laws of the State of  Colorado.  Venue and
jurisdiction  for  judicial  enforcement  of this  Agreement  shall be  Arapahoe
County, Colorado.

     2.8 Waiver: No provision in this Agreement shall be deemed waived by course
of conduct,  unless such waiver is in writing  signed by all parties and stating
specifically that it was intended to modify this Agreement.

     2.9  Captions  -  Interpretation:  Section  headings  contained  herein are
descriptive  only,  and shall have no legal effect.  Each party has reviewed and
discussed this Agreement with counsel,  and any question of  construction  shall
not be  resolved  by any rule of  interpretation  providing  for  interpretation
against the drafting party.

     2.10  Severability:  In the  event  that  any  term  or  provision  of this
Agreement is  determined to be or would be void,  unenforceable,  or contrary to
law, such term or provision is voided;  however, the remainder of this Agreement
shall continue in full force and effect,  provided that such continuation  would
not diminish the benefits of this Agreement for any party.

     2.11 Arbitration:

          (a)  Should a dispute  arise  under  this  Agreement  which  cannot be
     resolved informally between the parties hereto,  either Purchaser or Seller
     may request that such dispute be submitted to arbitration  for  resolution.
     Arbitration  under this  section  shall  take place at a location  mutually
     agreeable to Purchaser and Seller.

          (b)  Purchaser  shall select one  arbitrator,  and Seller shall select
     another  arbitrator,  within fifteen (15) days of a request for arbitration
     hereunder,  and the  arbitrators so chosen shall select a third  arbitrator
     within  fifteen (15) days of the later  arbitrator's  selection.  Each such
     arbitrator  shall be an  individual  or firm  unaffiliated  with any of the
     parties and with expertise in the manufacturing operations. If Purchaser or
     Seller fails to designate a third arbitrator, then such arbitrator shall be
     designated  by  the  American  Arbitration   Association  upon  request  of
     Purchaser or Seller.

          (c) The  decision  of a majority  of the  arbitrators  shall be final,
     conclusive  and binding on the  parties  hereto and may be  submitted  to a
     court of appropriate jurisdiction for enforcement thereof.

     2.12  Attorney's  Fees:  If any action,  suit or proceeding is commenced to
establish,  maintain,  or enforce any right or remedy under this Agreement,  the
party not  prevailing  therein  shall pay,  in  addition to any damages or other
award, all reasonable  attorney's fees and litigation  expenses incurred therein
by the prevailing party.

     2.13 Entire  Agreement:  This Agreement  constitutes  the entire  Agreement
between the parties  governing the matters  addressed herein. No prior agreement
or  representation,  whether  oral or  written,  shall  have any force or effect
thereon.

     2.14  Commencement  Date:  The  commencement  date  of  this  Agreement  is
__________________________________________.

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first-above written.

                              SELLER:

                              MICROTECH MEDICAL SYSTEMS, INC.

                              By:________________________________


                              PURCHASER:

                              _____________________________________
                              JERRY G. KILGORE
<PAGE>
                            AMENDMENT
                               TO
           ASSET PURCHASE AGREEMENT DATED JUNE 27,1996



Section  1.3 of Article 1 of the Asset Purchase Agreement between
Microtech  Medial  Systems, Inc. ("MMSI"), now known  as  Eclipse
Corporation, also referred to as "Seller," and Jerry  G.  Kilgore
or  a  related  affiliate, also referred to  as  "Purchaser,"  is
hereby amended as follows:

Section 1.3    Method of Purchase:

     1.3.1       Down  Payment:         The  non-refundable  down
          payment  shall be One Thousand Dollars ($1,000),  which
          amount  shall  be  paid to Seller upon  the  date  this
          Agreement is executed by the parties hereto.

     1.3.2 Balance of Purchase Price: The balance of the purchase
           price is to be paid as follows:

     (a)  Payment:  Two Hundred Fifty-Thousand Dollars ($250,000)
          on  or  before  June 1, 2001.  In the  event  that  the
          $250,000 payment is not made on the required date,  the
          Purchaser shall, within ten (10) business days of  such
          default,  provide  Seller with a convertible  financing
          received by the Purchaser from one or more lenders.

          1 .  Fifty  Thousand  Dollars  ($50,000)  in  insurance
               premiums   described   in  the   MMSI   Settlement
               Agreement (paragraph 2h) shall be applied  to  the
               purchase price as of the commencement date of  the
               Agreement.

          2.   Two Hundred Thousand Dollars ($200,000) Promissory
               Note set forth hereinbelow.

     (b)  Promisso[y  Note: At closing, Purchaser  shall  sign  a
          Promissory  Note in the amount of Two Hundred  Thousand
          Dollars  ($200,000) due to Seller on or before June  1,
          2001,  to bear interest at Colorado National Bank prime
          Lending  Rate  on date of sale, plus one percent  (1%),
          interest payable monthly and due on the fifth  of  each
          month, with a final balloon payment of $200,000  to  be
          made on the due date.

     (c)  Collateral: Security for the note is to be:

          1 .  The  Three  Million Share Option  granted  to  Mr.
               Kilgore  by  the  Board of Directors  of  MMSI  in
               October, 1993, said option to be pledged as

<PAGE>

               security  at closing and held by the Board.   Upon
               exercise of the option, the issued shares shall be
               pledged and held by the Board, along with a signed
               proxy  giving the Directors the right to vote  the
               shares at any shareholder meeting.

          2.   Stock  in  Valley of Sun of approximately  sixteen
               thousand six hundred (16,600) shares.

          3.   Promissory  note  of  Carolina Multicommunications
               Corporation  the amount of Two Hundred Thirty-Five
               Thousand Dollars ($235,000).

     1.3.3      Closing: The closing of the sale of the Purchased
     Assets  shall be simultaneous with the signing by  Purchaser
     of  the  Two  Hundred Thousand Dollar ($200,000)  promissory
     note,  as  required  by Section 1.3.2 (c) hereof,  following
     Shareholder approval.

IN WITNESS WHEREOF, the parties have duly executed this Amendment
to the Asset Purchase    Agreement    Dated   June    27,    1996
on  the  31st day of December, 1996.

SELLER:                                   PURCHASER:

                               ECLIPSE CORPORATION
                                (formerly MMSI)

------------------------
JERRY G. KILGORE                            By:___________________________
                                            Its: Secretary