ASSET PURCHASE AGREEMENT

                                    BETWEEN

                             RPM TECHNOLOGIES, INC.

                                       &

                               SAVOIA CORPORATION

         Whereas,   between  1995  and  1998  Savoia  Corporation   (hereinafter
"Savoia")  conducted research and development into the design and engineering of
plastic pallets made from recycled plastic material. These pallets were intended
to compete with standard  wooden pallets used  throughout the shipping  industry
today.  The  intention  was for the pallets to be  stronger,  lighter,  and more
durable, as well as, being environmentally  friendly through the use of recycled
plastic.

         Further, during Savoia's initial research and development it was funded
by principals and individual  investors who were desirous to be involved in this
project.  These  investors were Savoia's only source of capital for the research
and  development of the plastic pallet designs.  Savoia had no revenues;  it was
strictly a research and development company.

         Whereas,  from 1995 until 1998,  Savoia's  research and development was
carried out  through  the use of various  outside  consultants  and  engineering
firms. This R & D produced plastic pallets: stackable and rackable versions. The
cost of the research and development was approximately $470,000.00.

         On January 3, 1999, Savoia offered RPM Technologies,  Inc. (hereinafter
"RPM") the  designs and  engineering  and all other  rights to Savoia's  plastic
pallet designs.  For the $470,000 expended,  RPM agreed to give Savoia 4,086,956
shares of its  common  stock  for all the  rights  to the  design,  engineering,
production  and sales of the plastic  pallets and the assumption of all Savoia's
other  assets  and  liabilities,  which  includes  but is not  limited  to,  all
promissory  notes  outstanding  and any other debt,  past or  present,  that may
exist.

         The Board of directors of RPM unanimously  accepted  Savoia's offer, as
         follows;

   1.    RPM berewith  agrees to pay Savoia in common stock, at $.115 per share,
         4,086,956  shares  of  common  stock,  for the sale of all  assets  and
         liabilities and all pallet designs and technology.

   2.    Upon execution of this Agreement,  Savoia then will have only one asset
         in its company,  the RPM common stock. Savoia will then disseminate its
         assets to its shareholders at Savoia's sole discretion.

<PAGE>

This Agreement on the 4th day of January 1999 is approved by the undersigned.

For Savoia Corporation:                        For RPM Technologies, Inc.

/s/ Charles Foerg                              /s/ Randy Zych
-----------------                              --------------
Charles Foerg, President                       Randy Zych, Chairman
Savoia Corporation                             RPM Technologies

Attest:                                        Attest:

/s/ Joseph Mikulic                             /s/ Davud Lade
------------------                             --------------
Joseph Mikulic, Vice President                 David Lade, Vice President
Savoia Corporation                             RPM Technologies


(CORPORATE SEAL OMITTED)                       (CORPORATE SEAL OMITTED)