PLAN AND AGREEMENT OF REORGANIZATION

This Plan and Agreement of Reorganization (this "Agreement") is 
entered into on this 12th day of September, 1997, by and among 
PSYCHROMETRIC SYSTEMS, INC., a Nevada corporation ("PSI"), FI-TEK VI, 
INC., a Delaware corporation subject to the reporting requirements 
imposed pursuant to Section 15(d) of the Securities Exchange Act of 1934, 
as amended ("Fitek"), Frank L. Kramer ("Kramer"), Ronald J. Miller 
("Miller") and George A. Kast ("Kast").

PLAN OF REORGANIZATION

The transaction contemplated by this Agreement is to be a 
reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 
1986, as amended. Fitek will acquire all of PSI's issued and outstanding 
common and preferred stock, without par value (the "PSI Stock" or the 
"PSI Shares"), in exchange for 261,382,500 shares of the common stock, 
par value $.00001 per share, of Fitek (the "Common Stock"), and 1,000,000 
shares of Fitek Class A preferred stock (the "Preferred Stock").

AGREEMENT

1.   Status of PSI Shares: Transfer Of PSI Shares: Lack of Encumbrances.
     -------------------------------------------------------------------


(a)    PSI and Kast represent that, as of the date of this 
Agreement, all of the shareholders of PSI and their shareholdings, 
both common and preferred stock, are listed on Exhibit A-1 
attached to this Agreement. It is contemplated that Kast may 
transfer a portion of his holdings of PSI Stock to other persons 
or entities prior to the Closing (as defined in Section 3).

(b) The Shareholders of PSI (the "PSI Shareholders") shall 
transfer, assign, convey and deliver to Fitek at the Closing 
certificates representing, as of the Closing Date (as defined in 
Section 3), all of the PSI Shares.

(c)    The transfer of the PSI Shares shall be made free 
and clear of all liens, mortgages, pledges, encumbrances, or 
charges, whether disclosed or undisclosed, except as the PSI 
Shareholders and Fitek shall have otherwise agreed in writing.

2.   Issuance of Exchange Stock to PSI Shareholders.
     -----------------------------------------------

(a)    As consideration for the transfer, assignment, 
conveyance and delivery of the PSI Stock, Fitek shall, at the 
Closing, issue to the PSI Shareholders, pro rata in accordance 
with each Shareholder's percentage ownership of PSI immediately 
prior to the Closing, certificates representing 261,382,500 shares 
of Common Stock (the "Fitek Exchange Stock") which shall represent 
approximately 89.08% of the outstanding Common Stock of Fitek 
immediately following the Closing.

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(b)    As additional consideration for the transfer, assignment, 
conveyance and delivery of the PSI Stock, the PSI Shareholders shall be 
issued an aggregate of 1,000,000 shares of Fitek Class A preferred stock 
(the "Preferred Stock") pro rata in accordance with each Shareholder's 
percentage ownership of PSI Common Stock immediately prior to Closing. 
The Preferred Stock shall be created by Fitek board of directors prior to 
the Closing and it shall have the following characteristics: (i) each 
share of Preferred Stock shall be convertible to 290 shares of Common 
Stock upon attainment of Fitek/PSI gross annual sales of $60,000,000 for 
any fiscal year ended prior to the fiscal year ending in 2002; and (ii) 
it shall be subject to redemption by Fitek at a price of $.0001 per 
preferred share should the required sales level not be attained by 2002. 
Notwithstanding the provisions of (i) above, the Preferred Stock shall 
become convertible upon a change in ownership of the combined Fitek/PSI, 
which is defined as a single transaction which results in a change in 
more than 50% control of the combined entity.

(c)    The issuance of the Fitek Exchange Stock and the Preferred 
Stock shall be made free and clear of all liens, mortgages, pledges, 
encumbrances, or charges, whether disclosed or undisclosed, except as the 
PSI Shareholders and Fitek shall have otherwise agreed in writing.

(d)    As provided herein, and immediately prior to the Closing, 
Fitek shall have issued and outstanding not more than 32,042,500 shares 
of Common Stock, including the shares to be issued pursuant to Section I0 
(c) hereof, not more than 8,042,500 Class A Warrants, and not more than 
8,042,500 Class B Warrants, and shall not have any shares of preferred 
stock issued and outstanding. Fitek will also have issued and outstanding 
804,250 warrants issued to Westminster Securities in connection with 
Fitek's public offering ("Underwriter Warrants").

(e)    None of the Exchange Stock and Preferred Stock issued or 
transferred to the PSI Shareholders and none of the PSI Stock transferred 
to Fitek hereunder shall, at the time of Closing, be registered under 
federal securities laws but, rather, shall be issued pursuant to an 
exemption therefrom and be considered "restricted stock" within the 
meaning of Rule 144 promulgated under the Securities Act of 1933, as 
amended (the "Act"). All of such shares shall bear a legend worded 
substantially as follows:


     The securities represented by this certificate have not been 
     registered under the Securities Act of 1933 (the "Act") and are 
     "restricted securities" within the meaning of Rule 144 under the 
     Act. The securities may not be offered for sale, sold or otherwise 
     transferred except pursuant to an effective registration statement 
     under the Act, or pursuant to an exemption from registration under 
     the Act, the availability of which is to be established to the 
     satisfaction of the Company.

The respective transfer agents of Fitek and PSI shall annotate their 
records to reflect the restrictions on transfer embodied in the legend 
set forth above. There shall be no requirement that Fitek register the 
Exchange Stock or Preferred Stock under the Act, nor shall PSI or the 
Shareholders be required to register any PSI Shares under the Act.

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3.   Closing.
     --------
The consummation of the exchange described in 
Sections 1 and 2 (the "Closing") shall take place on a date (the "Closing 
K)ate") chosen by mutual agreement of PSI and Fitek within sixty (60) 
days from the date of this Agreement, unless a later time shall be 
mutually agreed upon by the parties.

4.   Deliveries at Closing.
     ----------------------

(a)    PSI and the PSI Shareholders shall deliver to Fitek, at Closing:

     (1)    certificates representing all shares of the PSI Stock (both 
common and preferred) as described in Section 1 (b), each endorsed in 
blank by the registered owner;

     (2)    an agreement from each Shareholder, substantially in the 
form of Exhibit B, agreeing to a restriction on the transfer of the 
Exchange Stock as described in Section 1 l(c) hereof;

     (3)    a copy of a consent of PSI's board of directors authorizing 
PSI to take the necessary steps toward consummation of the transactions 
described by this Agreement; and

     (4)    a copy of a Certificate of Good Standing for PSI issued not 
more than thirty days prior to Closing by the Nevada Secretary of State.

(b)    Fitek shall deliver to the PSI Shareholders, at Closing, 
certificates representing the Exchange Stock and Preferred Stock, in the 
names of the appropriate Shareholders, each in the appropriate 
denomination, as described in Section 2.

(c)    Fitek shall deliver to the new Fitek Board, appointed 
pursuant to Section 11 (k) below, at Closing, the original of all of 
Fitek's corporate records.

(d)    Fitek shall deliver to PSI at Closing:

     (1)    a copy of a consent of Fitek's board of directors 
authorizing Fitek to take the necessary steps toward consummation of the 
transactions described by this Agreement and electing the new directors 
designated by PSI effective as of the Closing; and

     (2)    a copy of a Certificate of Good Standing for Fitek issued 
not more than thirty days prior to Closing by the Secretary of State of 
Delaware.

5.   Covenants. Representations and Warranties of PSI and the Shareholders.
     ----------------------------------------------------------------------
Subject to the schedule of exceptions, attached hereto as 
Exhibit C and incorporated herein by this reference, which schedule shall 
be acceptable to Fitek, PSI and Kast represent and warrant to Fitek as 
follows:

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(a)    Corporate Existence and Power of PSI. PSI is (i) a 
corporation duly incorporated, validly existing and in good standing 
under the laws of the State of Nevada, (ii) has all necessary corporate 
power and authority and all material licenses, authorizations, consents 
and approvals required to own, lease, license or use its properties now 
owned, leased, licensed or used and to carry on its business as now 
conducted, (iii) is duly qualified as a foreign corporation under the 
laws of each jurisdiction in which both (A) qualification is required 
either (i) to own, lease license or use its properties now owned, leased, 
licensed and used or (ii) to carry on its business as now conducted and 
(B) the failure to be so qualified could materially and adversely affect 
either or both of (i) the business, properties, operations, prospects or 
condition (financial or otherwise) of PSI and (ii) PSI's ability to 
perform its obligations under this Agreement and (iv) has all necessary 
corporate power and authority to execute and deliver this Agreement. 
PSI's books and records are complete and correct and have been maintained 
with good business practice and accurately reflect in all material 
respects the transactions to which they relate. Copies of PSI's 
Certificate of Incorporation, and all amendments thereof to date, 
certified by the proper Nevada officials, and of Fitek's bylaws as 
amended to date, together with all minutes of shareholders' and 
directors' meetings, certified by PSI's Secretary, will be delivered to 
Fitek prior to C19sing and shall be complete and correct as of the date 
of delivery of said documents. The same shall be subject to the review 
and approval of counsel for Fitek.

(b)    Subsidiaries and Ownership of Securities. PSI has, as of 
the date of this Agreement, no subsidiaries.

(c)    Capitalization. The aggregate number of shares of Common 
Stock, without par value, which PSI is authorized to issue is 25,000, of 
which 20,376 shares are currently issued and outstanding. All of such 
outstanding shares are validly issued, fully paid and nonassessable. PSI 
also has 50 shares of preferred stock issued and outstanding, which 
shares of preferred stock shall have been redeemed by PSI prior to 
Closing. PSI has no outstanding warrants or options to purchase Common 
Stock and no such warrants or options will be issued prior to the 
Closing.

According to PSI's books and records, each of the persons or 
entities that is to be a Shareholder at Closing is domiciled in one of 
the following jurisdictions: Nevada, Colorado or Idaho. All securities 
issued by PSI as of the date of this Agreement have been issued in 
compliance with all applicable state and federal laws.

(d)    Financial Statements. PSI will deliver to Fitek, prior to 
Closing, a copy of PSI's audited and unaudited financial statements 
through June 30, 1997 ("Financial Statements"), which will be true and 
complete and will have been prepared on a tax basis in accordance with 
generally accepted accounting principles. The Financial Statements have 
not been prepared in accordance with Regulation S-X appearing in Title 17 
of the Code of Federal Regulations ("Regulation S-X").

(e)    Absence of Undisclosed Liabilities. Except as disclosed in 
Exhibit C, as reflected in this Agreement or in PSI's unaudited balance 
sheet at June 30, 1997, PSI has no

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actual knowledge of any material liabilities of any nature, whether 
accrued, absolute, contingent, or otherwise, including, without 
limitation, annual franchise taxes or other corporate charges in the 
normal course of business.

(f)    Absence of Certain Changes. Except as disclosed in 
Exhibit C, since June 30, 1997, there has not been, and as of the 
Closing, there will not be (i) any change in PSI's financial 
condition, assets, liabilities, or business other than changes in 
the ordinary course of business, none of which, taken individually 
or considered together with other changes, has been materially 
adverse, or (ii) any damage, destruction, or loss, whether or not 
covered by insurance, materially and adversely affecting PSI's 
properties or business.

(g)    Title to Properties. PSI has good-and marketable 
title to all of its properties and assets, real and personal, 
tangible and intangible, none of which is subject to any security 
interest, mortgage, pledge, lien, encumbrance, or charge, except 
for liens, if any, shown on PSI's financial statements as of June 
30, 1997, or on Exhibit D prepared in compliance with subsection 
(j) below as securing specified liabilities set forth therein 
(with respect to which no default exists) and, except for minor 
imperfections of title and encumbrances, if any, which are not 
substantial in amount, do not materially detract from the value of 
the properties subject thereto, or materially impair PSI's 
operations and have arisen in the ordinary course of business.

(h)    Accounts Receivable. PSI represents that, except to 
the extent disclosed in Exhibit C or reserved against on its 
balance sheet at June 30, 1997, it is not aware of any material 
accounts and contracts receivable existing that in its judgment 
would be uncollectible. An account or contract receivable shall be 
deemed to be material if it is in excess of $50,000.

(i)    Litigation. Except as disclosed in Exhibit G, there 
is no litigation or proceeding pending, or to PSI's knowledge 
threatened, against or relating to PSI, its properties, or 
business, nor does PSI know or have reasonable grounds to know, of 
any basis for any such action, or of any governmental investigation 
relative to PSI, its properties, or business. PSI is not, and on 
the Closing Date will not be, in default under or with respect to 
any judgment, order, writ, injunction or decree of any court or of 
any federal, state, municipal or other governmental authority, 
department, commission, board, agency or other instrumentality; 
and PSI has, and on the Closing Date will have, complied in all 
material respects with all laws, rules, regulations and orders 
applicable to it and to its business, if any.

(j)    Exhibits Relating 19 Certain Matters. Exhibit D 
contains a complete and accurate recitation of the following 
documents: a description of all liens, mortgages, charges, and 
encumbrances that are outstanding with respect to any of the 
properties and assets of PSI; a list of all leases wherein PSI is 
either lessor or lessee; a list of all other written or oral 
contracts, commitments, agreements, and other contractual 
obligations to which PSI is a party; a list of all insurance 
policies carried by PSI; a description of all bonus, pension, 
profit sharing, retirement, stock purchase, stock option, 
hospitalization, insurance, and other executive or employee 
compensation or benefit plans to which PSI is a party; a list of 
all notes payable of PSI; and, a list of all notes and contracts 
receivable of PSI.

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<PAGE>

(k)    Contracts. PSI is not a party to any contract, except 
contracts described in Exhibits ~ Or D. To the best of its knowledge, PSI 
has in all material respects performed all obligations required to be 
performed by it to date and is not in default in any material respect 
under any agreements, leases, or other documents to which it is a party, 
except as disclosed in Exhibit D to this Agreement.

(1)    Taxes. Except as disclosed in Exhibit IU, PSI has filed in 
correct form, or has received proper extensions to file, all federal and 
state income tax returns due with respect to all periods through the end 
of its last fiscal year, and all real and personal property tax 
schedules, franchise, sales or use tax returns, and all federal and state 
employment and withholding tax returns that are required to be filed, and 
has paid or properly recorded in its books of record all taxes as shown 
on the said returns and all assessments received by it to the extent that 
such taxes and assessments have become due. The Internal Revenue Service 
has not examined any income tax return of PSI.

(m) Authority to Execute Agreement. The Board of Directors of 
PSI, pursuant to the power and authority legally vested in it, has duly 
authorized the execution and delivery by PSI of this Agreement, and has 
duly authorized each of the transactions hereby contemplated. A copy of 
the Consent of Board of Directors of PSI authorizing such action is 
attached hereto as Exhibit E and incorporated herein by this reference. 
PSI has the power and authority to execute and deliver this Agreement, to 
consummate the transactions hereby contemplated and to take all other 
actions required to be taken by it pursuant to the provisions hereof. PSI 
has taken all actions required by law, its Articles of Incorporation, as 
amended, its bylaws, as amended, or otherwise to authorize the execution 
and delivery of this Agreement. This Agreement is valid and binding upon 
PSI and Kast in accordance with its terms. Neither the execution and 
delivery of this Agreement nor the consummation of the transactions 
contemplated hereby will constitute a violation or breach of the Articles 
of Incorporation, as amended, or the bylaws, as amended, of PSI, or any 
agreement, stipulation, order, writ, injunction, decree, law, rule or 
regulation applicable to PSI.

(n)    Finder's Fees. PSI and Kast are not, and on the Closing 
Date will not be, liable or obligated to pay any finder's, agent's or 
broker's fee arising out of or in connection with this Agreement or the 
transactions contemplated by this Agreement.

(o)    Disclosure. No representation or warranty by PSI in this 
Agreement, nor any statement or certificate hereto, or in connection with 
the transactions contemplated hereby, knowingly contains or will contain 
any untrue statement of a material fact, or omits or will omit to state a 
material fact necessary to make the statements contained therein not 
misleading.

(p)    Compliance. To the best of its knowledge, PSI has complied 
in all material respects with all applicable laws, orders and regulations 
of federal, state, municipal and/or other governments and/or any 
instrumentality thereof, domestic or foreign, currently applicable to its 
assets and to the business conducted by it.

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<PAGE>

(q)    Change of Fitek Name. PSI agrees to use its best 
efforts to amend Fitek's Certificate of Incorporation immediately 
following the Closing to change Fitek's name to Global Water 
Technology, Inc., or to a name that is substantially similar.

(r)    Fitek Representative Or Board Member. PSI agrees 
that the current Fitek board shall have the right, in lieu of 
naming a board member pursuant to Section 1 l(k), to designate a 
non-board advisor who shall be entitled to notice of and to attend 
all board meetings. In any of the circumstances stated above or in 
Section 11 (k), PSI agrees that the Fitek representative (or board 
member) shall have the right to be reimbursed for all travel 
expenses to attend meetings and shall receive such compensation as 
may be approved by the new Fitek board of directors but no less 
than the compensation that any other "outside" director of Fitek, 
if any, may receive.

6.   Access and Information.
     -----------------------
Subject to the protections provided 
by Section 14, PSI shall give to Fitek and to Fitek's counsel, 
accountants, and other representatives full access, during normal 
business hours throughout the period prior to the Closing, to all of 
PSI's properties, books, contracts, commitments, and records, including 
information concerning products and customer base, and patents held by, 
or assigned to, PSI, and furnish Fitek during such period with all such 
information concerning PSI's affairs as Fitek reasonably may request.

7.   Covenants. Representation and Warranties of Fitek, Kramer and Miller.
     ---------------------------------------------------------------------
Fitek, Kramer and Miller, and each of them, represents and 
warrants as follows:

(a)    Corporate Existence and Power of Fitek. Fitek is (i) 
a corporation duly incorporated, validly existing and in good 
standing under the laws of the State of Delaware, (ii) has all 
necessary corporate power and authority and all material licenses, 
authorizations, consents and approvals required to own, lease, 
license or use its properties now owned, leased, licensed or used 
and to carry on its business as now conducted, (iii) is duly 
qualified as a foreign corporation under the laws of each 
jurisdiction in which both (A) qualification is required either 
(i) to own, lease license or use its properties now owned, leased, 
licensed and used or (ii) to carry on its business as now 
conducted and (B) the failure to be so qualified could materially 
and adversely affect either or both of (i) the business, 
properties, operations, prospects or condition (financial or 
otherwise) of Fitek and (ii) Fitek's ability to perform its 
obligations under this Agreement and (iv) has all necessary 
corporate power and authority to execute and deliver this 
Agreement. Fitek's books and records are complete and correct and 
have been maintained with good business practice and accurately 
reflect in all material respects the transactions to which they 
relate. Copies of Fitek's Certificate of Incorporation, and all 
amendments thereof to date, certified by the proper Delaware 
officials, and of Fitek's bylaws as amended to date, together with 
all minutes of shareholders' and directors' meetings, certified by 
Fitek's Secretary, will be delivered to PSI prior to Closing and 
shall be complete and correct as of the date of delivery of said 
documents. The same shall be subject to the review and approval of 
counsel for PSI.

(b)    Subsidiaries. Fitek has, as of the date of this 
Agreement, no subsidiaries.

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<PAGE>

(c)    Capitalization. As of the date of this Agreement, the 
aggregate number of shares of common stock, par value $.00001 per share, 
which Fitek is authorized to issue is 500,000,000 of which 32,042,500 
shares are currently issued and outstanding. In addition, there are 
8,042,500 Class A Common Stock Purchase Warrants and 8,042,500 Class B 
Common Stock Purchase Warrants issued and outstanding, each of which 
warrants is exercisable for one share of common stock at a price of $.12 
per share for Class A Warrants and $.20 per share for Class B Warrants. 
Fitek also has issued 804,250 Underwriter Warrants. Except for the Class 
A Common Stock Purchase Warrants and Class B Common Stock Purchase 
Warrants and the Underwriter Warrants, no options or rights to purchase 
common stock or preferred stock are currently outstanding, or will be 
outstanding as of the Closing. The aggregate number of shares of 
preferred stock, par value $.00001 per share, which Fitek is authorized 
to issue is 20,000,000, of which no shares are issued and outstanding.

(d)    Financial Statements. Fitek will deliver to PSI, prior to 
Closing, copies of all of Fitek's audited and unaudited financial 
statements through June 30, 1997, all of which are true and complete and 
have been prepared in accordance with generally accepted accounting 
principles and Regulation S-X.

(e)    Absence of Undisclosed Liabilities. Except to the extent 
reflected in this Agreement or in Fitek's balance sheet at June 30, 1997, 
none of Fitek, Kramer or Miller has any knowledge of any liabilities, as 
of such date, of any nature, whether accrued, absolute, contingent, or 
otherwise, including, without limitation, annual franchise taxes or other 
corporate charges in the normal course of business. There are no 
liabilities, contingent or otherwise, which have been incurred as a 
result of any prior letters of intent between Fitek and any other company 
relating to an unconsummated business combination between Fitek.

(f)    Absence of Certain Changes. Fitek is engaged in no business 
and conducts no operations. Since June 30, 1997, there has not been any 
material change in Fitek's financial condition, assets or liabilities, 
except the incurring of expenses in connection with the acquisition of 
PSI or as reflected in this Agreement.

(g)    Litigation. There is no litigation or proceeding pending, 
or to Fitek's, Kramer's or Miller's knowledge, threatened, against or 
relating to Fitek, nor does Fitek know or have reasonable grounds to 
know, of any basis for any such action, or of any governmental 
investigation relative to Fitek. Fitek is not, and on the Closing Date 
will not be, in default under or with respect to any judgment, order, 
writ, injunction or decree of any court or of any federal, state, 
municipal or other governmental authority, department, commission, board, 
agency or other instrumentality; and Fitek has, and on the Closing Date 
will have, complied in all material respects with all laws, rules, 
regulations and orders applicable to it, if any.

(h)    Contracts. Fitek is not a party to any contract, nor is 
Fitek a party to any written or oral commitment, for capital 
expenditures. Fitek has in all material respects performed all 
obligations required to be performed by it to date and is not in default 
in any material respect under any agreements or other documents to which 
it was a party.

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<PAGE>

(i)    SEC Filings. As of the date of this Agreement, Fitek has 
filed with the Securities and Exchange Commission ("SEC") all 
registration statements, financial statements, applications, reports, 
schedules, forms, proxy statements and all other instruments, documents 
and written information (collectively, the "SEC Filings") required to be 
filed by Fitek under the Securities Act of 1933, as amended (the "1933 
Act") and the Securities Exchange Act of 1934, as amended (the "1934 
Act"). All documents filed with the SEC complied in all material respects 
with the requirements of the 1933 Act and the 1934 Act, as the case may 
be, and none of the SEC Filings (including any and all financial 
statements included therein) contains or, on the Closing Date, will 
contain any untrue statement of a material fact or omits or, on the 
Closing Date, will omit to state a material fact necessary in order to 
make the statements contained therein, in light of the circumstances in 
which they were made or shall have been made, not misleading. The 
financial statements of Fitek included in the SEC Filings comply as to 
form in all material respects with applicable accounting requirements 
and published rules and regulations of the SEC with respect thereto.

(j)    Authority. to Execute Agreement. The Board of Directors of 
Fitek, pursuant to the power and authority legally vested in it, has duly 
authorized the execution and delivery by Fitek of this Agreement and the 
Fitek Exchange Stock, and has duly authorized each of the transactions 
hereby contemplated. A copy of the Consent of Board of Directors of Fitek 
authorizing such action is attached hereto as Exhibit F and incorporated 
herein by this reference. Fitek has the power and authority to execute 
and deliver this Agreement, to consummate the transactions hereby 
contemplated and to take all other actions required to be taken by it 
pursuant to the provisions hereof. Fitek has taken all the actions 
required by law, its Certificate of Incorporation, as amended, its 
bylaws, as amended, or otherwise to authorize the execution and delivery 
of the Fitek Exchange Stock pursuant to the provisions hereof. This 
Agreement is valid and binding upon Fitek in accordance with its terms. 
Neither the execution and delivery of this Agreement nor the consummation 
of the transactions contemplated hereby will constitute a violation or 
breach of the Certificate of Incorporation, as amended, or the bylaws, as 
amended, of Fitek, or any agreement, stipulation, order, writ, 
injunction, decree, law, rule or regulation applicable to Fitek. Upon 
issuance, the Fitek Exchange Stock shall be validly issued, fully paid 
and non-assessable.

(k)    Finder's Fees. Fitek is not, and on the Closing Date will 
not be, liable or obligated to pay any finder's, agent's or broker's fee 
arising out of or in connection with this Agreement or the transactions 
contemplated by this Agreement.

(1)    Disclosure. No representation or warranty by Fitek in this 
Agreement, nor any statement or certificate furnished or to be furnished to 
PSI or the Shareholders pursuant hereto, or in connection with the 
transactions contemplated hereby, knowingly contains or will contain any 
untrue statement of a material fact, or omits or will omit to state a 
material fact necessary to make the statements contained therein not 
misleading.

(m) Taxes. Fitek has filed all federal income tax returns due with 
respect to all periods through the end of its last fiscal year, and has 
paid all taxes as shown on the said returns

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and all assessments received by it to the extent that such taxes 
and assessments have become due. The Internal Revenue Service has 
riot examined any income tax return of Fitek.

(n)    Registration Rights. Except to the extent set forth 
in Fitek's Prospectus, dated April 14, 1992, which pertains to 
Fitek's obligations in favor of its warrantholders, Fitek has not 
granted any registration rights to holders of warrants or to 
holders of restricted Common Stock.

8.   Access and Information.
     -----------------------
Subject to the protections provided 
by Section 14, each party shall give the other party and their counsel, 
accountants, and other representatives full access, during normal 
business hours throughout the period prior to the Closing, to all of the 
party's properties, books, contracts, commitments, and records, if any, 
and shall furnish the other party during such period with all such 
information concerning its affairs as the other party reasonably may 
request.

9.   Conduct of PSI Business Pending Closing.
     ----------------------------------------
PSI and Kast covenant that pending the Closing:

(a)    Except as described in, or as may be necessary to 
effect the transactions contemplated by, the next sentence, no 
change will be made in PSI's Articles of Incorporation or bylaws 
and no change will be made in PSI's issued shares of stock, other 
than such changes as may be first approved in writing by Fitek. 
Fitek and Kast acknowledge that Kast intends to transfer 
outstanding PSI shares, prior to the Closing, to one or more of 
the persons or entities listed on Exhibit A-2.

(b)    No dividends shall be declared and no stock options 
shall be granted.

(c)    Except as otherwise requested by Fitek, PSI will use 
its best efforts (without making any commitment on Fitek's behalf) 
to preserve PSI's business organization intact; to keep available 
to PSI the services of its present officers and employees; and to 
preserve the goodwill of those having business relations with PSI.

10.   Conduct of Fitek Pending Closing.
      ---------------------------------
Fitek covenants that, pending the Closing:

(a)    Except as provided in Section 10 (c), no change will 
be made in Fitek's Certificate of Incorporation or bylaws or in 
Fitek's authorized or issued shares of stock, except as may be 
first approved in writing by PSI.

(b)    No dividends shall be declared, no stock options 
granted and no employment agreements shall be entered into with 
officers or directors of Fitek, except as contemplated by this 
Agreement or as may be first approved in writing by PSI.

(c)    PSI and Kast agree that Fitek shall, prior to the 
Closing, issue to each of Kramer and Miller 1,500,000 shares of 
the Common Stock of Fitek as full compensation for prior services 
of Kramer and Miller as officers and directors of Fitek to the 
date of the Closing. Such shares shall not be registered under the 
federal securities laws, but rather shall be considered

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<PAGE>

"restricted stock" with the same characteristics as are set forth 
in Section 2 (e) hereof with respect to the Exchange Stock.         
~

11.    Conditions Precedent to Closing.
       --------------------------------
All obligations of Fitek, 
PSI and the PSI Shareholders under this Agreement are subject to the 
fulfillment, prior to or at the Closing, of all conditions elsewhere 
herein set forth, including, but not limited to, receipt by the 
appropriate party of all deliveries required by Section 4 herein, and 
fulfillment, prior to the Closing, of each of the following conditions, 
unless any such conditions are waived by such party at or before the 
Closing:

(a)    The respective representations, warranties and 
covenants of PSI and Kast, and of Fitek, Kramer and Miller 
contained in this Agreement shall be true at the time of Closing 
as though such representations, warranties and covenants were made 
at such time.

(b)    PSI, Kast, Fitek, Kramer and Miller shall have 
performed and complied with all agreements and conditions required 
by this Agreement to be performed or complied with by each prior 
to or at the Closing.

(c)    Each PSI Shareholder acquiring Exchange Stock will 
be required, at Closing, to submit an agreement, substantially in 
the form of Exhibit B, confirming that all the Exchange Stock 
received will be acquired for investment and not with a view to, 
or for sale in connection with, any distribution thereof, and 
agreeing not to transfer any of the Exchange Stock for a period of 
one year from the Closing Date, except to those persons approved 
by legal counsel to Fitek as falling within an exemption from 
registration under the Act and any applicable state securities 
laws, which transfers do not constitute a public distribution of 
securities, and in which the transferees execute an investment 
letter in form and substance satisfactory to counsel for Fitek. 
The foregoing provision shall not prohibit the registration of 
those shares at any time following the Closing. Each PSI 
Shareholder acquiring Exchange Stock will be required to transfer 
to Fitek at the Closing his or her respective PSI Shares, free and 
clear of all liens, mortgages, pledges, encumbrances or changes, 
whether disclosed or undisclosed.

(d)    Fitek shall have been presented with, and shall have 
approved, an updated version of Exhibits C and D, prepared by PSI, 
current as of the Closing.

(e)    Each party shall have received favorable opinions 
from the other party's counsel on such matters in connection with 
the transactions contemplated by this Agreement as are reasonable, 
including an opinion from counsel for PSI that the Exchange, if 
consummated, will not in any manner violate corporate or 
securities laws of any states where any PSI Shareholder resides.

(f)    Each party shall have satisfied itself that since 
the date of this Agreement the business of the other party has 
been conducted in the ordinary course except to the extent 
otherwise contemplated by this Agreement. In addition, each party 
shall have satisfied itself that no withdrawals of cash or other 
assets have been made and no indebtedness has been incurred since 
the date of this Agreement, except the possible execution by PSI 
of a lease with an option

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<PAGE>

to purchase an office building and with respect to services rendered or 
expenses incurred in connection with the consummation of the transactions 
contemplated by this Agreement, unless said withdrawals or indebtedness 
were either contemplated by the terms of this Agreement or subsequently 
consented to in writing by the parties.

(g)    Each party covenants that, to the best of its knowledge, it 
has complied in all material respects with all applicable laws, orders 
and regulations of federal, state, municipal and/or other governments 
and/or any instrumentality thereof, domestic or foreign, applicable to 
their assets, to the business conducted by them and to the transactions 
contemplated by this Agreement.

(h)    Fitek shall have provided to PSI through June 30, 1997, all 
audited and unaudited financial statements prepared in accordance with 
generally accepted accounting principles and with Regulation S-X, and the 
audited statements certified as such by independent accountants of Fitek.

(i)    PSI shall have provided to Fitek audited financial 
statements of PSI for the three most recently completed fiscal years (or 
for such shorter period as PSI or its subsidiaries, if any, shall have 
been in existence), prepared on a tax basis in accordance with generally 
accepted accounting principles, together with unaudited financial 
statements in the same form for the period from the end of the most 
recently ended fiscal year to a date within thirty days of the Closing. 
Such unaudited financial statements of PSI shall have included the 
following schedules: Schedule of Assets; Schedule of Notes Payable; 
Schedule of Accounts Payable; and Schedule of Notes Receivable or, in 
their absence, an affirmation that such items do not exist. PSI shall 
also provide, as of a date within ten days of Closing, an update of any 
material change in the aforementioned schedules. In addition, PSI will 
deliver to Fitek, prior to Closing, in a form satisfactory to Fitek, a 
letter from PSI's independent auditors confirming that PSI's financial 
statements, covering the three most recently completed fiscal years, are 
auditable and can be prepared in accordance with generally accepted 
accounting principles and Regulation S-X within seventy-five (75) days of 
the Closing Date.

(j)    Each party shall have granted to the other party (acting 
through its management personnel, counsel, accountants or other 
representatives designated by it) full opportunity to examine its books 
and records, properties, plants and equipment, proprietary rights and 
other instruments, rights and papers of all kinds in accordance with 
Sections 6 and 8 hereof and each party shall be satisfied to proceed with 
the transactions contemplated by this Agreement upon completion of such 
examination and investigation.

(k)    Effective as of the Closing Date, all (or, at Fitek's 
option, all but one) of the members of Fitek's current board of directors 
and each and every person serving as an officer of Fitek shall resign 
their respective positions and/or offices by tendering written 
resignations. Immediately prior to said resignations, Fitek's board of 
directors shall appoint as members of Fitek's new board those persons 
designated by PSI to fill said director positions, with such appointments 
to be effective as of the Closing. If all members of Fitek's current 
board of

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<PAGE>

directors (the "Current Board") resign as of the Closing, the parties 
hereto agree that the Current Board may designate, at any time within 
Twelve months following the Closing, one person to serve as a member of 
the Board. If that person is not a current board member of Fitek, the 
nominee shall be subject to the approval of PSI.

(1)    All press releases, shareholder communications, SEC Filings 
and other publicity generated by Fitek or PSI regarding the transactions 
contemplated by this Agreement shall have been reviewed and approved by 
the other party before their release to the public or any governmental 
agency.

(m) Each party shall have satisfied itself that all transactions 
contemplated by this Agreement, including those contemplated by the 
exhibits attached hereto, shall be legal and binding under applicable 
statutory and case law of the States of Delaware and Nevada, 
respectively, including, but not limited to Nevada's securities laws and 
all other applicable state securities laws.

(n)    Each of the PSI Stockholders shall have tendered his or her 
stock certificate or certificates to Fitek, endorsed in blank, to permit 
the transfer of the PSI's Exchange Stock at Closing as contemplated by 
Section 2(b).

(o)    At PSI's request, Kramer and Miller shall act as advisors 
to Fitek/PSI for a period of up to twelve months following the Closing, 
performing such duties as shall be assigned by the Fitek board of 
directors. Kramer and Miller agree to perform the functions as advisor 
without compensation. However, Kramer and Miller shall be entitled to 
reimbursement of all out of pocket expenses incurred in the performance 
of duties assigned to them as advisors.

(p)    All holders of Fitek restricted common stock in excess of 
one million shares shall execute agreements in form and substance 
satisfactory to PSI and Fitek whereby they agree that 75% of their 
restricted shares shall not be sold for a period of twelve months 
following Closing, except that private sales may be made to purchasers 
who agree to be bound by the provisions of the "lock-up" agreement. No 
such private sales may be made, however, unless PSI and its counsel have 
received an opinion from counsel for the seller that the proposed private 
sale is exempt from the registration provisions of the 1933 Act and 
applicable state securities laws.

(q)    Each party shall have received from the other party the 
following, each dated as of the Closing Date, in form and substance 
reasonably satisfactory to the receiving party:

     (i)    a certificate of the President of PSI or Fitek, as 
the case may be, to the effect that (i) the representations and 
warranties of such other party contained in this Agreement are true and 
correct in all material respects as of the Closing Date and (ii) such 
other party has performed, in all material respects, all covenants and 
other obligations required by this Agreement to be performed by it at or 
before the Closing Date; and

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<PAGE>

     (ii) a certificate of the Secretary of State of each 
jurisdiction in which such other party is incorporated, dated as of a 
recent date, as to the good standing of and payment of taxes by such 
other party and as to the charter documents of such other party on file 
in the office of the Secretary of State.

12.   Standstill Agreement.
      ---------------------
Prior to the closing, none of Fitek, 
PSI, Kast, Kramer or Miller may discuss or negotiate with any other 
corporation, firm or person, or entertain or consider any inquiries, or 
proposals relating to the possible disposition of their shares of capital 
stock of their companies, or their assets, and each of them will cause 
their respective companies to conduct business only in the ordinary 
course, except that PSI may undertake investigation, discussion and/or 
negotiations with potential acquisition candidate companies, provided 
that such negotiations, discussions and investigations are in furtherance 
of PSI's business plan, and further, Kast shall be authorized to sell his 
stock to employees and/or others prior to Closing. Notwithstanding the 
foregoing, each party shall be free to engage in activities mentioned in 
the preceding sentence which are designed to further the mutual interests 
of the parties for the contemplated consolidation of the companies and 
advancement of PSI' s business plan.

13.   Termination.
      ------------
This Agreement may be terminated prior to 
Closing, and the contemplated transactions abandoned, without liability 
to either party, except with respect to the obligations of Fitek, PSI and 
Kast under Section 14 hereof:

(a)    by mutual consent of the parties;

(b)    by Fitek, if in its reasonable belief there has been a 
material misrepresentation or breach of warranty on the part of PSI or 
Kast in the representations and warranties set forth in the Agreement;

(c)    by PSI or Kast if, in the reasonable belief of PSI or Kast, 
there has been a material misrepresentation or breach of warranty on the 
part of Fitek, Kramer or Miller in the representations and warranties set 
forth in the Agreement;

(d)    by either Fitek or by Kast if the Closing shall not have occurred by the 
Closing Date;

(e)    by Fitek if, in its opinion or that of its counsel, the 
transactions contemplated by this Agreement do not qualify for exemption 
from registration under applicable federal and state securities laws, or 
qualification, if obtainable, cannot be accomplished, in Fitek's opinion 
or that of its counsel, without unreasonable expense or effort;

(f)    by Fitek if, in its opinion or that of its counsel, the 
transactions contemplated by this Agreement cannot be consummated under 
Nevada or other relevant state corporate law or, if consummation is 
possible, that it cannot be accomplished, in Fitek's opinion or that of 
its counsel, without unreasonable expense or effort;

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<PAGE>

(g)    by Fitek or by Kast if Fitek in its sole discretion 
or Kast in his discretion shall determine that any of the 
transactions contemplated by this Agreement have become inad-
visable or impracticable by reason of the institution or threat by 
state, local, or federal governmental authorities or by any other 
person of material litigation or proceedings against any party;

(h)    by Fitek if the business or assets or financial 
condition of PSI, taken as a whole, have been materially and 
adversely affected, whether by the institution of litigation or by 
reason of changes or developments or in operations in the ordinary 
course of business or otherwise; or, by a Kast if the business or 
assets or financial condition of Fitek, taken as a whole, have 
been materially and adversely affected, whether by the institution 
of litigation or by reason of changes or developments or in 
operations in the ordinary course of business or otherwise;

(i)    by Fitek if it shall appear to Fitek that PSI shall 
not be able to obtain within a reasonable amount of time after 
Closing all consents and approvals of all governmental authorities 
having any jurisdiction over the business of PSI, or if such 
authorities shall withdraw any approvals, licenses, or permits 
given to PSI or to any other entity with which PSI is affiliated 
or in which PSI has an interest;

(j)    by Fitek if more than 5% (by percentage ownership) 
of the PSI Shareholders dissent from the exchange described in 
Sections 1 and 2, or are unable or for any reason refuse to 
transfer any or all of their PSI Shares to Fitek in accordance 
with Section 1, or fail to tender at the Closing the certificate 
or certificates, endorsed in blank, representing all of their PSI 
Stock;

(k)    by PSI if Fitek fails to perform material conditions 
set forth in Section 11;

(1)    by PSI if examination of Fitek's books and records 
pursuant to Section 8 uncovers a material deficiency; and

(m) by Fitek if PSI fails to perform material conditions 
set forth in Section 11.

In the event of a bad-faith termination of this Agreement, the 
non-terminating party shall be limited solely and exclusively to recovery 
of its attorney's fees expended in the preparation and reporting of the 
transaction. Fitek, Kramer and Miller expressly waive all other damages, 
fees, costs, and lost opportunity costs (consequential damages) against 
each other as a result of termination of this Agreement.

14.   Confidentiality.
      ----------------
While each party is obligated to provide 
access to and furnish information in accordance with Sections 6 and 8 
herein, it is understood and agreed that such disclosures and information 
subsequently obtained as a result of such disclosures are proprietary and 
confidential in nature. Each party agrees to hold such information in 
confidence and not to reveal any such information to any person who is 
not a party to this Agreement, or an officer, director, key employee, or 
shareholder thereof, and not to use the information obtained for any 
purpose other than assisting in

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<PAGE>

its due diligence inquiry precedent to the Closing. Upon request of any 
party, a confidentiality agreement, acceptable to the disclosing party, 
will be executed by any person selected to receive such proprietary 
information, prior to receipt of such information.

15.   Nature and Survival of Representations.
      ---------------------------------------
All statements 
contained in any certificate or other instrument delivered by or on 
behalf of PSI, Kast, Fitek, Kramer or Miller pursuant hereto, or in 
connection with the transactions contemplated hereby, shall be deemed 
representations and warranties by PSI, Kast, Fitek Kramer or Miller, 
respectively, and shall survive the closing for a period of twelve (12) 
months.

16.   Binding Agreement.
      ------------------

(a) This Agreement shall become binding upon the parties 
when, but only when, it shall have been signed by or on behalf of 
all parties.

(b) Subject to the condition stated in subsection (a), 
above, this Agreement shall be binding upon, and inure to the 
benefit of, the respective parties and their legal 
representatives, successors and assigns. This Agreement, in all of 
its particulars, shall be enforceable by legal action for the 
recovery of damages or by way of specific performance and the 
terms and conditions of this Agreement shall remain in full force 
and effect subsequent to Closing and shall not be deemed to be 
merged into any documents conveyed and delivered at the time of 
Closing. In the event that any person is required to initiate any 
action at law or in equity for the enforcement of this Agreement, 
the prevailing party in such litigation shall be entitled to 
recover, from the party determined to be in default, all of its 
reasonable costs incurred in said litigation, including attorneys' 
fees.

17.   Construction.
      -------------
This Agreement is intended to be performed in 
the State of Colorado, and shall be construed and enforced in accordance 
with the laws of that State.

18.   Notices.
       --------
All notices, requests, demands, and other 
communications hereunder shall be in writing, and shall be deemed to have 
been duly given if delivered or mailed, first class postage, prepaid, to 
PSI or Kast, at 12600 West Colfax Ave, Suite C-500, Lakewood, CO 80215, 
Attention: George Kast, or if to Fitek, Kramer or Miller at 300 High 
Street, Denver, CO 80218, Attention: Ronald J. Miller.

19.   Counterparts.
      -------------
This Agreement may be executed in two or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

20.   Arbitration.
      ------------
Any dispute arising pursuant to or in any way 
related to this Agreement or the transactions contemplated hereby shall 
be settled by arbitration in the City and County of Denver, State of 
Colorado, provided, however, that nothing in this Section shall restrict 
the right of either party to apply to a court of competent jurisdiction 
for emergency relief pending final determination of a claim by 
arbitration in accordance with this Section. All arbitration shall be 
conducted in accordance with the

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<PAGE>

rules and regulations of the American Arbitration Association by a panel 
of three arbitrators, one selected by each party and the third selected 
by the other two arbitrators. Each party shall pay their own expenses 
associated with such arbitration, including the expenses of any 
arbitrator selected by such party and 50% of the expenses of the third 
arbitrator. The decision of the arbitrator shall be binding upon the 
parties and judgment in accordance with that decision may be entered in 
any court having jurisdiction thereof.

21.   Enforceability.
      ---------------
Any provision of this Agreement which is 
prohibited or unenforceable in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such prohibition or 
unenforceability without invalidating the remaining provisions hereof, 
and any such prohibition or unenforceability in any jurisdiction shall 
not invalidate or render unenforceable such provision in any other 
jurisdiction. To the extent permitted by applicable law, the parties 
hereto hereby waive any provision of law which renders any provision 
'hereof prohibited or unenforceable in any respect.

IN WITNESS WHEREOF, the parties have duly executed this Agreement 
as of the date first above written.

PSYCHROMETRIC SYSTEMS, INC.                 FI-TEK VI, INC.


By:\S\ George A. Kast                       By:\s\Frank L. Kramer
   -----------------------------              -------------------------
   George A. Kast, President                  Frank L. Kramer, President

   \s\ George A. Kast                          \s\Frank L. Kramer
   -----------------------------               ------------------------
   George A. Kast                              Frank L. Kramer

                                               \s\Ronald J. Miller
                                               ------------------------
                                               Ronald J. Miller

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EXHIBIT LIST

Exhibit A-1 -- Names and Respective Shareholdings in PSI of the 
Individuals and Entities that are currently PSI 
Shareholders.

Exhibit A-2 -- Names and Anticipated Respective Shareholdings in PSI of 
the Individuals and Entities that are to be PSI 
Shareholders immediately prior to Closing.

Exhibit B -- Form of Investment Letter of PSI Shareholders.

Exhibit C --Schedule of Exceptions to Covenants, Representations and Warranties
of Psychrometric Systems, Inc.

Exhibit D --Description of Liens, Mortgages, Charges and Encumbrances of 
Psychrometric Systems, Inc.

Exhibit E -- Consent of Board of Directors of Psychrometric Systems, Inc.

Exhibit F -- Consent of Directors of Fi-Tek VI, Inc.

<PAGE>