SALE AND PURCHASE AGREEMENT

                             Between

                 NICK FEROLITO and RUSSELL BROWN
                           as Sellers

                               And

               ADDVANTAGE TECHNOLOGIES GROUP, INC.
                            as Buyer


                        TABLE OF CONTENTS
                                                             Page
ARTICLE I                                                      2
     1.01 Defined Terms.                                       2
     1.02 Other Definitional Provisions.                       5
ARTICLE II                                                     6
     2.01 Purchase and Sale                                    6
     2.02 Excluded Assets                                      6
     2.03 Purchase Price                                       6
     2.04 Instruments of Conveyance and Transfer               6
ARTICLE III                                                    7
     3.01 Closing                                              7
     3.02 Closing Obligations                                  7
ARTICLE IV                                                     8
     4.01 Organization, Good Standing, Power.                  8
     4.02 Capitalization                                       8
     4.03 Subsidiaries                                         8
     4.04 Authorization of Agreement.                          8
     4.05 Contracts and Agreements.                           10
     4.06 Trade Names, Trademarks, Copyrights, Etc.           10
     4.07 Proprietary Rights.                                 10
     4.08 Title to Properties: Absence of Liens and
          Encumbrances: Leases                                11
     4.09 Financial Statements; No Adverse Changes.           11
     4.10 Labor Matters.                                      12
     4.11 Taxes.                                              12
     4.12 Litigation                                          13
     4.13 Insurance.                                          13
     4.14 Brokers and Finders.                                13
     4.15 Compliance with Laws.                               13
     4.16 Bills and Invoices                                  14
     4.17 Customers and Suppliers                             14
     4.18 Accounts Receivable.                                15
     4.19 Books and Records                                   15
     4.20 Untrue Statements.                                  15
     4.21 Actions Since April 30, 2001.                       15
     4.22 Sellers Investment Representations                  15
ARTICLE V                                                     16
     5.01 Organization, Good Standing, Power.                 16
     5.02 Brokers and Finders.                                17
ARTICLE VI                                                    17
     6.01 Approvals.                                          17
     6.02 Investigation by Buyer.                             18
     6.03 Conduct of Business.                                18
     6.04 No Disposal of Property.                            19
     6.05 No Acquisitions                                     19

                             -i-
<PAGE>
     6.06 No Breach or Default                                19
     6.07 No Indebtedness                                     19
     6.08 Payment of Liabilities.                             20
     6.09 Notice and Cure.                                    20
     6.10 Cooperation of Management Pending Transaction.      20
     6.11 Certificates of Good Standing.                      20
     6.12 Employee Benefit Plans                              20
     6.13 Name Change.                                        21
ARTICLE VII                                                   21
     7.01 Approvals.                                          21
     7.02 Obligation of Buyer to Make Transaction Effective.  21
     7.03 Notice and Cure.                                    21
ARTICLE VIII                                                  22
     8.01 Consents and Approvals.                             22
     8.02 Certain Actions, Etc..                              22
ARTICLE IX                                                    22
     9.01 Accuracy of Representations and Warranties.         23
     9.02 Performance of Covenants, Agreements and Conditions.23
     9.03 Officers' Certificate, Etc.                         23
     9.04 Real Estate Purchase  Agreement                     23
     9.05 Non-Compete and Other Agreements                    23
     9.06 Employment Agreements.                              23
     9.07 Delivery of Assignments                             23
ARTICLE X                                                     23
     10.01 Accuracy of Representations and Warranties.        24
     10.02 Performance of Covenants, Agreements and
           Conditions.                                        24
     10.03 Officers' Certificates, Etc                        24
     10.04 Employment Agreements                              24
     10.05 Real Estate Purchase  Agreement                    24
     10.06 Payment of Shareholder Loans                       24
ARTICLE XI                                                    24
     11.01 Termination.                                       24
     11.02 Effect of Termination.                             25
     11.03 Waiver.                                            25
ARTICLE XII                                                   25
     12.01 Confidentiality.                                   25
     12.02 Public Announcements.                              26
     12.03 Additional Agreements.                             26
     12.04 Forwarding Payments and Property                   26
     12.05 Available Remedies.                                26
     12.06 Indemnification.                                   26
     12.07 Actions of the Parties after the Closing Date      28
ARTICLE XIII                                                  29
     13.01 Expenses.                                          29
     13.02 Notices.                                           29
                             -ii-

<PAGE>
     13.03 Time.                                              30
     13.04 Entire Agreement; Amendment                        30
     13.05 Binding Effect; Benefits.                          30
     13.06 Assignment.                                        31
     13.07 Applicable Law.                                    31
     13.08 Counterparts.                                      31


                             -ii-

<PAGE>

The following exhibits and schedules to the Sale and Purchase Agreement
have been omitted:

     Exhibit A -Escrow Agreement
     Exhibit B - Red Thor Real Estate Purchase Agreement
     Exhibit C - Ferolito Real Estate Purchase Agreement
     Exhibit D - Non-Compete Agreement
     Exhibit E - Employment Agreement

     Schedule 2.02 - Excluded Receivables
     Schedule 4.04 - Permits
     Schedule 4.05 - Contracts
     Schedule 4.06 - Trade Names, Fictitious Names
     Schedule 4.09 - Financial Statements
     Schedule 4.13 - Litigation
     Schedule 4.14 - Insurance
     Schedule 4.18 - Customers and Suppliers

                             -iii-

<PAGE>

                   SALE AND PURCHASE AGREEMENT

     This  Agreement  is entered into as of May  31,  2001  (this
"Agreement"), by and among ADDvantage Technologies  Group,  Inc.,
an  Oklahoma  corporation ("Buyer"), and Nick  Ferolito,  Russell
Brown (the "Sellers").

                            RECITALS:

      WHEREAS,  Sellers  own  all of the issued  and  outstanding
shares  of  common  stock of Fero-Midwest,  Inc.,  d/b/a  Comtech
Services, Inc. (the "Company");

      WHEREAS,  Buyer desires to purchase and Sellers  desire  to
sell,  on  the terms, in the manner and subject to the conditions
reflected below, all the issued and outstanding shares of  common
stock of the Company.

       WHEREAS,  the  parties  hereto  desire  to  make   certain
representations,   warranties,  covenants   and   agreements   in
connection with such purchase and sale of stock provided  for  in
this  Agreement and also to prescribe various conditions to  such
purchase and sale of stock.

      NOW  THEREFORE,  in consideration of the premises  and  the
mutual  representations,  warranties,  covenants  and  agreements
herein  set  forth,  the Parties have agreed,  and  hereby  agree
subject  to  the terms and conditions hereinafter set  forth,  as
follows:


                            ARTICLE I
                           DEFINITIONS

     1.01  Defined  Terms.  Capitalized terms used  herein  shall
have the meanings ascribed to them in this Article I, unless such
terms are defined elsewhere in this Agreement.

     Affiliates:   shall  mean  any  persons  who  control,   are
controlled by or are in common control with any person.

     Business:   shall mean the business currently  conducted  by
the Company.

      Buyer:  shall mean ADDvantage Technologies Group, Inc.,  an
Oklahoma  corporation.  It is agreed that ADDvantage Technologies
Group, Inc. may direct that the Purchased Assets be acquired by a
wholly  owned subsidiary of ADDvantage Technologies Group,  Inc.,
provided,  however,  that in such event, ADDvantage  Technologies
Group,   Inc.  will  continue  to  be  subject  to  all  of   the
liabilities, obligations, commitments and covenants of the  Buyer
hereunder.

     COBRA:   shall   mean   the  Consolidated   Omnibus   Budget
Reconciliation  Act  of  1985, as amended,  and  the  regulations
promulgated thereunder.

                             -2-

<PAGE>


      COBRA  Liabilities: shall mean any and all liabilities  and
obligations  associated  with, or  related  to,  providing  COBRA
continuation coverage to Seller=s employees and former employees,
and  such employees= and former employees= beneficiaries, who are
entitled to receive such continuation coverage.

     Company: shall have the meaning set forth in the Recitals.

     Contracts:    shall   mean   those  contracts,   agreements,
instruments, and other obligations described in Section 4.05(a).

      Claims:   shall  have  the meaning  set  forth  in  Section
12.06(a).

     Closing:   shall mean the consummation of the  purchase  and
sale  of  the  stock hereunder which shall occur on  the  Closing
Date.

     Closing   Date:   shall  have  the  meaning  set  forth   in
Section 3.01.

     Code:   shall  mean the Internal Revenue Code  of  1986,  as
amended.

     Disclosure Materials:  shall have the meaning set  forth  in
Section 4.22.

      ERISA:   shall have the meaning Employee Retirement  Income
Security Act of 1974, as amended.

     Employee  Benefit  Plans:   shall mean  (i)  each  "employee
benefit plan," as such term is defined in Section 3(3) of  ERISA;
and (ii) each personnel policy, stock option plan, bonus plan  or
arrangement,  incentive  award  plan  or  arrangement,   vacation
policy,   severance  pay  plan,  policy,  program  or  agreement,
deferred   compensation   agreement  or  arrangement,   executive
compensation or supplemental income arrangement, retiree  benefit
plan  or arrangement, fringe benefit program or practice (whether
or  not taxable), employee loan, consulting agreement, employment
agreement  and  each  other  employee  benefit  plan,  agreement,
arrangement, program, practice or understanding; which is or  has
been  sponsored, maintained or contributed to by the  Company  or
any trade or business, whether or not incorporated, that together
with  the Company would be considered affiliated with the Company
under   Section  414(b),  (c),  (m)  or  (o)  of  the   Code   or
Section 4001(b)(1) of ERISA.

     Environmental Laws:  means Laws relating to pollution, clean-
up,   health  and  safety  of  persons  or  property,   Hazardous
Substances or the Release of materials into the Environment.

     Excluded  Assets:   shall mean any of those  assets  of  the
Company described in Section 2.02.

     Financial Statements:  shall mean those financial statements
of the Company described in Section 4.09.


                             -3-

<PAGE>


     Governmental  Entity:   shall mean  any  court,  government,
governmental agency, commission or instrumentality,  domestic  or
foreign.

     Hazardous  Substances:   means  any  substance  which  is  a
"hazardous  substance",  "hazardous  waste",  "toxic  substance",
"toxic  waste",  "pollutant", "contaminant,"  "solid  wastes"  or
words  of  similar import under any Environmental Law, including,
without  limitation,  the  Comprehensive Environmental  Response,
Compensation  and  Liability Act (42 U.S.C. 9601  et  seq.),  the
Resource Conservation and Recovery Act (42 U.S.C. 6901 et  seq.),
the  Federal  Water  Pollution Control Act  (33  U.S.C.  1251  et
seq.),  the  Hazardous Materials Transportation  Act  (49  U.S.C.
1801  et  seq.) and the Clean Air Act (42 U.S.C. 7401  et  seq.),
and  including without limitation, which contains polychlorinated
biphenyl or gasoline, diesel fuel or other petroleum hydrocarbons
or volatile organic compounds or asbestos.

      Indemnified  Party:  shall have the meaning  set  forth  in
Section 12.06(c).

      Indemnifying Party:  shall have the meaning  set  forth  in
Section 12.06(c).

      Knowledge:   means  actual  knowledge  without  independent
investigation.

     Legal Requirements:  shall mean any law, statute, ordinance,
decree,  requirement,  order, judgment, rule  or  regulation  of,
including  the  terms of any license, certificate,  franchise  or
permit  issued  by,  the United States, any state,  commonwealth,
territory  or  possession thereof and any political  or  judicial
subdivision  or  instrumentality  of  the  foregoing,  including,
without  limitation,  courts, departments,  commissions,  boards,
bureaus or agencies.

     Lien:   shall  mean  any lien, mortgage, security  interest,
pledge,    deposit,   product   payment,   restriction,   burden,
encumbrance,  rights  of a vendor under any  title  retention  or
conditional   sale  agreement,  or  lease  or  other  arrangement
substantially equivalent thereto.

      Missouri Law:  shall mean the current statutes and case law
regarding  corporations enacted and in effect  in  the  State  of
Missouri.

     Oklahoma  Law:  shall mean the Oklahoma General  Corporation
Act, as amended.

     Parties:   shall have the meaning set forth in the  Recitals
to this Agreement.

     Permits:   shall  mean  all franchises,  permits,  licenses,
qualifications,  rights-of-way, easements,  municipal  and  other
approvals,  authorizations, orders,  consents  and  other  rights
from,   and  filings  with,  any  Governmental  Entity   of   any
jurisdiction  that are necessary for the lawful  conduct  of  the
Business.

                             -4-

<PAGE>


      Proprietary Rights:  shall mean trade secrets,  copyrights,
patents,  trademarks,  service marks,  customer  lists,  and  all
similar types of intangible property developed, created, or owned
by  the  Compnay, or used by the Company in connection  with  the
Business,  whether  or  not  the  same  are  entitled  to   legal
protection,  including  without  limitation:   (a)  all  designs,
methods,  inventions  and  know-how  related  thereto,  (b)   all
trademarks, trade names (including "Comtech Services,  Inc."  and
"Fero-Midwest, Inc."), service marks, and copyrights  claimed  or
used by the Company whether or not they have been registered, and
(c) all customer lists of the Company.

     Purchase Price:  shall mean the consideration to be paid  by
Buyer  to  Sellers  for  the  shares  of  stock  as  provided  in
Section 2.03.

     SEC:  shall mean the Securities and Exchange Commission.

     Securities:    shall   have  the  meaning   set   forth   in
Section 4.22.

     Securities Act:  shall mean the Securities Act of  1933,  as
amended.

     Sellers:  shall mean Nick Ferolito and Russell Brown.

     Shares:   shall mean the shares of common stock,  par  value
$0.01, of Buyer.

      Survival  Period:   shall have the  meaning  set  forth  in
Section 12.06(d).

     Taxes:   shall  mean  all net income,  gross  income,  gross
receipts,   sales  and  use,  ad  valorem,  franchise,   profits,
licenses,   withholding,  payroll,  excise,   severance,   stamp,
occupation,  property, customs duties or  other  taxes,  fees  or
charges  of  any  kind whatsoever imposed by a foreign,  federal,
state,  county  or  local  taxing  authority  together  with  any
interest or penalty thereon.

     1.02 Other Definitional Provisions.

         (a)  Titles appearing at the beginning of any  Articles,
Sections, subsections or other subdivisions of this Agreement are
for  convenience  only,  do  not  constitute  any  part  of  this
Agreement,  and shall be disregarded in construing  the  language
hereof.

         (b)   Exhibits  and  Schedules  to  this  Agreement  are
attached hereto and by this reference incorporated herein for all
purposes.

         (c)  The  words  "this  Agreement," "herein,"  "hereby,"
"hereunder" and "hereof," and words of similar import,  refer  to
this  Agreement as a whole and not to any particular  subdivision
unless  expressly  so limited.  The words "this  Article,"  "this
Section"  and  "this  subsection," and words of  similar  import,
refer  only to the Article, Section or subsection hereof in which
such  words occur.  The word "or" is not exclusive, and the  word
"including"  (in  its  various forms)  means  "including  without
limitation."

                             -5-

<PAGE>


         (d)  Pronouns  in masculine, feminine or neuter  genders
shall  be  construed to state and include any other  gender,  and
words,  terms and titles (including terms defined herein) in  the
singular  form shall be construed to include the plural and  vice
versa, unless the context otherwise requires.

           (e)   References herein to "Sellers" shall mean either
or  both  of the Sellers unless the context specifically requires
otherwise.

                           ARTICLE II
                     STOCK PURCHASE AND SALE

     2.01 Purchase and Sale.  At the Closing, upon the terms  and
subject  to  the conditions contained in this Agreement,  Sellers
shall  sell to Buyer, and Buyer shall purchase from Sellers,  all
of the shares of common stock of the Company.

     2.02  Excluded Assets.   The Company shall convey to Sellers
the following assets on the Closing Date:

                         1999 GMC Vehicle
                         1998 Acura 3.5RL
                         Receivables in the amount
                         of  $57,000  from the creditors  of  the
                         Company listed in Schedule 2.02.

     2.03       Purchase Price.  The Purchase Price shall consist
of the following:

          (a)  Buyer shall pay the sum of $250,000 in cash, to be paid at
Closing as follows:

            (i) $125,000 to be paid to Mr. Ferolito;

            (ii)$125,000 to be paid to Mr. Brown.

           (b)   Buyer  will  deliver  into  the  escrow,  to  be
established  pursuant  to  the  terms  of  the  separate   Escrow
Agreement  attached  as  Exhibit  A  (the  "Escrow"),   a   stock
certificate  for  14,358  shares of the  Company's  common  stock
naming  Nick Ferolito as the owner of such shares (the  "Ferolito
Shares"),  and  a  stock certificate for  14,358  shares  of  the
Company's common stock naming Russell Brown as the owner of  such
shares  (the "Brown Shares").  The Brown Shares and the  Ferolito
Shares  shall be held and distributed pursuant to the  terms  and
conditions of the Escrow.

     2.04  Instruments  of  Conveyance  and  Transfer.    At  the
Closing,   Sellers  shall  execute  and  deliver  to  Buyer,   as
appropriate,  one  or  more instruments of assignment  and  other
documents  as may be reasonably necessary or appropriate  (a)  to
vest in Buyer title to or ownership of all of the shares of stock
of  the Company, free and clear of any and all Liens, and (b)  to
carry  out  the  transactions  contemplated  by  this  Agreement.

                             -6-

<PAGE>

Sellers  shall  assist Buyer, as reasonably  required  after  the
Closing,  at  Buyer's expense, in registering and recording  with
appropriate Governmental Entities the assignment documents.


                           ARTICLE III
                             CLOSING

3.01 Closing.  The Closing will take place at the offices of the
Company, on May 17, 2001, or, if the conditions to Closing set
forth in this Agreement have not been satisfied by such date, on
the third business day following the day on which all such
conditions have been satisfied or waived, provided, however, that
the Closing Date will not be extended beyond May 31, 2001 without
written consent of all of the parties("Closing Date").

     3.02Closing Obligations.  At the Closing:

         (a)  Sellers shall deliver to Buyer:

            (i)  the  instruments  of  assignment  described   in
     Section 2.04;

            (ii)the certificates required by Section 9.03; and

            (iii)       such other certificates and documents  as
     may  be  required  under this Agreement or  as  Buyer  shall
     reasonably request.

         (b)Buyer  shall  deliver to or on behalf of Sellers  Red
            Thor, L.L.C. and Nick Ferolito:

             (i)  payments to Sellers of the cash Purchase  Price
     by   check   or   other  available  funds  as  provided   in
     Section 2.03(a);

            (ii)payments to Red Thor, L.L.C. or Nick Ferolito  of
     the  amount  set  forth in Section 2  of  the  agreement  to
     purchase  real estate between Nick Ferolito ("Ferolito  Real
     Estate Agreement") and the agreement to purchase real estate
     between  Buyer and between Red Thor, L.L.C. and Buyer  ("Red
     Thor  Real  Estate  Agreement").  Buyer  shall  also  assume
     indebtedness encumbering the real estate purchased under the
     Ferolito  Real  Estate  Agreement and deliver  agreement  to
     assume  indebtedness secured by Trust Deed in Section  2  of
     the   Red   Thor  Real  Estate  Agreement  or  satisfy   the
     indebtedness;

            (iii)        deposit with the escrow agent the  stock
     in consideration payable as set forth in Section 2.03(b);

            (iv)         payment of the shareholder loans to
     Sellers  as  set forth in Section 10.06;


                             -7-

<PAGE>

            (v)  the certificate required by Section 10.03; and

            (vi)such other certificates and documents as  may  be
     required under this Agreement or as Sellers shall reasonably
     request.



                           ARTICLE IV
            REPRESENTATIONS AND WARRANTIES OF SELLER
                         AND THE COMPANY

     Sellers, jointly and severally, hereby represent and warrant
to Buyer as follows:

     4.01     Organization, Good Standing, Power.  The Company is
a  corporation  duly  organized, validly  existing  and  in  good
standing  under  the laws of the State of Missouri  and  has  all
requisite corporate power and authority to carry on the  Business
as it is now being conducted.  The Company is duly qualified as a
foreign  corporation to do business, and is in good standing,  in
Texas  and in each other jurisdiction where the character of  the
properties  owned  or  leased  by  it,  or  the  nature  of   its
activities,  is such that qualification as a foreign  corporation
in that jurisdiction is required by law.

     4.02     Capitalization.   All of the shares of stock of the
Company  that are outstanding as of the date hereof, or  will  be
outstanding  immediately prior to Closing, are or  will  be  duly
authorized, validly issued, fully paid and nonassessable, are not
or  will  not  be  subject to, or issued  in  violation  of,  any
preemptive rights.  Except as set forth above, there are no other
shares of stock authorized or outstanding, and there are no other
agreements,  claims  or  commitments  of  any  nature  whatsoever
(whether  firm or conditional) obligating the Company  to  issue,
transfer,  deliver  to sell, or cause to be issued,  transferred,
delivered  or sold, additional shares of stock of the Company  or
obligating  the Company to grant, extend or enter into  any  such
agreement or commitment.

     4.03      Subsidiaries.   The Company does not own, directly
or  indirectly, any shares of stock or any other equity or  long-
term  debt  securities of any corporation or  have  any  material
equity   interest  in  any  firm,  partnership,  joint   venture,
association or other entity.

     4.04      Authorization of Agreement.  (a)  Each Seller  has
all  requisite power and authority to enter into and perform  all
of  his  obligations  under  this Agreement.  The  execution  and
delivery of this Agreement by each Seller and the consummation by
each  Seller  of the transactions contemplated hereby  have  been
duly  authorized  by all necessary action on  the  part  of  such
Seller.   This Agreement has been duly executed and delivered  by
each   Seller  and  constitutes  the  legal,  valid  and  binding
obligation  of  such Seller, enforceable against such  Seller  in
accordance with its terms except as enforceability may be subject
to  (i) any applicable bankruptcy, insolvency, reorganization  or
other  law  relating to or affecting creditors' rights  generally
and (ii) general principles of equity (regardless of whether such
enforceability  is considered in a proceeding  in  equity  or  at
law).

                             -8-

<PAGE>


         (b)   Neither  the  execution  and  delivery   of   this
Agreement  by  Sellers nor the consummation of  the  transactions
contemplated   hereby   to   be   performed   by   Sellers   will
(i)  materially  violate or conflict with any  provision  of  the
articles  of incorporation or bylaws of the Company, as currently
in  effect,  or  (ii)  materially violate or  conflict  with  any
provision   of   any  law,  rule,  regulation,   order,   permit,
certificate,  writ, judgment, injunction, decree,  determination,
award  or  other  decision  of  any  Governmental  Entity,  other
regulatory  or self-regulatory body or association or  arbitrator
binding  upon  the  Company or the Business,  except  where  such
violations  or  conflicts  would not  in  the  aggregate  have  a
material  adverse  effect on the Business, properties,  financial
condition  or  results of operations of the  Company  or  on  the
ability  of  Sellers to consummate the transactions  contemplated
hereby.

         (c)   Neither  the  execution  and  delivery   of   this
Agreement  nor the consummation of the transactions  contemplated
hereby  to  be  performed by Sellers will result  in  a  material
breach  of  or constitute a material default (or with  notice  or
lapse  of  time  or both result in a breach of  or  constitute  a
default)   under,  or  give  rise  to  a  right  of  termination,
cancellation, acceleration or repurchase of any obligation  or  a
right  of first refusal with respect to any material property  or
asset  or  a  loss of a material benefit or the imposition  of  a
material   penalty  under,  any  of  the  terms,  conditions   or
provisions of:

              (i)   any  mortgage,  indenture,  loan,  or  credit
         agreement   or   any  other  agreement   or   instrument
         evidencing  indebtedness  for money  borrowed  to  which
         either  Seller or the Company is a party or by which  it
         or  any  of  its  properties is bound  or  affected,  or
         pursuant  to  which  either Seller or  the  Company  has
         guaranteed  the indebtedness or preferred stock  of  any
         person or entity, or

              (ii)any contract, lease, license, tariff, or  other
         agreement or instrument to which the Company is a  party
         or  by  which  it or any of its properties is  bound  or
         affected.

         (d)  Neither  the execution and delivery by  Sellers  of
this   Agreement   nor  the  consummation  of  the   transactions
contemplated hereby to be performed by Sellers will result in, or
require,  the  creation or imposition of any  mortgage,  deed  of
trust,  pledge,  lien,  security  interest  or  other  charge  or
encumbrance  of any nature upon or with respect  to  any  of  the
properties or other assets now or hereafter owned by the Company.

         (e)   No   consent,  approval,  order,  certificate   or
authorization  of, or registration, declaration or  filing  with,
any  Governmental Entity is required by or with respect to either
Seller  or  the  Company  in connection with  the  execution  and
delivery  of  this Agreement by either Seller or the consummation
by Sellers of the transactions contemplated hereby.

         (f)  The Company has made or obtained each registration,
filing,  submission, license, Permit, certificate,  determination
or  governmental approval necessary to enable it to carry on  the

                             -9-

<PAGE>

Business.   All such registrations, filings and submissions  with
any Governmental Entity relating to the operations of the Company
were  in material compliance with applicable law when filed,  and
no material deficiencies have been asserted by any such authority
with  respect to such registrations, filing or submissions.   All
the Permits are in full force and effect.  Schedule 4.04 contains
a full and complete list of Permits.

     4.05     Contracts and Agreements.  (a)  Before the Closing,
Sellers will or will cause the Company to provide Buyer access to
and  the right to copy all contracts, agreements, commitments and
instruments,  including  any  and  all  amendments  thereto  (the
"Contracts")   to which the Company is a party or  by  which  the
Company  or  any  of  its assets are bound,  including,  but  not
limited   to,   purchase   orders  and  agreements,   maintenance
agreements, bulk purchase contracts commission agreements and any
contracts, agreements or written arrangements pursuant  to  which
any  affiliate  of  the  Company receives any  payments  from  or
provide services, supplies, equipment or other materials to,  the
Company.  Schedule 4.05 contains a full and complete list of  all
Contracts  to  which the Company is a party, the  performance  of
which is in excess of $5,000.

          (b)  The  Company has complied in all material respects
with  the provisions of all the Contracts; the Company is not  in
material breach or default under, and there is no valid basis for
any  claim  of  breach or default under, and there  has  been  no
waiver  of any breach or default under, any term or provision  of
any  Contract; all the Contracts are in full force and effect and
constitute legal, valid and binding obligations of the respective
parties  thereto in accordance with their terms.  There has  been
no amendment or modification of any of the Contracts, except such
amendments that have been delivered to Buyer.  The Company is not
participating  in  any  discussions  or  negotiations   regarding
modification  of  any of the Contracts.  Contracts  will  not  be
impaired by the consummation of the transactions contemplated  in
this Agreement.

     4.06       Trade   Names,   Trademarks,   Copyrights,   Etc.
Schedule  4.06  is  a  list  that  identifies  each  trade  name,
fictitious business name, or other similar name under  which  the
Company  has conducted any part of the Business or in  which  the
Company has utilized any of its assets preceding the date of this
Agreement.  There have not been asserted against the Company  any
claims  that  any product, activity or operation of  the  Company
infringes  upon or involves, or had resulted in the  infringement
of,  any  proprietary right of any other person,  corporation  or
other  entity;  and  no  proceedings have  been  instituted,  are
pending  or  are  threatened which challenge the  rights  of  the
Company  with respect thereto, in each case, which would  have  a
material  adverse  effect on the business, properties,  financial
condition or results of operations of the Company.

     4.07      Proprietary  Rights.  The Company  possesses  full
ownership  of, or adequate and enforceable long-term licenses  or
other  rights  to  use (without payment), all Proprietary  Rights
owned by or registered in the name of and of the Company or  used
in  the  Business without any known conflict with the  rights  of
others.   The Company has in all material respects performed  all
of  the obligations required to be performed by it, and is not in
default in any material respect, under any agreement relating  to
any  Proprietary  Right.   Proprietary  Rights  constitute  trade
secrets of the Company within the meaning of all applicable laws,
and,  to Seller's knowledge, the Company has taken all reasonable
necessary steps required by law to protect these trade secrets as

                             -10-

<PAGE>

such.   The  Company  owns  or  has  valid  rights  to  use   all
Proprietary  Rights.  The operation of the  Business  is  not  in
violation of and does not infringe any Proprietary Rights or  any
other proprietary or trade rights of any third person.  To either
Seller's  knowledge, no third person is in  violation  of  or  is
infringing upon any Proprietary Rights.

     4.08       Title  to  Properties:  Absence  of   Liens   and
Encumbrances: Leases.

          (a)  The Company has good and marketable title  to  the
material  assets  (other  than  Excluded  Assets),  tangible  and
intangible  free  and  clear  of all mortgages,  liens,  pledges,
charges  and  encumbrances of any nature  whatsoever  except  for
those  liabilities which are recorded on the Financial Statements
as such and except for Permitted Encumbrances.

         (b)  Schedule  4.08 sets forth all leases or  agreements
under  which the Company is lessee of, or holds or operates,  any
property owned by any third party and which are to be assumed  by
the  Buyer, including in each case, the expiration date  of  such
lease  or  agreement,  the payments to be  made  thereunder,  the
details  of  any  option to renew or to purchase thereunder,  the
name  or  names  of  the lessor of each such lease  and  a  brief
description of the property covered thereby.  Each such lease and
agreement  is  in  good  standing and is  valid  and  binding  in
accordance with its terms.  The Company and each lessor  have  in
all  material respects performed all the obligations required  to
be  performed  by  them to date and are not  in  default  in  any
material respect under any such lease or agreement. None  of  the
rights  of the Company in such property under any such  lease  or
agreement  is  subject  to  termination  as  the  result  of  the
transactions contemplated by this Agreement.

          (c)  All  of  the  tangible personal  property  of  the
Company  is  in good operating condition and repair,  subject  to
ordinary wear and tear.  The Company is not in violation  of  any
applicable  regulation, ordinance or other  similar  law,  order,
regulation  or requirement relating to the Business or properties
(including the placement, installation, operation, configuration,
design  or maintenance of emissions from such properties)  which,
if  enforced, would materially and adversely affect the Business,
properties, financial conditions or results of operations.

     4.09       Financial   Statements;   No   Adverse   Changes.
Schedule 4.09 contains a copy of the Company's unaudited  balance
sheet  as  at  April 30, 2001 (the "Financial  Statement").   The
Financial Statement is complete in all material respects, present
fairly  the  financial condition of the Company as  at  the  date
indicated,  and  the  results of operations  for  the  respective
periods indicated, and have been prepared in the usual manner and
in  accordance with the Company's past practice and custom.   The
Financial  Statement  does not include or  omit  an  asset  or  a
liability or obligation of any kind or nature (whether  known  or
unknown and whether absolute, accrued, contingent or other),  the
inclusion  or  omission  of  which would  render  such  Financial
Statement  materially misleading.  The Company has no liabilities
(of  any  kind  or nature, whether known or unknown  and  whether
absolute,  accrued, contingent or other) that are not  adequately
reflected  or  reserved  against on the  face  of  the  Financial
Statement  except  liabilities incurred since such  date  in  the
ordinary  course of business and consistent with  past  practice.
Since  April  30, 2001, other than as contemplated or  caused  by

                             -11-

<PAGE>

this  Agreement,  there has not been (a)   any  material  adverse
change  in  the  Business,  condition (financial  or  otherwise),
operations,  or  prospects  of  the  Company;  (b)  any   damage,
destruction, or loss, whether covered by insurance or not, having
a  material  adverse effect on the Business, condition (financial
or  otherwise), operations, or prospects of the Company; (c)  any
entry  into or termination of any material commitment,  contract,
agreement,  or transaction (including any material  borrowing  or
capital  expenditure or sale or other disposition of any material
asset  or  assets)  of  or involving or related  to  any  of  the
Contracts   or  the  Business  other  than  this  Agreement   and
agreements executed in the ordinary course of business;  (d)  any
redemption,  repurchase, or other acquisition for  value  of  its
capital stock by the Company, or any issuance of capital stock of
the  Company  or  of  securities convertible into  or  rights  to
acquire  any  such capital stock or any dividend or  distribution
declared,  set  aside, or paid on capital stock of  the  Company;
(e)  any  transfer of or right granted under any material  lease,
license,  agreement, patent, trademark, trade name, or  copyright
of the Company; (f) any sale or other disposition of any asset of
the  Company, or any mortgage, pledge, or imposition of any  lien
or  other  encumbrance  on  any asset  of  the  Company,  or  any
agreement relating to any of the foregoing; or (g) any default or
breach by the Company in any material respect under any Contract,
or   license  or  permit  related  thereto  or  required  in  the
performance  thereof.   Since April 30,  2001,  the  Company  has
conducted the Business only in the ordinary and usual course and,
without  limiting  the foregoing, no changes have  been  made  in
(a)  executive compensation levels; (b) the manner in which other
employees  of  the  Company  are  compensated;  (c)  supplemental
benefits  provided  to any such executives  or  other  employees;
(d)  inventory levels in relation to sales levels, except, in any
such  case, in the ordinary course of business and, in any event,
without  material  adverse  effect  on  the  Business,  condition
(financial  or  otherwise),  operations,  or  prospects  of   the
Company,  or any mortgage, pledge, or imposition of any  lien  or
other encumbrance on any asset of the Company, other than in  the
ordinary course of business, or any agreement relating to any  of
the  foregoing or (e) any default or breach by the Company in any
material respect under any contract, license or permit.

     4.101      Labor  Matters.   There  are  no  activities   or
controversies,   including,   without   limitation,   any   labor
organizing   activities,  election  petitions   or   proceedings,
proceedings   preparatory   thereto,   unfair   labor    practice
complaints,   labor   strikes,  disputes,  slowdowns,   or   work
stoppages,  pending  or,  to the best of  the  knowledge  of  the
Company,  threatened,  between  the  Company  and  any   of   its
employees.

     4.11      Taxes.   All Taxes due and payable by the  Company
for  all  periods ending on or before the Closing Date have  been
paid by the Company in full, or have been reserved against in the
Financial  Statements.  There are no federal, state or local  tax
liens upon any assets of the Company.  All returns and reports of
Taxes  required to be filed by or with respect to the Company  or
Seller, on or before the date of the Closing, have been filed  by
the Company or by Seller, and all Taxes due as shown thereon have
been  paid  by  the  Company or by Seller.  No issues  have  been
raised  (or are currently pending) by any Governmental Entity  in
connection with any of such returns or reports.

                             -12-

<PAGE>


     4.12      Litigation.  Except as disclosed in Schedule  4.12
hereto:

         (a)   There  is  no  claim,  action,  suit,  proceeding,
arbitration,  investigation or inquiry now  pending  or,  to  the
knowledge of Seller, threatened against, relating to or affecting
the  Company  or the assets, properties, or the Business  of  the
Company  or  that  questions the validity of  this  Agreement  or
affects  the transactions contemplated herein; nor, is there  any
basis  for any such claim, action, suit, proceeding, arbitration,
investigation or inquiry.

         (b)  Neither  the  Company nor any of  its  officers  or
employees  has  been  permanently  or  temporarily  enjoined   or
prohibited  by  order,  judgment or decree  of  any  Governmental
Entity,  other regulatory or self-regulatory body or association,
or  arbitrator  from  engaging in or continuing  any  conduct  or
practice  in  connection  with the Business  engaged  in  by  the
Company.

         (c)  There  is not in existence any order,  judgment  or
decree  of  any  Governmental Entity, other regulatory  or  self-
regulatory  body  or  association  or  arbitrator  enjoining   or
prohibiting the Company from taking, or requiring Sellers or  the
Company  to take, any action of any kind or to which the  Company
or  any  of  the  Business, or any of the  properties  or  assets
material to the operation of the Business, are subject or bound.

         (d)  The Company is not in default in any respect  under
any order, writ, injunction or decree of any Governmental Entity,
other  regulatory  or  self-regulatory  body  or  association  or
arbitrator.

     4.13      Insurance.   Schedule 4.13  lists  each  insurance
policy  maintained  by  the  Company on  any  of  its  properties
including  the  coverage  and deductible amounts  and  expiration
dates.   The insurance coverage maintained by the Company at  the
date of this Agreement is in the judgment of Sellers adequate  in
scope  and  amount in view of the properties owned and operations
carried on by it.  The Company has substantially complied in  all
material respects with the provisions of all such policies.   All
of the policies listed on Schedule 4.13 will remain in full force
and  effect following the Closing in favor of the Company  and/or
Buyer.

     4.14     Brokers and Finders.  No person has acted on behalf
of  Sellers  or  the Company in connection with any  negotiations
relative  to  this  Agreement and the  transactions  contemplated
hereby.   No person has a valid claim for a brokerage commission,
finder's fee or other like payment against Buyer, Sellers or  the
Company  based upon any arrangement or agreement or other  action
taken, made by or on behalf of Sellers or the Company.

     4.15     Compliance with Laws.

         (a)  The  Company  is  in  compliance  in  all  material
respects  with all Legal Requirements applicable to  any  of  its
properties  or  assets and/or the ownership,  operation  and  use
thereof, and neither Seller or the Company has received notice of
any   noncompliance  or  alleged  noncompliance  with  any  Legal
Requirement  relating or applicable to any of its  properties  or
assets  or  to  the operation of the Business, the  existence  or
enforcement of which would have a material adverse effect on  the

                             -13-

<PAGE>

Buyer's  ability to operate them on the same basis  as  currently
conducted  and  operated or which would require  the  payment  of
refunds,  fines, penalties or restitution in respect  of  matters
occurring  prior  to the Closing, including, without  limitation,
any  Legal Requirement relating to (i) wages, hours, hiring, non-
discrimination,  promotion,  retirement,  benefits,  pensions  or
working  conditions, (ii) air, water, noise,  odor  or  solid  or
liquid  waste  (including  the  generation,  treatment,  storage,
disposal  or  transportation thereof), (iii) health  and  safety,
(iv)  zoning, (v) the production, processing, advertising,  sales
or warranty of products or services of the Business or (vi) trade
or antitrust regulations.

           (b)   All properties now or previously owned or leased
by  the  Company are in compliance with Environmental  Laws,  and
neither  Seller  nor  the  Company has any  liability  under  any
Environmental  Laws.   The  Company  has  obtained  all   Permits
required under applicable Environmental Laws, and the Business is
in  compliance  with  the terms and conditions  of  any  required
Permits.

           (c)   The  Business  does not  involve  (and  has  not
historically involved) the use, handling, manufacture, treatment,
processing,  storage,  generation, release,  threatened  release,
discharge, dumping or disposal (collectively, a "Release") of any
Hazardous  Substances, except in compliance with  all  applicable
Environmental Laws.

           (d)   There  is  no  pending or, to the  Knowledge  of
Sellers  or  the  Company, threatened claim against  the  Company
under any Environmental Laws which relates to the Business and/or
any property now or previously owned or operated by the Company.

           (e)   There has been no Release by the Company of  any
Hazardous  Substances  at,  on  or  under  any  property  now  or
previously owned or operated or leased by the Company which would
individually  or in the aggregate have a material adverse  effect
on the Business or any assets or property of the Company.

           (f)  The Company has delivered to Buyer copies of  all
environmental  audits  and  other  studies  and  reports  in  the
Seller's or the Company's possession relating to the Business  or
any of its assets now or previously owned or operated.

     4.16      Bills and Invoices.  All bills and other  payments
due  and  payable  by the Company with respect to  the  Company's
assets and the Business have been or will be paid in full in  the
ordinary  course of business, and no labor, material or  services
have been provided or performed with respect to the Business  and
the assets that have not been or will not be paid in full.

     4.17       Customers  and  Suppliers.   The  Schedule   4.17
contains  a  complete and accurate list of (a)  the   25  largest
customers of the Company (based on 2000 sales), together with the
volume  of  the  sales made to such customers  during  2000,  and
(b)  the  25  largest  suppliers to the Company  (based  on  2000
purchases), together with the volume of the purchases  made  from
such  suppliers during 2000.  To Seller's knowledge, none of such

                             -14-

<PAGE>

customers  or  suppliers  intends to cease  purchasing  from,  or
selling to, the Company or to materially alter the amount of such
purchases  or  sales as a result of the transactions contemplated
hereby or otherwise.

      4.18  Accounts Receivable.  All accounts receivable of  the
Company   represent  transactions  in  the  ordinary  course   of
business, and are current and collectible net of any reserves, if
any,  shown on such the Financial Statements (which reserves  are
adequate and were calculated consistent with past practice).

     4.19     Books and Records.  All books, records and files of
the  Company  relating  to  its assets (a)  have  been  prepared,
assembled  and maintained in accordance with usual and  customary
policies  and  procedures; and (b) fairly and accurately  reflect
the ownership, use, enjoyment and operation by the Company of the
assets and the Business.

     4.20       Untrue  Statements.   This  Agreement   and   the
exhibits,   schedules  and  appendices  hereto,   the   Financial
Statements  and all other documents and information furnished  by
Sellers   or   the   Company  or  any  of   its   affiliates   or
representatives  to Buyer or its representatives pursuant  hereto
or in connection herewith do not include and will not include any
untrue statement of a material fact or omit to state any material
fact necessary to make the statements made herein and therein not
misleading.  There are no facts specific to the Company (and  not
relating to the industry, governmental regulation, the economy or
market  conditions,  weather or other such  matters  which  would
affect   the  Business  and  all  other  similar  or  competitive
businesses  generally) which materially and adversely affect  or,
so far as Sellers can now reasonably foresee, will materially and
adversely  affect  the  Business  or  prospects,  operations   or
principal  properties of the Company or the ability of any  party
to perform its obligations under this Agreement.

     4.21      Actions Since December 31, 2000.  Since April  30,
2001,  neither Seller nor the Company has taken any actions  that
would  be  prohibited  under  the provisions  of  this  Agreement
(without  the  prior consent of Buyer) after  the  date  of  this
Agreement.

     4.22      Sellers Investment Representations.  In connection
with  their  acquisition of the shares of ADDvantage Technologies
Group, Inc. to be issued pursuant hereto (the "Securities"), each
Seller represents, warrants and covenants that:

         (a)   Such  Seller  is  acquiring  the  Securities   for
investment  purposes only and not with a view to the distribution
thereof.  Each  Seller  acknowledges that  the  issuance  of  the
Securities  has  not  been registered  with  the  SEC  under  the
Securities   Act  or  with  any  state  securities  agencies   or
commission  under any state securities or blue  sky  laws.   Such
Seller will not sell, assign or otherwise transfer the Securities
or  any portion thereof or interest therein except pursuant to  a
registration  statement  that has been filed  with  and  declared
effective  by the SEC and any relevant state securities  agencies
or  commissions or such transaction is made in strict  compliance
with  the  requirements  and conditions of applicable  exemptions
from the registration requirements of such acts.

                             -15-

<PAGE>

         (b)  Each Seller has received and reviewed copies of the
Buyer's Annual Report on Form 10-KSB for year ended September 30,
2000;  Buyer's  Quarterly Report on Form 10-QSB  for  the  period
ended  March 31, 2001, and copies of the Proxy Statement prepared
for  use  in connection with management's solicitation of proxies
for  its annual meeting of shareholders to be held March 5, 2001.
The  said  materials are referred to herein collectively  as  the
"Disclosure  Materials."  Each Seller has had the opportunity  to
discuss  Buyer=s business, management and financial affairs  with
its  Chairman of the Board and Chief Executive Officer  or  other
executive officers of Buyer and has had the opportunity to review
Buyer=s  plan  of operation.  Each Seller understands  that  such
discussions,  as well as the Disclosure Materials and  any  other
written  information  issued by Buyer were intended  to  describe
certain  aspects  of  Buyer=s business  and  prospects  which  it
believes  to  be material but were not necessarily a thorough  or
exhaustive description.

         (c)  Each  Seller  further agrees that each  certificate
representing the Securities shall be endorsed with a legend which
shall provide substantially as follows:

                 (i)    THE   SECURITIES  REPRESENTED   BY   THIS
     CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER  THE  SECURITIES
     ACT  OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
     ACT.   NEITHER  THE RECORD NOR THE BENEFICIAL  OWNERSHIP  OF
     SAID SECURITIES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF
     AN  EFFECTIVE  REGISTRATION STATEMENT  FOR  SAID  SECURITIES
     UNDER  SAID  ACTS AND ANY OTHER APPLICABLE STATE  SECURITIES
     LAWS  OR  RULES UNLESS IN THE OPINION OF COUNSEL  REASONABLY
     SATISFACTORY TO THE COMPANY EXEMPTIONS FROM THE REGISTRATION
     REQUIREMENTS OF SAID ACTS ARE AVAILABLE WITH RESPECT TO SUCH
     SALE  OR TRANSFER AND SAID SALE OR TRANSFER IS MADE PURSUANT
     TO AND IN STRICT COMPLIANCE WITH THE TERMS AND CONDITIONS OF
     SAID EXEMPTIONS.

               (ii)  Any  other  legend  required  by  any  state
securities laws.


                            ARTICLE V
             REPRESENTATIONS AND WARRANTIES OF BUYER

          Buyer  hereby  represents and warrants  to  Sellers  as
follows:

     5.01     Organization, Good Standing, Power.

         (a)  Buyer  is  a  corporation duly  organized,  validly
existing  and  in good standing under Oklahoma Law  and  has  all
requisite corporate power and authority to enter into and perform
all  of its obligations under this Agreement.  The execution  and
delivery of this Agreement by Buyer and the consummation by Buyer
of the transactions contemplated hereby have been duly authorized
by  all  necessary corporate action on the part of  Buyer.   This

                             -16-

<PAGE>

Agreement  has  been  duly executed and delivered  by  Buyer  and
constitutes  the  legal, valid and binding obligation  of  Buyer,
enforceable against Buyer in accordance with its terms except  as
enforceability  may be subject to (i) any applicable  bankruptcy,
insolvency, reorganization or other law relating to or  affecting
creditors' rights generally and (ii) general principles of equity
(regardless  of  whether such enforceability is considered  in  a
proceeding in equity or at law).

         (b)   Neither  the  execution  and  delivery   of   this
Agreement  by  Buyer  nor the consummation  of  the  transactions
contemplated hereby to be performed by Buyer will (i) violate  or
conflict  with any provision of the articles of incorporation  or
bylaws  of  Buyer,  as currently in effect, or  (ii)  violate  or
conflict with any provision of any law, rule, regulation,  order,
permit,   certificate,   writ,  judgment,   injunction,   decree,
determination,  award  or  other  decision  of  any  Governmental
Entity,  other regulatory or self-regulatory body or  association
or arbitrator binding upon Buyer or any of its properties, except
where  such  violations or conflicts would not in  the  aggregate
have  a  material  adverse  effect  on  the  business,  financial
condition  or properties of Buyer or on the ability of  Buyer  to
consummate  the transactions contemplated hereby and  except  for
violations that will be cured, waived or terminated prior to  the
Closing Date.

          (c) No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity
is  required by or with respect to Buyer in connection  with  the
execution  and  delivery  of  this  Agreement  by  Buyer  or  the
consummation  by  Buyer of the transactions  contemplated  hereby
such  filings  or  registrations which, if  not  made,  and  such
authorizations,  consents or approvals which,  if  not  received,
would  not  have  any material adverse effect  on  the  Business,
financial condition, or properties of Buyer or on the ability  of
Buyer to consummate the transactions contemplated hereby.

     5.02     Brokers and Finders.  No person has acted on behalf
of  Buyer  in connection with any negotiations relative  to  this
Agreement  and the transactions contemplated hereby.   No  person
has  a  valid claim for a brokerage commission, finder's  fee  or
other like payment against Buyer.


                           ARTICLE VI
                       COVENANTS OF SELLER

     Sellers,  jointly  and severally, covenant  and  agree  with
Buyer  that, at all times prior to the Closing, each Seller  will
comply,  and will cause the Company to comply, with all covenants
and provisions of this Article VI, except to the extent Buyer may
otherwise consent in writing or to the extent otherwise expressly
required or permitted by this Agreement.

     6.01      Approvals.  Sellers will (a) take  all  reasonable
steps  and  use all reasonable efforts necessary or desirable  to
recommend  the  granting  of  and  to  obtain,  as  promptly   as
practicable,   all   approvals,   authorizations,   certificates,
franchises,  licenses,  consents and clearances  of  Governmental
Entities and of third parties, required of Sellers or the Company
to  consummate the transactions contemplated hereby, (b)  provide
such  other  information and communications to such  Governmental

                             -17-

<PAGE>

Entities as Buyer or such authorities may reasonably request, and
(c)   cooperate   with  Buyer  in  obtaining,  as   promptly   as
practicable,   all   approvals,   authorizations,   certificates,
franchises,  licenses,  consents and clearances  of  Governmental
Entities   required  of  Buyer  to  consummate  the  transactions
contemplated hereby.

     6.02      Investigation  by  Buyer.   Sellers  will  provide
Buyer,   its   counsel,   accountants,   actuaries   and    other
representatives  with reasonable access, upon  prior  notice  and
during   normal  business  hours  at  Buyer's  expense,  to   all
facilities  managers, employees, agents, accountants,  actuaries,
assets, properties, books and records of the Company relating  to
the  Business  and its assets, and will furnish  Buyer  and  such
other  persons during such period with all such other information
and  data  concerning the assets or the Business, operations  and
affairs of the Company or the transactions contemplated hereby as
Buyer or any of such other persons reasonably may request.

     6.03      Conduct of the Business.  The Company will conduct
the Business only in the ordinary course and consistent with past
practice  and  custom.  Without limiting the  generality  of  the
foregoing:

         (a)  The  Company  will  use its reasonable  efforts  to
(i)  preserve intact the Company's present business organization,
reputation  and  customer  relations,  (ii)  keep  available  the
services  of  the Company's present managers, employees,  agents,
consultants and other similar representatives, (iii) maintain all
licenses,  Permits,  qualifications  and  authorizations  of  the
Company  to do business in each jurisdiction in which  it  is  so
licensed, qualified or authorized, (iv) maintain all the tangible
assets  of  the  Company  in good working  order  and  condition,
ordinary  wear  and  tear  excepted,  (v)  continue  all  current
marketing, selling and manufacturing activities relating  to  the
Business,  operations  or affairs of such Seller,  and  (vi)  not
modify,   extend,  terminate,  amend  or  otherwise  change   any
Contract,  or  any   purchase order, contract or  other  material
contract  related to or comprising the Contracts, in any material
respect.

         (b)  The Company will cause its books and records to  be
maintained in the usual manner and consistent with past  practice
and  custom  and  will  not  permit  a  material  change  in  any
operational, financial reporting or accounting practice or policy
of the Company or in any assumption underlying such a practice or
policy, or in any method of calculating any bad debt, contingency
or  other  reserve for financial reporting purposes or for  other
accounting purposes.

          (c)   The  Company will (i) prepare properly  and  file
timely all reports and all tax returns required to be filed  with
any  Governmental  Entities with respect  to  the  Business,  and
(ii)  pay  or cause to be paid duly and fully all Taxes indicated
by  such  tax  returns or otherwise levied or assessed  upon  the
Company  or  its assets, and withhold or collect and pay  to  the
proper  taxing authorities or hold in separate bank accounts  for
such  payment all taxes that such corporation is required  to  so
withhold  or  collect  and  pay,  unless  such  taxes  are  being
contested in good faith and, if appropriate, reasonable  reserves
therefor  have  been established and reflected in the  books  and
records  of the Company and in accordance with generally accepted
accounting principles consistently applied.

                             -18-

<PAGE>

         (d)  The  Company  will  use all reasonable  efforts  to
maintain  in  full  force  and  effect  until  the  Closing  Date
substantially  the  same  levels of  coverage  as  the  insurance
afforded  under  the contracts in force as of the  date  of  this
Agreement.

         (e)  The  Company will comply, in all material respects,
with  all Legal Requirements applicable to the Business  and  its
assets.

         (f)  The  Company  will not, without the  prior  written
consent  of  Buyer,  (i)  enter into  or  execute  any  contract,
agreement, lease, indenture, note or other commitment not in  the
ordinary  course of business or which would involve a  commitment
to  be  assumed  or  borne by Buyer with a  value  of  more  than
$10,000.00  or  a  period  of  more than  one  year;  (ii)  hire,
terminate, promote, transfer, change the salary or other form  of
compensation  of,  grant any leave of absence to  or  change  any
policies  of the Company or employment arrangements or agreements
the Company may have with respect to any employees of the Company
or  increase the annual level of compensation of any employee  of
the  Company;  (iii)  amend, cancel, modify, alter  or  otherwise
change  the  terms  of  any  of  its  leases  or  other  material
agreements,  arrangements,  commitments,  or  other   rights   or
obligations to which it may be entitled or subject; or (iv) waive
or relinquish any of its rights, claims or authority, or give any
material  consents  to  action or  inaction,  under  any  of  the
agreements, arrangements, commitments, leases or other  bases  of
its rights or obligations.

     6.04      No  Disposal  of Property.  The Company  will  not
(a)  dispose of or assign any of the assets or permit any of  its
assets  to  be subjected to any Liens, except to the  extent  any
such  disposition does not exceed $1,000.00 in value or any  such
Lien  is  made or incurred in the ordinary course of the business
consistent with past practice and custom, or (b) sell any part of
its operations or the Business to any third party.

     6.05      No Acquisitions.  The Company will not (a)  merge,
consolidate  or otherwise combine or agree to merge,  consolidate
or  otherwise combine with any other person, (b) acquire  all  or
substantially  all,  or a material portion of  all,  the  assets,
capital stock or other equity securities of any other person,  or
any  business  division  of any other  person  or  (c)  otherwise
acquire control or ownership of any other person.

     6.06      No  Breach  or  Default.   The  Company  will  not
violate,  breach or default, or take or fail to take  any  action
that  (with  or  without notice or lapse of time or  both)  would
constitute  a  violation, breach or default under,  any  term  or
provision of any Contract to which the Company is a party  or  by
which any of its assets are or may be bound.

     6.07     No Indebtedness.

          (a)   The  Company  will  not  create,  incur,  assume,
guarantee or otherwise become liable for (i) any debt, obligation
or  other  liability for money borrowed, or (ii) any other  debt,
obligation or other liability; and

                             -19-

<PAGE>

          (b)   The Company will not cancel, pay, agree to cancel
or  pay, or otherwise provide for a complete or partial discharge
in advance of a scheduled payment date with respect to, any debt,
obligation or other liability, or waive, cancel or compromise any
right  to receive any direct or indirect payment or other benefit
under  any  debt,  obligation or other liability  owing  to  such
corporation, except in the ordinary course of business consistent
with past practice and custom.

     6.08      Payment of Liabilities.  Except to the extent  any
such  action would not affect in any material adverse  manner  or
respect  the  Company's  assets, the Business  or  the  Company's
ability to comply with its commitments, obligations and covenants
hereunder and to consummate the transactions contemplated hereby,
the  Company  will  not  delay  or postpone  beyond  normal  past
practice  and custom the payment of any material account  payable
or other debt, obligation or other liability.

     6.09       Notice  and  Cure.   Sellers  will  notify  Buyer
promptly in writing as soon as either Seller has knowledge of the
same,   and  contemporaneously  will  provide  Buyer  with  true,
complete  and  correct  copies of any  information  or  documents
relating  to, and will use all reasonable efforts to cure  before
the  Closing, any event, transaction or circumstance that results
in  or will result in the breach of any covenant or agreement  of
either  Seller  or  the  Company under this  Agreement,  or  that
renders  or will render untrue any representation or warranty  of
either  Seller or the Company contained in this Agreement  as  if
the  same  were  made  on  or  as of  the  date  of  such  event,
transaction  or  circumstance.  Sellers will use  all  reasonable
efforts  to cure, at the earliest practicable date and  prior  to
the  Closing Date, any violation or breach of any representation,
warranty, covenant or agreement made by Sellers or the Company in
this Agreement, whether occurring or arising before or after  the
date of this Agreement.

     6.10      Cooperation  of  Management  Pending  Transaction.
Sellers  covenant and agree that between the date hereof and  the
Closing Date, Sellers and the Company's management will cooperate
with  Buyer and endeavor to help persons designated by  Buyer  to
become   familiar  with  the  Company's  assets,  the   Business,
operations, properties, business prospects, needs, employees  and
any  other  matters pertaining to its assets,  the  Business  and
operations  and to begin implementation of any transitional  plan
to be developed by Buyer and the Company.

     6.11      Certificates  of  Good Standing.   Sellers   shall
obtain  and  provide to Buyer at Closing, a certificate  of  good
standing of the Company from the State of Missouri, each state in
which  the  Company is authorized to do business, and  from  each
state in which the Company is doing business.

     6.12     Employee Benefit Plans.  The Company will not amend
or  terminate  any  Employee Benefit  Plans  and  will  fund  any
deficiency  in any Employee Benefit Plan.  Each Employee  Benefit
Plan  substantially complies in all material  respects  with  the
provisions  of and has been administered in compliance  with  the
applicable  provisions  of ERISA, if applicable,  and  all  other
applicable Laws.  Each Employee Benefit Plan that is an "employee
pension  benefit plan" as defined in Section 3(2) of ERISA  which

                             -20-

<PAGE>

is  intended  to  qualify under Section 401(a) of  the  Code  has
received   a  favorable  determination  letter  that  such   plan
satisfied  the  requirements  of the  Tax  Reform  Act  of  1986.
Without  limiting the generality of the foregoing, no "prohibited
transaction"  (as  such term is defined in Section  4975  of  the
Code,  or  in  Part  4 of Subtitle B of Title  I  of  ERISA)  has
occurred  with  respect to any Employee Benefit Plan  that  could
result  in the imposition of material Taxes or penalties  on  the
Company,  and the Company has not failed to make any contribution
to,  or to make any payment after such payment was due under, any
Employee  Benefit Plan that it was required to  make  (when  such
payment  was  required) pursuant to the terms  of  such  Employee
Benefit  Plan or pursuant to applicable law that could result  in
any  material  liability to the Company.  The Company  has  filed
each annual report on Form 5500 that is required to be filed  for
each Employee Benefit Plan that is an "employee benefit plan"  as
defined under ERISA.  There is no pending or, to the Knowledge of
Sellers   or   the  Company,  threatened  action,  suit,   claim,
proceeding,  investigation  or governmental  inquiry  against  or
involving  any  Employee Benefit Plan (other than routine  claims
for benefits) that could result in the imposition of any material
liability on the Company.

     6.13  Name.  From and after the Closing Date, Sellers  agree
not  to  use  the name "Fero-Midwest, Inc." or "Comtech"  or  any
deceptively similar name or related Proprietary Rights and  shall
provide  to  or  at the request of Buyer any consent,  waiver  or
approval  that  may be required or advisable in  connection  with
Buyer's use of such name.


                           ARTICLE VII
                       COVENANTS OF BUYER

     Buyer  covenants and agrees with Sellers that, at all  times
prior  to the Closing, Buyer at its expense will comply with  all
covenants  and  provisions of this Article  VII,  except  to  the
extent  Sellers may otherwise consent in writing or to the extent
otherwise expressly required or permitted by this Agreement.

     7.01      Approvals.   Buyer will (a)  take  all  reasonable
steps  and  use all reasonable efforts necessary or desirable  to
recommend  the  granting  of  and  to  obtain,  as  promptly   as
practicable,  all  approvals, authorizations  and  clearances  of
Governmental Entities and of third parties, required of Buyer  to
consummate the transactions contemplated hereby, (b) provide such
other   information  and  communications  to  such   Governmental
Entities  as Sellers or such authorities may reasonably  request,
and  (c)  cooperate  with Sellers in obtaining,  as  promptly  as
practicable,  all  approvals, authorizations  and  clearances  of
Governmental  Entities required of the Company to consummate  the
transactions contemplated hereby.

     7.02      Obligation of Buyer to Make Transaction Effective.
Buyer  shall take all actions necessary on its part to carry  out
the transactions contemplated hereby.

     7.03       Notice  and  Cure.   Buyer  will  notify  Sellers
promptly  in  writing  of,  and  contemporaneously  will  provide
Sellers  with true, complete and correct copies of  any  and  all
information or documents relating to, and will use all reasonable

                             -21-

<PAGE>

efforts  to cure prior to the Closing, any event, transaction  or
circumstance  occurring  after the date of  this  Agreement  that
results  in or will result in any covenant or agreement of  Buyer
under  this  Agreement to be breached, or that  renders  or  will
render  untrue any representation or warranty of Buyer  contained
in  this Agreement as if the same were made on or as of the  date
of  such event, transaction or circumstance.  Buyer also will use
all  reasonable efforts to cure, at the earliest practicable date
and   before  the  Closing,  any  violation  or  breach  of   any
representation, warranty, covenant or agreement  made  by  it  in
this Agreement, whether occurring or arising before or after  the
date of this Agreement.


                          ARTICLE VIII
               CONDITIONS PRECEDENT TO OBLIGATIONS
                      OF BUYER AND SELLERS

     Notwithstanding any other provision of this  Agreement,  the
obligation  of  each  of  Buyer and  Sellers  to  consummate  the
transactions  contemplated  hereby  shall  be  subject   to   the
fulfillment, prior to or at the Closing, of each of the following
conditions  precedent, any one of which may  be  waived  by  such
party:

     8.01      Consents  and  Approvals.  All approvals  of,  and
consents by all Governmental Entities and other persons, and  all
permits  by  and  all filings with and submissions  to  all  such
Governmental  Entities and other persons as may be  required  for
the   consummation  of  the  transactions  contemplated  by  this
Agreement  (including, without limitation,  approval  by  Buyer's
primary  lending  bank), shall have been  obtained  or  made  and
reasonably   satisfactory  evidence  thereof  shall   have   been
received.

     8.02      Certain Actions, Etc.  There shall not  have  been
instituted and be continuing or threatened against Buyer,  either
Seller,  the  Company  or  any of their respective  directors  or
officers,  any  action,  suit  or proceeding  by  or  before  any
Governmental  Entity  that  would  (a)  restrain,   prohibit   or
invalidate,  or result in the payment of substantial  damages  in
respect of, the transaction or any other transaction contemplated
by  this  Agreement or (b) impose or confirm material limitations
on  the  ability of Buyer effectively to exercise full rights  of
ownership of the Company's assets.


                           ARTICLE IX
          CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

     Notwithstanding any other provision of this  Agreement,  the
obligation  of Buyer to consummate the transactions  contemplated
hereby  shall be subject to the fulfillment, prior to or  at  the
Closing, of each of the following conditions precedent,  any  one
of which may be waived by Buyer:

                             -22-

<PAGE>

     9.01      Accuracy  of Representations and Warranties.   The
representations  and warranties of Sellers and  the  Company  set
forth  in  Article IV shall be true and correct in  all  material
respects  as of the date of this Agreement and as of the  Closing
with   the  same  effect  as  though  such  representations   and
warranties had been made at and as of the Closing except for such
changes  with  respect  thereto which are  contemplated  by  this
Agreement or the passage of time.

     9.02       Performance   of   Covenants,   Agreements    and
Conditions.   Sellers and the Company shall have duly  performed,
complied  with  and  satisfied  in  all  material  respects   all
covenants,  agreements and conditions required by this  Agreement
to  be  performed, complied with or satisfied by them at or prior
to the Closing.

     9.03      Officers'  Certificate,  Etc.   Buyer  shall  have
received  (a)  a certificate, dated the date of the Closing  Date
and  signed  by  each Seller and the Company, to the  effect  set
forth  in Sections 9.01 and 9.02 and (b) such other certificates,
instruments  and  documents as shall be reasonably  requested  by
Buyer  for  the  purpose  of  verifying  the  accuracy  of   such
representations   and   warranties  and   the   performance   and
satisfaction of such covenants and conditions.

     9.04     Real Estate Purchase Agreement  At or prior to  the
Closing,  (i)  Buyer and Red Thor L.L.C. shall have entered  into
the  Red  Thor  Real Estate Purchase  Agreement in  the  form  of
Exhibit B hereto covering the purchase of a facility in the state
of Texas and (ii) Buyer and Ferolito. shall have entered into the
Ferolito  Real  Estate  Purchase   Agreement  in  the   form   of
Exhibit C.
     .

     9.05      Non-Compete and Other Agreements.  At or prior  to
the  Closing,  Sellers  shall  have entered  into  a  Non-Compete
Agreement with the Company substantially in the form of Exhibit D
hereto.   Each  Seller  agrees  to enter  into  such  Non-Compete
Agreement.

     9.06      Employment Agreements.   Each of the Sellers shall
have  entered  into  an  Employment Agreement  with  the  Company
substantially in the form of Exhibit E hereto.

     9.07      Delivery  of  Assignments .   Sellers  shall  have
executed,  acknowledged (if appropriate) and delivered  to  Buyer
all assignments as Buyer and its counsel may reasonably request.


                            ARTICLE X
         CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS

     Notwithstanding any other provision of this  Agreement,  the
obligations   of   Sellers   to   consummate   the   transactions
contemplated hereunder shall be subject to the fulfillment, prior
to  or  at  the  Closing,  of  each of the  following  conditions
precedent, any one of which may be waived by Sellers.

                             -23-

<PAGE>

     10.01     Accuracy  of Representations and Warranties.   The
representations and warranties of Buyer set forth  in  Article  V
shall be true and correct in all material respects as of the date
of  this Agreement and as of the Closing with the same effect  as
though  such representations and warranties had been made at  and
as  of  the Closing except for such changes with respect  thereto
which are contemplated by this Agreement or the passage of time.

     10.02      Performance   of   Covenants,   Agreements    and
Conditions.  Buyer shall have duly performed, complied  with  and
satisfied  all covenants, agreements and conditions  required  by
this Agreement to be performed, complied with or satisfied by it,
at or prior to the Closing.

     10.03     Officers' Certificates, Etc.  Sellers  shall  have
received (a) a certificate, dated the Closing Date and signed  by
an authorized representative of Buyer, to the effect set forth in
Sections  10.01  and  10.02,  and (b)  such  other  certificates,
instruments  and  documents as shall be reasonably  requested  by
Sellers  for  the  purpose  of verifying  the  accuracy  of  such
representations   and   warranties  and   the   performance   and
satisfaction of such covenants and conditions.

     10.04    Employment Agreements.  The Company and each Seller
shall  have  executed the Employment Agreement  in  the  form  of
Exhibit E attached hereto.

     10.05     Real  Estate  Purchase  Agreement  Prior  to   the
Closing,  Buyer and Red Thor L.L.C. shall have entered  into  the
Red Thor Real Estate Purchase  Agreement in the form of Exhibit B
hereto covering the purchase of a facility in the state of  Texas
and  (ii) Buyer and Ferolito shall have entered into the Ferolito
Real  Estate  Purchase  Agreement in the form of  Exhibit  C  and
Buyer  is  ready,  willing and able to tender  the  payments  and
documents set forth in Section 3.02

     10.06     Payment  of Shareholder Loans.   At  Closing,  the
Buyer will contribute cash equal to the outstanding amount of the
Shareholder  Loans referenced below.  The Company  shall  pay  to
Sellers  the  amounts owed them under the outstanding shareholder
loans to the Company.  At the date of this Agreement, the amounts
owed to the Sellers are as follows:

        Nick Ferolito            $33,306
        Russell Brown            $36,481







                           ARTICLE XI
                     TERMINATION AND WAIVER

     11.01     Termination.  This Agreement may be terminated  at
any time prior to the Closing:

                             -24-

<PAGE>

         (a) by mutual consent of Buyer and Sellers;

         (b)  by either Buyer or Sellers if the transaction shall
not have been consummated on or before June 1, 2001;

         (c)  at Buyer's election, upon written notice from Buyer
to  Sellers,  if  any one or more of the following  events  shall
occur  and  shall  not have been remedied to the satisfaction  of
Buyer within 15 days after written notice is delivered to Seller:
(i)  there  shall have been any material breach  of  any  of  the
obligations,  covenants, or warranties of Sellers  hereunder;  or
(ii)  there  shall  have  been  any  written  representation   or
statement  furnished  by  Sellers hereunder  which  at  the  time
furnished is false or misleading; or

         (d)  at  Sellers'  election, upon  written  notice  from
Sellers  to  Buyer,  if any one or more of the  following  events
shall  occur  and  shall  not  have  been  remedied  to  Seller's
satisfaction within 15 days after written notice is delivered  to
Buyer:   (i) there shall have been any material breach of any  of
the obligations, covenants, or warranties of Buyer hereunder;  or
(ii)  there  shall  have  been  any  written  representation   or
statement  furnished  by  Buyer  hereunder  which  at  the   time
furnished is false or misleading.

     11.02     Effect of Termination.  If either Buyer or Sellers
terminate  this  Agreement as provided in the foregoing  section,
this  Agreement will forthwith become void, and there will be  no
liability  or obligation on the part of Buyer or Sellers  or  the
Buyer's   officers  or  directors  except   as   set   forth   in
Sections  13.01  (relating to expenses) and  12.01  (relating  to
confidentiality), and except for the liability of any party  then
in breach of this Agreement.

     11.03     Waiver.   Any term or provision of this  Agreement
may  be waived in writing at any time by Buyer, if it is entitled
to  the benefits thereof, or by Sellers, if they are entitled  to
the benefits thereof.


                           ARTICLE XII
                  OTHER AGREEMENTS; SURVIVAL OF
         REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

     12.01     Confidentiality.  Except as  may  be  required  to
comply  with applicable law and regulations or to obtain required
regulatory  approvals  to  consummate this  transaction,  whether
state, federal or foreign, and except as required to comply  with
express  obligations under this Agreement, each  of  the  parties
hereto will use its or his best efforts to keep confidential  all
information  relating to this transaction and will  instruct  its
officers,  employees and other representatives having  access  to
such  information of such obligation of confidentiality.  In  the
event  the  transactions contemplated herein are not consummated,
each  of the parties hereto shall return all documents, including
any copies thereof, to the party which provided the same.

                             -25-

<PAGE>

     12.02     Public  Announcements.  None of the  Parties  will
make any public announcement without prior approval of the other,
except  as may otherwise be required by law, in which event,  the
party required by law to make a public announcement shall provide
the  other  party with prior notice of the text  thereof  to  the
extent reasonably practicable.

     12.03     Additional Agreements.  Subject to this Agreement,
each  of  the Parties agrees to use its best efforts to take,  or
cause to be taken, all action and to do, or cause to be done, all
things  necessary, proper or advisable under applicable laws  and
regulations  to  consummate and make effective  the  transactions
contemplated by this Agreement.  If at any time after the Closing
Date  any  further action is necessary or desirable to carry  out
the purposes of this Agreement, the proper officers and directors
of each of the Parties will take all such necessary action.

     12.04      Forwarding Payments and Property.    If any party
receives any payments or property after the Closing to which  any
of  the other parties hereto are entitled under the terms of this
Agreement, the recipient shall promptly forward the same  to  the
party entitled thereto.

     12.05      Available  Remedies.   Each  Party  agrees  that,
consistent  with its intention and agreement to be bound  by  the
terms  of  this  Agreement  and  to consummate  the  transactions
contemplated   hereby,  subject  only  to  the   performance   or
satisfaction  of  conditions precedent, the  remedy  of  specific
performance  shall  be  available to  a  non-breaching  and  non-
defaulting  party to enforce performance of this Agreement  by  a
breaching   or  defaulting  party,  including  to   require   the
consummation of the Closing.

     12.06    Indemnification.

           (a)  By Sellers and the Company.  Sellers, jointly and
severally,  agree  to indemnify, defend and hold  Buyer  and  its
Affiliates  harmless  from  and  against  any  and  all   losses,
liabilities,   claims,  demands,  damages,  costs  and   expenses
(including reasonable attorneys' fees and disbursements) of every
kind,  nature and description (collectively, "Claims")  sustained
by  Buyer or any of its Affiliates based upon, arising out of  or
otherwise  in respect of (i) the breach of any representation  or
warranty  of  Sellers  contained in  this  Agreement  or  in  any
certificate, agreement, document or instrument delivered pursuant
to  this  Agreement,  or  (ii) the  breach  of  any  covenant  or
agreement,  of  Sellers contained in this  Agreement  or  in  any
certificate, agreement, document or instrument delivered pursuant
to  this Agreement, or (iii) any Claim relating to the ownership,
operation, management or use of the stock of the Company  or  the
Company's assets or the Business to or on the Closing Date unless
and  to  the extent that such Claim arises solely from any action
of  Buyer  after  the Closing or is expressly  assumed  by  Buyer
hereunder.   Amounts due from Sellers hereunder may be satisfied,
at the option the Buyer, by the reduction in the number of shares
of  Buyer's  stock  to be issued to Sellers pursuant  to  Section
2.03(b).   For  these purposes, these shares shall be  valued  at
$2.00 per share.  Sellers shall have no duty to satisfy any claim
for  indemnification under this Section 12.06  except  through  a
transfer  of  stock  to Seller pursuant to the Escrow  Agreement.
Accordingly, Buyer's right to indemnification under this  Section
12.06  shall  lapse with respect to any Claim to the  extent  the

                             -26-

<PAGE>

amount  of  the Claim exceeds the fair market value of the  stock
then  held  in escrow.  In addition, Sellers shall  be  under  no
obligation  to  indemnify Buyers for any Claims  under  item  (i)
above  until  the total amount of all such Claims exceeds  $5,000
and then only to the extent of the excess.

         (b)  By Buyer.  Buyer agrees to indemnify, defend and hold
Sellers harmless from and against any and all Claims sustained by
Sellers  caused  by  (i)  the breach  of  any  representation  or
warranty  of  Buyer  contained  in  this  Agreement  or  in   any
certificate, agreement, document or instrument delivered pursuant
to  this  Agreement,  or  (ii) the  breach  of  any  covenant  or
agreement,  of  Buyer  contained in  this  Agreement  or  in  any
certificate, agreement, document or instrument delivered pursuant
to  this Agreement, or (iii) the ownership, operation, management
or use of the Company's assets or the Business after the Closing,
unless  and to the extent that such Claim arises solely from  any
action of Sellers after the Closing.

           (c)   Notification and Defense of Claims.   Any  party
seeking  indemnification or reimbursement  for  Claims  hereunder
(the "Indemnified Party") shall as promptly as practicable notify
the   party  from  which  such  indemnification  is  sought  (the
"Indemnifying Party") upon which the Indemnified Party intends to
base  a  claim  for  indemnification or reimbursement  hereunder;
provided, however, that the failure of an Indemnified Party to so
notify  the Indemnifying Party shall not relieve the Indemnifying
Party  from any liability under this Agreement to the Indemnified
Party  with  respect  to  such Claim except  to  the  extent  the
Indemnifying  Party  is actually prejudiced  or  damaged  by  the
failure to receive timely notice. In the event of any claims  for
indemnification or reimbursement, the Indemnifying Party, at  its
option,  may assume (with legal counsel reasonably acceptable  to
the  Indemnified Party) the defense of any claim, demand, lawsuit
or  other Proceeding brought against the Indemnified Party, which
claim,  demand, lawsuit or other Proceeding may give rise to  the
indemnity  or reimbursement obligation of the Indemnifying  Party
hereunder,  and  may assert any defense of any  party;  provided,
however, that the Indemnified Party shall have the right  at  its
own expense to participate jointly with the Indemnifying Party in
the defense of any claim, demand, lawsuit or other Proceeding  in
connection    with   which   the   Indemnified    Party    claims
indemnification or reimbursement hereunder.  Notwithstanding  the
right of an Indemnified Party so to participate, the Indemnifying
Party shall have the sole right to settle or otherwise dispose of
such claim, demand, lawsuit or other Proceeding on such terms  as
the  Indemnifying  Party,  in  its sole  discretion,  shall  deem
appropriate  with respect to any issue involved  in  such  claim,
demand,  lawsuit  or  other  Proceeding  as  to  which  (i)   the
Indemnifying  Party  shall have acknowledged  the  obligation  to
indemnify  the Indemnified Party hereunder and the settlement  is
solely for cash or (ii) the Indemnified Party shall have declined
so  to participate and, in either case, the Indemnified Party  is
provided a full and complete release of Claims.

           (d)  Survival of Representations and Warranties.   The
representations and warranties of the parties to  this  Agreement
shall survive the Closing Date and shall remain in full force and
effect  following the Closing Date for a period of one year  from
the   Closing  Date;  provided,  that  the  representations   and

                             -27-

<PAGE>

warranties  related  to  Tax  matters  shall  survive  until  the
applicable statute of limitations for any potential Tax liability
has  expired  and  representations  and  warranties  related   to
environmental  claims  shall  survive  indefinitely  (the  period
during  which  the representations and warranties  shall  survive
being referred to herein with respect to such representations and
warranties as the "Survival Period"), and shall be effective with
respect to any inaccuracy therein or breach thereof (and a  claim
for  indemnification  under Section  12.06  hereof  may  be  made
thereon) if a written notice asserting the claim shall have  been
duly  given  in  accordance with Article XII  hereof  within  the
Survival  Period  with  respect to such  matter.  Any  claim  for
indemnification made during the Survival Period  shall  be  valid
and  the  representations and warranties relating  thereto  shall
remain   in   effect   for   purposes  of  such   indemnification
notwithstanding  that such claim may not be resolved  within  the
Survival  Period.  All representations, warranties and  covenants
and  agreements made by the parties shall not be affected by  any
investigation heretofore or hereafter made by and  on  behalf  of
any  of  them and shall not be deemed merged into any instruments
or  agreements  delivered in connection with  this  Agreement  or
otherwise   in  connection  with  the  transactions  contemplated
hereby.

           (e)   Exclusive Rights and Remedies.  The  rights  and
remedies  provided in this Section 12.06 shall be  the  exclusive
rights and remedies, contractual or otherwise, of the indemnified
Persons   with   respect  to  breaches  of  the  representations,
warranties, covenants and agreements contained in this Agreement.

     12.07    Actions of the Parties after the Closing Date.  The
Parties  agree that after the Closing, they will take the actions
described in this Section 12.07.

         (a)  Sellers acknowledge and agree that from  and  after
the  Closing,  Buyer will be entitled to originals of  all  title
documents  and  copies  of  all other documents,  books,  records
(including  tax records), agreements, and financial data  of  any
sort  relating  to the Business and the Company's assets.   Buyer
agrees to provide Sellers, at Sellers' cost, with copies of  such
documents,  books,  records, agreements, and  financial  data  as
reasonably needed and requested by Sellers.

         (b)  In  the event and for so long as any party actively
is  contesting or defending against any action, suit, proceeding,
hearing,  investigation, charge, complaint, claim, or  demand  in
connection  with  (i)  any  transaction contemplated  under  this
Agreement  or  (ii)  any  fact, situation, circumstance,  status,
condition, activity, practice, plan, occurrence, event, incident,
action, failure to act, or transaction on or prior to the Closing
Date  involving the Business or the Company's assets,  the  other
party  will  to the extent reasonably practicable cooperate  with
the contesting or defending  party and its counsel in the contest
or  defense,  make  available  its personnel,  and  provide  such
testimony  and  access  to  its books and  records  as  shall  be
necessary in connection with the contest or defense, all  at  the
sole  cost  and  expense of the contesting or  defending   party.
However,  with respect to any such information as  to  which  the
contesting  or  defending party may reasonably  assert  that  the
disclosure  pursuant hereto would waive a privilege, the  parties
will  use  their  reasonable efforts  to  develop  procedures  to
maintain such privilege.

         (c)  Neither  Seller  will  take  any  action  that   is
designed  or  intended  to have the effect  of  discouraging  any

                             -28-

<PAGE>

lessor, licensor, customer, supplier, or other business associate
of  the Business from maintaining the same business relationships
with  Buyer  after  the Closing Date as it  maintained  with  the
Company  prior  to  the  Closing Date.  Sellers  will  refer  all
customer  inquiries relating to the Business to  Buyer  from  and
after the Closing Date.

         (d)  Sellers  agree  that after  the  Closing  Date  any
facts,  information, know-how, processes, trade secrets, customer
lists  or  confidential matters that relate in  any  way  to  the
Company's assets shall be maintained in confidence and shall  not
be  divulged by either Seller to any party unless and until  they
shall become public knowledge (other than by disclosure by either
Seller  or  the Company's employees or agents) or as required  by
law.   Each  Seller  further agrees to use his  best  efforts  to
ensure that none of the Company's employees or agents divulge any
such  confidential information to a third party or use  the  same
for  the benefit of Sellers, any such officer, employee or  agent
or  any  other third party, unless and until it shall have become
public  knowledge (other than by disclosure by either  Seller  or
the  Company's officers, employees or agents).  Buyer shall  have
the right to interview the Company's employees for the purpose of
obtaining information concerning the Business and Sellers  hereby
waive  any right, claim, or cause of action, express or  implied,
which  Sellers  or  either of them may have against  any  of  the
Company's  employees or agents by reason of any such employee  or
agent  divulging  to  Buyer after the  Closing  Date  any  facts,
information,  know-how, processes, trade secrets, customer  lists
or  similar  confidential matters that relate to the Business  or
the Company's Assets.


                          ARTICLE XIII
                          MISCELLANEOUS

     13.01     Expenses.   Except as otherwise  provided  herein,
each  Party  will  pay  its own costs and  expenses  incurred  in
connection  with this Agreement and the transactions contemplated
hereby.   In  addition, Sellers will pay all  of  the  costs  and
expenses  which  the  Company may incur in  connection  with  the
Company's execution of this Agreement and its consummation of the
transactions  contemplated hereby.  Should any  Party  bring  any
legal  action or other proceedings to enforce the terms  of  this
Agreement, the prevailing Party shall be entitled to recover  its
or  his  costs  and  expenses incurred in  connection  therewith,
including its or his reasonable attorneys fees and expenses.

     13.02     Notices.   All  notices and  other  communications
hereunder  shall be in writing and shall be deemed to  have  been
given  if  delivered  personally  or  sent  by  telex,  facsimile
transmission, a nationally recognized overnight delivery  service
or  registered  or  certified  mail (return  receipt  requested),
postage  prepaid,  to  the  parties  to  this  Agreement  at  the
following addresses or at such other address for a party as shall
be specified by like notice:

     If to Buyer:
                            ADDvantage Technologies Group, Inc.
                            1605 E. Iola
                            Broken Arrow, Oklahoma 74012
                            Attention:  Kenneth A. Chymiak

                             -29-

<PAGE>

     with a copy to:
                            Conner  &  Winters,  A  Professional
                            Corporation
                            3700 First Place Tower
                            Tulsa, Oklahoma 74103
                            Attention:  Lynnwood R. Moore, Jr.
                            Facsimile:  (918) 586-8548

     If to Sellers:         Nick Ferolito
                            Russell Brown
                            2675 East 28th Street
                            Sedalia, Missouri
                            Facsimile: (660) 826-8461

     with a copy to:        David E. Grein
                            Hagen, Dye, Hirschy & DiLorenzo, P.C.
                            888 SW Fifth Avenue, Suite 1000
                            Portland, Oregon  97204-2024
                            Facsimile:  503-274-7979


All  such notices and communications shall be deemed to have been
received  on  the date of delivery or on the third  business  day
after   the  mailing  thereof.   The  Parties  may  change  their
respective  addresses by notice in writing  given  to  the  other
party to this Agreement.

     13.03    Time.  Time is of the essence of this Agreement.

     13.04      Entire  Agreement;  Amendment.   This   Agreement
(including  the schedules, documents and instruments referred  to
herein) constitutes the entire agreement between the Parties with
respect  to  the subject matter hereof and supersedes  all  prior
agreements  and  undertakings, written and oral.  This  Agreement
may  not be amended except by an instrument in writing signed  on
behalf  of  each of the Parties, and all attempted oral  waivers,
notifications and amendments shall be ineffective.

     13.05    Binding Effect; Benefits.  This Agreement shall  be
binding  upon and inure to the benefit of the Parties  and  their
respective  successors and permitted assigns.  Nothing  expressed
or implied in this Agreement is intended to or shall be construed
to  give  any  person other than the Parties or their  respective
successors  or  permitted assigns any legal or  equitable  right,
remedy  or claim under or in respect of this Agreement, it  being
the intention of the Parties that this Agreement shall be for the
sole and exclusive benefit of such Parties or such successors  or
assigns and for the benefit of no other person.

                             -30-

<PAGE>

     13.06     Assignment.  Neither this Agreement nor any right,
remedy,  obligation or liability arising hereunder or  by  reason
hereof shall be assignable by any Party without the prior written
consent of the other Parties.

     13.07     Applicable Law.  This Agreement shall be  governed
by  and  construed in accordance with the laws of  the  State  of
Oklahoma applicable to contracts made and to be performed  within
that State, without regard to the principles of conflicts of laws
thereof.  The Parties each (a) agree that any litigation, action,
or  proceeding arising out of this Agreement or the  transactions
may  be  instituted in a state or federal court in  the  City  of
Tulsa,  Oklahoma, (b) waive any objection that such  party  might
have  now  or hereafter to such litigation, action, or proceeding
based   upon   improper   venue  or   inconvenient   forum,   and
(c)  irrevocably submit to the jurisdiction of such courts in any
such litigation, action, or proceeding.

     13.08     Counterparts.  This Agreement may be  executed  in
any  number of counterparts, each of which shall be deemed to  be
an  original and all of which together shall be deemed  to  be  a
single agreement.

     IN  WITNESS WHEREOF, the Parties have caused this  Agreement
to be executed by their duly authorized representatives as of the
date first above written.

"Buyer"                                      "Sellers"

ADDvantage Technologies Group, Inc.


By: /S/ Kenneth A. Chymiak                   /S/ Nick Ferolito
    -----------------------------------      --------------------
    Kenneth   A.   Chymiak,   President          Nick Ferolito


                                             /S/ Russell Brown
                                             --------------------
                                                 Russell Brown

                             -31-