ASSET PURCHASE AGREEMENT



                       TMS, INC., an Oklahoma corporation


                 PIC ACQUISITION, INC., an Oklahoma corporation


               PEGASUS IMAGING CORPORATION, a Florida corporation




                           Dated as of August 5, 2004


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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.    DEFINITIONS..............................................................1
   1.1      Defined Terms......................................................1
2.    PURCHASE AND SALE OF PURCHASED ASSETS....................................4
   2.1      Purchased Assets...................................................4
   2.2      Assumed Liabilities................................................5
   2.3      Non-Assumption of Liabilities......................................5
   2.4      Patent License; Relationship.......................................5
   2.5      Conveyance of the Purchased Assets.................................5
   2.6      Additional Consideration for Purchase of Assets....................5
   2.7      Payment of Purchase Price..........................................5
   2.8      Adjustment Amount..................................................6
   2.9      Adjustment Procedure...............................................6
   2.10     Operation of Business after Closing Balance Sheet Date.............7
   2.11     Prorations.........................................................7
3.    CLOSING AND POST CLOSING MATTERS.........................................8
   3.1      Time and Place of the Closing......................................8
   3.2      Procedure at Closing...............................................8
   3.3      Accounts Receivable; Promissory Note Adjustment....................8
4.    REPRESENTATIONS AND WARRANTIES OF TMS....................................9
   4.1      Due Organization...................................................9
   4.2      Power and Authority...............................................10
   4.3      Authority for Agreement...........................................10
   4.4      No Violation to Result............................................10
   4.5      Title to Purchased Assets.........................................10
   4.6      Brokers...........................................................11
   4.7      Financial Statements..............................................11
   4.8      Pending Litigation................................................11
   4.9      Contracts.........................................................12
   4.10     No Material Adverse Effect........................................12
   4.11     Compliance with Existing Laws.....................................12
   4.12     Accounts Receivable...............................................12
   4.13     Employees.........................................................13
   4.14     Employee Benefit Plans............................................13
   4.15     Personal Property.................................................14
   4.16     Leased Real Property..............................................14
   4.17     OSHA..............................................................14
   4.18     Taxes.............................................................14
   4.19     Insurance.........................................................15
   4.20     Adequacy of Purchased Assets......................................15
   4.21     Credit Cards......................................................15
   4.22     Intangible Property...............................................15
   4.23     Proprietary Information of Third Parties..........................16
   4.24     Solvency..........................................................17
5.    REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE PARENT..............17
   5.1      Organization......................................................17
   5.2      Power and Authority...............................................17
   5.3      Authority for Agreement...........................................17
   5.4      No Violation to Result............................................18
   5.5      Brokers...........................................................18
   5.6      Financial Ability; No Material Adverse Effect.....................18
   5.7      Diligence.........................................................18
6.    COVENANTS...............................................................18
   6.1      Confidentiality...................................................18
   6.2      Regulatory and Other Approvals....................................19
   6.3      Reasonable Efforts................................................19
   6.4      Allocation of Purchase Price......................................20
   6.5      Employee Matters..................................................20
   6.6      Professional Fees.................................................20
   6.7      Access And Investigation..........................................20
   6.8      No Solicitation...................................................21
   6.9      Use of Assets During Transition...................................21
   6.10     Payment of Vendors and Other Indebtedness.........................21
   6.11     Sales and Transfer Taxes..........................................22
   6.12     Conduct of the Business...........................................22
   6.13     TMS Name..........................................................23
7.    CONDITIONS PRECEDENT TO OBLIGATIONS OF TMS..............................23
   7.1      Representations and Warranties True at the Closing Date...........24
   7.2      Performance.......................................................24
   7.3      No Litigation.....................................................24
   7.4      Governmental, Regulatory and Other Consents and Approvals.........24
   7.5      Good Standing Certificates; Corporate Resolutions.................24
   7.6      Deliveries........................................................24
   7.7      Shareholder Approval; Fairness Opinion............................25
   7.8      VSC LLC Interest..................................................25
8.    CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER AND THE PARENT.........25
   8.1      Representations and Warranties True as of the Closing Date........25
   8.2      Performance.......................................................25
   8.3      No Litigation.....................................................25
   8.4      Good Standing Certificates; Corporate Resolutions.................25
   8.5      Deliveries........................................................25
9.    INDEMNIFICATION.........................................................26
   9.1      General Indemnification...........................................26
   9.2      Procedure and Limitation..........................................27
10.   GENERAL.................................................................27
   10.1     Termination.......................................................27
   10.2     Effect of Termination.............................................28
   10.3     Successors and Assigns............................................28
   10.4     Entire Agreement..................................................28
   10.5     Counterparts......................................................28
   10.6     Expenses..........................................................28
   10.7     Specific Performance; Remedies Not Exclusive......................28
   10.8     Notices...........................................................29
   10.9     Governing Law.....................................................30
   10.10    Arbitration.......................................................30
   10.11    Survival of Representations, Warranties and Covenants.............31
   10.12    Severability......................................................31
   10.13    Absence of Third Party Beneficiary Rights.........................31
   10.14    Press Releases and Announcements..................................31
   10.15    Further Representations...........................................32
   10.16    Amendment; Waiver.................................................32
   10.17    Gender............................................................32
   10.18    Continuing Access to Records......................................32
   10.19    No Strict Construction............................................32
   10.20    Knowledge.........................................................32
   10.21    Headings..........................................................33
   10.22    Further Action; Future Cooperation................................33

<PAGE>
                            ASSET PURCHASE AGREEMENT


     THIS ASSET  PURCHASE  AGREEMENT  (together  with the schedules and exhibits
attached  hereto,  this  "Agreement")  is entered into effective as of August 5,
2004 (the "Effective Date"), by and among (i) TMS, INC., an Oklahoma corporation
("TMS"),  and (ii) PIC ACQUISITION,  INC., an Oklahoma corporation (the "Buyer")
and (iii) PEGASUS IMAGING CORPORATION, a Florida corporation (the "Parent").

     A. TMS is engaged in the computer software business and develops, sells and
maintains  assessment scoring products which are part of the Retained Assets (as
defined herein) and develops,  sells and maintains  custom and standard  imaging
software  products and services (the  "Business")  and owns certain assets which
are further described below; and

     B.  The  Buyer  desires  to  purchase  the  Business,  as a going  concern,
including the Purchased  Assets (as defined below),  and TMS desires to sell the
Purchased  Assets,  on the terms and conditions set forth in this Agreement (the
"Asset Purchase").

     In consideration  of the foregoing,  the mutual promises in this Agreement,
and other good and valuable consideration,  the receipt and sufficiency of which
are acknowledged, the parties agree as follows:

     1. DEFINITIONS

     1.1 Defined Terms.  As used herein,  the terms defined below shall have the
following  meanings.  Any of these terms, unless the context otherwise requires,
may be used in the singular or plural depending on the reference.

     "Accountants" shall have the meaning given to such term in Section 2.9.

     "Adjusted  Purchase  Price"  shall have the  meaning  given to such term in
Section 2.6.

     "Asset Purchase" shall have the meaning given to such term in the Recitals.

     "Assumed  Contracts"  shall have the meaning given to such term in Schedule
2.2 hereof.

     "Assumed  Liabilities" shall have the meaning given to such term in Section
2.2.

     "Balance Sheet" shall have the meaning given to such term in Section 4.7.

     "Buyer Group" shall have the meaning given to such term in Section 6.7.

     "Buyer's  Indemnified Parties" shall have the meaning given to such term in
Section 9.1.

     "Cash Purchase  Price" shall have the meaning given to such term in Section
2.7.

     "Closing" shall have the meaning given to such term in Section 3.1.

     "Closing Current Net Asset Value" shall have the meaning given to such term
in Section 2.8.

     "Closing Date" shall have the meaning given to such term in Section 3.1.

     "Closing  Statement"  shall have the meaning  given to such term in Section
2.9.

     "Competing  Proposal"  shall have the meaning given to such term in Section
10.1.

     "Confidentiality  Agreement"  shall have the meaning  given to such term in
Section 6.1.

     "Current Net Asset Adjustment" shall have the meaning given to such term in
Section 2.8

     "Current  Net Asset  Value"  shall have the  meaning  given to such term in
Section 2.8.

     "Damages" shall mean any and all damages, including without limitation, all
liabilities,  losses,  claims,  causes of  action,  damages,  punitive  damages,
assessments,   judgments,   settlement  payments,   penalties,  fines,  interest
(including  interest  from the date of such  damages)  and costs  and  expenses,
including, without limitation, reasonable attorneys' fees.

     "Education  Market"  shall  mean  all  customers  and  potential  customers
(including,  but not  limited to,  educational  testing  companies,  private and
governmental  departments  of  education,  colleges,  universities  and  similar
institutions) which conduct testing, surveys or otherwise collect and/or archive
information in or for educational systems or institutions.

     "Effective  Date" shall have the meaning  given to such term in the opening
paragraph of this Agreement.

     "Effective Time" shall have the meaning given such term in Section 3.1.

     "Employee  Expenses"  shall have the meaning  given to such term in Section
2.8.

     "Encumbrance" shall mean any claim, lien, pledge, option, charge, easement,
security interest, right-of-way,  encumbrance,  mortgage, deed of trust or other
right, whether existing of record or not, of any kind or nature whatsoever.

     "GAAP" shall mean United States generally accepted  accounting  principles,
consistently applied.

     "Initial Note Adjustment  Notice" shall have the meaning given to such term
in Section 3.3.

     "Intellectual  Property" shall mean all (i) patents,  patent  applications,
patent  continuations,  patent  disclosures  and  inventions,  (ii)  trademarks,
service  marks,  trade  dress,  trade  names,  logos  and  corporate  names  and
registrations and applications for registration thereof together with all of the
goodwill associated therewith, (iii) copyrights (registered or unregistered) and
copyrightable works and registrations and applications for registration thereof,
(iv) mask works and registrations and applications for registration thereof, (v)
computer software, data, data bases and documentation thereof, including without
limitation,  all source and object code and all related flow  charts,  know-how,
logic   diagrams,   documentation,   manuals,   (vi)  trade  secrets  and  other
confidential  information  (including,   without  limitation,  ideas,  formulas,
compositions,  inventions (whether patentable or unpatentable and whether or not
reduced to  practice),  know-how,  manufacturing  and  production  processes and
techniques,  research and  development  information,  drawings,  specifications,
designs, plans, proposals,  technical data, copyrightable official and marketing
plans and customer and supplier lists and information), (vii) other intellectual
property  rights,  (viii)  "technical  data" as  defined  in 48 Code of  Federal
Regulations,  Chapter 1, and (ix) copies and  tangible  embodiments  thereof (in
whatever form or medium) from all  jurisdictions  foreign and domestic which TMS
either owns or has rights to as licensee.

     "Interim  Balance  Sheet"  shall  have the  meaning  given to such  term in
Section 4.7.

     "Key Employees"  shall mean Chris Hinchey,  Donald Jones,  Richard Scanlan,
and Garland "Butch" Taylor, and shall not include Deborah D. Mosier.

     "Liabilities"  shall  mean,  without  limitation,  any  direct or  indirect
liability,  indebtedness,  guaranty,  endorsement,  claim, loss, damage,  either
accrued, absolute,  contingent,  mature, unmature or otherwise and whether known
or unknown,  fixed or unfixed,  choate or inchoate,  liquidated or unliquidated,
secured or unsecured. Without limiting the generality of the preceding sentence,
Liabilities include all obligations and liabilities of TMS (i) not reflected in,
reserved,  or accrued against in the Balance Sheet, the Interim Balance Sheet or
the Closing  Balance  Sheet or any other  financial  statements of TMS or are in
excess of the  amounts  reflected  in,  reserved,  or  accrued  against  in such
financials, and (ii) not expressly stated on Schedule 2.2.

     "Liquidation  Date"  shall mean the date,  selected  by TMS in its sole and
absolute discretion, as of which TMS is liquidated, provided, however, such date
shall not be prior to November 30, 2004.

     "Material Adverse Effect" shall mean a change, event, development or effect
that has had or is  likely to have a  material  adverse  effect on (i) TMS,  the
Purchased Assets or the Business,  financial  condition,  Liabilities,  sales or
sales activities  related to the Business,  or relations with material customers
or  material  suppliers  of the  Business,  or (ii)  the  right  or  ability  to
consummate the transactions  contemplated hereby;  provided,  however,  that any
adverse  change,  event,  development  or effect (x) affecting the United States
economy  generally,  (y) affecting TMS's or Buyer's (as applicable)  industry in
general,  or (z) caused by or results from the  announcement  of this Agreement,
shall  not be  taken  into  account  in  determining  whether  there  has been a
"Material Adverse Effect".

     "Note Payment Date" shall mean the date that is fifteen (15) days after the
Liquidation Date, or July 15, 2005, whichever is earlier.

     "Note Purchase  Price" shall have the meaning given to such term in Section
2.7.

     "Patent License" shall have the meaning given to such term in Section 2.1.

     "Person"   shall  mean  any  person,   corporation,   partnership,   trust,
corporation, business, group, Government or other entity.

     "Plans" shall have the meaning given to such term in Section 4.14.

     "Purchase Price" shall have the meaning given to such term in Section 2.6.

     "Purchased  Assets"  shall have the  meaning  given to such term in Section
2.1.

     "Retained  Assets"  shall  have the  meaning  given to such term in Section
2.1(b).

     "Shareholder Approval" shall have the meaning given to such term in Section
4.3.

     "Subsidiary"  shall mean with respect to any Person, any other Person whose
shares of stock or other  securities  having a majority  of the  general  voting
power in electing the Board of Directors or  equivalent  governing  body of such
Person are, at the time as of which any  determination  is being made,  owned by
such Person,  either  directly or indirectly  through one or more other entities
constituting Subsidiaries.

     "Tax" or "Taxes" shall mean all federal,  state,  local,  foreign and other
taxes, assessments or other Government charges,  including,  without limitation,
income,  estimated income, business,  occupation,  franchise,  property,  sales,
transfer,  use,  employment,  payroll,  commercial  rent or  withholding  taxes,
including interest, penalties and additions in connection therewith.

     "Tax Return" means any return, report, information return or other document
(including any related or supporting  information)  required to be supplied,  or
actually  supplied,  to a Governmental  or Regulatory  Authority with respect to
Taxes.

     "Termination  Fee"  shall  have the  meaning  given to such term in Section
10.1.

     "TMS's  Indemnified  Parties"  shall have the meaning given to such term in
Section 9.1.

     "VSC  LLC"  means VSC  Technologies,  LLC,  a  Delaware  limited  liability
company.

     "VSC Agreements" (the agreements related to the VSC LLC and Virtual Scoring
Center(TM) software, described on Schedule 1.1 hereof.

     "Work In Process" shall have the meaning given to such term in Section 2.8.

     2. PURCHASE AND SALE OF PURCHASED ASSETS

     2.1  Purchased  Assets.  On the basis of the  representations,  warranties,
covenants  and  agreements  and  subject  to the  satisfaction  or waiver of the
conditions in this Agreement,  TMS agrees to sell, convey, assign,  transfer and
deliver  to the Buyer all  right,  title  and  interest  in and to and the Buyer
agrees to  purchase,  accept and take  possession  from TMS,  all of the assets,
properties  and other  rights owned or leased by TMS in and to the Business as a
going concern, including,  without limitations,  those listed on Schedule 2.1 of
this Agreement (the  "Purchased  Assets"),  free and clear of all  Encumbrances,
except  the  Assumed  Liabilities  and the VSC  Agreement,  as they exist at the
Effective  Time.  Notwithstanding  the  foregoing,  TMS shall not sell,  convey,
assign,  transfer or deliver, and TMS shall retain the assets listed on Schedule
2.1A (collectively, the "Retained Assets").

     2.2 Assumed Liabilities.  On the basis of the representations,  warranties,
covenants  and  agreements  and  subject  to the  satisfaction  or waiver of the
conditions in this Agreement, the Buyer shall assume, discharge and perform when
lawfully  due each of the  obligations  and  duties of TMS with  respect  to the
Purchased  Assets,  all of which are described on Schedule 2.2 of this Agreement
(the "Assumed Liabilities").

     2.3 Non-Assumption of Liabilities.  Except for the Assumed Liabilities, the
Buyer shall not assume any Liabilities or Encumbrances of TMS.

     2.4 Patent License; Relationship.

          (a) As of the Effective  Time,  TMS or its designee will be granted an
     exclusive  royalty  free  license  to  the  patent  rights  (including  the
     underlying  source  code) for  DMR(R)  technology  which  includes  the DMR
     toolkit  functionality,  DMR image processing  application sample code, DMR
     demonstration  application sample code, and Form ID, Registration and Image
     Filtering  functionality  that work in conjunction with the DMR technology,
     for use in the Education Market only (the "Patent License Agreement").  The
     Patent License  Agreement will be in a form reasonably  acceptable to Buyer
     and TMS to reflect the terms set forth in Exhibit A.

          (b)  Notwithstanding  the fact that the names "TMS" and "TMS  Sequoia"
     are  transferred to Buyer  hereunder,  neither Buyer nor Parent will, on or
     after the Closing Date,  state that TMS or any  Subsidiary of TMS is in any
     way involved as a partner,  joint  venturer or otherwise in the business of
     the Buyer or Parent or hold themselves out in such capacities.

     2.5  Conveyance of the  Purchased  Assets.  On the Closing Date,  TMS shall
convey good and marketable  title to the Purchased  Assets to the Buyer free and
clear of any Encumbrances, other than the Assumed Liabilities.

     2.6 Additional  Consideration  for Purchase of Assets. In consideration for
the  transfer,  sale and delivery to the Buyer of the Purchased  Assets,  and in
addition to the assumption of the Assumed  Liabilities  by the Buyer,  the Buyer
shall pay the sum of $2,000,000 (the "Purchase Price") plus or minus the Current
Net  Asset  Adjustment  pursuant  to  Section  2.8(b)  below (as  adjusted,  the
"Adjusted Purchase Price").

     2.7 Payment of Purchase  Price.  The Buyer shall pay the Adjusted  Purchase
Price as follows:

          (a) On the Closing Date at the Effective Time, the Buyer shall pay the
     amount of $1,600,000 (the "Cash Purchase  Price"),  as adjusted pursuant to
     Section  2.8(c),  by a wire transfer of immediately  available  funds to an
     account to be  designated  by TMS at least two  calendar  days prior to the
     Closing Date; and

          (b) On the Closing Date, the Buyer shall deliver a Promissory  Note in
     the form of Exhibit B in the face  amount of the  remaining  balance of the
     Adjusted Purchase Price (the "Note Purchase Price").

     2.8 Adjustment Amount.

          (a) "Closing Current Net Asset Value" shall be determined by a Closing
     Balance Sheet as of September 30, 2004 (the "Closing  Balance Sheet Date"),
     and shall be determined in accordance  with GAAP and prepared in accordance
     with  the  procedure  stated  in  Section  2.9(a).  For  purposes  of  this
     Agreement,  Current Net Asset Value means as of the Closing  Balance  Sheet
     Date (i) all cash and cash equivalents,  plus (ii) all accounts receivable,
     less the reserve for uncollectible  accounts,  plus (iii) accrued royalties
     in an amount  equal to  $62,500,  and less (iv) all  accounts  payable  and
     Employee  Expenses,  but only to the extent the  foregoing  deductions  are
     included in Assumed Liabilities.  "Employee Expenses" shall include accrued
     payroll,  accrued  commissions/bonuses,  accrued  vacation  and  employment
     taxes,  accrued  in the  ordinary  course of  business,  less the amount of
     accrued  vacation  calculated  for all technical  and business  development
     staff which will be assumed by the Buyer.

          (b) To the extent the Closing  Current Net Asset Value is greater than
     $1,400,000,  the Purchase  Price shall be increased on a  dollar-for-dollar
     basis for such  difference.  To the extent the  Closing  Current  Net Asset
     Value is less than  $1,400,000,  the  Purchase  Price shall be reduced on a
     dollar-for-dollar basis by such difference.  The amount of such increase or
     decrease, as the case may be, shall be the "Current Net Asset Adjustment."

          (c) If, as of the opening of business on the Closing Date,  the amount
     of cash and  cash  equivalents  of TMS is less  than  $1,200,000  ("Minimum
     Cash"), then the amount of the Cash Purchase Price (but not the face amount
     of the Promissory Note or the amount of the Adjusted  Purchase Price) shall
     be  reduced  on a  dollar-for-dollar  basis by such  difference,  provided,
     however, the amount of the cash reduction shall be added to the face amount
     of the Promissory Note.

          (d) The  Adjusted  Purchase  Price  shall be  increased  by any amount
     designated as work related to the Purchased Assets which has been delivered
     and accepted by the  applicable  customer,  but not yet invoiced by TMS, as
     reflected in the records of TMS as of the Closing  Balance  Sheet Date (the
     "Work In Process");  provided,  any  adjustment for Work in Process will be
     limited to no more than $30,000,  except with respect to the Boeing Company
     or its subsidiaries or affiliates (which will not exceed $273,000).

     2.9 Adjustment Procedure.

          (a) Within seven (7) days before the Closing  Date,  TMS shall deliver
     to Buyer a written  statement (the "Closing  Statement")  setting forth the
     Closing  Current Net Asset Value and the Work In Process,  if any,  and the
     Closing Balance Sheet. The Closing Balance Sheet and the Closing  Statement
     will be prepared in accordance with the following procedures and rules:

               (i) The Closing Balance Sheet and Closing Statement shall be in a
          format  substantially  the same as the format of the Balance Sheet and
          Interim  Balance  Sheet,   including  the  spreadsheets  and  formulas
          provided  to Buyer and Parent  electronically  prior to the  Effective
          Date.

               (ii) Except as necessary to reflect the adjustments  described in
          Section 2.8 above,  the Closing  Balance  Sheet and Closing  Statement
          shall (i) be prepared  from the books and records of TMS, (ii) present
          fairly the financial  condition of TMS as of the Effective Time, (iii)
          be prepared in accordance with GAAP  consistently  with the accounting
          principles  historically  used by TMS to prepare the audited financial
          statements of TMS (other than footnotes); and

          (b) If  within  three  (3)  days  following  delivery  of the  Closing
     Statement  Buyer has not given TMS written  notice of its objection to such
     statement (which notice shall state the basis of Buyer's  objection),  then
     the Closing  Current  Net Asset  Value set forth in the  Closing  Statement
     shall be binding and conclusive on the parties and be used in computing the
     Current Net Asset Adjustment.

          (c) If Buyer duly gives TMS such  notice of  objection  prior to three
     (3) days  following  delivery of the Closing  Balance Sheet and the Closing
     Statement,  and if TMS and Buyer fail (despite good faith  negotiations  by
     each of the Buyer and TMS) to resolve the issues  outstanding  with respect
     to the Closing  Statement  within two (2) days of TMS's  receipt of Buyer's
     objection  notice,  TMS and Buyer  shall  submit  the issues  remaining  in
     dispute  to Grant  Thornton  (or such  other  independent  accounting  firm
     mutually  agreed to by the  parties if Grant  Thornton  will not accept the
     assignment) (the "Independent  Accountants")  for resolution  applying GAAP
     pursuant  to  Section  2.9(a)  above.   If  issues  are  submitted  to  the
     Independent Accountants for resolution, (i) TMS and Buyer shall immediately
     furnish or cause to be furnished to the Independent  Accountants  such work
     papers and other documents and information  relating to the disputed issues
     as the Independent  Accountants may request and are available to that party
     or its agents;  (ii) the determination by the Independent  Accountants,  as
     set forth in a notice to be  delivered to both TMS and Buyer within two (2)
     days  of  the  submission  to the  Independent  Accountants  of the  issues
     remaining in dispute, shall be final, binding and conclusive on the parties
     and  shall be used in the  calculation  of the  Closing  Current  Net Asset
     Value; and (iii) the party against whom the Independent Accountants renders
     its  decision  shall  bear  all of the fees  and  costs of the  Independent
     Accountants for such determination.

     2.10  Operation of Business  after Closing  Balance Sheet Date. The parties
intend that TMS shall  operate for its own  account the  Business  from the date
Effective Date until the Closing  Balance Sheet Date.  After the Closing Balance
Sheet Date, the Buyer shall, through its appointed representative, be present on
the  premises  of TMS in  Stillwater,  Oklahoma,  monitor the  operation  of the
Business, as related to the Purchased Assets, which will continue to be operated
by TMS,  as provided  in Section  6.12(b).  TMS shall  consult  with Buyer,  and
receive its consent  where  required by 6.12(b)  prior to  incurring  any new or
extraordinary  expenses  or  entering  agreements  of any kind other than in the
ordinary course of business.

     2.11  Prorations.   Except  as  otherwise  specifically  provided  in  this
Agreement,  items of  expense  directly  attributable  to the  operation  of the
business  associated  with the  Purchased  Assets  shall be  prorated  as of the
opening of business  on October 1, 2004,  whether or not such  adjustment  would
normally be made as of such time, including,  without limitation, (i) telephone,
electric,  gas,  water  and  other  utility  services  (to the  extent it is not
possible to transfer  such  services into the name of the Buyer as of October 1,
2004), (ii) personal  property,  ad valorem or similar taxes associated with any
of the Purchased Assets,  (iii) payments due on the Assumed Contracts  specified
in Schedule  2.2 of this  Agreement,  and (iv) similar  expenses  related to the
Purchased  Assets  transferred  hereunder.   Notwithstanding   anything  to  the
contrary, no obligations or Liability hereunder shall accrue to the Buyer or the
Parent if the Closing does not occur from no fault of Buyer or Parent.

     3. CLOSING AND POST CLOSING MATTERS

     3.1 Time and Place of the  Closing.  The closing of the Asset  Purchase and
the consummation of the other  transactions  contemplated by this Agreement (the
"Closing")  shall take place on October  15, 2004 or such other date as shall be
mutually  agreed  by TMS  and  the  Buyer,  as soon  as  practicable  after  all
conditions to the Closing shall have been satisfied or waived,  which date shall
be referred to as the  "Closing  Date." The Closing  will occur at TMS'  offices
unless  otherwise  agreed and will be effective as of 9:00 a.m. Central Standard
Time (the "Effective Time").

     3.2 Procedure at Closing.  Subject to the provisions and conditions in this
Agreement,  on the Closing Date,  the parties agree to take the following  steps
listed below (provided, however, that upon their completion all such steps shall
be deemed to have occurred simultaneously):

          (a) The Buyer shall deliver to TMS the items specified in Section 7.

          (b) TMS shall deliver to the Buyer the items specified in Section 8.

          (c) The Buyer  shall  pay or shall  have  paid the  Adjusted  Purchase
     Price, as provided in Section 2.7.

     3.3 Accounts Receivable; Promissory Note Adjustment

          (a) On the Note Payment Date, the Buyer shall pay the amount due under
     the  Promissory  Note (as  adjusted  pursuant to this  section),  by a wire
     transfer of immediately  available  funds to the account  designated by TMS
     pursuant to Section 2.7(b).

          (b) The original face amount of the Promissory Note shall be decreased
     by any accounts  receivable (less the reserve for  uncollectible  accounts)
     which (i) were included in the  determination  of Closing Current Net Asset
     Value  and (ii) are  uncollected  as of the Note  Payment  Date;  provided,
     however,  that in no event shall the face amount of the Promissory  Note or
     the  Adjusted  Purchase  Price  be  reduced  for  any  uncollected  account
     receivable  attributable to (x) The Boeing Company/NATO  Project so long as
     The Boeing  Company or its  subsidiaries  or affiliates  have accepted such
     project  by  March  31,  2005  or  (y)  Perceptive  Vision,  Inc.,  or  its
     subsidiaries or affiliates.

          (c) The original face amount of the Promissory Note shall be increased
     by all amounts which were included as reserves for  uncollectible  accounts
     in  determining  the  Closing  Current  Net Asset Value and which have been
     collected as of the Note Payment Date.

          (d) The original face amount of the Promissory Note shall be decreased
     by any Work In Process  that has not been  collected as of the Note Payment
     Date; provided, however, that in no event shall the face amount of the Note
     or the  Adjusted  Purchase  Price  be  reduced  for  any  Work  In  Process
     attributable  to The  Boeing  Company/NATO  Project  so long as The  Boeing
     Company or its  subsidiaries  or  affiliates  have accepted such project by
     March 31, 2005, even if such amounts are  uncollected  and/or have not been
     converted to accounts receivable as of the Note Payment Date.

          (e) Within  five (5) days prior to the Note  Payment  Date,  the Buyer
     shall deliver to TMS the "Initial Note Adjustment  Notice," which shall set
     forth the amount by which the face  amount of the  Promissory  Note will be
     increased or decreased, as applicable, as provided in this Section 3.3.

          (f) If within two (2) days  following  delivery  of the  Initial  Note
     Adjustment  Notice TMS has not given Buyer written  notice of its objection
     to such statement (which notice shall state the basis of TMS's  objection),
     then the Initial Note Adjustment Notice shall be binding and conclusive and
     shall be considered the Final Note Adjustment Notice.

          (g) If TMS duly gives the Buyer such notice of objection  prior to two
     (2) days following  delivery of the Initial Note Adjustment  Notice, and if
     TMS and the Buyer  fail  (despite  good faith  negotiations  by each of the
     Buyer and TMS) to  resolve  the  issues  outstanding  with  respect  to the
     adjustment to the face amount of the Promissory Note within two (2) days of
     the  Buyer's  receipt of TMS's  objection  notice,  TMS and the Buyer shall
     submit the issues  remaining in dispute to the Independent  Accountants for
     resolution  applying  GAAP.  If issues  are  submitted  to the  Independent
     Accountants for resolution, (i) TMS and the Buyer shall immediately furnish
     or cause to be furnished to the  Independent  Accountants  such work papers
     and other documents and information  relating to the disputed issues as the
     Independent  Accountants may request and are available to that party or its
     agents; (ii) the determination by the Independent Accountants, as set forth
     in a notice to be delivered to both TMS and the Buyer within one (1) day of
     the submission to the  Independent  Accountants of the issues  remaining in
     dispute, shall be final, binding and conclusive on the parties and shall be
     considered the Final Note  Adjustment  Notice;  and (iii) the party against
     whom the Independent  Accountants decides shall bear all the fees and costs
     of the Independent Accountants for such determination.

     4. REPRESENTATIONS AND WARRANTIES OF TMS

     To induce  the Buyer to enter into this  Agreement  and to  consummate  the
transactions  contemplated by this Agreement, TMS represents and warrants to the
Buyer,  except  as  disclosed  in the  Disclosure  Schedules  (TMS may amend and
supplement  the  Disclosure  Schedules  for  all  matters  occurring  after  the
Effective  Time and before the  Closing  Balance  Sheet Date and the  Disclosure
Schedules will be deemed amended to include all items or matters occurring after
the Closing  Balance Sheet Date,  provided TMS is not in breach of Sections 2.10
and 6.12(b)) delivered in connection herewith:

     4.1 Due Organization.  TMS is a corporation duly organized, existing and in
good standing under the laws of the State of Oklahoma.

     4.2 Power and Authority.  TMS has all requisite power and authority to own,
lease and operate its  properties and to conduct its business as it is presently
being conducted.  TMS is duly qualified or licensed as a foreign  corporation in
good standing under the laws of each  jurisdiction in which either the ownership
or use of the  properties  owned or used by it, or the nature of the  activities
conducted by it requires such  qualification,  except where the failure to be so
qualified or licensed would not have a Material Adverse Effect on TMS.  Schedule
4.2 lists each  jurisdiction in which TMS is qualified or authorized to transact
business.

     4.3 Authority for  Agreement.  The execution,  delivery and  performance of
this Agreement and the consummation of the transactions contemplated hereby have
been authorized by all requisite  corporate action on the part of TMS other than
the required approval of TMS's shareholders (the "Shareholder  Approval).  After
TMS  obtains  the  Shareholder  Approval,  it will  have full  corporate  power,
authority and legal right to enter into this  Agreement  and to  consummate  the
transactions  contemplated hereby. Upon receiving the Shareholder Approval, this
Agreement  will have been duly executed and  delivered by TMS and,  assuming the
due authorization,  execution and delivery by the Buyer of this Agreement,  this
Agreement  shall be a legal,  valid and binding  obligation  of TMS  enforceable
against  TMS in  accordance  with its  terms,  except as  enforceability  may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other similar laws affecting the enforcement of creditors' rights in general. In
approving and  authorizing  the execution and delivery of this Agreement and the
consummation of the transactions contemplated thereby, the Board of Directors of
TMS  determined  that  the  Purchase  Price  to be paid by  Buyer to TMS is fair
consideration for the sale of the Purchased Assets and the Business,  subject to
the Board of Directors rights described in Sections 6.8 and 10.1(d).

     4.4 No Violation  to Result.  Assuming  the  Shareholder  Approval has been
obtained,  the  execution,  delivery and  performance  of this Agreement and the
consummation of the transactions  contemplated hereby and the fulfillment of the
terms  hereof  will not (i)  violate  any  law,  regulation,  rule,  injunction,
judgment,   order,  decree,   ruling,   charge,  or  other  restriction  of  any
governmental  authority,  or court to which TMS is subject or any  provision  of
TMS's certificate of incorporation or bylaws, or (ii) except as described in the
Disclosure Schedules, conflict with, result in a breach of, constitute a default
under,  result  in the  acceleration  of,  create  in any  party  the  right  to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
TMS is a party by which it is bound,  related to the Business or to which any of
the  Purchased  Assets are  subject,  or (iii) result in the  imposition  of any
security  interest  upon any of the  Purchased  Assets.  No filings with, or any
permit,  authorization,  consent, or approval from any governmental authority or
any other Person are necessary in order for TMS to consummate  the  transactions
contemplated  by this Agreement,  except the Shareholder  Approval and preparing
and  filing  the  necessary  proxy  matters  with the  Securities  and  Exchange
Commission.

     4.5 Title to Purchased  Assets.  TMS has good and  marketable  title to all
assets comprising the Purchased Assets and will transfer to Buyer good and valid
title to the Purchased Assets free and clear of all  Encumbrances,  subject only
to the Assumed Liabilities.  The Purchased Assets are sufficient in all respects
and include  all  material  assets  needed to operate  Business as  historically
operated  by TMS,  and are  individually  and  collectively  free from  material
damages by fire,  accident or casualty,  and free from material defects.  In the
event  title  to one or more  assets  used in the  conduct  of the  Business  is
actually held by an affiliate of TMS, TMS will cause such  affiliate to transfer
the asset in question to Buyer at closing.

     4.6 Brokers.  No Person has or will have,  as a result of the  transactions
contemplated by this Agreement, any right, interest or claim against or upon the
Buyer  for any  commission,  fee or other  compensation  payable  as a finder or
broker because of any act or omission by TMS.

     4.7 Financial Statements. TMS has filed all registration statements, forms,
reports and other documents  required to be filed by TMS with the Securities and
Exchange  Commission  ("SEC") and has made available to Purchaser  copies of all
registration  statements,  forms,  reports and other documents filed by TMS with
the SEC since August 31, 2003. All such registration statements,  forms, reports
and other  documents  (including  those that TMS may file after the date  hereof
until the Closing) are referred to herein as the "TMS SEC  Reports." The TMS SEC
Reports,  at the time  filed,  were or will be  prepared  in  compliance  in all
material respects with the applicable requirements of the Securities Act and the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  as the case
may be, and the rules and  regulations of the SEC thereunder  applicable to such
TMS SEC Reports. TMS has delivered, or will deliver when prepared, to the Buyer:
(a) an audited  balance sheet of TMS as of August 31, 2003  (including the notes
thereto, the "Balance Sheet"), and the related audited statements of operations,
shareholders' equity and cash flows for the fiscal year then ended, including in
each  case  the  notes  thereto,  together  with  the  report  thereon  of KPMG,
independent certified public accountants;  (c) an unaudited balance sheet of TMS
as of May 31, 2004,  (the  "Interim  Balance  Sheet") and the related  unaudited
statements of operations,  shareholders'  equity and cash flows for the nine (9)
months  then  ended,  including  in each  case  the  notes  thereto;  and (d) an
unaudited  year end Balance  Sheet as of August 31,  2004 and a Closing  Balance
Sheet  as of  September  30,  2004,  and the  related  unaudited  statements  of
operations,  shareholders' equity and cash flows for each applicable period then
ended,  including notes thereto.  Such financial  statements fairly present,  or
will fairly  present,  the financial  condition  and the results of  operations,
shareholders' equity and cash flows of TMS as at the respective dates of and for
the periods  referred to in such financial  statements,  all in accordance  with
GAAP.  Additionally,  TMS has provided the Buyer with  unaudited  statements  of
operations, shareholders' equity and cash flows, updated monthly and prepared in
accordance  with GAAP except that such  statements  have not  included any notes
which may be  required by GAAP.  The  financial  statements  referred to in this
Section  4.7  reflect  and  will  reflect  the  consistent  application  of such
accounting  principles  throughout the periods involved,  except as disclosed in
the notes to such financial  statements,  subject to normal year-end adjustments
in the case of the  unaudited  financial  statements  which  were not or are not
expected to be material in amount.

     Since the respective dates of the most recent of such financial  statements
and related  information  documents  provided by TMS to Buyer, until the Closing
Balance Sheet Date,  the operation of the Business by TMS has been  conducted in
the ordinary  course and  consistent  with past practices and there has not been
any Material  Adverse Effect in the financial  condition,  assets,  liabilities,
revenues, expenses or operations of the Business.

     4.8  Pending  Litigation.  There  are  no  claims,  charges,  arbitrations,
grievances,  actions,  suits,  proceedings,  or investigations pending or to the
knowledge of TMS threatened against, or affecting Business, any of the Purchased
Assets,  or TMS'  right to sell the  Purchased  Assets at law or in  equity,  or
before or by any federal, state,  municipal,  or other governmental  department,
commission,  board,  bureau,  agency, or  instrumentality,  domestic or foreign,
which involves the likelihood of any adverse  judgment or liability,  whether or
not fully  covered by  insurance,  nor is there any basis  known to TMS for such
claims. The Business is not in default concerning any order, writ, injunction or
decree of any federal, state, municipal court, or other governmental department,
commission,  board,  bureau,  agency, or  instrumentality,  domestic or foreign,
affecting the Purchased Assets or the Business.

     4.9  Contracts.  Schedule  4.9 of the  Disclosure  Schedule  correctly  and
completely lists and describes all Designated Contracts (as herein defined). The
Buyer has been given access to complete and  accurate  copies of all  Designated
Contracts  (including any amendments or  supplements  thereto).  For purposes of
this Agreement,  "Designated Contracts" shall mean, to the extent related to the
Business:  executory  purchase orders and purchase contracts and executory sales
orders and sales contracts  accounting for $15,000 or more,  annually in any one
transaction or series of  transactions;  contracts for capital  expenditures  in
excess of  $3,000;  agreements  or  arrangements  regarding  confidentiality  or
non-competition;  loan agreements;  notes;  security agreements;  employment and
employment-related  agreements;  collective  bargaining  agreements;  leases and
subleases of real estate;  leases and subleases of personal  property  listed in
Schedules  4.15(b)  and  4.16;  material  license  agreements;   and  all  other
agreements  which are not terminable by TMS without premium,  penalty,  or other
obligation upon not more than thirty (30) days notice.  There are no defaults by
TMS under,  or to TMS'  knowledge,  by any other party to, any of such leases or
contracts  and with the  giving of notice or the  passage  of time or both there
would be no such defaults under any of such leases or contracts. Such leases and
contracts are in full force and effect and constitute legal,  valid, and binding
agreements of TMS,  enforceable against TMS, in accordance with their respective
terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium,
fraudulent  conveyance,  and similar laws affecting  creditors' rights generally
from time to time and to general  principles  of equity.  There is no Designated
Contract  that  contains  any  contractual  requirement  with  which  there is a
reasonable  likelihood  that TMS or any other  party  thereto  will be unable to
comply. None of the Designated Contracts is for materials,  supplies, equipment,
or services in excess of normal  requirements of TMS or as needed for reasonably
anticipated business.  TMS has not granted any power of attorney with respect to
the Business, or the Purchased Assets that remains outstanding.

     4.10 No Material Adverse Effect. Since the date of the Balance Sheet, until
the Closing Balance Sheet Date,  there has not been any Material  Adverse Effect
with respect to TMS or the Business,  and no event has occurred or  circumstance
exists that may  reasonably  be  expected  to result in such a Material  Adverse
Effect.

     4.11  Compliance with Existing Laws. To the knowledge of TMS, TMS possesses
all material  licenses,  certificates,  permits,  and authorizations of any kind
required to conduct the Business as  historically  operated by TMS and TMS is in
material  compliance  with all  applicable  federal,  state and foreign laws and
regulations.

     4.12 Accounts Receivable.  The accounts receivable reflected on the Balance
Sheet or on the accounting  records of TMS as of the Closing  Balance Sheet Date
represent or will represent valid  obligations  arising from sales actually made
or services actually performed by TMS in the ordinary course of business. Except
to the extent  paid prior to the  Closing  Balance  Sheet  Date,  such  accounts
receivable  are or will be as of the  Closing  Balance  Sheet Date  current  and
collectible net of the respective reserves shown on the Closing Balance Sheet or
on the  accounting  records of TMS as of the Closing  Balance  Sheet Date (which
reserves are adequate and calculated  consistent  with past practice and, in the
case of the reserve on the accounting  records of TMS as of the Closing  Balance
Sheet Date,  will not represent a Material  Adverse Change in the composition of
such accounts receivable in terms of aging).

     4.13 Employees.  The Disclosure  Schedules  contain a complete and accurate
list of the following information for each employee, consultants and independent
contractors  of TMS,  including  each such  person on leave of absence or layoff
status:  name; job title;  date of hiring;  date of  commencement of employment;
current  compensation  paid or payable;  sick and vacation leave that is accrued
but unused;  and service  credited  for purposes of vesting and  eligibility  to
participate  under any of the Plans.  Neither TMS, with respect to the Business,
nor any of its  officers,  directors,  or employees has been charged or, to TMS'
knowledge, threatened with the charge of any unfair labor practice, with respect
to the Business. With respect to the Business,  there are no pending or, to TMS'
knowledge,  threatened claims,  investigations,  charges,  citations,  hearings,
consent  decrees,  or  litigation  concerning:  wages,  compensation,   bonuses,
commissions,  awards,  or payroll  deductions;  equal employment or human rights
violations regarding race, color, religion, sex, national origin, age, handicap,
veteran's  status,  marital status,  disability,  or any other recognized class,
status,  or attribute under any federal,  state, or foreign equal employment law
prohibiting discrimination;  representation petitions or unfair labor practices;
grievances or arbitrations  pursuant to current or expired collective bargaining
agreements;  occupational  safety and health;  workers'  compensation;  wrongful
termination,   negligent   hiring,   invasion  of  privacy  or  defamation;   or
immigration.  Except as described on Schedule 4.13, all officers, employees, and
agents of TMS engaged in the Business are employees  at-will and for  indefinite
terms and there is no  outstanding  agreement  or  arrangement  with  respect to
severance payments.

     4.14 Employee  Benefit Plans. The Disclosure  Schedules  contain a complete
list of (i) "employee welfare benefit plans" (as that term is defined in Section
3(1) of ERISA) in which  employees of TMS  participate;  (ii) "employee  pension
benefit  plans" (as that term is defined in Section 3(2) of ERISA).  None of the
employee   pension  benefit  plans  have  incurred  any   "accumulated   funding
deficiency" (as defined in Section 412(a) of the Code). TMS has not incurred any
liability to the Pension Benefit Guaranty  Corporation under Sections 4062, 4063
or 4064 of ERISA which has not been paid with respect to any of the Plans or any
withdrawal liability under Title IV of ERISA with respect to any of the employee
pension benefit plans. No other pension,  profit sharing,  retirement,  deferred
compensation,   stock  purchase,  stock  option,  incentive,   bonus,  vacation,
severance,  disability,  hospitalization,   medical,  life  insurance  or  other
employee  benefit plan,  program,  policy,  or  arrangement,  whether written or
unwritten,  formal  or  informal,  which TMS  maintain  or to which TMS have any
outstanding, present or future obligations to contribute or make payments under,
whether  voluntary,  contingent  or  otherwise  exists,  except as  disclosed on
Schedule 4.14.

     The plans,  programs,  policies, or arrangements  described in subparagraph
(i) or (ii)  above are  hereinafter  collectively  referred  to as the  "Company
Plans." TMS has delivered to Buyer true and complete  copies of all written plan
documents and contracts evidencing the Company Plans and other benefit plans, as
they may have been  amended  to the date  hereof,  together  with all  documents
relating to any tax- qualified retirement plan maintained by TMS which documents
are  required  to have been filed  prior to the date  hereof  with  governmental
authorities for each of the three most recently completed plan years.

     4.15 Personal Property.

          (a)  Schedule  4.15(a)  contains a true and  correct  list and a brief
     description of all Equipment  (excluding  items of Equipment  having a book
     value of less than  $1,000)  owned by TMS.  The  Equipment  is adequate and
     usable for the continued operation of the Business as the same is presently
     conducted.  Schedule  4.15(a)  contains a true and correct list and a brief
     description of all Furniture and Fixtures (excluding items of Furniture and
     Fixtures  having a book value of less than $1,500) owned by TMS and related
     to the  Business.  The  Equipment,  Furniture  and Fixtures is sold "AS IS"
     without recourse or any warranty, express or implied, of any kind except as
     to title as provided in Section 4.5 and as provided in this 4.15(a).

          (b)  Schedule  4.15(b)  contains  a true and  correct  list and  brief
     description  of all  Equipment,  Fixtures,  Furniture,  or  other  items of
     personal  property leased by TMS. True,  correct and complete copies of all
     documents  evidencing the leases described in Schedule 4.15(b) are attached
     thereto or have been provided to Buyer.

     4.16 Leased Real Property. Schedule 4.9 contains a true and correct list of
each office or real property  lease to which TMS is a party and any  amendments,
extensions,  and renewals thereof (the "Real Property Leases"). To the knowledge
of TMS,  each Real  Property  Lease is in full  force and effect and there is no
existing  default or event of  default,  real or  claimed,  or event  which with
notice or lapse of time or both would constitutes  default  thereunder.  TMS has
not been advised of any pending or  threatened  claims which contest its ability
to occupy and use for its intended  purposes  the  property  covered by the Real
Estate Leases.

     4.17 OSHA. To the knowledge of TMS, TMS is in material  compliance with all
applicable laws relating to employee health and safety; and TMS has not received
any notice that past or present  conditions of the Purchased  Assets violate any
applicable  legal  requirements or otherwise can be made the basis of any claim,
proceeding,  or investigation,  based on OSHA violations or otherwise related to
employee health and safety.

     4.18 Taxes.

          (a) To the  knowledge  of TMS,  TMS has  timely  filed,  and as of the
     Closing  Balance Sheet Date will have timely filed,  all federal income tax
     returns,  and all state,  county  and local  income,  franchise,  property,
     sales,  use, and other tax returns relating to the Business  required to be
     filed on or prior to the Closing  Balance  Sheet Date,  taking into account
     any extensions of the filing  deadlines  which have been validly granted to
     TMS,  and such  returns  are and will be true and  correct in all  material
     respects.  TMS has paid,  or by the  Closing  Balance  Sheet Date will have
     paid, all federal,  state,  county and local income,  franchise,  property,
     sales,  use and all other taxes and  assessments  (including  penalties and
     interest  in  respect  thereof,  if any) that  have  become or are due with
     respect to the Business or the Purchased  Assets regarding any period ended
     on or prior to the Closing Balance Sheet Date whether shown on such returns
     or not.

          (b) To the knowledge of TMS, there are no pending property, sales, use
     or  other  tax  dispute  relating  to or  arising  out of the  Business  or
     affecting the Purchased Assets.

     4.19  Insurance.  The  Purchased  Assets and TMS are insured  under various
policies  of  general  liability  and  other  forms of  insurance,  set forth in
Schedule  4.19.  To the knowledge of TMS, TMS has not been refused any insurance
with  respect  to the  Business,  nor  has its  coverage  been  limited,  by any
insurance  carrier to which it has  applied for  insurance  or with which it has
carried insurance during the past five (5) years. To the knowledge of TMS, there
are no outstanding  requirements  or  recommendations  by any current insurer or
underwriter  with respect to the business of TMS or the  Purchased  Assets which
require or recommend  changes in the conduct of TMS's  business,  or require any
repairs or other work to be done with respect to any of the Purchased  Assets or
operations of TMS.

     4.20 Adequacy of Purchased  Assets.  Purchased  Assets include all material
rights,  properties,  interests in properties, and assets used by TMS to conduct
the Business as presently conducted by TMS.

     4.21 Credit  Cards.  Schedule  4.21 lists the name of each person who has a
credit card which is billed to TMS.  Except as described in Schedule  4.21,  TMS
has no credit card account.

     4.22 Intangible Property.

          (a) TMS has the right and  authority  to use,  and to  continue to use
     after the date of this Agreement the Intellectual  Property included in the
     Purchased Assets (the "Intangible Property") in connection with the conduct
     of the Business in the manner presently conducted,  and to the knowledge of
     TMS,  such use or  continuing  use does  not and  will not  conflict  with,
     infringe  upon or violate any rights of any other  person,  corporation  or
     entity.

          (b) TMS has not received  notice of, and to the best  knowledge of TMS
     there is not any basis for, a pleading or threatened  claim,  interference,
     action or other judicial or adversarial  proceeding against TMS that any of
     the operations,  activities,  products,  services or publications of TMS or
     any  of  its  suppliers,   customers  or  subcontractors   involves  unfair
     competition  with  respect to any  intangible  property  right of any third
     person or entity,  or  infringes or will  infringe  any patent,  trademark,
     trade name,  copyright,  trade  secret or other  property  right of a third
     party,  or that it is  illegally  or  otherwise  using the  trade  secrets,
     formulae or property rights of others,  or that any trademark,  trade name,
     service  mark or logo in use or  proposed  for use by TMS is  likely  to be
     confused  with a  trademark,  trade name,  service  mark or logo of a third
     party.

          (c) There are no  outstanding,  nor to the best  knowledge  of TMS are
     there any  threatened,  disputes  or other  disagreements  with  respect to
     ownership of the Intangible  Property or with respect to  infringement by a
     third party of any of the Intangible Property.

          (d) The Intangible  Property owned or licensed by TMS is sufficient to
     conduct TMS' business as presently conducted.

          (e) TMS has at all  times  used  commercially  reasonable  efforts  to
     protect its Intellectual  Property,  including  without  limitation,  trade
     secrets and has not disclosed or otherwise  dealt with such items in such a
     manner as to cause the loss of such trade  secrets by release  thereof into
     the  public  domain.  TMS has at all  times  used  commercially  reasonable
     efforts to protect the confidentiality of all of its other confidential and
     proprietary  information  and that of third parties which is or has been in
     its possession.

          (f) Each  person  currently  or formerly  employed  by TMS  (including
     independent  contractors,  if any) that has or had  access to  confidential
     information  of TMS  has  executed  a  confidentiality  and  non-disclosure
     agreement  which are, to the  knowledge of TMS,  enforceable  in accordance
     with their terms.

          (g) No officer, manager,  director,  shareholder,  Member, employee or
     representative  of TMS, nor any spouse,  child or other relative thereof or
     person or entity related thereto, owns directly or indirectly,  in whole or
     in part, any of the Intangible Property.

          (h) To TMS's knowledge, no employee of TMS is in violation of any term
     of any  employment  contract  or  confidentiality  agreement  or any  other
     contract or agreement  relating to the relationship of any such person with
     TMS.

          (i) Except for product returns and technical  support  provided in the
     ordinary course of TMS' business,  no material  warranty claim with respect
     to the Business has been communicated to or overtly  threatened against TMS
     nor, to the best of TMS' knowledge, is there any specific situation, set of
     facts or occurrence that provides a basis for any such claim.

     4.23 Proprietary Information of Third Parties.. To the knowledge of TMS, no
employee  or  consultant  of  TMS is  obligated  under  any  contract  or  other
agreement,  or  subject  to any  judgment,  decree,  or  order  of any  court or
administrative  agency, that would conflict with the obligation of such employee
to use best efforts to promote the interests of TMS. To the knowledge of TMS, no
third  party has  claimed or has reason to claim that any person  employed by or
affiliated  with TMS has (a)  violated or may be  violating  any of the terms or
conditions  of any  employment,  non-competition,  or  non-disclosure  agreement
between such employee and such third party,  (b) disclosed or may be disclosing,
or utilized or may be utilizing,  any trade secret or proprietary information or
documentation  of such third party,  except as set forth in Schedule 4.23 of the
Disclosure  Schedule,  or (c) interfered or may be interfering in the employment
relationship  between  such  third  party  and any of TMS's  present  or  former
employees.  To the  knowledge of TMS, no third party has  requested  information
from  TMS  which  suggests  that  such a claim  might  be  contemplated.  To the
knowledge of TMS, no person  employed by or affiliated  with TMS has employed or
proposes  to  employ  any  trade  secret  or any  information  or  documentation
proprietary  to any former  employer or violated any  confidential  relationship
which such  person may have had with any third  party,  in  connection  with the
development,  manufacture,  or sale of any product or proposed  product,  or the
development  or sale of any service or proposed  service of TMS,  and TMS has no
reason to believe there will be any such employment or violation.

     4.24  Solvency.  As of the  Effective  Time the value of the  assets of TMS
exceed its Liabilities  and TMS has sufficient  funds and cash flow to enable it
to satisfy its  Liabilities  as they come due.  TMS does not intend to engage in
any  business  or  transaction  for which its assets are  unreasonably  small in
relation thereto.

     5. REPRESENTATIONS AND WARRANTIES OF THE BUYER AND THE PARENT

     To  induce  TMS  to  enter  into  this  Agreement  and  to  consummate  the
transactions  contemplated by this Agreement,  the Buyer and the Parent, jointly
and severally,  represent and warrant to TMS, as of the date hereof as set forth
below:

     5.1 Organization.  The Buyer is a corporation duly organized,  existing and
in good  standing  under  the laws of the  State of  Oklahoma.  The  Parent is a
corporation duly organized,  existing and in good standing under the laws of the
State of Florida.  All of the outstanding stock of the Buyer is owned, of record
and beneficially, by the Parent.

     5.2 Power and Authority.  The Buyer has all requisite  corporate  power and
authority to own,  lease and operate its  properties and to conduct its business
as it is presently being conducted. The Buyer is duly qualified or licensed as a
foreign corporation in good standing in each jurisdiction in which the character
of its  properties  or the  nature  of its  business  activities  requires  such
qualification, except where the failure to be so qualified or licensed would not
have a  Material  Adverse  Effect on the Buyer.  The  Parent  has all  requisite
corporate  power and authority to own,  lease and operate its  properties and to
conduct its  business as it is  presently  being  conducted.  The Parent is duly
qualified  or  licensed  as a  foreign  corporation  in  good  standing  in each
jurisdiction  in which the  character  of its  properties  or the  nature of its
business activities requires such qualification,  except where the failure to be
so qualified or licensed would not have a Material Adverse Effect on the Parent.

     5.3 Authority for  Agreement.  The execution,  delivery and  performance of
this Agreement and the consummation of the transactions contemplated hereby have
been  authorized  by all requisite  corporate  action on the part of each of the
Buyer and the Parent. Each of the Buyer and the Parent has full corporate power,
authority and legal right to enter into this  Agreement  and to  consummate  the
transactions  contemplated  hereby.  This  Agreement  has been duly executed and
delivered  by the Parent and,  assuming  the due  authorization,  execution  and
delivery by TMS of this Agreement,  is a legal,  valid and binding obligation of
the Parent enforceable  against the Parent in accordance with its terms,  except
as  enforceability  may  be  limited  by  applicable   bankruptcy,   insolvency,
reorganization,  moratorium or other similar laws  affecting the  enforcement of
creditors'  rights  in  general.  This  Agreement  has been  duly  executed  and
delivered  by the Buyer  and,  assuming  the due  authorization,  execution  and
delivery by TMS of this Agreement,  this Agreement is a legal, valid and binding
obligation of the Buyer  enforceable  against the Buyer in  accordance  with its
terms,  except  as  enforceability  may be  limited  by  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  or other  similar laws  affecting  the
enforcement of creditors' rights in general.

     5.4 No Violation to Result. The execution, delivery and performance of this
Agreement and the consummation of the transactions  contemplated  hereby and the
fulfillment of the terms hereof will not (i) violate any law, regulation,  rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of any
governmental  authority, or court to which the Buyer or the Parent is subject or
any  provision  of Buyer's  certificate  of  incorporation  or  bylaws,  or (ii)
conflict with, result in a breach of, constitute a default under,  result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement,  contract, lease, license,
instrument,  or other arrangement to which the Buyer or the Parent is a party or
by which it is bound. No filings with, or any permit, authorization, consent, or
approval  from any  governmental  authority or any other Person are necessary in
order for the Buyer or the Parent to consummate the transactions contemplated by
this Agreement.

     5.5 Brokers.  No Person has or will have,  as a result of the  transactions
contemplated by this Agreement, any right, interest or claim against or upon TMS
for any  commission,  fee or other  compensation  payable  as a finder or broker
because of any act or omission by the Buyer or the Parent.

     5.6 Financial  Ability;  No Material  Adverse Effect.  The Buyer has or has
available,  either by itself or with the assistance or  contribution  of Parent,
the financial ability to perform all its obligations,  covenants, and agreements
under this Agreement and the related documents.

     5.7  Diligence.  Each  of the  Buyer  and  Parent  represents  that it is a
sophisticated  entity  knowledgeable  about TMS'  products and industry that was
advised by knowledgeable  counsel and financial advisors and hereby acknowledges
that it has been conducting and will complete its investigation  with respect to
the Purchased Assets prior to the Closing Date. Each of Buyer and Parent further
represents  that  it has (a) had the  opportunity  to meet  with  representative
officers  and other  representatives  of TMS to discuss  its  business,  assets,
liabilities,  financial condition,  cash flow, and operations,  (b) received all
materials,  documents and other information that it deems necessary or advisable
to  evaluate  the  Asset  Purchase,  (c) made its own  independent  examination,
investigation,  analysis and evaluation of the Purchased  Assets,  including its
own estimate of the value of the Purchased  Assets,  and (d) undertaken such due
diligence (including a review of TMS's assets, properties,  liabilities,  books,
records,  and contracts) as it deems  adequate;  provided,  Buyer and Parent may
continue  the  foregoing  diligence  prior to Closing.  Each of Buyer and Parent
acknowledges that TMS makes no warranty, express or implied, as to the condition
of the Purchased Assets except as expressly set forth in this Agreement. Neither
Buyer nor Parent has  relied  upon,  and TMS shall not be liable for or bound in
any manner by, any express or implied verbal or written information, warranties,
guarantees,  promises,  statements,  inducements,  representations  or  opinions
pertaining to the Purchased Assets, except as may be contained in this Agreement
or certificates and other instruments and documents delivered hereunder.

     6. COVENANTS

     6.1  Confidentiality.  The Buyer and the Parent  recognize and  acknowledge
that they have in the past, currently have, and in the future may possibly have,
access to certain  confidential  information  of TMS,  including but not limited
lists of customers,  operational policies, and contracts,  that are valuable and
unique  assets of TMS.  The Buyer and the Parent  each  agrees  that it will not
disclose  confidential  information  with  respect  to TMS to any Person for any
purpose  or reason  whatsoever.  TMS agrees  and  acknowledges  that it will not
disclose  confidential  information  with  respect  to Buyer and  Parent for any
purpose whatsoever, except as required or permitted by this Agreement. The Buyer
and the Parent and TMS agree and acknowledge that this provision shall in no way
modify,  amend,  alter or supersede the  Confidentiality  Agreement  between the
Parent and TMS dated  September 22, 2003 (the  "Confidentiality  Agreement") and
that the  Confidentiality  Agreement is separate from this Agreement.  The Buyer
hereby agrees to be bound by the  Confidentiality  Agreement as if it had been a
party to and executed the same.

     6.2 Regulatory and Other Approvals.

          (a)  Subject to the terms and  conditions  of this  Agreement  and, as
     applicable,  the Confidentiality  Agreement, each of TMS, the Buyer and the
     Parent  will  proceed  diligently  and in good  faith  to, as  promptly  as
     practicable, obtain all consents, approvals or actions of, make all filings
     with and give all notices to governmental or regulatory  authorities or any
     other  public or private  third  parties  required of TMS, the Buyer or the
     Parent to  consummate  the  Agreement  and the other  matters  contemplated
     hereby.

          (b) As promptly as  practicable  after the  Effective  Date,  TMS will
     prepare  and file  with the SEC a proxy  statement  and any  other  filings
     required by the  Exchange  Act.  Buyer and Parent will provide TMS with any
     information which is specifically requested by TMS in writing and which may
     be required in order to effectuate the  preparation and filing of the Proxy
     Statement.  TMS will use its commercially  reasonable efforts to respond to
     any comments  from the SEC. TMS will notify Buyer and Parent  promptly upon
     the receipt of any comments  from the SEC or its staff in  connection  with
     the filing  of, or  amendments  or  supplements  to,  the Proxy  Statement.
     Whenever any event occurs which is required to be set forth in an amendment
     or supplement to the Proxy  Statement,  TMS will promptly  inform Buyer and
     Parent of such  occurrence.  TMS shall  provide  Buyer and Parent  (and its
     counsel) with a reasonable  opportunity  to review and comment on the Proxy
     Statement and any amendment or supplement to the Proxy  Statement  prior to
     filing such with the SEC, and will provide  Buyer and Parent with a copy of
     all  such  filings  made  with  the SEC.  Notwithstanding  anything  to the
     contrary in this  Agreement,  the  substance  and content of any  materials
     filed with the SEC and all required  responses to comments or  requirements
     of the SEC will be the sole and exclusive decision of TMS.

          (c) TMS will use its  reasonable  best  efforts  to (i) call a special
     meeting of its stockholders  ("Special  Meeting") to be held as promptly as
     practicable  after the filing of the Proxy  Statement  with the SEC for the
     purpose of voting upon this Agreement and the  transactions to be completed
     hereunder,  (ii) cause the Proxy Statement to be mailed to its stockholders
     and (iii) subject to the fiduciary  duties of the board of directors of TMS
     under Oklahoma law, to obtain stockholder approval of this Agreement.

     6.3  Reasonable  Efforts.  Subject  to the  terms  and  conditions  of this
Agreement,  each of the  parties  hereto  agrees to use all  reasonable  efforts
promptly to take, or cause to be taken,  all actions and 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
including the satisfaction of all conditions thereto.

     6.4 Allocation of Purchase Price.  Prior to the Liquidation Date, TMS shall
deliver to the Buyer an allocation  schedule,  prepared in  accordance  with the
Code,  allocating the Purchase  Price among the Purchased  Assets which TMS, the
Buyer and, if required,  the Parent,  will mutually agree upon (which  agreement
will not be unreasonably withheld). In connection with the determination of such
schedule,  the  parties  shall  cooperate  with  each  other  and  provide  such
information as any of them shall reasonably request.  The parties shall (i) each
report the federal,  state and local and other tax  consequences of the purchase
and sale  contemplated  hereby (including the filing of Internal Revenue Service
Form 8594) in a manner consistent with such allocation schedule and (ii) take no
position in any tax filing,  return,  proceeding,  audit or  otherwise  which is
inconsistent with such allocation. To the extent the services of any third party
are used to prepare these allocations, the fees and expenses of each third party
shall be shared equally by the parties.

     6.5 Employee Matters.

          (a)  Subject  to  Section  10.13  hereof,  the  Buyer  shall (i) offer
     full-time  employment  to  all  Key  Employees  under  terms  substantially
     equivalent to their existing arrangements with TMS, as of the Closing Date;
     and (ii) offer full-time employment to all full-time employees of TMS under
     terms substantially  equivalent to their existing  arrangements with TMS as
     of the Closing Date; except as to the extent standard benefits and policies
     of Buyer and Parent may differ from TMS.

          (b) The Buyer  hereby  acknowledges  that  certain  of TMS'  employees
     currently  may  be  dedicated  to  completing   projects   related  to  VSC
     Technologies,  LLC (the "LLC"), a Delaware limited  liability  company,  of
     which TMS is a member.  The Buyer agrees that until  December 31, 2004, the
     Buyer will, on a cost-recovery  basis only, utilize those persons (or other
     of the Buyer's employees with substantially  similar experience,  including
     experience  with the specific  products to which such  projects  relate) to
     facilitate the timely  completion of such projects which are in progress or
     not  completed  for  the  LLC  as  of  the  Closing  Date.  To  the  extent
     requirements  exceed December 31, 2004, TMS and the LLC will mutually agree
     with the Buyer and Parent as to  projects  and costs  associated  with such
     additional  requirements  projects  which TMS is required to complete under
     the Operating Agreement of VSC Technologies, LLC, dated October 10, 2002.

     6.6  Professional  Fees.  Notwithstanding  any provision of this Agreement,
including  the  definition  of Current Net Asset Value,  the parties  agree that
professional fees such as legal, accounting, and other costs associated with the
Closing will be segregated and excluded from Current Net Asset Value, as defined
in this Agreement. The obligation for such costs will not be part of the Assumed
Liabilities and will be retained by TMS.

     6.7 Access And  Investigation.  Between the Effective  Date and the Closing
Date, and upon reasonable  advance notice received from the Buyer, TMS shall (a)
afford the Buyer and its representatives (collectively,  the "Buyer Group") full
and free access,  during regular  business hours, to TMS' business  premises and
such records and data as the Buyer reasonably requests to evaluate the Purchased
Assets and perform its obligations  under this Agreement,  such rights of access
to be  exercised  in a manner  that  does not  unreasonably  interfere  with the
operations  of TMS;  (b) furnish  Buyer  Group with copies of all such  existing
documents and data as the Buyer may reasonably request to evaluate the Purchased
Assets and perform  its  obligations  under this  Agreement;  and (c)  otherwise
cooperate and assist, to the extent reasonably  requested by the Buyer, with the
Buyer's investigation of the Purchased Assets. The parties agree and acknowledge
that any access or other right under this  Section 6.7 is subject to Section 6.1
and the Confidentiality Agreement.

     6.8 No Solicitation.

          (a) Until the  earlier  of (i) such  time as this  Agreement  shall be
     terminated  pursuant to Section  10.1 or (ii) the Closing  Date,  TMS shall
     not, and shall not permit any of its  subsidiaries,  officers or directors,
     or any  of its  representatives,  directly  or  indirectly  to  solicit  or
     initiate  (including  by  way  of  furnishing  any  non-public  information
     concerning  TMS' business  properties,  assets or prospects) any inquiries,
     discussions,  or proposals  from or initiate in any  negotiations  with any
     Person  relating to any  business  combination  transaction  involving  the
     Business  and/or  Purchased  Assets  (other than in the ordinary  course of
     business  or as  provided  in this  Agreement)  regardless  of the  type of
     transaction involved.

          (b) Provided TMS is not in violation of Section 6.8(a), TMS may accept
     Competing Proposals and provide a reasonable response to any such Competing
     Proposals.  TMS shall notify the Buyer of a Competing  Proposal within five
     business  days of receipt of the same by TMS.  After TMS has provided  such
     notification  to the  Buyer,  and  provided  that TMS did not  solicit  the
     inquiry or proposal or initiate negotiations with such Person as prohibited
     above,  TMS may  negotiate  with such  person if TMS's  board of  directors
     determines,  in good  faith,  in its sole and  absolute  discretion,  after
     consultation with independent  counsel and TMS's financial advisor, if any,
     that failing to take such action would be  inconsistent  with its fiduciary
     obligations  under  Oklahoma law. TMS shall incur no penalty,  liability or
     obligation, specifically including but not limited to any obligation to pay
     the Termination Fee as provided in Section  10.1(d),  to the Buyer for such
     negotiation  until TMS  provides  the Buyer with notice of  termination  as
     provided  in  Section  10.1.  At  the  time  of  providing  any  notice  of
     termination,  TMS will provide Buyer a description of the material terms of
     the Competing Proposal.

     6.9 Use of Assets During Transition. Notwithstanding any other provision of
this Agreement,  the officers and employees of TMS,  specifically  including but
not  limited  to Deborah D.  Mosier,  shall,  until the  Liquidation  Date,  (a)
continue to use the office, computers,  telephones, and other similar items used
by such persons  immediately prior to the Closing Date and (b) shall have access
to the records of TMS,  including  but not  limited to any  records  that may be
included in the  Purchased  Assets,  for the  purposes  of selling the  Retained
Assets,  winding  down the business of TMS and  effecting  the  dissolution  and
liquidation  of TMS.  Notwithstanding  anything  to the  contrary,  in the event
expenses  related to such  continued use exceed  $2,500 per month,  Buyer shall,
within two (2) business  days of invoice to TMS, be paid the excess  amount over
the monthly fee.

     6.10  Payment of Vendors and Other  Indebtedness.  TMS will make payment in
full to all vendors, suppliers, merchants,  wholesalers,  distributors,  service
companies  or  similar  suppliers  of  products  and  services  to the  Business
(collectively,  "Vendors") for all amounts payable to such Vendors in respect of
products and services  provided to the Business prior to the Closing Date. Buyer
and Parent shall have no  liability  whatsoever  for any  invoices  from Vendors
relating to the  Business or to the  ownership  and/or  operation  of any of the
Purchased Assets prior to the Closing Balance Sheet Date, except for the Assumed
Liabilities.  Buyer and Parent will have  responsibility  for purchase orders of
the Business  outstanding at the Effective  Time,  provided that purchase orders
that individually  exceed $1,500 must be approved by Buyer and Parent in writing
prior to the Closing and TMS will retain all liability and  obligation  pursuant
to purchase  orders  that have not been  approved by Buyer and Parent in writing
prior to the  Closing.  TMS will pay all of its debts and  discharge  all of its
obligations  as and when they become due  consistent  with past  practices.  TMS
covenants  that before the Effective  Time all  assessments  levied  against the
Purchased  Assets,  if any, that are payable by TMS shall be paid in full by TMS
even if the assessments are due in installments after the Closing Date. Each TMS
covenants  that it  shall  pay any  income,  sales,  use,  business,  franchise,
occupation,  withholding,  employment,  security or similar  tax,  and all other
taxes of any kind  whatsoever  with respect to the  Purchased  Assets and/or the
operation of the Business  relating to any period  prior to the  Effective  Time
will accrue to Buyer and Parent after the Closing  Balance  Sheet Date and Buyer
and  Parent  shall pay all such taxes  relating  to  periods  after the  Closing
Balance Sheet Date.

     6.11 Sales and  Transfer  Taxes.  Each of TMS and Buyer and Parent will use
reasonable efforts to take all necessary action to cause the consummation of the
transactions  hereunder to qualify for an exemption  from any  obligation to pay
sales,  use,  transfer,  recording and similar taxes  (federal,  state,  city or
otherwise)  in connection  therewith.  To the extent any such taxes are payable,
however, Buyer shall be responsible for the payment of such taxes.

     6.12 Conduct of the Business.

          (a) From and  after  the  Effective  Date  until  the  earlier  of the
     termination of this  Agreement in accordance  with its terms or the Closing
     Date,  TMS  shall (i)  carry on the  Business  in the  usual,  regular  and
     ordinary course in  substantially  the same manner as previously  conducted
     and, to the extent consistent therewith,  will use commercially  reasonable
     efforts to preserve intact its current organization, maintain the Purchased
     Assets and the Business in good condition in a manner  consistent with past
     practice,   keep  available  the  services  of  its  current  officers  and
     employees, preserve its relationships with persons having business dealings
     with it,  solicit  and  process  orders for  products  and  services in the
     ordinary course of business,  consistent  with past practice,  and promptly
     deliver to Buyer and Parent true and correct  copies of any  agreements TMS
     enters into in accordance  with the terms of this  Agreement;  and (ii) use
     its commercially  reasonable  efforts to maintain insurance coverage of the
     types and in the  amounts  carried  by it prior to the  Effective  Date and
     promptly report all known claims within the applicable claims period.

          (b) From and after the Closing Balance Sheet Date until the earlier of
     the  termination  of this  Agreement  or the Closing  Date,  TMS shall not,
     directly or indirectly,  do any of the following  without the prior consent
     of Buyer and Parent (which consent will not be withheld unreasonably) or of
     their on-site representative:

               (i)  purchase,  sell,  lease or dispose of any material  property
          related to the Business or Purchased Assets and not incur any material
          liability  or make any  material  commitment  or enter  into any other
          material  transaction related to the Business,  except in the ordinary
          and usual course of business or pursuant to contracts  existing on the
          Effective Date; (ii) agree to amend,  modify or terminate any existing
          contract assumed  hereunder,  whether or not in the ordinary and usual
          course of  business;  (iii)  acquire  any  Purchased  Assets  that are
          material, in the aggregate, to TMS, taken as a whole, except purchases
          of Purchased Assets in the ordinary course of business; (vi) pledge or
          encumber,  sell, lease, license,  dispose of or otherwise transfer any
          Purchased Assets material to the Business, taken as a whole (including
          any  accounts,  leases,  contracts  or  intellectual  property  or any
          Purchased Assets) other than (A) in the case of pledges,  encumbrances
          and leases,  in connection  with the purchase of equipment  subject to
          capital lease or other similar financing  arrangements in the ordinary
          course  of  business  consistent  with  TMS'  past  practice,  and (B)
          dispositions in the ordinary course of business of equipment no longer
          used in the  businesses  of TMS;  (vii) enter into an  agreement  with
          respect to any acquisition or disposition of all or substantially  all
          of the Purchased Assets (viii) make any changes in accounting methods,
          principles  or practices or any  assumption  underlying,  or method of
          calculating, any bad debt, contingency or other reserve, except as may
          have been required by a change in GAAP or applicable  law; (ix) waive,
          modify,  pay,  discharge,  settle  or  satisfy  any  material  claims,
          liabilities or obligations  (whether  absolute,  accrued,  asserted or
          unasserted,  contingent  or  otherwise),  other  than the in  ordinary
          course of business or in  accordance  with their terms as in effect on
          the date of this Agreement, unless such payment, discharge, settlement
          or  satisfaction  would not  reasonably be expected to impose upon TMS
          any  material  burden  that  would  remain in effect  and apply to the
          Purchased Assets after the Closing,  (x) knowingly  waive,  release or
          assign any material rights or claims  hereunder in a manner adverse to
          the Business or the Purchased Assets (including any write-off or other
          compromise of any material  accounts  receivable of TMS related to the
          Business or the  Purchased  Assets);  (xi)  except on a  non-exclusive
          basis  in the  ordinary  course  of  business,  license  any  material
          intellectual  property rights related to the Business or the Purchased
          Assets  to  any  other  Person;  (xii)  permit  the  prepayment  of or
          compromise  or discount  any of Account  Receivables;  (xiii) amend or
          modify  compensation or benefits  payable to or for the benefit of any
          person Buyer has  indicated it is  considering  hiring as an employee,
          including  any  raises in salary or  wages,  any  modification  of any
          Plan(s), or TMS' vacation or medical leave of absence policy; or (xiv)
          authorize any of, or commit or agree, in writing or otherwise, to take
          any of, the  foregoing  actions or any action  which would  materially
          impair or prevent the  satisfaction of any conditions in Sections 7 or
          8.

     6.13 TMS Name.  The  parties  acknowledge  that one of the assets  Buyer is
purchasing  is the names "TMS" and "TMS  Sequoia".  At Closing TMS will grant to
Buyer the right to use such names and will  cooperate with Buyer to permit Buyer
to immediately  begin using such names in the Business.  TMS may continue to use
its corporate name, provided, however, in the event the Liquidation Date has not
occurred  by  February  28,  2005,  TMS  will  use  all  reasonable  efforts  to
immediately  amend its name to a name that is not confusingly  similar to TMS or
TMS Sequoia.

     7. CONDITIONS PRECEDENT TO OBLIGATIONS OF TMS

     The obligations of TMS to consummate the transactions  contemplated by this
Agreement  are subject to the  satisfaction  or partial or  complete  waiver (in
TMS's sole and  absolute  discretion),  at or before the  Closing  Date,  of the
following conditions:

     7.1  Representations  and  Warranties  True at the Closing Date. All of the
representations  and  warranties  of the Buyer and the Parent  contained in this
Agreement  shall be true and correct in all  material  respects on and as of the
Closing Date with the same effect as though such  representations and warranties
had been  made on and as of such  date,  except  for those  representations  and
warranties  which by their  terms are made as of a specific  date which shall be
true and correct on and as of such date.

     7.2 Performance. The Buyer and the Parent shall have performed and complied
with, in all material  respects,  all  agreements,  covenants,  obligations  and
conditions  required by this Agreement to be so performed or complied with by it
or he, as applicable, prior to or at the Closing.

     7.3 No Litigation. No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal  or  regulatory  restraint  or  provision   challenging  the  transactions
contemplated  hereunder shall be in effect,  nor shall any proceeding brought by
an administrative agency or commission or other governmental  authority or other
instrumentality seeking any of the foregoing be pending.

     7.4  Governmental,   Regulatory  and  Other  Consents  and  Approvals.  All
consents, approvals and actions of, filings with and notices to any governmental
or regulatory authority or any other public or private third parties required of
TMS,  the Buyer or the Parent to  consummate  the Asset  Purchase  and the other
matters  and  transactions   contemplated   hereby  shall  have  been  obtained,
including, without limitation, Shareholder Approval.

     7.5 Good  Standing  Certificates;  Corporate  Resolutions.  TMS shall  have
received  certificates  of good standing with respect to (i) the Buyer issued by
the State of Oklahoma and (ii) Parent issued by the State of Florida.  TMS shall
have  received  copies  of the  resolutions  of the  Buyer  approving  the Asset
Purchase,  this  Agreement  and  the  other  transactions  contemplated  herein,
certified by the appropriate officers.

     7.6  Deliveries.  At the  Closing and  concurrently  with the making of the
deliveries  by TMS as set forth in Section  8.7,  the Buyer and the  Parent,  as
applicable,  shall have delivered the following in form and substance reasonably
satisfactory to TMS:

          (a) The Adjusted Purchase Price, as provided in Section 2.7;

          (b) A duly executed  Assignment and  Assumption  Agreement in form and
     substance reasonably acceptable to the parties;

          (c)  Certificates of the officers of the Buyer and the officers of the
     Parent  to  evidence  performance  and  compliance  with,  in all  material
     respects, all agreements, covenants, obligations and conditions required by
     this Agreement, in form and substance reasonably satisfactory to TMS; and

          (d) Such other  instruments and documents as are reasonably  requested
     by TMS and as are required or contemplated by this Agreement.

     7.7 Shareholder Approval;  Fairness Opinion. TMS shall have received (a) an
opinion from an investment banking or other firm acceptable to TMS to the effect
that the Asset  Purchase  and/or sale or  disposition of the VSC LLC interest is
fair to TMS and its  shareholders  from a  financial  point  of view  (TMS  will
provide  any  copies  thereof  to Buyer  and  Parent),  and (b) the  Shareholder
Approval.

     7.8 VSC LLC  Interest.  TMS shall have sold or  otherwise  disposed  of its
interest  in the VSC LLC or in such  manner  as  releases  TMS from all  further
Liabilities or obligations under the VSC Agreements and TMS is fully indemnified
for any pending or future  litigation or claims  related to the Virtual  Scoring
CenterTM software and any Intellectual Property related thereto.

     8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER AND THE PARENT

     The obligations of the Buyer and the Parent to consummate the  transactions
contemplated  by this  Agreement are subject to the  satisfaction  or partial or
complete waiver (in the Buyer's and the Parent's sole and absolute  discretion),
at or before the Closing Date, of the following conditions:

     8.1  Representations and Warranties True as of the Closing Date. All of the
representations  and warranties of TMS contained in this Agreement shall be true
and correct in all material respects on and as of the Closing Date with the same
effect as though such  representations and warranties had been made on and as of
such date, except for those  representations and warranties which by their terms
are made as of a specific date which shall be true and correct on and as of such
date.

     8.2  Performance.  TMS shall  have  performed  and  complied  with,  in all
material  respects,  all  agreements,   covenants,  obligations  and  conditions
required by this Agreement to be so performed or complied with by it prior to or
at the Closing.

     8.3 No Litigation. No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
legal  or  regulatory  restraint  or  provision   challenging  the  transactions
contemplated  hereunder shall be in effect,  nor shall any proceeding brought by
an administrative agency or commission or other governmental  authority or other
instrumentality seeking any of the foregoing be pending.

     8.4 Good Standing Certificates; Corporate Resolutions. The Buyer shall have
received  certificates  of good  standing  with  respect  to TMS  issued  by the
Secretary  of State of  Oklahoma.  The Buyer shall have  received  copies of the
resolutions  of TMS  approving  the Asset  Purchase  and the other  transactions
contemplated herein, certified by the appropriate officers.

     8.5  Deliveries.  At the  Closing and  concurrently  with the making of the
deliveries  by Buyer and  Parent as set forth in  Section  7.6,  TMS shall  have
delivered the following in form and substance reasonably satisfactory to Buyer:

          (a) A duly executed  Assignment and  Assumption  Agreement in form and
     substance reasonably acceptable to the parties;

          (b) A duly  executed  Bill of Sale in form  and  substance  reasonably
     acceptable to the parties and such  assignments,  certificates of title and
     other  documents  as may be  reasonably  requested by the Buyer in order to
     convey good and marketable title to all of the Purchased  Assets,  free and
     clear of all Encumbrances (other than the Assumed Liabilities) and in order
     to carry out the intentions and purposes of this Agreement;

          (c) A certificate of the officers of TMS to evidence  performance  and
     compliance  with,  in all material  respects,  all  agreements,  covenants,
     representations and warranties  obligations and conditions required by this
     Agreement, in form and substance reasonably satisfactory to the Buyer;

          (d) The Closing Statement;

          (e) A  non-foreign  persons  affidavit  of TMS in form  and  substance
     reasonably satisfactory to the Buyer; and

          (f) Such other  instruments and documents as are reasonably  requested
     by Buyer and as are required or contemplated by this Agreement.

     9. INDEMNIFICATION

     9.1 General Indemnification.

          (a) TMS  shall  indemnify,  hold  harmless  and  defend  the Buyer and
     Parent,   and  their  respective,   its  officers,   managers,   employees,
     shareholders,   assigns,  successors  and  affiliates  (collectively,   the
     "Buyer's  Indemnified  Parties")  from  and  against  any and  all  Damages
     suffered by the Buyer's  Indemnified Parties (i) arising out of a breach or
     inaccuracy  of or failure to comply  with any  representation,  warranty or
     covenant made by TMS in this  Agreement  which survives the Closing Date as
     specified in Section 10.11 hereof, (ii) arising out of or resulting from or
     based  upon any  Liabilities  other  than the  Assumed  Liabilities,  (iii)
     arising out of or resulting from TMS' and its  representatives'  use of the
     Purchased  Assets  after  the  Closing  Date,  or  (iv)  arising  out of or
     resulting from or based upon the Retained Assets.

          (b) The Buyer and the Parent,  jointly  and  severally,  covenant  and
     agree to indemnify,  hold harmless and defend TMS, its officers,  managers,
     employees, shareholders,  assigns, successors and affiliates (collectively,
     the "Seller's  Indemnified  Parties")  from and against any and all Damages
     suffered by the Seller's Indemnified Parties (i) arising out of a breach or
     inaccuracy  of or failure to comply  with any  representation,  warranty or
     covenant made by the Buyer or the Parent in this  Agreement  which survives
     the Closing Date as specified in Section  10.11  hereof,  (ii) by reason of
     any failure of the Buyer or the Parent to pay, honor,  perform or otherwise
     discharge the Assumed  Liabilities  on and after the Closing Date, or (iii)
     arising  out of or  resulting  from  the  Buyer or the  Parent's  use of or
     operation of the Business  related to the Purchased  Assets on or after the
     Closing Balance Sheet Date.

     9.2 Procedure and Limitation.

     (a) No  indemnification  will be provided  under  Section  9.1(a) or 9.1(b)
hereof  for any claim for  indemnification  which is made more than one (1) year
following the Closing Date or such shorter period as may be specified in Section
10.11 hereof.

     (b) TMS'  obligation  to indemnify a Buyer  Indemnified  Party shall become
operative only after and to the extent the aggregate  amount of Losses  incurred
by any Buyer  Indemnified  Party exceeds  $25,000.  The Buyer's and the Parent's
obligation to indemnify a Seller  Indemnified  Party shall become  operative for
any amounts of the Purchase  Price,  the Promissory  Note and any Losses arising
from the Assumed  Liabilities from the first dollar, but as to any other Losses,
only after and to the extent the aggregate amount of such Losses incurred by any
Seller Indemnified Party exceeds $25,000.

     (c) Any indemnified party shall give the indemnitor(s) prompt notice of any
claim hereunder;  provided, the failure to give such notice shall not affect the
right to  indemnification  hereunder  unless the  indemnitor(s)  was  materially
prejudiced by such failure.  The indemnitor(s) shall have the right to defend at
its own defense any claim for which the indemnitor is liable  hereunder,  but no
settlement or compromise of such claim may be affected which materially  affects
the indemnified  party without its consent  thereto,  which consent shall not be
unreasonably withheld or delayed. The indemnified party shall cooperate with the
indemnitor  in the defense of any such claims and may  participate  therein with
its own counsel at its own expense.

     10. GENERAL

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

          (a) by mutual consent of TMS and the Buyer; or

          (b) by TMS or by the Buyer, upon written notice to the other party, if
     the  Closing  shall not have  occurred  on or  before  November  15,  2004;
     provided  that the right to  terminate  this  Agreement  under this Section
     10.1(b)   shall   not  be   available   to   any   party   whose   material
     misrepresentation,  breach of warranty or failure to fulfill any obligation
     under this  Agreement has been the cause of, or resulted in, the failure of
     the Closing to occur on or before such date; or

          (c) by TMS or by the Buyer, upon written notice to the other party, if
     there is or has been a  material  breach,  failure to fulfill or default on
     the part of the other party of any of the  representations  and  warranties
     contained  herein or in the due and timely  performance and satisfaction of
     any of the covenants,  agreements or conditions  contained herein,  and the
     curing of such default shall not have been made or shall not  reasonably be
     expected to occur before the Closing Date; or

          (d) by TMS, upon written  notice to the Buyer and payment to the Buyer
     of $80,000 (the "Termination  Fee") in immediately  available funds, if TMS
     has received a proposal (a "Competing  Proposal")  from an unrelated  third
     party and the board of  directors  of TMS has  determined  (in its sole and
     absolute  discretion)  that the Competing  Proposal is more  favorable than
     this Agreement.

     10.2  Effect  of  Termination.  In the  event  of the  termination  of this
Agreement  pursuant  to Section  10.1(a),  (b),  or (c),  this  Agreement  shall
forthwith become void, and there shall be no liability or obligation on the part
of any party  hereto  or its  officers,  managers,  directors  or  shareholders;
provided,  however,  that (i) the  provisions  of this  Section 10 and Section 9
shall  remain in full force and  effect  and  survive  any  termination  of this
Agreement;  (ii) each party shall remain  liable for any  intentional  breach of
this Agreement prior to its  termination;  and (iii) in the event of termination
of  this  Agreement  pursuant  to  Section  10.1(c),  then  notwithstanding  the
provisions of Section 10.7, the breaching party (if such breach was in effect as
of the date  hereof)  shall be liable to the  other  party to the  extent of the
reasonable  expenses  incurred  by such  other  party in  connection  with  this
Agreement and the  transactions  contemplated by this Agreement,  as well as any
damages in accordance with applicable law.

     10.3  Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding  upon the  parties  hereto and their  respective  successors  and
permitted assigns. This Agreement and the rights hereunder are not assignable by
either TMS, the Buyer or the Parent  unless such  assignment  is consented to in
writing by each of the parties  hereto,  which  consent may not be  unreasonably
withheld or  delayed;  provided  however,  that after the  Closing,  any rights,
obligations  or  benefits of TMS under this  Agreement  may be assigned to TMS's
liquidating agent or may be performed or exercised by TMS's liquidating agent or
such agent's assignee in accordance with a plan of liquidation.

     10.4 Entire Agreement.  This Agreement sets forth the entire  understanding
of the parties hereto with respect to the transactions  contemplated hereby. Any
and all  previous  agreements  and  understandings  (except the  Confidentiality
Agreement)  between or among the parties  regarding the subject  matter  hereof,
whether written or oral, are superseded by this Agreement.

     10.5  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts  and any party  hereto may  execute any such  counterpart,  each of
which when executed and  delivered  shall be deemed to be an original and all of
which  counterparts  taken  together  shall  constitute  but one  and  the  same
instrument.  This Agreement  shall become binding when one or more  counterparts
taken together shall have been executed and delivered  (which  deliveries may be
by telefax) by the parties.

     10.6  Expenses.  Except  as  provided  in  Section  6.4  and  6.10  of this
Agreement,  TMS has paid and shall pay the fees,  expenses and  disbursements of
TMS and its representatives, accountants and counsel incurred in connection with
the subject  matter of this  Agreement and the Buyer and/or the Parent have paid
and shall pay the fees,  expenses and  disbursements of the Buyer and the Parent
and each of their respective  representatives,  accountants and counsel incurred
in connection with the subject matter of this Agreement.

     10.7  Specific  Performance;  Remedies  Not  Exclusive.  Each party  hereto
acknowledges  that the other parties shall be irreparably  harmed and that there
shall be no adequate  remedy at law for any  violation  by any of them of any of
the  covenants or agreements  contained in this  Agreement,  including,  without
limitation,  the  confidentiality  obligations  set forth in Section  6.1. It is
agreed that, in addition to, but not in lieu of, any other remedies which may be
available upon the breach of any such covenants or agreements, each party hereto
shall  have the  right to  obtain  injunctive  relief  to  restrain  a breach or
threatened breach of, or otherwise to obtain specific  performance of, the other
parties'  covenants and agreements  contained in this Agreement.  All rights and
remedies  of the  parties  under this  Agreement  shall be  cumulative,  and the
exercise of one or more rights or remedies will not preclude the exercise of any
other right or remedy available under this Agreement or applicable law.

     10.8 Notices. Any notice, request, claim, demand, waiver, consent, approval
or other  communication  which is required or  permitted  hereunder  shall be in
writing and shall be deemed  given if  delivered  personally,  sent by facsimile
transmission with confirmation of transmission,  sent by registered or certified
mail (postage prepaid,  return receipt requested),  or by nationally  recognized
overnight courier service, as follows:

     If to TMS to:

                  TMS, Inc.
                  206 West Sixth Avenue
                  Stillwater, Oklahoma 74076
                  Attn:  Debbie Mosier
                  Facsimile: (405) 742-1707

     With a copy to

                  McAfee & Taft
                  Two Leadership Square, 10th Floor
                  211 North Robinson
                  Oklahoma City, Oklahoma 73102
                  Attn:  W. Chris Coleman
                  Facsimile: (405) 235-0439

     If to the Buyer or the Parent to:

                  Pegasus Imaging Corporation
                  4522 Spruce Street, Suite 200
                  Tampa, FL  33607
                  Attention:  John A. Berlin
                  Facsimile:  (813) 875-7705

     With a copy to

                  Trusted Counsel (Ashley) LLC
                  1350 Spring Street, Suite 300
                  Atlanta, GA  30309
                  Attention:  Evelyn A. Ashley
                  Facsimile:  (404) 898-2901

or to such other  address  as the person to whom  notice is to be given may have
specified in a notice duly given to the sender as provided herein.  Such notice,
request, claim, demand, waiver,  consent,  approval or other communication shall
be deemed to have been given as of the date so delivered,  telefaxed,  mailed or
dispatched  and, if given by any other  means,  shall be deemed  given only when
actually received by the addressees.

     10.9  Governing  Law. This  Agreement  shall be governed by and  construed,
interpreted  and enforced in  accordance  with the laws of the State of Oklahoma
(without regard to its laws relating to choice-of-law or conflicts-of-law).

     10.10  Arbitration.  Any controversy or claim arising out of or relating to
this  Agreement  or any related  agreement  shall be settled by  arbitration  in
accordance with the following provisions:

          (a) The  agreement of the parties to arbitrate  covers all disputes of
     every  kind  relating  to or arising  out of this  Agreement,  any  related
     agreement or the Asset Purchase or related  transactions.  Disputes include
     actions  for  breach of  contract  with  respect to this  Agreement  or the
     related agreement, as well as any claim based upon tort or any other causes
     of action  relating  to the Asset  Purchase,  such as claims  based upon an
     allegation of fraud or misrepresentation and claims based upon a federal or
     state  statute.  In  addition,   the  arbitrators   selected  according  to
     procedures set forth below shall determine the  arbitrability of any matter
     brought  to them,  and their  decision  shall be final and  binding  on the
     parties.

          (b) The forum for the arbitration shall be Oklahoma City, Oklahoma.

          (c) The  governing  law for the  arbitration  shall  be the law of the
     State of Oklahoma, without reference to its conflicts of laws provisions.

          (d) There shall be three  arbitrators,  unless the parties are able to
     agree on a single  arbitrator.  In the absence of such agreement within ten
     (10) days after the  initiation  of an  arbitration  proceeding,  TMS shall
     select one arbitrator and the Buyer shall,  collectively  or as applicable,
     select one arbitrator,  and those two arbitrators shall then select, within
     ten (10) days, a third  arbitrator.  If those two arbitrators are unable to
     select a third  arbitrator  within such ten-day period,  a third arbitrator
     shall be appointed  by the  commercial  panel of the  American  Arbitration
     Association.  The  decision  in  writing  of at  least  two  of  the  three
     arbitrators shall be final and binding upon the parties.

          (e) The arbitration shall be administered by the American  Arbitration
     Association.

          (f) The rules of arbitration shall be the Commercial Arbitration Rules
     of the American Arbitration Association,  as may be amended, as modified by
     any other  instructions  that the  parties may  mutually  agree upon at the
     time. If there is any conflict between Federal Rules of Civil Procedure and
     the  provisions  of this  section,  the  provisions  of this section  shall
     prevail.

          (g) The arbitrators  shall be bound by and shall strictly  enforce the
     terms of this Agreement and may not limit,  expand or otherwise  modify its
     terms. The arbitrators  shall make a good faith effort to apply substantive
     applicable law, but an arbitration  decision shall not be subject to review
     because of errors of law. The arbitrators shall be bound to honor claims of
     privilege or work-product  doctrine  recognized at law, but the arbitrators
     shall have the discretion to determine  whether any such claim of privilege
     or work product doctrine applies.

          (h) The  arbitrators'  decision shall provide a reasoned basis for the
     resolution  of each dispute and for any award.  The  arbitrators  shall not
     have power to award any damages that are excluded under this Agreement.

          (i) Each party shall bear its own fees and  expenses  with  respect to
     the  arbitration  and any proceeding  related thereto and the parties shall
     share equally the fees and expenses of the American Arbitration Association
     and the arbitrators.

          (j) The arbitrators shall have power and authority to award any remedy
     or judgment that could be awarded by a court of law in Oklahoma.  The award
     rendered by  arbitration  shall be final and binding upon the parties,  and
     judgment  upon  the  award  may  be  entered  in  any  court  of  competent
     jurisdiction in the United States.

     10.11  Survival  of   Representations,   Warranties   and  Covenants.   All
representations  and  warranties  made by either  party in or  pursuant  to this
Agreement  or in any document  delivered  pursuant  hereto  shall  survive for a
period  ending on the  earlier  of the  Liquidation  Date or one year  after the
Closing.  The covenants and other  agreements  contained in this Agreement to be
performed on or after the Closing  shall  survive the Closing  until the date or
dates  specified  therein  or  the  expiration  of  the  applicable  statute  of
limitations  with respect to such matters,  whichever is later.  Notwithstanding
the  foregoing,   if  a  notice  of  a  claim  under  Section  9  is  sent,  the
representation,  warranty or covenant with respect to which such notice is sent,
and the related indemnification  obligations set forth in Section 9 with respect
to the notice,  shall  survive  until the  resolution of the claim to which such
notice relates, or such longer period as provided herein.

     10.12  Severability.  If any provision of this Agreement or the application
thereof to any person or  circumstances  is held invalid or unenforceable in any
jurisdiction,  the remainder  hereof,  and the  application of such provision to
such person or circumstances in any jurisdiction, shall not be affected thereby,
and to this end the provisions of this Agreement shall be severable.

     10.13  Absence of Third Party  Beneficiary  Rights.  No  provision  of this
Agreement is intended,  nor will be interpreted,  to provide or create any third
party  beneficiary  rights  or any  other  rights  of any  kind  in any  client,
customer, affiliate, shareholder, employee or partner of any party hereto or any
other person or entity.

     10.14 Press  Releases and  Announcements  Subject to the  provisions of the
Confidentiality Agreement, no press releases,  announcements or other disclosure
related  to  this  Agreement,  the  transactions   contemplated  herein  or  the
consideration paid hereunder or pursuant to any agreement  ancillary hereto will
be issued by any party hereto  without the joint  approval of the Buyer and TMS,
except for any public disclosure that any party hereto in good faith believes is
required by law (in which case the disclosing  party will consult with the other
party a reasonable amount of time prior to making such  disclosure).  The Buyer,
the Parent,  and TMS each shall be liable for any breaches of this  provision by
any of their respective affiliates, employees or representatives.

     10.15 Further  Representations.  Each party to this Agreement  acknowledges
and  represents  that it has  been  represented  by its  own  legal  counsel  in
connection  with  the  transactions  contemplated  by this  Agreement,  with the
opportunity to seek advice as to its legal rights from such counsel.  Each party
further  represents  that it is  being  independently  advised  as to the tax or
securities  consequences of the transactions  contemplated by this Agreement and
is not relying on any representation or statements made by the other party as to
such tax and securities consequences.

     10.16  Amendment;  Waiver.  This  Agreement  may be amended by the  parties
hereto at any time only by  execution  of an  instrument  in  writing  signed on
behalf of each of the parties  hereto.  Any  extension or waiver by any party of
any  provision  hereto  shall be valid  only if set  forth in an  instrument  in
writing signed on behalf of such party.

     10.17  Gender.  Unless  the  context  clearly  indicates  otherwise,  where
appropriate  the  singular  shall  include  the plural and the  masculine  shall
include the feminine or neuter,  and vice versa, to the extent necessary to give
the terms defined  herein and/or the terms  otherwise used in this Agreement the
proper meanings.

     10.18 Continuing Access to Records. For a period of not less than three (3)
years from the Closing Date (plus any additional time during which the Buyer has
been  advised  that (a) there is an ongoing  tax audit  with  respect to periods
prior to the Closing Date, or (b) such period is otherwise  open to  assessment)
the Buyer agrees to give TMS or its liquidating  agent or such agent's  assignee
reasonable  cooperation,  access and staff assistance,  as needed, during normal
business  hours  with  respect to books and  records  and other  financial  data
delivered  to the Buyer  hereunder.  TMS  agrees  to give the  Buyer  reasonable
cooperation,  access and staff  assistance,  as needed,  during normal  business
hours with  respect to books and records and other  financial  data  retained by
TMS, as may be  necessary  for general  business  purposes,  including,  without
limitation for (i) the  preparation  of tax return and financial  statements and
(ii) the  management  and  handling  of tax  audits,  to an  extent  as will not
unreasonably  interfere with a party's conduct of its business, and to keep such
materials reasonably accessible either until TMS's liquidation or the expiration
of a period of three (3) years from the  Closing  Date,  whichever  is  earlier.
Neither TMS nor the Buyer will  destroy or otherwise  dispose of such  materials
for such time without the written consent of the other party, which shall not be
unreasonably withheld,  or, in the alternative,  without delivering to the other
party full and complete copies of such materials.

     10.19 No Strict  Construction.  The language used in this Agreement will be
deemed to be the language  chosen by the parties  hereto to express their mutual
intent, and no rule of strict construction will be applied against any person.

     10.20  Knowledge.  Whenever any  statement  in this  Agreement is made by a
party to its  "knowledge" or words of similar  intent or effect,  such statement
shall be deemed to include a representation  that a reasonable  investigation of
the subject matter thereof has been conducted. A reasonable  investigation shall
mean that a senior  representative  of the party (which in the case of TMS shall
mean only the  individuals  named below) has  reviewed  the relevant  statement,
consulted with the appropriate  individuals as to whether they have knowledge of
any fact or  circumstance  that would make such statement  untrue or misleading,
and  reviewed  documents  in  the  possession  of  such   representative,   such
appropriate individuals, and the party. Knowledge of any Person shall be limited
to the actual knowledge of such Person after giving effect to the  investigation
described  above.  The knowledge of TMS shall mean only the knowledge of Deborah
D. Mosier.

     10.21  Headings.  The headings and other captions in this Agreement are for
convenience and reference only and shall not be used in interpreting, construing
or enforcing any of the provisions of this Agreement.

     10.22 Further Action;  Future  Cooperation.  TMS and Buyer and Parent shall
take  such  actions,  do all  things  reasonably  necessary,  and  execute  such
documents,  certificates,  instruments  and other  papers  as may be  reasonably
required or desirable to carry out the  provisions  of this  Agreement and shall
each deliver or cause to be delivered  to the other  following  the Closing such
additional  instruments as the other may  reasonably  request for the purpose of
fully carrying out this Agreement. The Party requesting cooperation, information
or actions  under this  Section  10.22 shall  reimburse  the other Party for all
reasonable  out-of-pocket  costs and  expenses  paid or incurred  in  connection
therewith.

                            [EXECUTION PAGE FOLLOWS]

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have executed this Asset Purchase
Agreement as of the day and year first above written.

TMS                                      TMS, Inc.

                                         By:        DEBORAH D. MOSIER
                                             Name:  Deborah D. Mosier
                                             Title:    President


BUYER                                    PIC Acquisition, Inc.

                                         By:        JOHN A. BERLIN
                                             Name:  John A. Berlin
                                             Title:    President


PARENT                                   Pegasus Imaging Corporation

                                         By:        JOHN A. BERLIN
                                             Name:  John A. Berlin
                                             Title:    President