ASSET PURCHASE AND SALE AGREEMENT

         THIS ASSET PURCHASE AND SALE AGREEMENT  (this  "Agreement") is made and
entered into as of November 1, 2000 (the "Effective  Date"), by and among Sundog
Technologies,  Inc.,  a  Delaware  corporation,  ("Buyer"),  Ensign  Information
Systems,  Inc., a Utah corporation  ("Seller"),  Richard Holland,  an individual
("Holland"),  Blake  Nielson,  and  individual  ("Nielson";   collectively  with
Holland, the "Shareholders").  All capitalized terms not otherwise  specifically
defined  in the text  hereof  shall  have the  meanings  set forth in Article 10
below.

                                   Background

         WHEREAS,  the  Shareholders  collectively are the owners of one hundred
percent (100%) of the issued and outstanding capital stock of Seller;

         WHEREAS,   Seller  is  engaged  in  the  business  of  developing   and
distributing   business-to-business  applications  software  and  hardware  (the
"Business"); and

         WHEREAS,  Buyer desires to purchase from Seller,  and Seller desires to
sell  to  Buyer,  substantially  all  of  the  assets  of  Seller  all  as  more
particularly set forth below.

                                    Agreement

         NOW,  THEREFORE,  in consideration  of the respective  representations,
warranties  and  covenants  contained  herein  and for other  good and  valuable
consideration,   the  receipt  and  legal   sufficiency   of  which  are  hereby
acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I
                             SALE OF ASSETS; CLOSING

         1.1 Assets.  Subject to the terms and conditions of this Agreement,  at
the Closing,  Seller shall sell,  transfer,  assign,  and deliver to Buyer,  and
Buyer shall  purchase from Seller,  all right,  title and interest in and to all
assets owned by Seller or used in the  operation of the Business  other than the
Excluded Assets (the "Assets"), including, without limitation, the following:

                  (a) all tangible  personal property owned by Seller or used in
         the  operation  of  the  Business,  including  without  limitation  all
         computer hardware, equipment, furniture and property listed on Schedule
         1.1(a) (the "Tangible Assets");

                  (b) all contracts,  leases,  licenses,  and other  agreements,
         whether oral or written, listed on Schedule 1.1(b) --------------- (the
         "Contracts"); ---------

                  (c) all real property owned by Seller or used in the operation
         of the Business,  including, without limitation, the leasehold interest
         described on Schedule 1.1(c) (the "Real Property");

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                  (d) all business forms, inventory records,  operating records,
         customer  lists,  telephone  numbers,  vendor and customer price lists,
         sales histories in any form,  invoices,  financial records, Tax Returns
         (or  copies  thereof),  tax  records  (or  copies  thereof),  financial
         statements,  internal  reports  and other files or  documents  owned by
         Seller or used in the operation of the Business (the "Records");

                  (e) all inventions,  patents, improvements related to patented
         or unpatented inventions, trademarks and trade names (whether currently
         or formerly  used,  including the names "Ensign  Information  Systems,"
         "Horizon 2000" and "Ensign  Software"),  service marks,  assumed names,
         trade  dress,  copyrights,  United  States,  foreign,  state  and other
         applications  and  registrations  for and  with  respect  to any of the
         foregoing and renewals and continuation  thereof, in each case with the
         goodwill   symbolized  thereby  and  associated   therewith,   business
         information,  trade secrets, royalty rights,  confidential information,
         formulas, recipes, processes,  techniques, know-how, licenses and other
         rights  to use any of the  foregoing,  any and all  income,  royalties,
         damages,  claims and payments now or hereafter  receivable with respect
         to any of the  foregoing  and all rights,  including all rights to sue,
         relating   thereto,   all   licenses,   permits,    permissions,    and
         authorizations,  consents,  easements, rights, of way, software, domain
         names, websites, e-mail address, goodwill, going concern value, and any
         and  all  other  intangible  assets  owned  by  Seller  or  used in the
         operation of the Business (the "Intangible Assets");

                  (f) all revenues of the  Business  for  services  performed or
         products sold after the Effective Date, all expenses prepaid by Seller,
         warranty rights,  accounts  receivable for services  performed or goods
         provided  after  the  Effective  Date and all other  current  assets of
         Seller (the "Current Assets").

         The Assets shall not include (a) the corporation record books and stock
records of  Seller,  (b) the Tax  Returns  and tax  records of Seller  (although
copies of such are included in the Assets), (c) assets related to any pension or
benefit plan of Seller,  (d) cash,  savings,  checking or other  deposits,  cash
equivalents,  securities,  investments  and  accounts  receivable  for  services
performed or goods  provided  prior to the Effective  Date, and (d) the personal
property described on Schedule 1.1(g) (the "Excluded Assets")].

         1.2      Exclusion of Liabilities other than Assumed Liabilities.

                  (a)  On  the  Closing  Date  and  subject  to  the  terms  and
         conditions of this  Agreement,  including  Section 6.7, Buyer agrees to
         assume and become  responsible  for the obligations of the Seller under
         the Contracts  described on Schedule 1.1(b) arising and accruing after,
         and relating  exclusively to the operation of the Business  after,  the
         Closing Date (the "Assumed Liabilities").

                  (b) Seller and the  Shareholders  understand  and  acknowledge
         that,  except for the  Assumed  Liabilities,  Buyer shall not assume or
         have any  responsibility,  liability or obligation for any  obligation,
         commitment,  responsibility,  or other  Liability of any kind or nature
         incurred by the Selling  Shareholders  or Seller in connection with the
         Business  or  arising,  accruing,  or related to the  operation  of the
         Business or actions or omission of Seller or the Shareholders  prior to
         the Closing Date, including, without limitation, Liabilities for Taxes,
         Liabilities for  contractual  obligations of Seller not included in the
         Assumed Liabilities, Liabilities for violations of Environmental Law or
         Liabilities related in any way to any profit sharing,  accounts payable
         arising prior to the Effective Date,  401(k) savings,  employee pension
         plans,  deferred compensation plan, severance pay, cafeteria plan, life
         insurance,  medical,  dental,  disability,  welfare or vacation plan of
         Seller  or any  other  plan or  arrangement  of  Seller  of any kind or
         character related to its employees. Seller and the Shareholders jointly
         and  severally  agree to  indemnify  and hold Buyer  harmless  from all
         Liabilities, losses, costs or expenses, including reasonable attorney's
         fees,  incurred  by Buyer as a result of any claim made  against  Buyer
         attributable to any Liability of other than the Assumed Liabilities.

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<PAGE>

         1.3  Consideration for the Assets. In consideration for the transfer of
the Assets,  Buyer shall issue and deliver to Ensign at Closing,  free and clear
of any all encumbrances other than the restrictions on transferability  outlined
in Section 2.22 of this Agreement,  Three Million  (3,000,000)  shares of Common
Stock (the  "Shares").  The  obligations  of the parties as set forth in Section
1.1, 1.2 and 1.3 shall be collectively  referred as the "Exchange." The purchase
price shall be allocated among the Assets for all purposes in accordance with an
allocation schedule agreed to by the parties following closing.

         1.4 Closing. The parties agree to close the Exchange (the "Closing") on
November  9,  2000 or a date  thereafter  that is  mutually  acceptable  to such
parties (the  "Closing  Date").  The Closing  shall take place at the offices of
Buyer at 10542 South Jordan Gateway,  Suite 200, South Jordan, UT 84095 at 10:00
a.m.,  Mountain  Standard Time, on the Closing Date and shall be effective as of
12:01 a.m.  on the Closing  Date.  Notwithstanding  a later  Closing  Date,  the
parties agree that,  except as provided in Section 1.2, to the extent  permitted
by governing  laws,  regulations  and standards,  the Exchange will be deemed to
have been effective as of the Effective Date.

         1.5      Closing Deliveries.

                  (a) At the Closing, Seller, Holland, and Nielsen shall deliver
                  to Buyer the following:

                  (i) Seller shall  deliver an executed Bill of Sale in the form
                  of Exhibit A,  transferring  to Buyer the  ---------  Tangible
                  Assets, free and clear of all Encumbrances;

                  (ii) Seller shall deliver an executed Assignment  Agreement in
                  the form of  Exhibit  B,  assigning  to Buyer  the  Intangible
                  Assets, the Records and the Current Assets,  free and clear of
                  all Encumbrances;

                  (iii)  Seller  shall  deliver an  executed  counterpart  of an
                  Assignment and Assumption  Agreement in the form of Exhibit C,
                  assigning  to  Buyer  the  Contracts,  free  and  clear of all
                  Encumbrances;

                  (iv) Seller shall  deliver  possession  of all of the Tangible
                  Assets, Real Property, Current Assets, and Records;

                  (v)  Holland  shall  deliver  an  executed  counterpart  of an
                  Employment    Agreement   between   Holland   and   Buyer   in
                  substantially the form of Exhibit D; ---------

                  (vi)  Nielsen  shall  deliver an  executed  counterpart  of an
                  Employment    Agreement   between   Nielsen   and   Buyer   in
                  substantially the form of Exhibit E; and ---------

                  (vii)  Seller,  Holland,  and Nielsen shall deliver such other
                  documents,    agreements,    assignments,    instruments   and
                  certificates as may be required by this Agreement or as may be
                  reasonably  requested  by  Buyer to carry  out the  terms  and
                  conditions of this Agreement.

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<PAGE>

                  (b) Buyer shall deliver to Seller:

                  (i)  within  two  business  days  of  Closing,  a  certificate
                  representing  the Shares  (containing the legends  required by
                  Section 2.22(h) of this Agreement);

                  (ii) at Closing, an executed  counterpart of an Assignment and
                  Assumption  Agreement in substantially  the form of Exhibit C;
                  ---------

                  (iii) at Closing,  an executed  counterpart  of an  Employment
                  Agreement  between Holland and Buyer in substantially the form
                  of Exhibit D; ---------

                  (iv) at Closing,  an  executed  counterpart  of an  Employment
                  Agreement  between Nielson and Buyer in substantially the form
                  of Exhibit E; ---------

                  (v) such other documents, agreements, assignments, instruments
                  and  certificates  as may be required by this  Agreement or as
                  may be reasonably requested by Seller or Shareholders to carry
                  out the terms and conditions of this Agreement.

         1.6 Tax Consequences. It is intended that the Exchange shall constitute
a reorganization within the meaning of Section 368(a) of the Code, and that this
Agreement shall  constitute a "plan of  reorganization"  for purposes of Section
368 of the Code; provided, however, no party represents or warrants to any other
party that the Exchange shall constitute a reorganization  within the meaning of
Section  368(a) of the Code,  and each party  hereto  agrees  that such party is
responsible  for all tax  consequences  arising  from the  Exchange or any other
transaction  related  thereto or derived  therefrom.  Each party to this  agrees
that, except in reliance upon advice from competent counsel that compliance with
the succeeding clause would violate governing law, such party shall not take any
action,  or file any Tax Return,  that would be  inconsistent  with treating the
Exchange as a reorganization under Section 368(a) of the Code.

         1.7 Adjustments. If as a result of any merger, consolidation or sale of
all or  substantially  all of the  assets  of the  Buyer or any  reorganization,
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split, or other similar  transaction  prior to the Closing,  (i) the outstanding
shares of  Common  Stock are  increased  or  decreased  or are  exchanged  for a
different  number  or kind of  shares  or other  securities  of  Buyer,  or (ii)
additional  shares or new or different  shares or other  securities  of Buyer or
other non-cash assets are distributed  with respect to the Common Stock or other
shares of capital stock of Buyer,  an appropriate and  proportionate  adjustment
shall be made in number of shares of Common  Stock to be  distributed  to Ensign
pursuant to Section 1.3(a) above

                                   ARTICLE II

          REPRESENTATIONS AND WARRANTIES OF SELLER AND THE SHAREHOLDERS

         For the purpose of inducing Buyer to enter into this Agreement and with
the  knowledge  that  Buyer  will  rely  on the  following  representations  and
warranties,  as of the Closing Date,  Seller and the  Shareholders,  jointly and
severally, represent and warrant to Buyer as follows:

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<PAGE>

         2.1 Authority. Seller has full corporate power and authority to execute
and deliver  this  Agreement  and to perform  its  obligations  hereunder.  This
Agreement has been duly  executed and  delivered by Seller and the  Shareholders
and  constitutes  the  legal,  valid and  binding  agreement  of Seller  and the
Shareholders  enforceable  against  Seller  and  each  of  the  Shareholders  in
accordance  with its  terms,  except as such  enforceability  may be  limited by
bankruptcy and the laws affecting the enforcement of creditors' rights generally
or equitable principles.  All board, shareholder,  and other corporate approvals
necessary to approve this Agreement and the transactions contemplated thereby on
the part of Seller  have been  obtained,  definitive  evidence of which has been
delivered to Buyer prior to the Closing Date.

         2.2 Organization,  Existence, Good Standing and Capitalization.  Seller
(i) is a corporation duly organized, validly existing and in good standing under
the  laws of the  State  of Utah  (ii) is  qualified  to do  business  in  every
jurisdiction in which its ownership of property or conduct of business  requires
it to  qualify  (3) has  full  corporate  power  and  authority  to carry on the
Business as now being  conducted,  to own and operate its  properties and assets
including the Assets, and to perform all of its obligations under the Contracts.
Seller has not for the past five years,  and is not  currently,  conducting  the
Business under any names other than "Ensign Information  Corporation." As of the
date of this Agreement,  the only authorized capital stock of Seller consists of
3,000  shares  of  common  stock  of  Seller,  of which  2,000  are  issued  and
outstanding and held of record the Shareholders. The Shareholders hold of record
one  hundred  percent  (100%) of the issued  and  outstanding  capital  stock of
Seller.  Seller has neither  granted nor issued any  options,  warrants or other
rights or securities  convertible  into or exercisable for purchase common stock
or any other capital stock of Seller.

         2.3  Consents  and  Approvals;  No  violation.  Except  as set forth on
Schedule  1.1(b) and related to consents to transfer of the  Contracts,  neither
the execution,  delivery and performance of this Agreement, nor the consummation
of the transactions  contemplated  hereby will (a) violate or conflict with, (b)
result in, or require the creation or  imposition  of, any  Encumbrance  upon or
with  respect  to any of the  Assets  pursuant  to,  (c)  require  Seller or the
Shareholders to make any filing or registration  with, give notice to, or obtain
any consent,  approval or authorization  from any Governmental  Authority or any
other Person  (including  creditors) in accordance  with, (d) result in a breach
of,  constitute  (with or without due notice or lapse of time or both) a default
under,  or give rise to any right of  termination,  cancellation or acceleration
under,  any provision of the Articles of  Incorporation or Bylaws of the Seller,
any Legal  Requirement  binding upon Seller or the  Shareholders,  any contract,
agreement,  license,  lease, instrument or other arrangement binding upon Seller
or the Shareholders,  or any Governmental  Authorization or any other instrument
or obligation to which Seller or the  Shareholders are a party, by which Seller,
the  Shareholders  or any of the  Assets  may be bound or to which  Seller,  the
Shareholders or any of the Assets may be subject.

         2.4 Financial Statements.  Seller has delivered to Buyer: (a) unaudited
balance sheets of the Seller dated as of December 31, 1999 and December 31, 1998
and the related unaudited combined statements of income, changes in stockholders
equity and cash  flows for each of the two  fiscal  years then ended and (b) the
unaudited  balance  sheet for the  Sellers as of  September  30, 2000 (the "Most
Recent Balance Sheet"),  and the related unaudited  combined statement of income
for the nine  months  then  ended  ((a) and (b),  collectively,  the  "Financial
Statements").  The Financial Statements and the notes thereto fairly present the
financial  condition  and  results  of  operations  of  the  Sellers  as of  the
respective  dates  thereof  and for the  periods  therein  referred  to,  all in
accordance   with  GAAP.  The  Financial   Statements   reflect  the  consistent
application of such accounting principles throughout the periods involved.

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<PAGE>

         2.5 Taxes. Seller has filed or caused to be filed on a timely basis all
Tax Returns that are or were  required to be filed by or with respect to Seller,
pursuant to the Legal  Requirements of each  Governmental  Authority with taxing
power over it or its assets,  except such Taxes, if any, as are set forth in the
Financial  Statements  and are  being  contested  in good  faith and as to which
adequate reserves (determined in accordance with GAAP) have been provided in the
Most Recent Balance Sheet.  Each of the Shareholders has paid, or made provision
for the payment of, all Taxes of such  Shareholder  that have or may have become
due with respect to Seller or such Shareholder's ownership of Seller. There have
been no audits by the Internal Revenue Service or relevant state tax authorities
of the United States federal or state income,  or state franchise or sales,  Tax
Returns of Seller or any  Shareholder.  Neither Seller nor any  Shareholder  has
given or been requested to give waivers or extensions (or is or would be subject
to a  waiver  or  extension  given  by  any  other  entity)  of any  statute  of
limitations  relating  to the  payment of Taxes of such Person or for which such
Person may be liable. The charges,  accruals and reserves with respect to Taxes,
including, without limitation, deferred Taxes, on the respective books of Seller
are  adequate  (determined  in  accordance  with GAAP) and are at least equal to
Seller's  Liability for Taxes.  There exists no proposed tax assessment  against
Seller except as disclosed in the Financial Statements. All Taxes that Seller is
or was  required  by law to  withhold  or  collect  have been duly  withheld  or
collected and, to the extent required, have been paid to the proper Governmental
Authority or other  Person.  All Tax Returns filed by or on behalf of Seller and
each  Shareholder  are true,  correct and complete.  Seller has no, and will not
have any,  Liability  for Taxes of any nature  relating to periods  prior to the
Closing Date except as will be reflected in the  Financial  Statements,  and all
such Liability for Taxes reflected in the Financial  Statements shall remain the
sole obligation of the Seller and the Shareholders.

         2.6 Books and  Records.  All  Records  of the  Business  have been made
available to Buyer and are true, complete and correct. At the Closing,  all such
Records  will be in the  possession  of Seller and will be  delivered  to Buyer.
Seller  has  provided  to  Buyer a true  and  correct  copy of its  Articles  of
Incorporation,  Bylaws, and any other corporate governance documents,  including
any  shareholder's  agreements  or  agreements  with  respect to the issuance of
capital stock, to Buyer.

         2.7 Tangible Assets.  Schedule 1.1(a) contains an accurate and complete
listing  of  all  of the  Tangible  Assets.  All  of  the  Tangible  Assets  are
merchantable, in material compliance with all requirements of all-governing laws
and regulations, and in good working order and repair.

         2.8  Contracts.  Schedule  1.1(b)  contains  an accurate  and  complete
listing of all of the agreements,  licenses, leases and other contracts, whether
written or oral,  between Seller and any other Person. No amounts have been paid
to  Seller  or any  of its  Affiliates,  in  advance  in the  form  of  fees  or
compensation with respect to any Contract.  No amount is owed under any Contract
by  Seller  to any  Person  for goods or  services  received  by or on behalf of
Seller.  True, correct and complete copies of each Contract,  or with respect to
oral  agreements  written  summaries of the material  terms  thereof,  have been
delivered  to Buyer.  With  respect  to each  Contract,  including  any lease or
license under which Seller uses real property:

                  (a) Each is in full  force and  effect,  is  legal,  valid and
         binding and is  enforceable  in  accordance  with its terms.  Each will
         continue to be in full force and effect,  legal,  valid and binding and
         enforceable in accordance with its terms following the  consummation of
         the transactions contemplated hereby;

                  (b)  Seller,   and  to  the   knowledge   of  Seller  and  the
         Shareholders,  each other party,  has not defaulted under and is not in
         breach of any Contract,  and no condition  exists or event has occurred
         which, with notice or lapse of time or both, would constitute a default
         or a basis for  force  majeure  or other  claim of  excusable  delay or
         non-performance thereunder; and

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<PAGE>

                  (c) No party to any  Contract  has  repudiated  any  provision
         thereof,  and there has been no indication or notice of  termination or
         intent to terminate given, orally or in writing, by any such party.

                  (d) Except as  described  on  Schedule  1.1(b),  no consent or
         approval  of any  other  party  to any  Contract  is  required  for the
         assignment  of such Contract to Buyer and for the  consummation  of the
         transactions contemplated by this Agreement.

         2.9 Title to Assets and Related  Matters.  Seller owns and has good and
marketable  title in and to all of the Assets free and clear of all Encumbrances
and the claims or rights of any other  Person  and has the full legal  power and
authority to transfer the Assets to Buyer.  Upon Seller's transfer of the Assets
at Closing as contemplated by this Agreement,  Buyer shall acquire right, title,
and interest to the Assets,  free of any adverse claim,  Encumbrance,  right, or
interest of any nature whatsoever.  The Assets include all of the Assets used or
relied upon by Seller and the  Shareholders in the operation of the Business and
are sufficient for the conduct of the Business as operated by Seller.

         2.10 Real Property.  Schedule  1.1(c)  contains a complete and accurate
description  of all of the  Real  Property.  Seller  has a  valid  leasehold  or
ownership  interest in all of the Real  Property.  The Real Property is properly
zoned to accommodate  the Business and the business  activities  contemplated by
Buyer. The Real Property has not been sublet or assigned, and Seller is the only
Person  in  possession  of the  Real  Property.  The  Real  Property  is in good
condition  and is  served  with  utilities  sufficient  for the  conduct  of the
Business as operated by Seller.

         2.11  Compliance  with  Laws.  Seller is in  compliance  with all Legal
Requirements  applicable to it, the ownership of the Assets, or the operation of
the Business or any combination thereof, and neither Seller nor the Shareholders
have any basis to expect, nor have any of them received,  any Order,  notice, or
other  communication  from any  Governmental  Authority  or other  Person of any
alleged,  actual,  or potential  violation of or failure to comply with any such
Legal  Requirement.  Seller has  maintained  and currently has in full force and
effect  all  required,  appropriate  and  customary  licenses  and  Governmental
Authorizations to conduct the Business.

         2.12 Litigation. Neither Seller nor the Shareholders are subject to any
Order  affecting  the Assets,  the  Business,  or Seller's or the  Shareholders'
ability  to carry out the  terms of this  Agreement.  There  are no  Proceedings
pending or  threatened  against  Seller or the  Shareholders  which would affect
Seller's or the  Shareholders'  ability to carry out the terms of this Agreement
or title to the  Assets,  and  there  exist no facts to serve as a basis for any
assertion or institution of any Proceeding.

         2.13 No Broker's or Finder's Fees. No agent, broker,  investment banker
or similar  Person has acted  directly or  indirectly on behalf of Seller or the
Shareholders in connection with this Agreement or the transactions  contemplated
hereby,  and no  Person,  including  Seller or the  Shareholders,  is or will be
entitled to any broker's or finder's fee or any other  commission or similar fee
or expense,  directly or  indirectly,  in connection  with this Agreement or the
transactions contemplated hereby.

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<PAGE>

         2.14  Disclosure.  No  representation  or  warranty  of  Seller  or the
Shareholders  contained in this  Agreement or in the schedules to this Agreement
contains any untrue  statement  of a material  fact or omits to state a material
fact  necessary in order to make the statements  herein or therein,  in light of
the circumstances under which they were made, not misleading.

         2.15  Bankruptcy.  Neither  Seller nor the  Shareholders  have made any
assignment for the benefit of creditors, filed any petition in bankruptcy,  been
adjudicated insolvent or bankrupt, petitioned or applied to any tribunal for any
receiver,  conservator  or  trustee of any of them or any of their  property  or
assets,  or  commenced  any  action  or  Proceeding  under  any   reorganization
arrangement, readjustment of debt, conservation,  dissolution or liquidation law
or  statute  or any  jurisdiction;  and no such  action or  Proceeding  has been
commenced or threatened  against  Seller,  the  Shareholders or any Affiliate of
Seller or the Shareholders by any creditor, claimant,  Governmental Authority or
any other Person.

         2.5 Environmental Matters.  Seller has complied and is in compliance in
all respects with all applicable Environmental Laws.

         2.6 No Negative Trends. Seller's sales over the last twelve months have
not suffered any  significant  downturn or negative  trends in comparison to the
twelve-month  period  immediately  prior  thereto,  nor have there been any such
downturns  or  negative  trends in general in  connection  with the  Business of
Seller.  Seller has not,  within the last twelve  months,  had a customer  whose
business is  responsible  for 5% or more of Seller's  receivables  terminate  or
threaten  to  terminate  or  give  notice  of   termination  of  its  purchasing
relationship with Seller.

         2.7 Prepaid Sales.  Seller has received no cash or other  consideration
in  respect  of sales,  orders,  or gift  certificates  that  Seller  has not or
fulfilled in all respects as of the Closing Date.

         2.19     Intellectual Property.

                  (a) Schedule 2.19(a) sets forth all Intellectual Property, and
         all pending applications for and registrations of any of the foregoing,
         owned by Seller  identifying  by  jurisdiction  in which  each has been
         filed or registered  with applicable  serial or  registration  numbers.
         Seller has, and Buyer will have after the Exchange,  the  unencumbered,
         exclusive  right  to use,  commercialize,  exploit  and  transfer  such
         Intellectual Property.

                  (b) Schedule 2.19(b) sets forth all Intellectual Property used
         by Seller (other than the  Intellectual  Property set forth on Schedule
         2.19(a)) and describes the lease,  license or other agreements pursuant
         to which  Seller  has  obtained  the  right  to use  such  Intellectual
         Property. Seller has the absolute right to use, commercialize,  exploit
         and transfer to Buyer the Intellectual  Property  described on Schedule
         2.19(b) and all other  Intangible  Assets used by Seller in the conduct
         of the Business.

                  (c) The  Intellectual  Property set forth on Schedule  2.19(a)
         and Schedule  2.19(b) is all of the  Intellectual  Property that Seller
         used in the business of Seller  during the periods prior to the Closing
         Date and all of the Intellectual Property and necessary for the conduct
         of the business of Seller.  Seller's use of such Intellectual  Property
         and the other Intangible Assets does not violate or infringe the rights
         of any other Person, and the transfer to Buyer pursuant to the Exchange
         of such  rights,  will not violate or infringe  the rights of any other
         Person.  To the best knowledge of Seller and the Selling  Shareholders,
         no other Person is infringing the right of Seller any such Intellectual
         Property or other Intangible Assets. Seller is not in default (nor with
         the  giving  of notice  or lapse of time or both  would be in  default)
         under any license to use such  Intellectual  Property or any Intangible
         Assets.

                                       8
<PAGE>

         2.20 Personnel.  Schedule 2.20 contains a true and complete list of all
persons employed by the Seller, and the rate of each such person's compensation,
vacation time, sick leave,  and other leave time as of the Closing Date.  Seller
is not a party to any contract with any labor organization,  and Seller is not a
party to or bound by any  employee  benefit  plan  within the meaning of Section
3(3)  of the  Employee  Retirement  Income  Security  Act of  1974,  as  amended
("ERISA"),  or any  multiemployer  plan within the  meaning of Section  3(37) of
ERISA under which any  employee or former  employee of Seller has any present of
future  right to benefits  or under which  Seller has or may have any present or
future liability.  Seller has no fixed or contingent  liability or obligation to
or in  respect  of any person  now or  formerly  employed  by Seller and has not
incurred and will not incur any such  liability that could become a liability of
Buyer.  Unless otherwise  specified on Schedule 2.20, there is written agreement
between  Seller  and any of its  employees,  and all  employees  of  Seller  are
employed on an "at will" basis.

         2.21  Consultation  with Counsel.  Seller and each of the  Shareholders
have been advised to, and have had a full  opportunity  to, consult  independent
counsel with respect to this Agreement,  the transactions  contemplated  thereby
and  the  Exhibits  attached  thereto.  Seller  and  each  of  the  Shareholders
acknowledge  that Stoel  Rives LLP has  represented  Buyer with  respect to this
Agreement,  and  neither  Stoel  Rives LLP nor any  officer or  director  of the
Company has acted, or is acting, on behalf of Seller or either Shareholders.

         2.22     Securities Representations.
                  --------------------------

                  (a)  Representations Not Made by Buyer. Seller and each of the
         Shareholders   represents  and  affirms  that  none  of  the  following
         information has ever been represented,  guaranteed or warranted to such
         Person, expressly or by implication, by any person: (i) the approximate
         or exact length of time that Seller or any Shareholder will be required
         to remain a security  holder of Buyer;  (ii) the  percentage  of profit
         and/or  amount  of or  type  of  consideration,  profit  or  loss to be
         realized,  if any, as a result of an investment in Buyer;  or (iii) the
         possibility  that the past  performance  or  experience  on the part of
         Buyer or any affiliate, or any officer, director,  employee or agent of
         the  foregoing,  might in any way  indicate  or predict  the results of
         ownership  of any of the  Shares or the  potential  success  of Buyer's
         operations.

                  (b) Purchase for Own Account.  Seller and the Shareholders are
         the sole and true parties in interest in acquiring  the Shares.  Seller
         is acquiring the Shares with the intent to distribute the Shares to the
         Shareholders  within one (1) year of the Closing Date and has no intent
         of  distributing  the Shares to, or manage the Shares with,  any person
         other than the Shareholders.  Each of the Shareholders is acquiring the
         Shares for its own account for investment, is not purchasing the Shares
         hereby  for  the  benefit  of any  other  person,  and  has no  present
         intention  of holding or managing the Shares with others or of selling,
         distributing or otherwise disposing of any portion of the Shares.

                  (c) Disclosure and Review of  Information.  Seller and each of
         the  Shareholders   acknowledges  and  represents  that  he/she/it  has
         received  and  reviewed a copy of the  Current  Filings  (as defined in
         Section  3.5) and been  given a  reasonable  opportunity  to review all
         documents,  books and records of Buyer  pertaining to this  investment,
         and has been supplied with all additional  information concerning Buyer
         and the Shares that has been  requested by Seller or such  Shareholder,
         has  had a  reasonable  opportunity  to ask  questions  of and  receive
         answers from Buyer or its  representatives  concerning this investment,
         and that all such questions have been answered to the full satisfaction
         of Seller and such Shareholder.  Neither Seller nor any Shareholder has
         received,  and or is receiving,  any representations,  written or oral,
         from Buyer or its officers, directors,  employees,  attorneys or agents
         other than those  contained in this Agreement and the Current  Filings.
         In making his/she/its  decision to execute this Agreement and authorize
         or participate in the Exchange, each of Seller and each Shareholder has
         relied solely upon its review of the Current  Filings,  this Agreement,
         and  independent  investigations  made  by  it or  its  representatives
         without assistance of Buyer.

                                       9
<PAGE>

                  (d)   Speculative   Investment.   Seller   and   each  of  the
         Shareholders understands that (i) Seller and such Shareholder must bear
         the economic  risk of the  investment  in the Shares for an  indefinite
         period of time  because the Shares have not been  registered  under the
         Securities Act of 1933, as amended (the "Securities  Act") or qualified
         under  the  Securities  Act  or  the  securities   laws  of  any  other
         jurisdiction and (ii) the investment in Buyer represented by the Shares
         is highly speculative in nature and is subject to a high degree of risk
         of loss in whole or in part.  Seller and each  Shareholder has adequate
         means  of   providing   for   his/its   current   needs  and   possible
         contingencies,  and is able to bear the high degree of economic risk of
         this investment,  including, but not limited to, the possibility of the
         complete  loss of the  Investor's  entire  investment  and the  limited
         transferability  of the Shares,  which may make the liquidation of this
         investment impossible for the indefinite future.

                  (e)  Accredited  Investor  Status.  Seller  and  each  of  the
         Shareholders  are  "accredited  investors"  within the  meaning of Rule
         501(a)  promulgated  under the Securities Act, in that each such Person
         is one of the  following:  (i) an  organization  described  in  Section
         501(c)(3) of the Internal Revenue Code,  corporation,  Massachusetts or
         similar  business trust,  or  partnership,  not formed for the specific
         purpose of acquiring the Shares offered, with total assets in excess of
         $5,000,000,  (ii) an entity in which all equity  owners are  accredited
         investors  (as defined in subsection  (iii) below),  or (iii) a natural
         person  whose  individual  net  worth,  or joint  net  worth  with that
         person's spouse,  at the time of his purchase  exceeds  $1,000,000 or a
         natural  person who had an  individual  income in excess of $200,000 in
         each of the two most recent  years or joint  income with that  person's
         spouse  in  excess  of  $300,000  in  each  of  those  years  and has a
         reasonable expectation of reaching the same income level in the current
         year.  Seller has its principal place of business in the state of Utah.
         Each of the Shareholders is a resident of the State of Utah.

                  (f) Investment Experience. Seller and each of the Shareholders
         have experience as an investor in securities and each acknowledges that
         he/she/it can bear the economic  risk of its  investment in the Shares.
         By  reason  of  Seller's  and  each of the  Shareholders'  business  or
         financial  experience  or the business or financial  experience  of its
         professional  advisors  who  are  unaffiliated  with  and  who  are not
         compensated  by Buyer  or any  affiliate  or  selling  agent of  Buyer,
         directly or  indirectly,  Seller and each of the  Shareholders  has the
         capacity to protect its own interests in  connection  with its purchase
         of the Shares.  Seller has not been organized solely for the purpose of
         acquiring the Shares.

                  (g)  Restricted  Shares.  Seller and each of the  Shareholders
         understands  that the  Shares are and will be  "restricted  securities"
         under the Securities Act inasmuch as they are being acquired from Buyer
         in a transaction not involving a public  offering,  and that, under the
         Securities Act and applicable regulations  thereunder,  such Shares may
         be resold without registration under the Securities Act only in certain
         limited  circumstances.  In this  connection,  Seller  and  each of the
         Shareholders  represents  that  he/she/it  is  familiar  with  Rule 144
         promulgated  under the  Securities  Act, as  presently  in effect,  and
         understands  the  resale   limitations   imposed  thereby  and  by  the
         Securities Act.

                                       10
<PAGE>

                  (h)  Legends.   The  Seller  and  each  of  the   Shareholders
         understands that the  certificates  evidencing the Shares will bear the
         legend set forth below, together with any other legends required by the
         laws of the  State  of Utah  and  any  other  state  or  province  with
         jurisdiction:

                  THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                  OF 1933,  AS AMENDED,  OR  QUALIFIED  UNDER  APPLICABLE  STATE
                  SHARES LAWS AND HAVE BEEN TAKEN FOR  INVESTMENT  PURPOSES ONLY
                  AND NOT  WITH A VIEW TO OR FOR  SALE IN  CONNECTION  WITH  ANY
                  DISTRIBUTION  THEREOF.   THESE  SHARES  MAY  NOT  BE  SOLD  OR
                  OTHERWISE  TRANSFERRED  UNLESS A REGISTRATION  STATEMENT UNDER
                  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  IS IN EFFECT WITH
                  RESPECT TO SUCH SHARES OR THE COMPANY HAS  RECEIVED AN OPINION
                  IN FORM AND SUBSTANCE  SATISFACTORY  TO THE COMPANY  PROVIDING
                  THAT AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF THE
                  SECURITIES ACT OF 1933, AS AMENDED, IS AVAILABLE.

         The  legend  set  forth  above  shall  be  removed  by  Buyer  from any
         certificate evidencing any of the Shares only (i) upon receipt by Buyer
         of an opinion  in form and  substance  satisfactory  to Buyer that such
         legend  may be  removed  pursuant  to Rule 144  promulgated  under  the
         Securities Act, or (ii) upon confirmation that a registration statement
         under the  Securities Act is at that time in effect with respect to the
         legended Share and that such transfer will not jeopardize the exemption
         or exemptions from registration  pursuant to which the respective Share
         was issued.

                                   ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF BUYER

         For the purpose of inducing  Seller and the  Shareholders to enter into
this Agreement and with the knowledge that Seller and the Shareholders will rely
on the  following  representations  and  warranties,  as of the of Closing Date,
Buyer represents and warrants to Seller and the Shareholders as follows:

         3.1  Authority.  Buyer has full  power and  authority  to  execute  and
deliver this Agreement and to perform its obligations hereunder.  This Agreement
has been duly and validly  executed and delivered by Buyer and  constitutes  the
legal,  valid  and  binding  agreement  of Buyer  enforceable  against  Buyer in
accordance  with its  terms,  except as such  enforceability  may be  limited by
bankruptcy and the laws affecting the enforcement of creditors' rights generally
or equitable principles.

         3.2 Organization,  Existence,  Good Standing and Capitalization.  Buyer
(i) is a corporation duly organized, validly existing and in good standing under
the laws of the State of  Delaware,  (ii) is  qualified  to do business in every
jurisdiction in which its ownership of property or conduct of business  requires
it to  qualify  (iii) has full  corporate  power and  authority  to carry on its
business as now being  conducted,  to own and operate its properties and assets.
As of the date of this  Agreement,  the only  authorized  capital stock of Buyer
consists of 50,000,000  shares of Common Stock,  of which  22,972,245 are issued
and outstanding.

                                       11
<PAGE>

         3.3  Litigation.  Buyer  is not  subject  to any  Order  affecting  the
business  or assets of Buyer or  Buyer's  ability to carry out the terms of this
Agreement.  There are no  Proceedings  pending  and, to the  knowledge of Buyer,
threatened  against  Buyer who would have a material  assets on the  business or
operations of Buyer or affect Buyer's to carry out the terms of this Agreement.

         3.4 Consents and Approvals; No violation. Neither Buyer's execution and
delivery  of  this  Agreement,  nor  Buyer's  consummation  of the  transactions
contemplated  hereby will: (i) violate or conflict  with,  result in, or require
the creation or imposition  of, any  Encumbrance  upon or with respect to any of
the Assets  pursuant to, (ii) require  Buyer to make any filing or  registration
with, give notice to, or obtain any consent,  approval or authorization from any
Governmental Authority or any other Person (including  creditors),  (iii) result
in a breach of, or  constitute  (with or without  due notice or lapse of time or
both) a  default  (or give  rise to any right of  termination,  cancellation  or
acceleration) under, any provision of the Articles of Incorporation or Bylaws of
the Buyer, any Legal  Requirement  binding upon Buyer, any contract,  agreement,
license,   lease,   instrument  or  other   arrangement,   or  any  Governmental
Authorization or other instrument or obligation to which Buyer is a party, or by
which Buyer may be bound or to which any of its assets may be subject.

         3.5 No Broker's or Finder's Fees. No agent,  broker,  investment banker
or  similar  Person  has  acted  directly  or  indirectly  on behalf of Buyer in
connection with this Agreement or the transactions  contemplated  hereby, and no
Person, is or will be entitled to any such broker's or finder's fee or any other
commission or similar fee or expense, directly or indirectly, in connection with
this Agreement or the transactions contemplated hereby.

         3.6 SEC Filings. Seller has filed all reports, registration statements,
forms and other  documents  that it is required to file with the  Securities and
Exchange  Commission (the "SEC").  Seller has made a available to Buyer true and
correct copies of Seller's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2000, Annual Report on Form 10-KSB for the fiscal year ended March
31, 2000 (as  amended),  and Proxy  Statement  on Form 14A for its  shareholders
meeting scheduled November 16, 2000 (the "Current Filings"). None of the Current
Filings  includes  any untrue  statement  of  material  fact or omits to state a
material fact  necessary in order to make the  statements  made, in light of the
circumstances under which they were made, not misleading.

                                    ARTICLE 4
                CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER

         The obligations of Buyer to consummate the transactions contemplated by
this  Agreement  at the  Closing  are subject to  fulfillment  of the  following
conditions,  any one or more of which may be waived in whole or in part by Buyer
in the manner provided for herein.

         4.1 Representations and Warranties True at Closing. The representations
and  warranties  of Seller and the  Shareholders  contained  in this  Agreement,
including the schedules to this Agreement, shall be true as of the Closing Date.
The schedules to this Agreement and any other  documents  referred to herein and
delivered by Seller  pursuant  hereto  (including the Most Recent Balance Sheet)
shall be true,  correct and complete with respect to the subject  matter thereof
as of the Closing Date.

                                       12
<PAGE>

         4.2 Seller's  Performance;  Compliance with  Agreement.  Seller and the
Shareholders shall have performed and complied with all obligations, agreements,
covenants,  deliveries and conditions required by this Agreement to be performed
or complied with by it on or before the Closing Date. After the date hereof, the
Business  shall have been  operated by Seller in the ordinary  course and Seller
shall not have taken any action that could be detrimental to the Business or the
Assets.

         4.3 Authorization; Third Party Consents. Seller shall have obtained all
consents or approvals necessary to transfer the Assets to Buyer.

         4.4 Good Title to Seller.  Seller shall have  transferred and delivered
all of the  Assets  to  Buyer,  free  and  clear of all  Encumbrances,  with all
transfer and other taxes,  if any,  required by the laws of the State of Utah to
be paid by Seller.

         4.5 No Litigation.  No Proceeding shall be pending or threatened before
any  court  or  quasi-judicial  or  administrative  agency  of any  Governmental
Authority,  in any federal,  state, local, or foreign jurisdiction or before any
arbitrator wherein an unfavorable injunction,  judgment,  Order, decree, ruling,
or charge would (a) prevent consummation of any of the transactions contemplated
by this  Agreement,  (b)  cause  any of the  transactions  contemplated  by this
Agreement to be rescinded  following  consummation,  or (c) affect adversely the
right of Buyer to own the Assets, and to operate the Business.

         4.6 Due  Diligence.  Buyer  shall  have  been  satisfied,  in its  sole
judgment,  with the results of its due diligence investigation regarding Seller,
the Assets, and the Business.

                                    ARTICLE 5
                CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER

         The  obligations  of Seller  and the  Shareholders  to  consummate  the
transactions  contemplated  by this  Agreement at the Closing are subject to the
fulfillment of the following conditions,  any one or more of which may be waived
by Seller in the manner provided for herein:

         5.1 Representations and Warranties True at Closing. The representations
and warranties of Buyer contained in this Agreement  shall be true,  correct and
complete in all material respects as of the Closing Date.

         5.2 Buyer's  Performance;  Compliance with Agreement.  Buyer shall have
performed  and  complied  with  all  obligations,   agreements,   covenants  and
conditions  required by this Agreement to be performed or complied with by Buyer
on or before the Closing Date.

                                       13
<PAGE>

                                    ARTICLE 6
                       COVENANTS OF PARTIES AFTER CLOSING

         Each of the parties hereto agrees as follows with respect to the period
beginning immediately after the Closing:

         6.1 Further  Assurances of Seller and the Shareholders.  Seller and the
Shareholders,  and each of them,  will,  upon the  request of Buyer from time to
time after the Closing, execute and deliver, and use their best efforts to cause
other  Persons  to  execute  and  deliver,   all  such  further   documents  and
instruments,  and will do or use  their  best  efforts  to cause to be done such
other  acts,  as Buyer  may  reasonably  request  in order  to  consummate  more
completely and make effective the transactions contemplated hereby.

         6.2 Noncompetition,  Nonsolicitation  and Nondisclosure.  As a material
term of this  Agreement  and in order to  protect  the  Goodwill  and the  trade
secrets and the  Business and Assets  being  purchased by Buyer,  Seller and the
Shareholders,  jointly and severally, covenant and agree that, during the period
commencing on the Closing Date and continuing for three (3) years:

                  (a) Neither  Seller,  the  Shareholders,  nor any affiliate of
         Seller  or the  Shareholders  shall,  directly  or  indirectly,  either
         individually or on behalf of or with any Person, engage in the Business
         (other than on behalf of Buyer) in the State of Utah.

                  (b) Neither  Seller,  the  Shareholders,  nor any affiliate of
         Seller  or the  Shareholders  shall,  directly  or  indirectly,  either
         individually or on behalf of or with any Person,  solicit,  directly or
         indirectly,  any person  who is, as of the  Closing  Date,  or has been
         during the two years preceding the Closing Date, a customer of Seller.

                  (c) Neither Seller nor the Shareholders  shall, nor shall they
         cause any of their respective Affiliates to, employ any person employed
         by Buyer during the Covenant Period or make any other solicitation with
         respect  to  the  employment  of  such a  person,  unless  Buyer  first
         terminated the employment of such person.

                  (d) Unless otherwise  required by law or expressly  authorized
         in writing by Buyer,  neither Seller nor Shareholder  shall,  nor shall
         they cause any of their respective Affiliates to use for the benefit of
         any person other than Buyer or, disclose  directly or indirectly to any
         Person not in the employ of Buyer any information concerning the Assets
         or the Business or the business  activities of Buyer not  rightfully in
         the public domain,  including lists of customers or suppliers,  pricing
         strategies,  business  files and records,  trade  secrets and financial
         information.

                  (e) The  parties  hereto  agree that the scope,  duration  and
         geographic  area for which the  covenants in this Section 6.2 are to be
         effective  are  reasonable.  In the event  that any court of  competent
         jurisdiction   finally  determines  that  the  scope,  time  period  or
         geographic  scope of any such covenant is unreasonable or excessive and
         that any  covenant is to that extent  made  unenforceable,  the parties
         agree that the  restrictions  of this  Section 6.2 shall remain in full
         force and effect for the greatest scope, the greatest time period,  and
         within  the  greatest   geographic   area  that  would  not  render  it
         unenforceable  (and such court is hereby  authorized  to so modify this
         Section 6.2). The parties intend that each of the covenants in Sections
         6.2(a),  6.2(b),  6.2(c)  and  6.2(d)  shall be deemed to be a separate
         covenant.

                                       14
<PAGE>

                  (f) The  covenants  of  Seller  and  each of the  Shareholders
         contained in this Section 6.2 are joint and several and  independent of
         any  covenants of Buyer  contained  herein or in any other  document or
         instrument delivered in connection herewith or pursuant hereto, and any
         breach by Buyer of any such  covenant  shall not  justify any breach by
         Seller or the  Shareholders  of their  respective  covenants under this
         Section 6.2.

                  (g) The Shares  issued to Seller  and the other  consideration
         provided by Buyer to Seller and the Shareholders  hereunder  constitute
         adequate and sufficient  consideration  for Seller's and  Shareholder's
         covenants under this Section 6.2.

                  6.3 Proration of Taxes/Costs.  All personal property taxes and
assessments  for  2000  pertaining   directly  to  the  Assets  and  all  taxes,
assessments,  rent  payments and  utilities  shall be prorated as of the Closing
Date. All personal  property taxes and all taxes and  assessments to be prorated
in accordance  herewith  shall be deemed to be equal to the amounts  assessed to
Seller with respect to such taxes and  assessments  for the last full period for
which such taxes or assessments  were assessed.  Seller shall be responsible for
all taxes and assessments  relating to the period prior to the Closing date, and
Buyer  shall be  responsible  for all taxes and  assessments  arising  after and
relating to periods following the Closing. In the event the amount of any tax or
assessment to be prorated in  accordance  herewith is not  ascertainable  at the
Closing,  such  amount  shall be  deemed  to be equal  (on a pro rata  basis for
partial  periods) to the amounts paid by Seller for the last full billing period
relating to each of such items immediately preceding the Closing Date.

                  6.4  Payment  of  Costs.  Each  of  Buyer,   Seller,  and  the
Shareholders  shall  bear his,  her or its own costs  and  expenses  (including,
without  limitation,  fees and  expenses of  business  brokers,  legal  counsel,
accountants   and  other   facilitators   and  advisors,   except  as  otherwise
specifically  set forth  herein)  incurred at any time in  connection  with this
Agreement and the transactions contemplated hereby.

                  6.5  Market  StandOff  Agreement.   Seller  and  each  of  the
Shareholders  agree that that,  during  the period of  duration  (up to, but not
exceeding  180 days)  specified by Buyer and an  underwriter  of Common Stock or
other  securities  of  Buyer,   following  the  date  of  the  final  prospectus
distributed in connection with a registration statement of Buyer filed under the
Securities  Act,  neither  Seller  nor such  Shareholders  shall,  to the extent
requested by Buyer and such  underwriter,  directly or indirectly sell, offer to
sell, contract to sell (including, without limitation, any short sale), grant an
option to purchase or otherwise transfer or dispose of (other than to donees who
agree to be similarly  bound) any  securities  of the Buyer held by he/she/it at
any time during such period except Common Stock  included in such  registration.
In order to enforce the  foregoing  covenants,  Buyer may impose  stop  transfer
instructions with respect to the Shares until the end of such period, and Seller
and each Shareholders agrees that, if so requested,  he/she/it shall execute and
agreement in the form  provided by the  underwriter  containing  terms which are
essentially consistent with the provisions of this Section.

                  6.6  Nomination  of  Appointee  of Seller to Board.  Until the
later of (a) five  years  from the  Closing  Date,  and (b) the date  Seller has
consummated an underwritten  public  offering,  Buyer agrees to include a person
designated by Holland among the nominees for director of Buyer at each annual or
special meeting at which directors are elected.

                                       15
<PAGE>

                  6.7  Indemnification  for Breach of Contracts.  Seller has not
provided Buyer evidence that Seller has obtained  consents to assignment of each
of the Contracts which, by its terms, requires consent to assignment or declares
an assignment to be a default.  Buyer,  Seller and the Shareholders  agree that,
after  Closing,  each will use  commercially  reasonable  efforts  to secure all
consents  necessary  for  assignment  of all  of  the  Contracts  to  Buyer.  In
consideration of Buyer's willingness to consummate the transactions contemplated
by this Agreement  absent all necessary  consents,  Seller and the  Shareholders
jointly and severally unconditionally,  absolutely,  irrevocably and jointly and
severally agree to and shall defend, indemnify and hold harmless Buyer, and each
of Buyer's officers, directors,  employees,  successors or from and against, and
shall reimburse Buyer's  Indemnified Persons for, each and every Loss threatened
against,  paid or incurred  by, or imposed on, any Buyer's  Indemnified  Person,
directly  or  indirectly,  relating  to,  resulting  from or arising  out of the
assignment to and  assumption by Buyer of the Contracts in violation of terms in
such  Contracts   requiring  (directly  or  indirectly)  prior  consent  to  any
assignment  of the  Contract  by  Seller.  Any dollar  limitations  set forth in
Section 7.2 shall not apply to any indemnification obligation arising under this
Section  6.7.  The   procedures   set  forth  in  Section  7.4  shall  apply  to
indemnification obligations arising under this Section 6.7.

                                    ARTICLE 7
                             DEFAULT/INDEMNIFICATION

         7.1 Default.  If Seller or any Shareholder shall breach any of Seller's
or any Shareholders  representations,  warranties or covenants contained in this
Agreement,  Buyer shall give written  notice of such breach to the  Shareholders
and the Shareholders shall have thirty (30) days after receipt of such notice to
cure the default or breach.  If the Shareholders  shall not cure such default or
breach  within  such  thirty  (30) day cure  period,  Buyer shall be entitled to
pursue the indemnification  relief set forth in Sections 7.2 through 7.4 of this
Article  7  or  any  other   remedy   available  at  law  or  equity  to  Buyer.
Notwithstanding  anything  in  this  Section  7.1 to the  contrary,  the  notice
requirement  and  thirty  (30) day  right to cure  period  provided  for in this
Section 7.1 shall not apply if Buyer has been sued or is  threatened  with legal
action as a result of Seller's or a  Shareholder's  default or breach under this
agreement  and,  in such  case,  shall be  immediately  entitled  to pursue  the
provisions  of Sections 7.2 through  7.4. In addition,  the thirty (30) day cure
period  shall not apply to a breach by  Seller  of the  covenants  contained  in
Section 6.2 hereof and in the event Seller or the Shareholders  shall breach the
provisions of Section 6.2,  Buyer shall be entitled to the remedies set forth in
Sections  7.2 through 7.4 and all other  remedies  available at law or in equity
immediately upon Buyer becoming aware of such breach.

         7.2  Indemnification  by Seller  and the  Shareholders.  Seller and the
Shareholders jointly and severally unconditionally,  absolutely, irrevocably and
jointly and  severally  agree to and shall  defend,  indemnify and hold harmless
Buyer, and each of Buyer's officers, directors, employees, successors or assigns
(Buyer and such persons are collectively referred to as the "Buyer's Indemnified
Persons") from and against, and shall reimburse Buyer's Indemnified Persons for,
each and every Loss threatened against,  paid or incurred by, or imposed on, any
Buyer's Indemnified Person, directly or indirectly,  relating to, resulting from
or arising out of: (a) any  inaccuracy in any  representation  or warranty,  any
breach or  nonfulfillment  of any  covenant,  agreement or other  obligation  of
Seller or any Shareholder under this Agreement,  the schedules to the Agreement,
or any agreement,  certificate or other document delivered or to be delivered by
Seller or one or both Shareholders pursuant hereto in any respect; (b) any claim
made based on facts alleged  which,  if true,  would have  constituted  any such
inaccuracy,  breach or  nonfulfillment;  (c) the  ownership  or operation of the
Assets or any activities with respect to the Assets or the Business prior to the
Closing Date; or (d) the  application  or any violation of, or failure to comply

                                       16
<PAGE>

with,  any Legal  Requirement  to or by Seller or any  Shareholder  prior to the
Closing  Date.  With  respect to matters not  involving  Proceedings  brought or
asserted by third parties,  within thirty (30) days after  notification from any
of Buyer's  Indemnified  Persons supported by reasonable  documentation  setting
forth  the  nature  of  the  circumstances  entitling  any  or  all  of  Buyer's
Indemnified Persons to indemnity hereunder,  Seller and/or the Shareholders,  at
no cost or expense to Buyer's  Indemnified  Persons,  shall diligently  commence
resolution  of  such  matters  in a  manner  reasonably  acceptable  to  Buyer's
Indemnified Persons and shall diligently and timely prosecute such resolution to
completion;  provided,  however,  with respect to those valid claims that may be
satisfied  by payment of a  liquidated  sum of money and which are not  disputed
reasonably  and in good faith by Seller or the  Shareholders,  Seller and/or the
Shareholders  shall  promptly pay the amount so claimed.  If  litigation  or any
other  Proceeding is commenced or threatened by a third party, the provisions of
Section  7.4  below  shall  control  over the  immediately  preceding  sentence.
Notwithstanding  anything  herein  to  the  contrary,  neither  Seller  nor  any
Shareholder shall have any liability under this Section 7.2 unless the aggregate
Loss (or alleged  Loss)  exceeds  $50,000.  Moreover,  Notwithstanding  anything
herein to the contrary,  the aggregate  liability of Seller and all Shareholders
(jointly and severally) under this Section 7.2 shall not exceed $250,000.

         7.3  Indemnification  by Buyer. Buyer  unconditionally,  absolutely and
irrevocably  agrees to and shall defend,  indemnify and hold harmless Seller and
each  Shareholder  from  and  against,  and  shall  reimburse  Seller  and  each
Shareholder for, each and every Loss paid,  imposed on or incurred by Seller and
each Shareholder, directly or indirectly, relating to, resulting from or arising
out of any  inaccuracy  in any  representation  or  warranty  or any  breach  or
nonfulfillment  of any  covenant,  agreement or other  obligation of Buyer under
this Agreement or under any agreement,  certificate or other document  delivered
or  to  be  delivered  by  Buyer  pursuant  hereto  in  any  material   respect.
Notwithstanding  anything  herein  to the  contrary,  Buyer  shall  not have any
liability  under this Section 7.3 unless the  aggregate  Loss (or alleged  Loss)
exceeds $50,000. Moreover,  Notwithstanding anything herein to the contrary, the
aggregate liability of Buyer under this Section 7.3 shall not exceed $250,000.

         7.4 Notice and Defense of Third Party Claims.  If any Proceeding  shall
be brought or asserted under this Article 7 against an indemnified  party or any
successor  thereto  (the  "Indemnified  Person")  by a third party in respect of
which indemnity may be sought under this Article 7 from an  indemnifying  person
or any successor thereto (the  "Indemnifying  Person"),  the Indemnified  Person
shall  undertake the defense,  compromise or settlement of such  Proceeding with
counsel reasonably  satisfactory to the Indemnified Person, and the Indemnifying
Person  shall  assume  and pay all  fees,  costs  and  expenses  relating  to or
associated with the Indemnified Person's defense thereof, including all fees and
costs of  counsel  and the  payment  of all costs  and  expenses  in  connection
therewith.  The  Indemnified  Person  shall not  compromise  or settle  any such
litigation  without the consent of the Indemnifying  Person,  which shall not be
unreasonably  withheld.  The Indemnified Person shall give prompt written notice
of such  Proceeding  to the  Indemnifying  Person;  provided,  that any delay or
failure to so notify the  Indemnifying  Person  shall  relieve the  Indemnifying
Person of its  obligations  hereunder  only to the extent,  if at all,  that the
Indemnifying Person is materially prejudiced by reason of such delay or failure.
Actual or threatened action by a Governmental Authority or other Person is not a
condition or prerequisite to the Indemnifying  Person's  obligations  under this
Article  7. In  connection  with the  Indemnified  Person's  defense of any such
Proceeding,  the Indemnifying Person shall, reasonably and in good faith, assist
and  cooperate in the defense  thereof.  As a condition to asserting  any rights
under this Article 7, each of Buyer's  Indemnified Persons must appoint Buyer as
its sole agent for all matters relating to any claim under this Article 7.

                                       17
<PAGE>

                                    ARTICLE 8
                                   TERMINATION

         8.1  Termination  of  Agreement.  The  parties  to this  Agreement  may
terminate this Agreement as provided below: ------------------------

         (a) Buyer and Seller may  terminate  this  Agreement by mutual  written
consent at any time prior to the Closing;

                   (b) Buyer may  terminate  this  Agreement  by giving  written
         notice  to  Seller at any time  prior to the  Closing  (i) in the event
         Seller has breached any material representation,  warranty, or covenant
         contained in this Agreement in any material respect, Buyer has notified
         Seller of the breach,  and the breach has continued  without cure for a
         period  of five (5) days  after  the  notice  of  breach or (ii) if the
         Closing  shall not have  occurred on or before  November 15,  2000,  by
         reason of the failure of any condition precedent under Article 4 hereof
         (unless the failure results  primarily from Buyer itself  breaching any
         representation, warranty, or covenant contained in this Agreement); and

                  (c) Seller may  terminate  this  Agreement  by giving  written
         notice to Buyer at any time prior to the Closing (i) in the event Buyer
         has  breached  any  material  representation,   warranty,  or  covenant
         contained  in  this  Agreement  in any  material  respect,  Seller  has
         notified Buyer of the breach, and the breach has continued without cure
         for a period of five (5) days after the notice of breach or (ii) if the
         Closing  shall not have  occurred on or before  November 15,  2000,  by
         reason of the failure of any condition precedent under Article 5 hereof
         (unless the failure results  primarily from Seller itself breaching any
         representation, warranty, or covenant contained in this Agreement).

         8.2  Effect  of  Termination.  If  any  party  hereto  terminates  this
Agreement  pursuant to Section  8.1 above,  all rights and  obligations  of such
parties hereunder shall terminate without any Liability of any such party to any
other such  party,  provided  that,  if the  Agreement  is  terminated  by Buyer
pursuant  to  Section  8.1(b)  or  Seller  pursuant  to  Section   8.1(c),   the
non-terminating  party shall be liable to the  terminating  party, as liquidated
damages and not as a penalty, for all third party costs and expenses incurred by
the terminating  party in connection with the transactions  contemplated by this
Agreement in an amount up to $10,000  including,  but not limited to,  attorneys
and accountants fees,  travel expenses,  financing costs incurred to finance the
transactions  contemplated hereby, and any other out-of-pocket costs or expenses
incurred by the  terminating  party  (including  reasonable  attorney's fees and
court costs incurred by such party to collect such amounts owed pursuant to this
Section  8.2).  The  recovery of such costs and  expenses  shall be the sole and
exclusive  remedy  of  the  terminating  party  hereunder  in the  event  of the
termination of this Agreement as a result of the provisions of Section 8.1(b) or
8.1(c).  In the event  that a  condition  precedent  to its  obligations  is not
satisfied,  nothing  contained  herein  shall be deemed to require  any party to
terminate  this  Agreement,  rather than to waive such  condition  precedent and
proceed with the Closing.  This Agreement shall terminate  automatically  if the
Closing Date has not occurred on or prior to November 15, 2000.

                                    ARTICLE 9
                                  MISCELLANEOUS

         9.1 Survival of Representations and Warranties. All representations and
warranties  of the parties  hereto shall  survive the Closing and continue for a
period of two (2) years.

                                       18
<PAGE>

         9.2  Amendment  and  Modification.   This  Agreement  may  be  amended,
modified, terminated, rescinded or supplemented only by written agreement signed
by the parties hereto.

         9.3  Waiver;  Consents.  Any  failure  of a party  to  comply  with any
obligation,  covenant, agreement or condition herein may be waived by each party
affected thereby only by a written  instrument signed by the party granting such
waiver. No waiver, or failure to insist upon strict compliance,  by any party of
any term or condition  or any breach of any term or condition  contained in this
Agreement,  in any one or more instances,  shall be construed to be a waiver of,
or estoppel  with respect to, any other term or condition or any other breach of
the same. Whenever this Agreement requires or permits consent by or on behalf of
any party hereto,  such consent shall be given in writing in a manner consistent
with the requirements for a waiver.

         9.4 Notices. All notices and other communications hereunder shall be in
writing  and  shall be  deemed  to have  been  duly  given  when  (i)  delivered
personally,  or (ii)  sent by  telecopier  (with  receipt  confirmed),  or (iii)
received by the  addressee,  if sent by Express Mail,  Federal  Express or other
express delivery  service (receipt  requested) or (iv) four (4) days after being
sent by registered or certified mail, return receipt requested,  in each case to
the other party at the following  addresses and  telecopier  numbers (or to such
other address or telecopier number for a party as shall be specified in writing;
provided  that  notices  of a change of address or  telecopier  number  shall be
effective only upon receipt thereof):

         if to Seller, to:

                  Ensign Information Systems
                  2855 East Cottonwood Center
                  Salt Lake City, Utah  84121
                  Facsimile: (801) 365 - 0107
                  Attn: Richard Holland

         if to any Shareholder, to the address and/or facsimile number specified
         below such Shareholder's name on the signature page hereof;

         if to Buyer, to:

                  Sundog Technologies, Inc.
                  10542 South Jordan Gateway, Suite 200
                  South Jordan, UT  84095
                  Attn: President
                  Facsimile: (801) 501-0701

         9.5 Assignment.  This Agreement and all of the provisions  hereof shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective  successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder shall be assigned by Seller or
any  Shareholder  without the prior written  consent of Buyer.  Buyer may freely
assign this Agreement and its rights,  interests and obligations  hereunder with
or without the consent of Seller.

                                       19
<PAGE>

         9.6 Severability. Any provision hereof prohibited by or deemed unlawful
or unenforceable  under any applicable law of any jurisdiction shall, as to such
jurisdiction,  be  ineffective  without  affecting  any other  provision of this
Agreement.  To the full extent,  however, that the provisions of such applicable
law may be waived,  they are  hereby  waived to the end that this  Agreement  be
deemed to be a valid and binding  agreement  enforceable in accordance  with its
terms.  In the event that any term or provision of this Agreement  shall be held
invalid  by a  competent  court or  government  agency,  the  remainder  of this
Agreement shall not be affected thereby and the parties hereto shall continue to
be bound by the  remaining  terms  hereof.  In such event,  the relevant term or
provision (or should such term(s) or  provision(s)  be a crucial element of this
Agreement,  then the entire Agreement) shall be renegotiated by the parties in a
good faith effort to achieve mutual  agreement  consistent with such holding and
the  parties  shall  continue  to  perform  under  this  Agreement  in a  manner
consistent with its intent and objectives.

         9.7 Governing Law. This Agreement shall be deemed to have been executed
in the  State of Utah and  shall be  governed  by the laws of the State of Utah,
(regardless  of the laws that  might  otherwise  govern  under  applicable  Utah
principles  of  conflicts  of  law)  as to all  matters,  including  matters  of
validity, construction,  effect, performance, and remedies. The parties agree to
submit to the  jurisdiction  of the  courts in the State of Utah and the  United
States  District  Court,  District of Utah, any claims or lawsuits  arising form
this Agreement, and waive any objections based on inconvenient forum.

         9.8  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together  shall  constitute  one and the same  agreement.  This Agreement may be
executed by facsimile signatures, each of which will be deemed an original.

         9.9  Entire  Agreement.  This  Agreement,  including  the  instruments,
memoranda,  certificates,  schedules,  exhibits, and other documents referred to
herein, embodies the entire agreement and understanding of the parties hereto in
respect of the  subject  matter  contained  herein.  There are no  restrictions,
promises,  representations,  warranties,  covenants,  or undertakings other than
those expressly set forth or referred to herein.  This Agreement  supersedes all
prior  agreements  and  understandings  between the parties with respect to such
subject matter.

         9.10  Attorneys'  Fees.  In the  event any party  hereto  institutes  a
Proceeding  against  any other  party  hereto for a claim  arising  out of or to
enforce this  Agreement,  the party that  prevails by enforcing  this  Agreement
shall be entitled to recover  reasonable  attorneys'  fees,  costs and  expenses
incurred, in addition to any other relief to which they may be entitled.

         9.11  Construction.  This  Agreement  shall be  construed as though all
parties had drafted it.  Whenever  the  context may  require,  any pronoun  used
herein shall include the corresponding masculine,  feminine or neuter forms, and
the singular form of nouns, pronouns and verbs shall include the plural and vice
versa.  Each of the  foregoing  genders and plurals is  understood to refer to a
corporation, partnership or other legal entity when the context so requires. The
boldfaced and  underlined  section  descriptions  shall be and are for reference
only and shall not be deemed to alter to limit the meaning of this  Agreement in
any way.

         9.12  Non-Exclusivity  of  Remedies.  The  rights and  remedies  of the
parties hereto shall not be mutually exclusive,  and the exercise of one or more
of the provisions of this Agreement shall not preclude the exercise of any other
provision. Each of the parties confirms that damages at law may be an inadequate
remedy  for a breach  or  threatened  breach  of any of the  provisions  hereof,
including,   without   limitation,   Section  6.2.  The  respective  rights  and
obligations hereunder shall be enforceable by specific performance,  injunction,
or other  equitable  remedy,  but,  except as set forth in Sections 7.2, 7.3 and
8.2, nothing herein contained is intended to or shall limit or affect any rights
at law or by statute or otherwise of any party hereto as against the other party
for a breach or threatened breach of any provision hereof.

                                       20
<PAGE>

         9.13 Risk of Loss. Seller shall retain all risk of loss with respect to
the Assets until the Assets have been tendered to Buyer at or following Closing.

         9.14 Public Announcements. Any public announcement or similar publicity
with respect to this  Agreement or the Exchange  shall be issued,  if at all, at
such time and in such manner as Buyer shall determine. ARTICLE IV

                                   DEFINITIONS

         10.1 For the purposes of this Agreement, the following terms shall have
the meanings specified or referred to below whether or not capitalized when used
in this  Agreement.  Any  reference or citation to a law,  statute or regulation
shall be deemed to include any amendments to that law, statute or regulation and
judicial and administrative interpretations of it.

                  (a) "Agreement"  means this Asset Purchase and Sale Agreement,
         including  the  exhibits  and  appendices  hereto,   which  are  hereby
         incorporated herein.

                  (b) "Common Stock" means the common stock, $.001 par  value of
         Buyer.

                  (b)  "Encumbrance"  means  any  lien,  pledge,  hypothecation,
         charge,  mortgage,  deed  of  trust,  security  interest,  encumbrance,
         equity,  trust,  equitable  interest,  claim,  easement,  right-of-way,
         servitude, right of possession,  lease tenancy, license,  encroachment,
         burden, intrusion, covenant, infringement, interference, proxy, option,
         right of first refusal,  community property interest,  legend,  defect,
         impediment, exception, condition, restriction, reservation, limitation,
         impairment,  imperfection of title,  restriction on the transfer of any
         security  or other  asset,  restriction  on the  receipt  of any income
         derived  from any  security  or other  asset,  and  restriction  on the
         possession,  use,  exercise  or  transfer  of any  other  attribute  of
         ownership,  whether based on or arising from common law, constitutional
         provision, statute, contract or otherwise.

                  (c)  "Environmental  Law" means all federal,  state, and local
         laws, statutes, ordinances and regulations, now or hereafter in effect,
         and in each case as amended or supplemented  from time to time, and any
         judicial  or  administrative   interpretation  thereof,  including  any
         judicial or administrative order, consent decree, or judgment, relating
         to regulation and protection of human health,  safety,  the environment
         and  natural   resources   (including   ambient  air,   surface  water,
         groundwater,  wetlands,  land surface or subsurface  strata,  wildlife,
         aquatic species and vegetation).

                  (d) "Entity" means any  corporation  (including any non-profit
         corporation),  limited liability company, general partnership,  limited
         partnership,  joint venture,  joint stock association,  estate,  trust,
         cooperative,   foundation,   union,  syndicate,   league,   consortium,
         coalition,  committee,  society,  firm,  company  or other  enterprise,
         association,  organization  or  entity  of  any  nature,  other  than a
         Governmental Authority.

                                       21
<PAGE>

                  (e) "GAAP" means generally  accepted United States  accounting
         principles, consistently applied.

                  (f) "Goodwill"  means all of the goodwill  attributable to the
         Business.

                  (g)  "Governmental  Authority" means any foreign  governmental
         authority, the United States of America, any State of the United States
         of America, any local authority and any political subdivision of any of
         the foregoing,  any  multi-national  organization  or body, any agency,
         department,   commission,  board,  bureau,  court  or  other  authority
         thereof,  or any  quasi-governmental  or private  body  exercising,  or
         purporting  to  exercise,   any   executive,   legislative,   judicial,
         administrative,  police, regulatory or taxing authority or power of any
         nature.

                  (h) "Governmental  Authorization"  means any permit (including
         any Environmental permit), license, franchise,  approval,  certificate,
         consent, ratification,  permission, confirmation,  endorsement, waiver,
         certification,   registration,   transfer,   qualification   or   other
         authorization issued,  granted, given or otherwise made available by or
         under the  authority of any  Governmental  Authority or pursuant to any
         Legal Requirement.

                  (k)  "Intellectual  Property" means all  inventions,  patents,
         improvements related to patented or unpatented  inventions,  trademarks
         and trade names  (whether  currently or formerly  used,  including  the
         names  "Ensign   Information   Systems,"  "Horizon  2000"  and  "Ensign
         Software"),  service  marks,  assumed names,  trade dress,  copyrights,
         United States,  Foreign, state and other applications and registrations
         for  and  with  respect  to any  of  the  foregoing  and  renewals  and
         continuation thereof, in each case with the goodwill symbolized thereby
         and associated  therewith,  software,  domain names,  websites,  e-mail
         addresses,  and other intellectual  property owned by Seller or used by
         Seller in its business.

                  (i)  "Legal   Requirement"   means  any  law   (including  any
         Environmental Law), statute,  ordinance,  decree,  requirement,  Order,
         treaty, proclamation, convention, rule or regulation (or interpretation
         of any  of  the  foregoing)  of,  and  the  terms  of any  Governmental
         Authorization issued by, any Governmental Authority.

                  (j) "Liability" means any debt, obligation, duty, or liability
         of  any  nature   (including   any   unknown,   undisclosed,   unfixed,
         unliquidated,  unsecured, unmatured, unaccrued, unasserted, contingent,
         conditional,  inchoate, implied, vicarious, joint, several or secondary
         liability),  regardless  of  whether  such  debt,  obligation,  duty or
         liability would be required to be disclosed on a balance sheet prepared
         in accordance with GAAP.

                  (k) "Loss" means any loss, damage,  injury,  harm,  detriment,
         decline in value, lost opportunity, Liability, exposure, claim, demand,
         Proceeding,  settlement,  judgment, award, punitive damage award, fine,
         penalty,  tax,  fee,  charge,  cost  or  expense  (including  costs  of
         attempting to avoid or in opposing the  imposition  thereof,  interest,
         penalties,  costs  of  preparation  and  investigation,  and the  fees,
         disbursements   and  expenses  of  attorneys,   accountants  and  other
         professional advisors), as well as, with respect to compliance with any
         Environmental Law.

                  (l)      [intentionally left blank]

                                       22
<PAGE>

                  (l)  "Order"  means any order,  judgment,  injunction,  edict,
         decree,  ruling,  pronouncement,   determination,   decision,  opinion,
         sentence, subpoena, consent decree, writ or award issued, made, entered
         or rendered by any court,  administrative  agency or other Governmental
         Authority or by any arbitrator.

                  (m) "Ordinary Course of Business" means the ordinary course of
         the  Business  consistent  with past  custom  and  practice  of Seller,
         including with respect to quantity and frequency.

                  (n) "Person" means any  individual,  Entity,  or  Governmental
         Authority.

                  (o)   "Proceeding"   means  any  action,   suit,   litigation,
         arbitration, lawsuit, claim, proceeding (including any civil, criminal,
         administrative,  investigative or appellate proceeding and any informal
         proceeding),  prosecution,  contest,  hearing, inquiry, inquest, audit,
         examination,   investigation,   challenge,   controversy   or   dispute
         commenced,  brought,  conducted  or heard by or  before,  or  otherwise
         involving, any Governmental Authority or any arbitrator.

                  (r) "Tax" means any federal,  state,  local or foreign income,
         gross receipts, license, payroll, employment, excise, severance, stamp,
         occupation, premium, environmental, customs duties, franchise, profits,
         withholding,  social security (or similar),  unemployment,  disability,
         real property,  personal property, sales, use, transfer,  registration,
         value added,  estimated or other tax of any kind whatsoever,  including
         any interest, penalty or addition thereto, whether disputed or not.

                  (s) "Tax Returns" means any return  (including any information
         return),   report,   statement,    declaration,    schedule,    notice,
         notification,  form, certificate or other document or information filed
         with or submitted to, or required to be filed with or submitted to, any
         Governmental   Authority   in   connection   with  the   determination,
         assessment,  collection or payment of any Tax or in connection with the
         administration, implementation or enforcement of or compliance with any
         Legal Requirement relating to any Tax.

               [intentionally left blank; signature pages follow]

                                       23
<PAGE>

         IN WITNESS  WHEREOF,  each of the parties  hereto has caused this Asset
Purchase and Sale  Agreement  dated as of November 1, 2000 to be executed on its
behalf as of the date first above written.

                                            "Buyer"

                                                 Sundog Technologies, Inc.
                                                 a Delaware corporation

                                                 By:
                                                    ----------------------------
                                                 Its:
                                                     ---------------------------


                                            "Seller"

                                                 Ensign Information Corporation,
                                                 a ____________ corporation

                                                 By:
                                                    ----------------------------
                                                 Its:
                                                    ----------------------------



                                            The "Shareholders"
                                                  /s/ Richard Holland
                                                  ------------------------------
                                                  Richard Holland, an individual

                                                 Address: ______________________

                                                Facsimile:______________________
                                                  /s/ Blake Nielson
                                                  ------------------------------
                                                  Blake Nielson, an individual

                                                 Address: ______________________

                                                Facsimile:______________________

                                       24
<PAGE>

                             Schedules and Exhibits

         Exhibits
         --------
         Exhibit A -  Bill of Sale

         Exhibit B - Assignment

         Exhibit C - Assignment and Assumption Agreement

         Exhibit D - Holland Employment Agreement

         Exhibit E - Nielsen Employment Agreement

         Schedules
         ---------
         Schedule 1.1(a) - Tangible Assets

         Schedule 1.1(b) - Contracts

         Schedule 1.1(c) - Real Property

         Schedule 1.1(g) - Excluded Assets

         Schedule 2.19(a) - Owned Intellectual Property

         Schedule 2.19(b) - License Intellectual Property

         Schedule 2.20 - Employee Information

                                       25
<PAGE>

                                 Schedule 1.1(a)
                                       to
                        Asset Purchase and Sale Agreement

                                 Tangible Assets

                                 [see attached]

                                       26
<PAGE>

                                 Schedule 1.1(b)

                                       27
<PAGE>

                                 Schedule 1.1(c)
                                       to
                        Asset Purchase and Sale Agreement

                                  Real Property

         Leased office space located at 2855 East Cottonwood Center

                                       28
<PAGE>

                                 Schedule 1.1(g)
                                       to
                        Asset Purchase and Sale Agreement

                                 Excluded Assets

                                 [See attached]

                                       29
<PAGE>

                                Schedule 2.19(a)
                                       to
                        Asset Purchase and Sale Agreement

                           Owned Intellectual Property

                                 [see attached]

                                       30
<PAGE>

                                Schedule 2.19(b)
                                       to
                        Asset Purchase and Sale Agreement

                         Licensed Intellectual Property

         None.

                                       31
<PAGE>

                                  Schedule 2.20
                                       to
                        Asset Purchase and Sale Agreement

                              Employee Information

                                 [see attached]

                                       32
<PAGE>

                                    Exhibit A
                                       To
                        Asset Purchase and Sale Agreement

                                  Bill of Sale

                                 [see attached]

                                       33
<PAGE>

                                  Bill of Sale

                                (Tangible Assets)


         THIS BILL OF SALE is executed and  delivered as of November 1, 2000, by
and between  Sundog  Technologies,  Inc., a Delaware  corporation  ("Buyer") and
Ensign Information Systems, Inc., a Utah corporation ("Seller").

                                   WITNESSETH:

         For good and valuable consideration,  the receipt and legal sufficiency
of which is hereby acknowledged, Seller hereby agrees as follows:

         1.  Definitions.  All  capitalized  terms used herein and not otherwise
defined  shall  have the  meanings  set  forth in the  Asset  Purchase  and Sale
Agreement  dated  of even  date  herewith,  among  Seller,  Buyer  and  Seller's
Shareholders (the "Asset Purchase Agreement").

         2.  Conveyance.  Seller hereby  grants,  bargains,  sells,  assigns and
transfers  unto Buyer all of Seller's  right  title,  and interest in and to the
Tangible Assets including,  without limitation,  those listed on Schedule 1.1(a)
of the Asset Purchase Agreement.

         3. Condition of Owned Assets. The Tangible Assets are being transferred
subject to all applicable  representations and warranties set forth in the Asset
Purchase Agreement and subject only to those representations and warranties.

         4. Successors and Assigns. This Bill of Sale shall inure to the benefit
of Buyer and shall be binding upon Seller,  and their respective  successors and
assigns.

         5. Applicable Law. This Bill of Sale shall be construed,  enforced, and
interpreted in accordance with the laws of the State of Utah.

         6. No Merger.  Nothing  contained  in this Bill of Sale is  intended to
effect,  or shall in any way  effect,  a merger,  elimination,  modification  or
termination of any covenant,  undertaking,  representation  or warranty or other
matter  set  forth  in  the  Asset  Purchase  Agreement.  In  the  event  of any
inconsistency  between this Bill of Sale and the Asset Purchase  Agreement,  the
Asset Purchase Agreement shall control.

                            [SIGNATURE PAGE FOLLOWS]

                                       34
<PAGE>

         IN WITNESS  WHEREOF,  Seller has  executed  this Bill of Sale as of the
date first above written.

                                 "Seller"

                                 ENSIGN INFORMATION SYSTEMS, INC.,
                                 a Utah corporation

                                 By:       _____________________________________

                                 Name:  ________________________________________

                                 Title:    _____________________________________

                                       35
<PAGE>

                                    Exhibit B
                                       To
                        Asset Purchase and Sale Agreement

                              Assignment Agreement

                                 [see attached]

                                       36
<PAGE>

                                   Assignment

                  (Intangible Assets; Records; Current Assets)

         THIS  ASSIGNMENT  is executed  and  delivered as of November 1, 2000 by
Ensign  Information  Systems,  Inc.,  a Utah  corporation  ("Seller")  to Sundog
Technologies, Inc., a Delaware corporation ("Buyer").

                                   WITNESSETH:

         For good and valuable consideration,  the receipt and legal sufficiency
of which is hereby acknowledged, Seller hereby agrees as follows:

         1. Definitions. All capitalized terms used herein but and not otherwise
defined  shall  have the  meanings  set  forth in the  Asset  Purchase  and Sale
Agreement dated of even date herewith,  by and among Seller,  Buyer and Seller's
Shareholders (the "Asset Purchase Agreement").

         2. Conveyance.  Seller hereby grants, assigns, transfers, sets over and
delivers to Buyer all of Seller's right, title and interest in and to all of the
Intangible  Assets,  Records,  Current Assets and all other Assets,  if any, not
assigned to Buyer  pursuant to the Bill of Sale  attached to the Asset  Purchase
Agreement as Exhibit A or the Assignment and  Assumption  Agreement  attached to
the Asset Purchase Agreement as Exhibit C.

         3.  Representations  and Warranties.  The Intangible  Assets,  Records,
Current Assets and other Assets are being transferred  subject to all applicable
representations  and warranties  set forth in the Asset  Purchase  Agreement and
only to  such  representations  and  warranties.  Buyer  agrees,  confirms,  and
acknowledges  that it is not  relying  upon any  representations  or  warranties
except those found in the Asset Purchase Agreement.

         4. Successors and Assigns.  This Assignment  shall inure to the benefit
of Buyer and shall be binding upon Seller,  and their respective  successors and
assigns.

         5. Applicable Law. This Assignment  shall be construed,  enforced,  and
interpreted in accordance with the laws of the State of Utah.

         6. No Merger.  Nothing  contained  in this  Assignment  is  intended to
effect,  or shall in any way  effect,  a merger,  elimination,  modification  or
termination of any covenant,  undertaking,  representation  or warranty or other
matter  set  forth  in  the  Asset  Purchase  Agreement.  In  the  event  of any
inconsistency  between this  Assignment  and the Asset Purchase  Agreement,  the
Asset Purchase Agreement shall control.


                            [SIGNATURE PAGE FOLLOWS]

                                       37
<PAGE>

         IN WITNESS WHEREOF,  Seller has executed this Assignment as of the date
first above written.

                                 "Seller"

                                 ENSIGN INFORMATION SYSTEMS, INC.,
                                 a Utah corporation

                                 By:     _______________________________________

                                 Name:  ________________________________________

                                 Title:    _____________________________________

                                       38
<PAGE>

                                    Exhibit C
                                       To
                        Asset Purchase and Sale Agreement

                       Assignment and Assumption Agreement

                                 [see attached]

                                       39
<PAGE>

                       Assignment and Assumption Agreement

                                   (Contracts)

         This Assignment and Assumption  Agreement (the "Agreement") is made and
entered  into as of  November  1, 2000 (the  "Effective  Date"),  by and between
SUNDOG  TECHNOLOGIES,  INC.,  a  Delaware  corporation,   ("Buyer")  and  ENSIGN
INFORMATION SYSTEMS, INC., a Utah corporation ("Seller").

                                   Background:

         A. Buyer,  Seller and  Seller's  Shareholders  have  entered  into that
certain  Asset  Purchase and Sale  Agreement  dated of even date  herewith  (the
"Asset Purchase Agreement").

         B.  Pursuant  to the Asset  Purchase  Agreement,  Seller  has agreed to
assign, and Buyer has agreed to assume, certain contracts,  leases, and licenses
as set forth on Schedule 1.1(b).

                                   Agreement:

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration,  the receipt and
legal  sufficiency  of which  are  hereby  acknowledged,  the  parties  agree as
follows:

         1.  Definitions.  All  capitalized  terms used herein and not otherwise
defined shall have the meanings set forth in the
 Asset Purchase Agreement.

         2.  Assignment.  Effective  as of 12:01 a.m. on the  Closing  Date (the
"Cut-Off  Time"),  Seller hereby assigns to Buyer, and Buyer hereby accepts from
Seller,  all of  Seller's  right,  title  and  interest  in,  to,  and under the
contracts, leases and licenses described on Schedule 1.1(b) attached hereto (the
"Contracts").

         3.  Assumption.  Buyer  hereby  assumes  and agrees to  hereafter  pay,
discharge and perform when due all the  liabilities  and  obligations  of Seller
arising  under the  Contracts  from and after the Cut-Off  Time.  Buyer does not
assume any  liability or obligation  arising  under the  Contracts  under to the
Cut-Off Time.

         4. No Merger. This Agreement is made pursuant to the terms of the Asset
Purchase  Agreement and does not create any additional  obligations,  covenants,
representations  and  warranties  or  alter  or  amend  any of the  obligations,
covenants,  representations  and  warranties  contained  in the  Asset  Purchase
Agreement.  In the event of any  inconsistency  between this  Agreement  and the
Asset Purchase Agreement, the Asset Purchase Agreement shall control.

         5.  Counterparts.  To  facilitate  execution,  this  Agreement  may  be
executed in as many  counterparts as may be required.  It shall not be necessary
that the signature on behalf of both parties  hereto appear on each  counterpart
hereof,  and it shall be  sufficient  that the signature on behalf of each party
hereto appear on one or more  counterparts.  All counterparts shall collectively
constitute a single agreement. Facsimile copies of this Agreement shall have the
same effect as originals.

                                       40
<PAGE>

         6.  Successors and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns.

         7.  Applicable Law. This Agreement  shall be construed,  enforced,  and
interpreted in accordance with the laws of the State of Utah.

         8. Schedules.  All Schedules referred to herein and attached hereto are
incorporated by this reference.

                            [SIGNATURE PAGE FOLLOWS]

                                       41
<PAGE>

         IN WITNESS  WHEREOF,  the parties have duly executed and delivered this
Assignment and Assumption Agreement as of the date first set forth above.

                                 "Buyer"

                                 SUNDOG TECHNOLOGIES, INC.
                                 a Delaware corporation

                                 By:    ________________________________________

                                 Name: _________________________________________

                                 Title:   ______________________________________


                                 "Seller"

                                 ENSIGN INFORMATION SYSTEMS,
                                 a Utah corporation

                                 By:    ________________________________________

                                 Name: _________________________________________

                                 Title:   ______________________________________

                                       42
<PAGE>

                                    Exhibit D
                                       To
                        Asset Purchase and Sale Agreement

                          Holland Employment Agreement

                                 [see attached]

                                       43
<PAGE>

                                    Exhibit E
                                       To
                        Asset Purchase and Sale Agreement

                          Nielson Employment Agreement

                                 [see attached]

                                       44