EXHIBIT 10.3

Asset Purchase  Agreement dated April 8, 1998 whereby PMC acquired the assets of
LuFam Technologies, Inc.

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                            ASSET PURCHASE AGREEMENT
                            ------------------------

                            PROGRESSIVE MAILER CORP.

                                      Buyer

                            LUFAM TECHNOLOGIES, INC.
                                     Seller

                               Dated April 8, 1998

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                        INDEX TO ASSET PURCHASE AGREEMENT

ARTICLE 1. PURCHASE AND SALE OF ASSETS

1.01     Sale of Business - Assets being Purchased.............................1
1.02     Purchase Price .......................................................1
1.03     Closing ..............................................................1

ARTICLE 2. WARRANTIES OF SELLER

2.01     Subsidiaries and Affiliates ..........................................1
2.02     Title to Assets.......................................................2
2.03     Authority to Sell.....................................................2
2.04     Financial Records ....................................................2
2.05     Liabilities ..........................................................2
2.06     Absence of Certain Changes ...........................................2
2.07     No Violation .........................................................2
2.08     Taxes.................................................................3
2.09     Litigation ...........................................................3
2.10     Disclosure............................................................3
2.11     Broker's or Finder's Fees.............................................3
2.12     Due Diligence.........................................................3
2.13     Survival of Warranties................................................3
2.14     Other Agreements......................................................3

ARTICLES 3. WARRANTIES OF BUYER

3.01     Due Organization......................................................4
3.02     Authority to Buy......................................................4
3.03     Capitalization........................................................4
3.04     Subsidiaries and Affiliates...........................................4
3.05     Financial Statements..................................................4
3.06     Absence of Undisclosed Liabilities....................................4
3.07     Absence of Certain Changes............................................5
3.08     Litigation............................................................5
3.09     Title.................................................................5
3.10     Tax Returns...........................................................5
3.11     No Violation..........................................................5
3.12     Disclosure............................................................5
3.13     Broker's or Finder's Fees.............................................6

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ARTICLE 4. OPERATION OF BUSINESS

4.01     Seller to Continue Business...........................................6
4.02     Adjustments...........................................................6
4.03     Fees and Expenses.....................................................6

ARTICLE 5. CONDITIONS TO BUYER'S PERFORMANCE

5.01     Performance by Seller.................................................7
5.02     Representations and Warranties True as of the Closing Date............7
5.03     Third Party Consents..................................................7
5.04     No Material Adverse Change............................................7
5.05     Absence of Litigation.................................................7
5.06     Corporate Approvals...................................................7

ARTICLE 6. CONDITIONS OF SELLER'S PERFORMANCE

6.01     Representations and Warranties True as of the Closing Date............8
6.02     Performance By Buyer..................................................8
6.03     Corporate Approvals...................................................8

ARTICLE 7. SELLER'S COVENANTS

7.01     Conduct of Business...................................................8
7.02     Buyer's Investigation.................................................8
7.03     Relinquishment of Name................................................8

ARTICLE 8. INDEMNITY AGREEMENT

8.01     Seller's Indemnity....................................................9
8.02     Buyer's Indemnity.....................................................9
8.03     Indemnity Agreements of the Parties...................................9

ARTICLE 9. TERMINATION DEFAULT REMEDIES

9.01     Termination..........................................................10
9.02     Default Remedies.....................................................10
9.03     Litigation Costs.....................................................10

ARTICLE 10. OPINION OF COUNSEL

10.01    Opinion of Seller's Counsel..........................................10

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ARTICLE 11. MISCELLANEOUS

11.01    Brokers and Finders..................................................10
11.02    Conditions and Best Efforts..........................................11
11.03    Notices..............................................................11

ARTICLE 12. GENERAL PROVISIONS

12.01    Further Assurances...................................................12
12.02    Waiver...............................................................12
12.03    Entire Agreement.....................................................12
12.04    Binding Effect.......................................................12
12.05    Schedules and Exhibits...............................................12
12.06    Headings.............................................................12
12.07    Governing Law........................................................12
12.08    Assignment...........................................................13
12.09    No Benefit to Third Parties..........................................13
12.10    Counterparts.........................................................13

ATTACHMENTS

EXHIBIT      1.01 Schedule of Assets to be Purchased
EXHIBIT      2.01 Seller's Subsidiaries and Affiliates
EXHIBIT      2.02 Seller's Title to Assets
EXHIBIT      2.04 Seller's Financial Records
EXHIBIT      2.05 Liabilities of Seller
EXHIBIT      2.08 Litigation Pending Against Seller
EXHIBIT      5.03 Third Party Consents
EXHIBIT      5.06 Seller's Corporate Approvals
EXHIBIT      6.03 Buyer's Corporate Approvals
EXHIBIT      10 Opinion of Seller's Counsel

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                            ASSET PURCHASE AGREEMENT

     Progressive  Mailer  Corp.,  a  Florida  corporation,   hereinafter  called
"Buyer," and Lufam Technologies,  Inc., a California  corporation (including its
subsidiaries and affiliates as set forth herein),  hereinafter  called "Seller,"
hereby agree as follows:

                     ARTICLE 1. PURCHASE AND SALE OF ASSETS

     1.01. Sale of Business - Assets being Purchased. Seller shall sell, assign,
and deliver to Buyer and Buyer shall  purchase and accept,  on the closing date,
all the assets and properties  owned by Seller or in which Seller has any right,
title, or interest of every kind and description,  wherever  located,  including
all property tangible or intangible and real or personal,  good will, processes,
research and development projects,  designs, patents, accounts receivable,  bank
accounts,  cash,  securities,  claims,  contract rights, the right to use names,
trade names,  trademarks,  and copyrights  used by Seller in connection with its
business  and  products,  all as more  specifically  described  and set forth in
Exhibit 1.01, attached hereto.

     1.02.  Purchase Price. Buyer shall purchase the  aforementioned  assets for
and in  consideration of the issuance at closing to Seller of 6.4 million shares
of Buyer's common stock ($.001 par value).

     1.03.  Closing.  The sale and purchase described in this Agreement shall be
consummated  on or before April 14, 1998  ("Closing"  or "Closing  Date").  Such
Closing  shall take place at 10:00 a.m.  on April 14,  1998,  or such other date
specified by the parties,  at the offices of Brenman Bromberg & Tenenbaum,  P.C.
In the  event the  Closing  does not  occur on or  before  April 14,  1998 or an
extension  as may  mutually  be agreed  upon by Buyer and Seller then this Asset
Purchase Agreement shall be treated as null and void.

                         ARTICLE 2. WARRANTIES OF SELLER

     2.01. Subsidiaries and Affiliates. Seller's subsidiaries and affiliates are
as set forth on Exhibit 2.01.

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     2.02.  Title to Assets.  Seller has good and marketable title to all assets
covered by this  Agreement  including  its rights to all  patents,  know how and
intellectual  property  relating  to the  products  it  distributes.  Except  as
disclosed  on  Exhibit  2.02,  the  assets  are  not  subject  to any  mortgage,
encumbrance  or  lien  of  any  kind  except  minor  encumbrances  which  do not
materially interfere with the use of the property in the conduct of the business
of Seller.

     2.03.  Authority to Sell.  Seller has complied with all the requirements of
any  applicable  law of the State of  California  relative to the sale of assets
described in this  Agreement and that prior to Closing,  all of the consents and
approvals  that may be required by law or by agreements to which Seller may be a
party will be obtained.

     2.04. Financial Records.  Seller will or has provided to Buyer the Seller's
financial  records for the period from  inception to March 15,  1998,  which are
identified on Exhibit 2.04. Such financial  records are correct and complete and
are able to be audited as determined by Buyer's accountants. Seller has taken no
action and will take no action  prior to the  Closing to  materially  change the
financial  condition  of  Seller  as shown on the  financial  records  delivered
pursuant to this section.

     2.05. Liabilities. Seller has no liabilities except as set forth on Exhibit
2.05. No liabilities of Seller are being assumed by Buyer.

     2.06. Absence of Certain Chance.  There has been no material adverse change
in the  business,  properties  or financial  condition of Seller since March 15,
1998.

     2.07. No violation.  Consummation of the transactions  contemplated by this
Agreement  will not  constitute  or  result  in a breach  or  default  under any
provision of any charter, bylaw, indenture, mortgage, lease or agreement, or any
order,  judgment,  decree,  law or regulation to which any property of Seller is
subject or by which Seller is bound,  except for  breaches or defaults  which in
the aggregate would not have a materially adverse effect on Seller's properties,
business operations or financial condition.

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     2.08.  Taxes.  No  required  federal,  state  and  local  tax  returns  are
delinquent  and Seller has no  outstanding  tax  liabilities,  including but not
limited to income, withholding, property and corporate franchise taxes.

     2.09.  Litigation.  Except as set forth in  Exhibit  2.08,  there is now no
litigation  pending  against Seller of which it or its officers are aware nor is
Seller aware of any  threatened  litigation  that will,  might,  or could affect
consummation of the purchase and sale described in this Agreement or transfer of
title of any of the assets in good and  marketable  condition  to Buyer,  or may
result in a  material  adverse  change in the  business  in respect to which the
assets are operated.

     2.10.  Disclosure.  Neither this  Agreement  nor any  Schedule,  Exhibit or
certificate  delivered in accordance  with the terms hereof,  or any document or
statement in writing which has been supplied by or on behalf of Seller or by any
of  Seller's  directors  or  officers,   in  connection  with  the  transactions
contemplated hereby,  contains any untrue statement of a material fact, or omits
any  statement  of a material  fact  necessary  in order to make the  statements
contained  herein or therein not  misleading.  There is no fact or  circumstance
known to Seller which  materially and adversely  affects or which may materially
and  adversely  affect its  business,  prospects or  financial  condition or its
assets, which has not been set forth in this Agreement, the Schedules, Exhibits,
certificates or statements  furnished in writing to Buyer in connection with the
transactions contemplated by this Agreement.

     2.11. Broker's or Finder's Fees. No broker,  finder or similar intermediary
is entitled to fees in connection  with the  transactions  contemplated  by this
Agreement by virtue of any action or agreement of Seller.

     2.12.  Due  Diligence.  Seller has completed  its due  diligence  review of
Buyer.

     2.13. Survival of Warranties.  Seller agrees that all warranties made by it
in this Agreement shall survive the Closing.

     2.14.  Other  Agreements:  At Closing,  Seller shall  execute the following
agreements:

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     (a)  Assignment of Multi-add Contract;
     (b)  Bill of Sale; and
     (c)  Assignment of Name, Trade Name and Trade Mark

                         ARTICLE 3. WARRANTIES OF BUYER

     Buyer represents and warrants as follows:

     3.01. Due Organization.  Buyer is a corporation duly organized and existing
under the Laws of the State of Florida and is in good standing.  Buyer is in the
process of reincorporating in the State of Colorado and should it do so prior to
closing, Buyer shall be a corporation duly organized and existing under the Laws
of the State of Colorado and shall be in good standing.

     3.02. Authority to Buy. This Agreement has been approved in accordance with
all  applicable  laws and Buyer has full power and authority to both execute and
perform this contract.

     3.03.   Capitalization.   Buyer's  authorized  capital  stock  consists  of
50,000,000 shares of Common Stock,  ($.001 par value), of which 4,749,000 shares
are issued and outstanding, fully paid and nonassessable.  There are no options,
warrants or rights outstanding to purchase shares of Common Stock from Buyer.

     3.04.  Subsidiaries  and  Affiliates.  Buyer  has  no  subsidiaries  and no
affiliated entities.

     3.05. Financial Statements.  Seller's balance sheet as of ______, ___ 1997,
fairly  presents  the  financial  condition  of  Buyer  as of said  date  and in
conformity with generally accepted accounting principles consistently applied.

     3.06. Absence of Undisclosed Liabilities. Except to the extent reflected or
reserved  against in Buyer's Balance Sheet,  Buyer did not have at that date any
liabilities or obligations  (secured,  unsecured,  contingent or otherwise) of a
nature customarily reflected in a corporate balance sheet prepared in accordance
with generally accepted accounting principles  ("Liabilities").  All Liabilities
incurred  subsequent  to the  Balance  Sheet  date  have been or will be paid by
Buyer.

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     3.07. Absence of Certain Changes. There has been no material adverse change
in the  business,  properties  or  financial  condition of Buyer since March 15,
1998.

     3.08.  Litigation.  There is no  litigation,  proceeding  or  investigation
pending  or,  to the  knowledge  of Buyer,  threatened  against  Buyer  which if
successful might result in a material adverse change in the business, properties
or financial  condition of Buyer or which  questions the validity or legality of
this Agreement or of any action taken or to be taken by Buyer in connection with
this Agreement.

     3.09. Title. Buyer has good and valid title to all property included in the
Balance  Sheet,  other  than  property  disposed  of in the  ordinary  course of
business  after  said  date.  The  properties  of Buyer are not  subject  to any
mortgage, encumbrance or lien of any kind.

     3.10.  Tax Returns.  No required  federal,  state and local tax returns are
delinquent  and Buyer has no  outstanding  tax  liabilities,  including  but not
limited to income, withholding, property and corporate franchise taxes.

     3.11. No Violation.  Consummation of the transactions  contemplated by this
Agreement  will not  constitute  or  result  in a breach  or  default  under any
provision of any charter, bylaw, indenture, mortgage, lease or agreement, or any
order,  judgment,  decree,  law or  regulation to which any property of Buyer is
subject or by which Buyer is bound, except for breaches or defaults which in the
aggregate  would not have a  materially  adverse  effect on Buyer's  properties,
business operations or financial condition.

     3.12.  Disclosure.  Neither this  Agreement  nor any  Schedule,  Exhibit or
certificate  delivered in accordance  with the terms hereof,  or any document or
statement in writing  which has been supplied by or on behalf of Buyer or by any
of  Buyer's   directors  or  officers,   in  connection  with  the  transactions
contemplated hereby,  contains any untrue statement of a material fact, or omits
any  statement  of a material  fact  necessary  in order to make the  statements
contained  herein or therein not  misleading.  There is no fact or  circumstance
known to Buyer which  materially  and adversely  affects or which may materially
and  adversely  affect its  business,  prospects or  financial  condition or its
assets, which has not been

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set forth in this Agreement, the Schedules, Exhibits, certificates or statements
furnished in writing to Seller in connection with the transactions  contemplated
by this Agreement.

     3.13. Broker's or Finder's Fees. No broker,  finder or similar intermediary
is entitled to fees in connection  with the  transactions  contemplated  by this
Agreement by virtue of any action or agreement of Buyer.

                        ARTICLE 4. OPERATION OF BUSINESS

     4.01.  Seller to Continue  Business.  Seller shall  continue to operate its
business in the normal course from the date of this Agreement until the Closing.
Any and all risk of loss or damages to the assets  during  such  period from any
and all causes shall be borne by the Seller.

     4.02.  Adjustments.  The operation of Seller's  business and related income
and  expenses up to the close of  business  on the day before the  Closing  Date
shall be for the account of Seller and  thereafter for the account of Purchaser.
Expenses,  including  but not limited to  utilities,  personal  property  taxes,
rents,  real property  taxes,  wages,  vacation pay,  payroll taxes,  and fringe
benefits of employees of Seller,  shall be prorated between Seller and Purchaser
as of the close of business on the Closing  Date,  the  proration to be made and
paid,  insofar as reasonably  possible,  on the Closing Date, with settlement of
any remaining items to be made within 30 days following the Closing Date.

     4.03.  Fees and  Expenses.  Legal,  accounting  and other  fees,  costs and
expenses  to be  incurred  by  each  party  regarding  this  Agreement  and  the
transactions contemplated hereby shall be paid by the party incurring them.

                  ARTICLE 5. CONDITIONS TO BUYER'S PERFORMANCE

     Absent a waiver  in  writing,  all  obligations  of the  Buyer  under  this
Agreement are subject to satisfaction  of the following  conditions on or before
the Closing Date:

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     5.01.  Performance by Seller.  Seller shall have  performed,  satisfied and
complied  with  all  covenants,  agreements,  and  conditions  required  by this
Agreement to be performed or complied with by it, on or before the Closing Date.

     5.02. Representations and Warranties True as of the Closing Date. Except as
otherwise  permitted by this Agreement,  all  representations  and warranties by
Seller in this  Agreement  shall be true on and as of the Closing Date as though
made at that time.

     5.03. Third Party Consents. All consents and approvals required to be given
by third parties  shall have been  obtained and Buyer shall have been  furnished
with appropriate  evidence reasonably  satisfactory to it and its counsel of the
granting of such consents and approvals,  all of which shall be attached  hereto
as Exhibit 5.03.

     5.04. No Material  Adverse  Chance.  During the period from the date of the
most recent financial record set forth in Exhibit 2.04 to the Closing Date there
shall not have been any material  adverse  change in the financial  condition or
results of  operations  of Seller and Seller has not sustained any material loss
or damage to its assets,  whether or not insured,  that  materially  affects its
ability to conduct a material part of its business.

     5.05.  Absence of  Litigation.  No action,  suit, or proceeding  before any
court or any  governmental  body or  authority,  pertaining  to the  transaction
contemplated  by  this  Agreement,  or to  its  consummation,  shall  have  been
instituted or threatened on or before the Closing Date.

     5.06. Corporate  Approvals.  The board of directors and the shareholders of
Seller,  shall.  have duly authorized and approved the execution and delivery of
this Agreement and all corporate  action necessary or proper to fulfill Seller's
obligations  hereunder on or before the Closing Date,  copies of such  approvals
shall be attached hereto as Exhibit 5.06.

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                  ARTICLE 6. CONDITIONS OF SELLER'S PERFORMANCE

     Absent a waiver in writing, all obligations of Seller hereunder are subject
to the satisfaction of the following conditions on or before the Closing Date:

     6.01.  Representations  and  Warranties  True as of the Closing  Date.  All
representations  and warranties of Buyer  contained in this  Agreement  shall be
true on and as of the Closing Date as though such representations and warranties
were made on and as of. that date.

     6.02.  Performance  By Buyer.  Buyer shall have performed and complied with
all covenants and  agreements  and  satisfied  all  conditions  required by this
Agreement to be performed by Buyer on or before the Closing Date.

     6.03. Corporate Approvals. The Board of Directors of Buyer, shall have duly
authorized  and approved the  execution  and delivery of this  Agreement and all
action necessary or proper to fulfill Buyer's obligations hereunder on or before
the Closing Date,  copies of which approvals shall be attached hereto as Exhibit
6.03.

                          ARTICLE 7. SELLER'S COVENANTS

     7.01. Conduct of Business.  From the date of this Agreement to the Closing,
Seller shall  operate the business  without  causing  detriment  thereto,  shall
maintain  in effect all  contracts,  permits  and  approvals  necessary  for the
operation of the business as it is now being  conducted,  and shall maintain the
relationships  with all persons and entities with whom Seller currently is doing
business.

     7.02.  Buyer's  Investigation.  Seller shall make available to Buyer at all
reasonable  times all books and records of the  business and such other items as
may be from time to time requested by Buyer.

     7.03.  Relinquishment of Name.  Immediately  following the Closing,  Seller
shall cause all persons who  currently  are using the name "Lufam  Technologies,
Inc." and any or all names under which all or part of its  business is conducted
to relinquish the use of such names by all  appropriate  acts and filings as may
be required

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with various state and local authorities, and to acknowledge that Seller and all
other  persons have no rights with respect to the use and  exploitation  of such
names  and any  trade  names or trade  marks  which  prior to  closing  had been
utilized through Seller.

                         ARTICLE 8. INDEMNITY AGREEMENT

     8.01.  Seller's  Indemnity.  Except as otherwise expressly provided in this
Agreement or any attachment to this  Agreement,  Seller shall indemnify and hold
Buyer and the  property  of Buyer,  including  the  assets  purchased,  free and
harmless from any and all claims, liability,  loss, damage, or expense resulting
from  Seller's  ownership  of the assets or  Seller's  operation  of the assets,
including any claim,  liability,  loss or damage arising by reason of the injury
to or death of any person or persons,  or the damage of any property,  caused by
Seller's use of the assets, the condition of the assets when owned by Seller, or
the defective design or manufacture by Seller of any product or products.

     8.02. Buyer's Indemnity.  Except as otherwise provided in this Agreement or
any attachment to this Agreement, Buyer shall indemnify and hold Seller free and
harmless  from  any  and all  claims,  liabilities,  loss,  damage,  or  expense
resulting  from  Buyer's acts or omissions to act after the Closing Date as they
relate to the assets purchased and liabilities assumed by Buyer pursuant to this
Agreement.  Provided, however, Buyer shall incur no liability under this section
until and unless the aggregate  amount of any and all claims,  liability,  loss,
damage, or expense equals or exceeds $5,000.

     8.03.   Indemnity  Agreements  of  the  Parties.  The  parties  each  shall
indemnify,  defend,  reimburse  and hold harmless the other from and against any
and all Losses resulting from:

          (a) Any inaccuracy in, or breach of, any  representation  and warranty
     or  nonfulfillment  of any  covenant  on  the  part  of  Buyer  or  Seller,
     respectively, contained in this Agreement.

          (b) Any misrepresentation in or omission from or nonfulfillment of any
     covenant  on the part of Buyer or Seller,  respectively,  contained  in any
     other agreement, certificate or

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     other  instrument  furnished  or to be furnished to the other party by that
     party pursuant to this Agreement.

                     ARTICLE 9. TERMINATION DEFAULT REMEDIES

     9.01. Termination. If either Buyer or Seller materially defaults in the due
and timely  performance of any of its warranties,  covenants or agreements or in
the event of the  failure  to  satisfy or  fulfill  any of the  conditions,  the
non-defaulting  party may on the Closing  Date give notice of  termination.  The
notice shall specify the default or defaults upon which the notice is based. The
termination  shall be  effective  ten days after the  Closing  Date,  unless the
specified default or defaults have been cured on or before the effective date of
the termination.

     9.02.  Default' Remedies.  Notwithstanding  Section 9.01, in the event of a
default,  the  non-defaulting  party  may  seek  specific  performance  of  this
Agreement  against the defaulting party from a court of competent  jurisdiction,
or alternatively, such non-defaulting party may seek damages from the defaulting
party.

     9.03.  Litigation Costs. If any legal action or other proceeding is brought
for the  enforcement of this  Agreement or to remedy its breach,  the prevailing
party in such  action or  proceeding  shall be  entitled  to recover  its actual
attorney's  fees and  other  costs  incurred  in the  action or  proceeding,  in
addition to such other relief to which it may be entitled.

                         ARTICLE 10. OPINION OF COUNSEL

     10.01.  Opinion of Seller's  Counsel.  Seller shall have delivered to Buyer
the opinion of its counsel,  Brown,  Harmon & Eckstein,  P.C., dated the Closing
Date, in substantially the form of Exhibit 10 hereto.

                            ARTICLE 11. MISCELLANEOUS

     11.01.  Brokers and  Finders.  Neither  Seller nor Buyer have  employed any
broker  or finder  in  connection  with the  transactions  contemplated  by this
Agreement, or taken action that would give

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rise to a valid claim  against any party for a  brokerage  commission,  finder's
fee, or other like payment.

     11.02.  Conditions  and Best  Efforts.  Seller will use its best efforts to
effectuate the  transactions  contemplated  by this Agreement and to fulfill all
the conditions of the  obligations of Seller under this  Agreement,  and will do
all acts and things as may be required to carry out its  obligations  under this
Agreement and to consummate and complete this Agreement.

     11.03.  Notices.  Any and all notices or other  communications  required or
permitted  by this  Agreement or by law to be served on or given to either party
hereto,  Buyer or Seller,  by the other party hereto shall be, unless  otherwise
required by law,  in writing  and deemed  duly served and given when  personally
delivered  to the party to whom  directed or any of its  officers or, in lieu of
such personal  service,  when  deposited in the United States mail,  first-class
postage prepaid, addressed to:

Buyer:                  Progressive Mailer Corp.
                        Attention: Troy H. Lowrie,
                        President
                        1601 West Evans Avenue
                        Denver, Colorado 80223

With A Copy To Counsel: Brenman Bromberg & Tenenbaum, P.C.,
                        Attorneys at Law,
                        Attention: A. Thomas Tenenbaum
                        1775 Sherman Street, Suite 1001
                        Denver, Colorado, 80203

Seller:                 Lufam Technologies, Inc.
                        Attention: Sidney Lucero, President
                        13316 Sunset Blvd.
                        Brentwood, California 90049

With A Copy To Counsel: Brown, Harmon & Eckstein, P.C.
                        Attention: John A. Eckstein
                        1700 Norwest Center
                        Suite 3000
                        Denver, Colorado 80203

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                         ARTICLE 12. GENERAL PROVISIONS

     12.01.  Further  Assurances.  At any time, and from time to time, after the
Effective  Date,  each party will execute such  additional  instruments and take
such  action as may be  reasonably  requested  by the other  party to confirm or
perfect  title to any property  transferred  hereunder or otherwise to carry out
the intent and purposes of this Agreement.

     12.02.  Waiver.  Any failure on the part of either  party  hereto to comply
with any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.

     12.03.  Entire Agreement.  This Agreement  constitutes the entire agreement
between   the  parties  and   supersedes   and  cancels  any  other   agreement,
representation,  or communication,  whether oral or written, between the parties
hereto relating to the  transactions  contemplated  herein or the subject matter
hereof.

     12.04. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the  parties  and their  respective  successors  and  assigns;
provided  that this  Agreement  may not be  assigned  by any party  without  the
consent of the other parties.

     12.05.  Schedules and Exhibits.  The Schedules and Exhibits  referred to in
this  Agreement  shall be construed as an integral part of this  Agreement as if
the same had  been  set  forth  herein  and  shall be  satisfactory  in form and
substance to each party hereto.

     12.06.  Headings. The section and subsection headings in this Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

     12.07. Governing Law. This Agreement shall be governed by and construed and
enforced in  accordance  with the laws of the State of Colorado,  the  principal
place of business of Buyer,  without regard to conflict of laws.  This Agreement
shall be subject to the  jurisdiction  and venue of the state and federal courts
situated in Denver, Colorado.

                                       12
<PAGE>

     12.08.  Assignment  This  agreement  shall  inure to the benefit of, and be
binding upon,  the parties hereto and their  successors  and assigns;  provided,
however,  that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.

     12.09.  No Benefit to Third  Parties.  No  provision  of this  Agreement is
intended  to confer any rights or  remedies  upon any person not a party of this
Agreement.

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

     EXECUTED on April 8, 1998 at Denver, Colorado.

     Buyer: Progressive Mailer Corp.

     By: /s/ Troy H. Lowrie
         ------------------------------
         Troy H. Lowrie, President

     Seller: Lufam Technologies, Inc.

     By: /s/ Sidney Lucero
         ------------------------------
         Sidney Lucero, President

                                       13
<PAGE>

                                  Exhibit 2.01

The assets of RKS Impressions are also being  purchased.  RKS Impressions has no
liabilities  other than the balance of the  purchase of  equipment,  see Exhibit
5.03 regarding assignment of leases.

<PAGE>

                                  Exhibit 2.05

LTI has no  liabilities  other  than as set  forth in the  Schedule  of  Assets.
Authority for  conversion of all loans and advances to LTI to equity is attached
as a separate document

<PAGE>

                Authority to Covert Loans and Advances to Equity

In order to induce Progressive Mailer Corporation to close on the Asset Purchase
Agreement executed with LuFam Technologies, Inc., the undersigned,  representing
creditors of LTI hereby agree to convert loans to equity in the form of stock.

                                         /s/ Kenneth C. Osgood
                                         --------------------------------
                                         Kenneth C. Osgood
                                         Director

                                         /s/ Richard J. Lucero
                                         --------------------------------
                                         Richard J. Lucero
                                         Director

                                         /s/ Richard Juan Lucero
                                         --------------------------------
                                         Richard Juan Lucero
                                         Shareholders

                                         /s/ Gloria L. Lucero
                                         --------------------------------
                                         Gloria L. Lucero
                                         Shareholders

<PAGE>

                                  Exhibit 2.08

There is no litigation pending against LTI.

Stephen Richter,  former counsel to LuFam  Technologies,  Inc. has indicated his
intent to collect the balance of his legal fees totaling  approximately eighteen
thousand (18,000) dollars.

<PAGE>

                                  Exhibit 5.03

Third party consents may be required  regarding  assignment of the following and
will be obtained as soon as possible after the close of this Agreement

Office:             Albert Sweet Development
                    Julie E. Kleinick, RPA
                    P.O. Box 931025
                    Los Angeles, CA, 90093
                    (213) 464-7441 Fax: (213) 464-3681

                    re: 1111 North Las Palmas Ave
                        Hollywood, CA. 90038

Telephone:          (AT&T Capital Leasing Services, Inc.)
                    Graybar Financial Services, LLC
                    8170 Lackland Road
                    Bel Ridge, MO. 63114
                    (Fax) 800/543-0274

Security:           Westec Security
                    Richard Beetle Stone, Consultant
                    2242 E. Foothill Blvd
                    Pasedena, CA. 91107
                    (213) 460-6869

Cell Phone:         Pacific Bell Mobile Services
                    Contract # 428175
                    Customer Care Department
                    1-800-393-7267

Furniture:          Fashion Furniture Leasing
                    Contact: Juliana
                    Agreement No. 31188
                    8370 Wilshire Blvd.
                    Beverly Hills, CA. 90211
                    (213) 651-4400

Insurance:          Kovatch Insurance Agency
                    8939 S. Sepulveda Blvd, #262
                    Los Angeles, CA. 90045
                    Dan Kovatch
                    (310) 670-4700

<PAGE>

Subscription:       Signs Of The Times
                    Industry Literature
                    407 Gilbert Avenue
                    Cincinnati, OH 45202
                    800-421-1321
                    Customer No. 1549404
(RKS Impressions)   Construction Solutions and Designs, Inc.
Printing/Computer   423 Forrest Ridge
Equipment           Kerrville, TX 78028
                    Attn: Elizabeth Brady

<PAGE>

                            LUFAM TECHNOLOGIES, INC.
                              1111 North Las Palmas
                               Hollywood, CA 90038
                                 (213) 461-8111

April 20, 1998

Progressive Mailer Corp.
Troy H. Lowrie
1601 West Evans
Denver, CO 80223

     Re:   Letter of Assignment.

LuFam  Technologies,  Inc., (a privately  held  California  Corporation)  hereby
assigns to Progressive  Mailer Corp.,  (a public  company d.b.a.  New Millennium
Media International) the following Trademarks and Tradenames:

     1.   LuFam Technologies, Inc.
     2.   R.K.S., Inc.
     3.   New Millennium Media International
     4.   EyeCatcher
     5.   IllumiSign
     6.   All  other  Trademarks  and  Tradenames  used in  connection  with the
          business of LuFam Technologies, Inc.

/s/
-------------------------------
LuFam Technologies, Inc.

By: SID LUCERO

Date: 4-23-98