EXHIBIT A

                                 BILL OF SALE


      Know All Men By These Presents,

      That, FENCO TOOL & DIE, LTD., a limited partnership organized and existing
under and by virtue of the laws of the State of  Florida,  having its  principal
place of business  in the City of Riviera  Beach and the County of Palm Beach in
the State of Florida,  of the first part, for and in consideration of the sum of
Ten  Dollars   ($10.00),   in  lawful   money  (and  other  goods  and  valuable
consideration  unto it  moving)  to it  paid  by  HIREL  TECHNOLOGIES,  INC.,  a
corporation  organized and existing  under and by virtue of the law of the State
of Florida, of the second part, the receipt of which is hereby acknowledged, has
granted,  bargained, sold, transferred and delivered, and by these presents does
grant,  bargain,  sell,  transfer,  set over and  deliver  unto the party of the
second part, sells and assigns, all those certain goods and chattels,  described
as follows:

      All properties and assets of party of the first part and its business as a
      going concern, and all Purchased Assets as described in that certain Asset
      Purchase  Agreement  dated as of  ___________,  1997 between  party of the
      first and party of the second part, and further including, but not limited
      to, the Assets described on Exhibit 1 hereto

      To Have and to Hold,  the same unto the  parties of the second  part,  and
assigns forever.


      In Witness  Whereof,  the party of the first part has caused its corporate
name to be  hereunto  subscribed  and its  corporate  seal to be  affixed by its
officers hereunto duly authorized, this ___ day of _________________, 1997.


Signed, sealed and delivered in the presence of:

                                       FENCO TOOL & DIE, LTD., a Florida limited
                                       partnership

                                       By: F & M INVESTMENTS, INC., its general
                                       partner

                                       By:







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STATE OF FLORIDA          )
                          )  SS:
COUNTY OF BROWARD         )


      I HEREBY CERTIFY that on this day,  before me, an officer duly  authorized
in the State aforesaid and in the County aforesaid to take acknowledgments,  the
foregoing      instrument      was      acknowledged      before      me      by
_______________________________________________,  _________________  of  F  &  M
INVESTMENTS,  INC.,  the general  partner of FENCO TOOL & DIE,  LTD.,  a Florida
limited  partnership,  who  is  personally  known  to me  or  who  has  produced
_______________________ as identification.

      WITNESS my hand and official  seal in the County and State last  aforesaid
this ____ day of __________________, 1997.




                                     Notary Public, State of Florida at Large



                                 Typed, printed or stamped name of Notary Public
My Commission Expires:




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                                   EXHIBIT 1


                                List of Assets





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                                   EXHIBIT B

                              ASSUMED LIABILITIES




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