EXHIBIT 10.15

                           ASSET PURCHASE AGREEMENT


      THIS ASSET PURCHASE AGREEMENT ("Agreement") is made as of this 10th day of
January,  1997  by and  between  FENCO  TOOL  & DIE,  LTD.,  a  Florida  limited
partnership  ("Seller"),  and HIREL  TECHNOLOGIES,  INC., a Florida  corporation
("Buyer").

                              WI T N E S S E T H:

      WHEREAS,  Seller is engaged in the  business  of  designing,  prototyping,
manufacturing,   assembling  and  marketing   components  for  machined   and/or
manufactured parts (the "Business"); and

      WHEREAS,  subject to the terms and  conditions  set forth  herein,  Seller
desires  to sell to Buyer,  and Buyer  desires  to  purchase  from  Seller,  the
Purchased Assets (as hereinafter defined).

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
of the parties hereinafter expressed, it is hereby agreed as follows:

                                   ARTICLE I
                              RECITALS, EXHIBITS

      The  foregoing  recitals  are  true and  correct  and,  together  with the
exhibits referred to hereafter,  are hereby  incorporated into this Agreement by
this  reference.  Definitions  of terms  that are not set  forth in text are set
forth in Article V.

                                  ARTICLE II
            PURCHASE AND SALE OF ASSETS,  ASSUMPTION OF LIABILITIES

      2.1 Purchase and Sale. In exchange for the Purchase Price (as  hereinafter
defined) and subject to the terms and  conditions  hereof,  Seller hereby sells,
transfers, conveys and delivers to Buyer all Seller's Assets and the Business as
a going concern  ("Purchased  Assets") and Buyer hereby  purchases the Purchased
Assets.  Upon the execution hereof,  Seller shall execute and deliver to Buyer a
Bill of Sale  ("Bill of Sale") in the form of  Exhibit A hereto.  The  Purchased
Assets include the Assets identified on Exhibit 1 to the Bill of Sale.

      2.2 Purchase Price.  The purchase price for the Purchased  Assets shall be
Sixty Thousand Dollars ($60,000) ("Cash Portion"),  plus the assumption of those
liabilities set forth on Exhibit B hereto ("Purchase  Price").  The Cash Portion
shall be paid on or before January 31, 1997.

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                                  ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF SELLER

      Seller hereby makes the following representations and warranties to Buyer,
each of which is true and correct on the date hereof:

      3.1   Corporate   Existence  and   Qualification.   Seller  is  a  limited
partnership,  duly  organized,  validly  existing and in good standing under the
Laws of the State of Florida.  Seller has the power and authority to own and use
its  properties  and to transact the business in which it is engaged,  holds all
franchises,  licenses and permits  necessary  and  required  therefor and is not
required to be licensed or qualified to do business in any other jurisdiction.
Seller has no subsidiaries.

      3.2   Authority and Approval of Agreement by Seller.

            (a) The execution  and delivery of this  Agreement by Seller and the
performance of all Obligations of Seller hereunder have been duly authorized and
approved by the Board of Directors and  shareholders  of the general  partner of
Seller pursuant to all applicable  Laws.  Seller has full power and authority to
enter into this Agreement and to perform its Obligations hereunder.

            (b) This Agreement and each of the other documents,  instruments and
agreements executed by Seller in connection  herewith  constitutes the valid and
legally binding agreements of Seller,  enforceable  against Seller in accordance
with its terms.

      3.3 No Violations.  The execution,  delivery and  performance by Seller of
this Agreement and all other documents,  instruments and agreements  executed in
connection  herewith,  and  the  consummation  by  Seller  of  the  transactions
contemplated  hereby,  does not and will not (i)  constitute  a violation  of or
default (either  immediately,  upon notice or upon lapse of time) under Seller's
Certificate or Agreement of Limited  Partnership,  the Articles of Incorporation
or Bylaws of Seller's  general  partner,  any provision of any Contract to which
Seller or Seller's Assets may be bound,  any Judgment or any Law; or (ii) result
in the creation or  imposition  of any  Encumbrance  upon,  or give to any third
person any interest in or right to, any of the Purchased Assets.

      3.4  Purchased  Assets.  Seller has good and  marketable  title to all the
Purchased  Assets  free and  clear  of all  Encumbrances  and  there  exists  no
restriction on the transfer or use of the Purchased  Assets.  Upon the execution
hereof,  legal  and  beneficial  ownership  of  the  Purchased  Assets  will  be
transferred to Buyers free and clear of all Encumbrances.

      3.5 Taxes.  Except as set forth on  Exhibit  B, all Taxes  due,  owing and
payable,  or which may be due,  owing and  payable by the Seller have been fully
paid.  No claim for any Tax due from or  assessed  against  the  Seller is being
contested.  None of the Seller's Tax returns or reports have been audited by the
Internal Revenue Service or any state or local Tax authority, and the Seller has

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not  received any notice of  deficiency  or other  adjustment  from the Internal
Revenue  Service or any state or local Tax  authority.  There are no agreements,
waivers,  or other  arrangements  providing an extension of time with respect to
the assessment of any Tax against the Seller,  nor are there any Tax Proceedings
now pending or threatened  against the Seller.  The Seller has made all deposits
required by Law, to be made with  respect to  employees'  withholding  and other
employment  taxes.  No state of facts exists or has  existed,  nor has any event
occurred,  which would constitute  grounds for the assessment of any further Tax
against the Seller.

      3.6 Permits.  Seller has obtained and presently hold all Permits which are
required  under  applicable  Law to conduct the Business as and where  currently
conducted.  All such  Permits  are  presently  in effect,  are  included  in the
Purchased Assets and are transferable to the Buyer, and no consent,  approval or
authorization of any governmental or regulatory authority or person or entity is
required in connection  with the transfer of any such Permit in connection  with
the transactions contemplated by this Agreement. Seller is not in default under,
nor has it received  any notice of any claim of default or any other notice with
respect to, any such Permit.

      3.7 Intangibles. Seller does not infringe upon or unlawfully or wrongfully
uses any Intangible  owned or claimed by any other person or entity.  No present
or former  employee of the Seller or any other  person or entity owns or has any
proprietary,  financial or other  interest,  direct or indirect,  in whole or in
part,  in any  Intangible  which  the  Seller  owns,  possesses  or  uses in the
Business.  Seller  is  not  a  party  to a  noncompetition,  confidentiality  or
nondisclosure  agreement,  nor is any employee of the Seller a party to any such
agreement that relates to or could have material adverse effect on the Business.

      3.8  Proceedings.  Seller is not a party to, the subject of, or threatened
with any  Proceeding  nor, to the best of the Seller's  knowledge,  is there any
basis for any  Proceeding.  Seller is not  contemplating  the institution of any
Proceeding.


                                  ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer hereby makes the following representations and warranties to Seller,
each of which is true and correct on the date hereof:

      4.1 Existence and  Qualification.  Buyer is a corporation  duly organized,
validly  existing and in good  standing  under the Laws of the State of Florida.
Buyer has the power and authority to own and use its  properties and to transact
the business in which it is engaged, holds all franchises,  licenses and permits
necessary and required  therefor and is not required to be licensed or qualified
to do business in any other jurisdiction.

      4.2   Authority and Approval of Agreement by Buyer.


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            (a) The  execution  and delivery of this  Agreement by Buyer and the
performance of all  Obligations of Buyer hereunder and thereunder have been duly
authorized and approved by Buyer pursuant to all applicable Laws. Buyer has full
power and authority to enter into this Agreement and to perform its  Obligations
hereunder and thereunder.

            (b) This Agreement and each of the other documents,  instruments and
agreements  executed by Buyer in connection  herewith  constitutes the valid and
legally  binding  agreements of Buyer,  enforceable  against Buyer in accordance
with its terms.

      4.3 No  Violations.  The execution,  delivery and  performance by Buyer of
this  Agreement,  the Note and all other  documents,  instruments and agreements
executed in connection herewith and therewith,  and the consummation by Buyer of
the  transactions  contemplated  hereby  or  thereby,  does not and will not (i)
constitute a violation of or default  (either  immediately,  upon notice or upon
lapse of time) under Buyer's Articles of Incorporation or By-laws, any provision
of any  Contract to which Buyer may be bound,  any  Judgment or any Law; or (ii)
result in the creation or  imposition  of any  Encumbrance  upon, or give to any
third person any interest in or right to, any of the Purchased Assets.

                                   ARTICLE V
                                 DEFINED TERMS

      All defined terms used in this Agreement and not  specifically  defined in
context are as defined in this Article V.

      5.1  "Asset"  means any real,  personal,  mixed,  tangible  or  intangible
property of any nature whatsoever,  including,  without  limitation,  Equipment,
accounts receivable, inventory, permits, intangibles and Contract rights.

      5.2  "Contract"  means any written or oral contract,  agreement,  order or
commitment of any nature whatsoever,  including,  without limitation,  any sales
order, purchase order, lease, sublease, license agreement, sublicense agreement,
loan agreement, security agreement,  guarantee,  management contract, employment
agreement,  consulting  agreement,  partnership  agreement,  buy-sell agreement,
option, warrant, subscription, call or put.

      5.3 "Encumbrance"  means any lien,  security interest,  pledge,  mortgage,
easement, leasehold, assessment, covenant, restriction, reservation, conditional
sale, prior assignment, or any other encumbrance, claim, burden or charge of any
nature whatsoever.

      5.4  "Equipment"  means any  equipment,  machinery,  fixtures,  furniture,
leasehold  improvements,  vehicles,  office equipment,  office supplies or other
tangible personal property of any nature whatsoever.


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      5.5  "Intangible"  means  any  name,  corporate  name,  partnership  name,
fictitious  name,  trademark,  trademark  application,  trade name,  brand name,
slogan, trade secret, know-how, patent, patent application, copyright, copyright
application,  design,  formula,  invention,  blueprint,  product right, software
right, license, franchise, authorization or any other intangible property of any
nature whatsoever.

      5.6 "Judgment" means any order, writ, injunction,  fine, citation,  award,
decree, or any other judgment of any nature whatsoever of any foreign,  federal,
state or local court, any governmental,  administrative or regulatory authority,
or any arbitration tribunal.

      5.7  "Law"  means  any   provision   of  any  law,   statute,   ordinance,
constitution, charter, treaty, rule or regulation of any foreign, federal, state
or local governmental, administrative or regulatory authority.

      5.8  "Obligation"  means any debt,  liability or  obligation of any nature
whatsoever,  whether  secured,  unsecured,  recourse,  nonrecourse,  liquidated,
unliquidated, accrued, absolute, fixed, contingent, ascertained,  unascertained,
known, unknown obligations under executory Contracts.

      5.9  "Permit"  means  any  license,  permit,   approval,   waiver,  order,
authorization,  right or privilege of any nature  whatsoever,  granted,  issued,
approved  or  allowed  by any  foreign,  federal,  state or local  governmental,
administrative or regulatory authority.

      5.10  "Proceeding"  means any demand,  claim,  suit,  action,  litigation,
investigation,   study,  arbitration,   administrative  hearing,  or  any  other
proceeding of any nature whatsoever.

      5.11 "Tax" means (a) any foreign, federal, state or local income, profits,
gross  receipts,  franchise,  sales,  use,  occupancy,  general  property,  real
property,  personal  property,  intangible  property,  transfer,  fuel,  excise,
accumulated  earnings,  personal  holding  company,  unemployment  compensation,
social  security,  withholding  taxes,  payroll  taxes,  or any other tax of any
nature whatsoever,  (b) any foreign,  federal,  state or local organization fee,
qualification  fee, annual report fee, filing fee,  occupation fee,  assessment,
rent,  or any  other  fee  or  charge  of  any  nature  whatsoever,  or (c)  any
deficiency, interest or penalty imposed with respect to any of the foregoing.

                                  ARTICLE VI
                                 MISCELLANEOUS

      6.1 Notices.  All notices  required or allowed by this Agreement  shall be
sent by certified or registered mail, return receipt requested, postage prepaid,
or by prepaid overnight courier (e.g.,  Federal Express) or by personal delivery
with receipt  acknowledged  in writing  addressed to the party or person to whom
such notice is to be given at the following  addresses or by fax transmission at
the  following  fax numbers.  Notice given by  certified or  registered  mail as
aforesaid  shall be effective on the second  business day after mailing of same;
notices  given by overnight  courier shall be effective on the next business day
following same being deposited with the overnight courier in time for such

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next day delivery;  notices given by personal delivery with receipt acknowledged
in writing shall be effective when received;  notices given by fax  transmission
which is  completed  later than 4:00 p.m.  on a  business  day shall be given at
10:00 a.m. on the next following business day:

            (a)   If to Seller:

                  Fenco Tool & Die, Ltd.
                  3695 Interstate Parkway #2
                  Riviera Beach, Florida 33404
                  Attention:  President

            (b)   If to Buyer:

                  Hirel Technologies, Inc.
                  650 S.W. 16th Terrace
                  Pompano Beach, Florida 33069
                  Attention:  President

All  notices  sent in any other  manner  shall be  deemed  given  when  actually
received by the party to whom the same is directed. A notice may be given either
by a party or such party's attorney-at-law.  Any party may change the address or
fax numbers to which notices are being sent or the person to receive  notices by
giving notice of such change in accordance with the foregoing provisions.

      6.2 Entire  Agreement.  This  Agreement,  including the Exhibits  attached
hereto and the documents delivered pursuant hereto, sets forth all the promises,
covenants, agreements, conditions and understandings between the parties hereto,
and  supersedes  all  prior  and  contemporaneous  agreements,   understandings,
inducements  or  conditions,  expressed or implied,  oral or written,  except as
herein contained.  No changes of or modifications or additions to this Agreement
shall be valid  unless the same shall be in  writing  and signed by the  parties
hereto.

      6.3 Binding Effect;  Assignment.  This Agreement shall be binding upon the
parties hereto,  their  beneficiaries,  heirs and  administrators.  No party may
assign or transfer  its  interests  herein,  or delegate  its duties  hereunder,
without the written consent of the other party.

      6.4 No  Waiver.  No waiver of any  provision  of this  Agreement  shall be
effective,  unless it is in writing and signed by the party  against  whom it is
asserted,  and any such written  waiver shall only be applicable to the specific
instance  to which it  relates  and shall not be  deemed to be a  continuing  or
future waiver.

      6.5 Gender and Use of Singular and Plural. All pronouns shall be deemed to
refer to the masculine, feminine, neuter, singular or plural, as the identity of
the party or parties or their personal  representatives,  successors and assigns
may require.


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      6.6 Counterparts. This Agreement and any amendments may be executed in one
or more counterparts, each of which shall be deemed an original and all of which
together will constitute one and the same instrument.

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

      6.8 Governing  Law. This Agreement  shall be construed in accordance  with
the Laws of the State of Florida and any proceeding  arising between the parties
in any  manner  pertaining  or related to this  Agreement  shall,  to the extent
permitted by law, be held in Broward County, Florida.

      6.9 Further  Assurances.  The parties hereto will execute and deliver such
further  instruments  and do such further  acts and things as may be  reasonably
required to carry out the intent and purposes of this Agreement.

      6.10  Litigation.  If any party hereto is required to engage in litigation
against any other party hereto, either as plaintiff or as defendant, in order to
enforce  or defend  any of its or his  rights  under  this  Agreement,  and such
litigation  results  in a final  judgment  in favor of such  party  ("Prevailing
Party"),  then the party or parties against whom said final judgment is obtained
shall  reimburse  the  Prevailing  Party for all direct,  indirect or incidental
expenses  incurred by the  Prevailing  Party in so enforcing or defending its or
his rights  hereunder,  including,  but not  limited  to, all  attorneys'  fees,
paralegals'  fees and all  sales  tax  thereon,  and all  court  costs and other
expenses incurred  throughout all negotiations,  trials or appeals undertaken in
order to enforce the Prevailing Party's rights hereunder.








                        THIS SPACE INTENTIONALLY BLANK

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      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed as of the date and year set forth above.

WITNESS:                               SELLER:

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

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


                                       By:
                                           Name:
                                           Title:




                                       BUYER:

                                       HIREL TECHNOLOGIES, INC., a Florida
                                       corporation


                                       By:
                                           Name:
                                           Title:


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