STOCK PURCHASE AGREEMENT

                           Dated as of August 7, 1998

                                 By and Between

                       TANKNOLOGY-NDE INTERNATIONAL, INC.,

                            OUTBOUND SERVICES, INC.,

                                       and

                               THE STOCKHOLDERS OF

                             OUTBOUND SERVICES, INC.



<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
<TABLE>
<CAPTION>
<C>      <S>                 <S>                                                       <S>
ARTICLE  I                   ACQUISITION AND TRANSFER OF SHARES
         Section 1.01.       Acquisition and Transfer; Assignment of Intellectual
                             Property Rights.............................................1
         Section 1.02.       Disbursement Agent..........................................1
         Section 1.03.       Cash Payment................................................3
         Section 1.04.       Promissory Note.............................................3
         Section 1.05.       Stock Warrants..............................................3
         Section 1.06.       T-NDE Capital Stock.........................................3
         Section 1.07.       Payment of Debt.............................................3
         Section 1.08.       Future Investment in OSI....................................4
         Section 1.09.       Closing.....................................................4

ARTICLE  II                  REPRESENTATIONS AND WARRANTIES OF EACH
                             STOCKHOLDER
         Section 2.01.       Ownership and Status of OSI Capital Stock...................4
         Section 2.02.       Power of the Stockholder; Approval of the Acquisition.......4
         Section 2.03.       No Conflicts or Litigation..................................5
         Section 2.04.       Preemptive and Other Rights; Waiver.........................5
         Section 2.05.       Control of Related Businesses...............................5

ARTICLE III                  REPRESENTATIONS AND WARRANTIES OF
                             OSI AND THE STOCKHOLDERS
         Section 3.01.       Due Incorporation...........................................6
         Section 3.02.       Qualification...............................................6
         Section 3.03.       Authorization; Enforceability; Absence of Conflicts;
                             Required Consents...........................................6
         Section 3.04.       Charter Documents and Records; No Violation.................7
         Section 3.05.       No Defaults.................................................7
         Section 3.06.       Controlling Affiliates......................................7
         Section 3.07.       Capital Stock of OSI........................................7
         Section 3.08.       Transactions in Capital Stock...............................8
         Section 3.09.       No Bonus Shares.............................................8
         Section 3.10.       Predecessor Status; etc.....................................8
         Section 3.11.       Related Party Agreements....................................8
         Section 3.12.       Litigation..................................................8
         Section 3.13.       Financial Statements; Disclosure............................8
         Section 3.14.       Compliance With Laws........................................9
         Section 3.15.       Certain Environmental Matters..............................10
         Section 3.16.       Liabilities and Obligations................................10
         Section 3.17.       Receivables................................................10
         Section 3.18.       Real Properties............................................11
         Section 3.19.       Other Tangible Assets......................................11
         Section 3.20.       Intellectual Property Rights...............................11
         Section 3.21.       Relations With Governments, etc............................12
         Section 3.22.       Commitments................................................12
         Section 3.23.       Insurance..................................................13
         Section 3.24.       Employee Matters...........................................13
         Section 3.25.       Compliance With ERISA, etc.................................15
         Section 3.26.       Taxes......................................................17
         Section 3.27.       Government Contracts.......................................18
         Section 3.28.       Absence of Changes.........................................18
         Section 3.29.       Bank Relations; Powers of Attorney.........................20
         Section 3.30.       Current Reports............................................20
         Section 3.31.       No Brokers.................................................20
         Section 3.32.       Year 2000 Compliance.......................................20

ARTICLE IV                   REPRESENTATIONS AND WARRANTIES OF T-NDE
         Section 4.01.       Organization; Power........................................21
         Section 4.02.       Authorization; Enforceability; Absence of Conflicts;
                             Required Consents..........................................21
         Section 4.03.       Capital Stock of T-NDE.....................................22
         Section 4.04.       No Litigation..............................................22

ARTICLE V                    CONDITIONS TO CLOSING AND CONSUMMATION
         Section 5.01.       Conditions to the Obligations of Each Party................22
         Section 5.02.       Conditions to the Obligations of the Stockholders..........22
         Section 5.03.       Conditions to the Obligations of T-NDE.....................23

ARTICLE VI                   COVENANTS FOLLOWING THE CLOSING DATE
         Section 6.01.       Preparation and Filing of Tax Returns......................24
         Section 6.02.       Removal of Guaranties......................................25
         Section 6.03.       Undertakings by Certain Stockholders.......................25
         Section 6.04.       Intellectual Property Rights...............................26

ARTICLE VII                  INDEMNIFICATION
         Section 7.01.       Survival of Representations and Warranties.................26
         Section 7.02.       Indemnification of T-NDE Indemnified Parties...............27
         Section 7.03.       Indemnification of Stockholder Indemnified Parties.........27
         Section 7.04.       Conditions of Indemnification..............................28
         Section 7.05.       Remedies Not Exclusive.....................................30
         Section 7.06.       Limitations on Indemnification.............................30
         Section 7.07.       Satisfaction of Indemnity..................................30

ARTICLE VIII                 COMPETITION AND CONFIDENTIALITY
         Section 8.01.       Prohibited Activities......................................31
         Section 8.02.       Damages....................................................32
         Section 8.03.       Reasonable Restraint.......................................33
         Section 8.04.       Severability; Reformation..................................33
         Section 8.05.       Independent Covenant.......................................33
         Section 8.06.       Materiality................................................33
         Section 8.07.       Potentially Competitive Activities.........................33

ARTICLE IX                   DEFINITIONS AND DEFINITIONAL PROVISIONS
         Section 9.01.       Defined Terms..............................................34
         Section 9.02.       Other Defined Terms........................................43
         Section 9.03.       Other Definitional Provisions..............................43
         Section 9.04.       Captions...................................................44

ARTICLE X                    GENERAL PROVISIONS
         Section 10.01.      Brokers and Agents.........................................44
         Section 10.02.      Assignment; No Third Party Beneficiaries...................44
         Section 10.03.      Entire Agreement; Amendment; Waivers.......................44
         Section 10.04.      Expenses...................................................45
         Section 10.05.      Notices....................................................45
         Section 10.06.      Governing Law..............................................46
         Section 10.07.      Exercise of Rights and Remedies............................46
         Section 10.08.      Time.......................................................46
         Section 10.09.      Reformation and Severability...............................46
         Section 10.10.      Remedies Cumulative........................................46
         Section 10.11.      Release....................................................47
         Section 10.12.      Arbitration................................................47
         Section 10.13.      Counterpart Execution; Facsimiles..........................48
</TABLE>


<PAGE>



                                                     SCHEDULES

Schedule 1.04          Form of Promissory Note and Allocation of Cash Payment
Schedule 1.05-1        Stockholders Receiving Warrants
Schedule 1.05          Form of Warrant Agreement
Schedule 1.06          Stockholders Receiving T-NDE Common Stock
Schedule 2.01          Ownership and Status of OSI Capital Stock
Schedule 2.06          Control of Related Businesses
Schedule 3.02          Jurisdictions in which OSI is authorized or qualified to
                         do business
Schedule 3.06          Controlling Affiliates
Schedule 3.07          Capital Stock of OSI
Schedule 3.08          Transactions in Capital Stock
Schedule 3.09          No Bonus Shares
Schedule 3.10          Predecessor Status; etc.
Schedule 3.11          Related Party Agreements
Schedule 3.12          Litigation
Schedule 3.14          Compliance With Laws
Schedule 3.15          Certain Environmental Matters
Schedule 3.16          Liabilities and Obligations
Schedule 3.17          Receivables
Schedule 3.18          Real Properties
Schedule 3.19          Other Tangible Assets
Schedule 3.20          Proprietary Rights
Schedule 3.22          Commitments
Schedule 3.23          Insurance
Schedule 3.24          Employee Matters
Schedule 3.25          Multiemployer Plans
Schedule 3.26          Taxes
Schedule 3.28          Absence of Changes
Schedule 3.29          Bank Relations; Powers of Attorney
Schedule 6.03          List of Guaranties made by James W. Law
Schedule 7.01          Indemnified Representations and Warranties of OSI Which
                         do not Expire



<PAGE>



                            STOCK PURCHASE AGREEMENT

               THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement"),  dated as of
_______,  1998, by and among the parties designated on the signature page hereto
as  Sellers  (hereinafter  referred  to  individually  as  a  "Stockholder"  and
collectively  as  "Stockholders"),  being the  owners of all of the  outstanding
common stock of OUTBOUND SERVICES,  INC., a California corporation  (hereinafter
referred  to as  "OSI"),  and  TANKNOLOGY-NDE  INTERNATIONAL,  INC.,  a Delaware
corporation (hereinafter referred to as "T-NDE");

                                    RECITALS

               WHEREAS,  Stockholders  own 142,423  shares (the "Shares") of OSI
common stock, no par value (the "Common Stock"),  constituting all of the issued
and outstanding Shares of Common Stock; and

               WHEREAS,  T-NDE  desires to acquire  the Shares and  Stockholders
desire to sell the Shares to T-NDE in  accordance  with the terms and subject to
the conditions of this Agreement;

               NOW,  THEREFORE,   in  consideration  of  the  mutual  covenants,
agreements,  representations  and  warranties set forth in this  Agreement,  the
parties to this Agreement hereby agree as follows:

                                    ARTICLE I

                       ACQUISITION AND TRANSFER OF SHARES

               At the Closing and  subject to the terms and  conditions  of this
Agreement, the parties hereto shall cause the following events to occur:

               Section   1.01.   Acquisition   and   Transfer;   Assignment   of
Intellectual Property Rights.  Stockholders shall convey,  assign,  transfer and
deliver  to  T-NDE  all of the  Shares,  represented  by the  appropriate  stock
certificates  duly endorsed for transfer,  free and clear of all liens,  claims,
encumbrances,  restrictions,  legends or other impediments to the complete, full
and unfettered  transfer of ownership thereof.  Each Stockholder hereby assigns,
and if at this time is not able to assign,  agrees to assign,  to OSI all right,
title, and interest,  throughout the world, in and to all Intellectual  Property
it has developed, conceived, or created for use by OSI.

               Section 1.02.  Disbursement  Agent. There shall be a Disbursement
Agent whose purpose is to facilitate the distribution  among the Stockholders of
the  Acquisition   Consideration   delivered  by  T-NDE  under  the  Acquisition
Agreements,  and to facilitate the efficient communication between T-NDE and the
Stockholders  thereunder.  The Stockholders  entitled to receive at least 80% of
the  Acquisition  Consideration  shall appoint one  Stockholder  to serve as the
Disbursement  Agent,  who  can  only be  substituted  by a  similar  vote of the
Stockholders, upon written notice to T-NDE.


                                       -1-

<PAGE>



               The undersigned  Stockholders hereby appoint Stockholder James W.
Law as the Disbursement Agent.

               (a) Attorney-in-fact; Scope of Authority. The Stockholders hereby
appoint the  Disbursement  Agent, or any substitute  Disbursement  Agent, as the
true  and  lawful   attorney-in-fact  for  Stockholders.   In  his  capacity  as
attorney-in-fact,  the  Disbursement  Agent shall have the  authority  to do and
perform any act whatsoever  necessary or desirable to be done in connection with
all matters relating to the Acquisition Agreements, the undersigned Stockholders
hereby  ratifying  and  approving  the  acts of said  attorney-in-fact,  and the
signature  of  said  attorney-in-fact  shall  constitute  the  act of any or all
Stockholders. Specifically, but not by way of limitation, the Disbursement Agent
shall have the following powers:

               (i) to take  delivery of the  Promissory  Note as provided for in
     Section 1.04 and to act as holder thereof, receiving principal and interest
     payments thereunder on behalf of Stockholders, in accordance with the terms
     of this Agreement and the Promissory Note;

               (ii)  to take  delivery  of all  notices  and  correspondence  as
     provided for or arising out of the Acquisition Agreements;

               (iii) to act on behalf  of the  Stockholders  to  amend,  modify,
     waive,  or  release  any of the  terms  or  provisions  of the  Acquisition
     Agreements as the Disbursement Agent deems appropriate, any such amendment,
     modification,  waiver or release  executed  or granted by the  Disbursement
     Agent to be binding upon and  enforceable  against all  Stockholders to the
     same extent as if such amendment,  modification, waiver or release had been
     executed by such Stockholder.

               (b)  Duties of the  Disbursement  Agent.  In  fulfillment  of his
duties, the Disbursement Agent shall:

               (i) take  delivery  of the  Promissory  Note as  provided  for in
     Section 1.04 and to act as holder thereof on behalf of Stockholders, taking
     delivery of principal and interest  payments  thereunder  and  distributing
     such  payments   among  the   Stockholders   pro  rata  according  to  each
     Stockholder's  respective  percentage  ownership  of OSI  Capital  Stock as
     indicated  by  Schedule  2.01 to  this  Agreement  and to  enter  into  any
     subordination  or  inter-creditor  agreements on behalf of the Stockholders
     necessary to effectuate the Promissory Note;

               (ii) take  delivery or receive  all  Notices  and  correspondence
     provided for or arising out of the  Transaction  Documents and deliver such
     notices and correspondence to Stockholders.

               (c)  Delivery  to  Disbursement  Agent.  Delivery by T-NDE to the
Disbursement  Agent of the  Promissory  Note and  payments  thereunder,  and any
notice or  correspondence  as  provided  for or arising  out of the  Acquisition
Agreements  shall be  deemed  to  constitute  delivery  to the  Stockholders  as
required  by the  Acquisition  Agreements  as of the  date  of  delivery  to the
Disbursement Agent.



                                       -2-

<PAGE>



               (d)  Fulfillment of Duties.  The  Disbursement  Agent shall be an
attorney-in-fact  for, and on behalf of, the Stockholders only, and not an agent
or representative of T-NDE. Delivery of Promissory Note and payments thereunder,
and notices by T-NDE to the Disbursement  Agent shall fully satisfy the delivery
obligations  of T-NDE under the  Acquisition  Agreements  and T-NDE shall not be
responsible for, and Stockholders shall have no recourse to T-NDE in respect of,
the fulfillment or non-fulfillment of the duties of the Disbursement Agent, with
respect to any matter hereunder,  including,  without limitation, any Promissory
Note payment or notice delivered to the Disbursement Agent.

               (e) Liability.  The Disbursement Agent shall not be liable to any
Stockholder  for any act or  failure  to act,  unless  the act or failure to act
constituted willful misconduct, gross negligence, bad faith, or fraud.

               (f)  Compensation.  The Disbursement  Agent shall not receive any
compensation for services as Disbursement Agent, but shall receive reimbursement
for expenses incurred in performing those services.

               Section 1.03.  Cash  Payment.  In partial  consideration  for the
Shares  transferred  pursuant to Section 1.01,  T-NDE shall pay the Stockholders
within two (2) days of  Closing  an  aggregate  of  $700,000  in cash (the "Cash
Payment"),  to be distributed  among the Stockholders pro rata according to each
Stockholder's  respective  percentage  of  ownership  of OSI  Capital  Stock  as
indicated by Schedule 2.01 to this Agreement.

               Section 1.04.  Promissory Note. In partial  consideration for the
Shares  transferred  pursuant  to  Section  1.01,  T-NDE  shall  deliver  to the
Disbursement  Agent at Closing,  a promissory note validly  executed by T-NDE in
the form set forth in Schedule 1.04 (the "Promissory Note"). The Promissory Note
shall be in the aggregate  principal  amount of $750,000,  payable in accordance
with the terms therein.

               Section 1.05. Stock Warrants.  In partial  consideration  for the
Shares  transferred  pursuant  to  Section  1.01,  T-NDE  shall  deliver  to the
Stockholders  within  two (2)  days  of  Closing,  stock  warrants  (the  "Stock
Warrants")  for the purchase of 500,000  shares of common stock of T-NDE ("T-NDE
Common  Stock"),  to be distributed  among the  Stockholders  in the amounts set
forth  opposite each  Stockholder's  name in Schedule  1.05-1 upon the terms set
forth in the Warrant Agreement, in the form set forth in Schedule 1.05-2.

               Section 1.06. T-NDE Capital Stock. In partial  consideration  for
the Shares  transferred  pursuant to Section  1.01,  T-NDE shall  deliver to the
Stockholders  within two (2) days of  Closing,  stock  certificates  for 250,000
shares of T-NDE Common Stock,  to be distributed  among the  Stockholders in the
amounts set forth opposite each Stockholder's name in Schedule 1.06.

               Section 1.07.  Payment of Debt.  (a) T-NDE shall either guarantee
or advance  funds to OSI for OSI to pay, as of the Closing (or when due) certain
Indebtedness  of OSI in an  amount  not to  exceed  $335,000.  The  Indebtedness
comprises the following:


                                       -3-

<PAGE>



              Convertible Debentures...............................$  60,000.00
              Loan Payable to G Hirs.................................184,064.00
              Accrued Salary to James W. Law........................  37,956.43
              Line of Credit (Monarch Bank).........................  30,000.00
              Accounts Payable listed in Schedule 1.07..............  11,590.82
              [Other Obligations]       ............................  11,388.75

               (b) The TNDE loan of $65,000 to OSI shall be forgiven and treated
as if paid in capital.

               (c) The amount for Accrued  Salary to James W. Law of  $37,956.43
set out above is calculated as follows:  Net of Accrued  Salary of $145,000 less
Stockholder  Advance of  $74,043.57  less  amounts  due on  exercise  of options
($33,000).  Mr. Law hereby  agrees  that such  amounts may be so netted and that
upon payment of  $37,956.43,  all amounts due to him from OSI for Accrued Salary
shall be satisfied.

               Section 1.08.  Future  Investment  in OSI.  T-NDE shall invest at
least  $500,000 in  additional  working  capital in OSI payable at not less than
$83,000 at the  beginning of each  quarter,  commencing  with the Closing with a
final  payment in an amount that together  with prior  payments  equals at least
$500,000.

               Section   1.09.   Closing.   The  closing  of  the   transactions
contemplated hereunder (the "Closing") shall take place by exchange of documents
on ________________, 19___ (the "Closing Date").

                                   ARTICLE II

               REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER

               Each of the  Stockholders  represents and warrants to T-NDE that,
as applied solely to himself,  all the following  representations and warranties
in this Article II are as of the date of this Agreement, true and correct:

               Section  2.01.  Ownership  and Status of OSI Capital  Stock.  The
Stockholder is the record and beneficial  owner or the legal owner of the number
of shares of OSI Capital  Stock set forth  opposite  the  Stockholder's  name in
Schedule 2.01, free and clear of all Liens, except for the Liens.

               Section  2.02.  Power  of  the   Stockholder;   Approval  of  the
Acquisition. The Stockholder has the full power, legal capacity and authority to
execute and deliver this Agreement and each other Transaction  Document to which
the  Stockholder  is  a  party  or  causes  the  execution  and  performance  of
Transaction  Documents  signed by the  Disbursement  Agent,  and to perform  the
Stockholder's  obligations  under this Agreement and under all other Transaction
Documents to which the Stockholder is a party. This Agreement  constitutes,  and
each such other  Transaction  Document,  when  executed in and  delivered by the
Disbursement Agent or by the Stockholder, will constitute, the legal, valid and


                                       -4-

<PAGE>



binding  obligation of the Stockholder,  enforceable  against the Stockholder in
accordance with its terms,  except as that  enforceability may be (i) limited by
any applicable  bankruptcy,  insolvency,  reorganization,  moratorium or similar
laws affecting the enforcement of creditors'  rights  generally and (ii) subject
to general  principles of equity  (regardless of whether that  enforceability is
considered in a proceeding in equity or at law) and any implied covenant of good
faith and fair dealing.

               Section 2.03. No Conflicts or Litigation. The execution, delivery
and performance in accordance with their  respective terms by the Stockholder of
this Agreement and the other Transaction Documents to which the Stockholder is a
party, or which the  Disbursement  Agent is a party on behalf of the Stockholder
do not and will not (a) violate or conflict with any  Governmental  Requirement,
(b) breach or  constitute a default  under any  agreement or instrument to which
the  Stockholder  is a party or by which the  Stockholder  or any of the  Shares
owned by the Stockholder is bound,  (c) result in the creation or imposition of,
or afford any Person the right to obtain,  any Lien upon any of the Shares owned
by the  Stockholder  (or upon any  assets,  revenues,  income or  profits of the
Stockholder  therefrom)  or (d) if the  Stockholder  is an Entity,  violate  the
Stockholder's  Charter Documents.  No Litigation is pending or, to the knowledge
of the Stockholder, threatened to which the Stockholder is or may become a party
which (a)  questions or involves the  validity or  enforceability  of any of the
Stockholder's  obligations  under  any  Transaction  Document  or (b)  seeks (or
reasonably may be expected to seek) (i) to prevent or delay the  consummation by
the  Stockholder  of the  transactions  contemplated  by  this  Agreement  to be
consummated by the Stockholder or (ii) damages in connection  with  consummation
by the Stockholder or by the Disbursement  Agent on behalf of the Stockholder of
the transactions contemplated by this Agreement.

               Section 2.04. Preemptive and Other Rights; Waiver. Except for the
right of the Stockholder to acquire T-NDE Common Stock pursuant to Sections 1.05
and  1.06,  the  Stockholder  either  (a)  does  not own or  otherwise  have any
statutory or  contractual  preemptive or other right of any kind  (including any
right of first offer or  refusal) to acquire any shares of OSI Capital  Stock or
T-NDE Common Stock or (b) hereby  irrevocably waives each right of that type the
Stockholder does own or otherwise has.

               Section 2.05. Control of Related Businesses.  Except as set forth
in  Schedule  2.06,  the  Stockholder  is not,  alone or with one or more  other
Persons, the Controlling Affiliate of any Entity,  business or trade (other than
OSI if the  Stockholder  is an Affiliate of OSI) that (a) is engaged in any line
of business which is the same as or similar to any line of business in which OSI
is engaged or (b) is, or has within the three-year  period ending on the date of
this Agreement,  engaged in any transaction with OSI, except for transactions in
the ordinary course of business of OSI.



                                       -5-

<PAGE>



                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                                       OF
                            OSI AND THE STOCKHOLDERS

               OSI and each  Stockholder  jointly and  severally  represent  and
warrant to, and agree with,  T-NDE that all the  following  representations  and
warranties  in this Article III are as of the date of this  Agreement,  true and
correct:

               Section 3.01. Due  Incorporation.  OSI (a) is a corporation  duly
incorporated,  validly existing and in good standing under the laws of the State
of California,  (b) has all requisite  corporate power and authority under those
laws and its Charter Documents to own or lease and to operate its properties and
to carry on its business as now conducted and (c) is duly  qualified and in good
standing  as a  foreign  corporation  in all  jurisdictions  in which it owns or
leases  property or in which the carrying on of its business as now conducted so
requires  except  where  the  failure  to  be so  qualified,  singly  or in  the
aggregate, would not have a Material Adverse Effect.

               Section  3.02.   Qualification.   Schedule  3.02  lists  all  the
jurisdictions  in which OSI is  authorized  or  qualified to own or lease and to
operate its  properties  or to carry on its business as now  conducted,  and OSI
does not own, lease or operate any properties,  or carry on its business, in any
jurisdiction not listed in Schedule 3.02 which is Material to OSI.

               Section   3.03.   Authorization;   Enforceability;   Absence   of
Conflicts; Required Consents. (a) The execution, delivery and performance by OSI
of this  Agreement and each other  Transaction  Document to which it is a party,
and the effectuation of the Acquisition and the other transactions  contemplated
hereby and  thereby,  are within its  corporate or other power under its Charter
Documents  and  the  applicable  Governmental   Requirements  of  the  State  of
California and have been duly authorized by all proceedings,  including  actions
permitted  to be  taken  in lieu of  proceedings,  required  under  its  Charter
Documents and those Governmental Requirements.

               (b) This  Agreement has been,  and each of the other  Transaction
Documents to which OSI is a party, concurrently executed and delivered to T-NDE,
will have been,  duly  executed and delivered by OSI and is, or when so executed
and  delivered  will  be,  the  legal,  valid  and  binding  obligation  of OSI,
enforceable   against  OSI  in  accordance  with  its  terms,   except  as  that
enforceability  may be (i)  limited by any  applicable  bankruptcy,  insolvency,
reorganization,   moratorium  or  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally  and (ii) subject to general  principles of equity
(regardless  of whether that  enforceability  is  considered  in a proceeding in
equity or at law) and any implied covenant of good faith and fair dealing.

               (c) The execution,  delivery and  performance in accordance  with
their respective terms by OSI, the Disbursement Agent or the Stockholders of the
Transaction Documents to which they are party have not and will not (i) violate,
breach or  constitute a default  under (A) the Charter  Documents of OSI (B) any
Governmental Requirement applicable to OSI (C) any Material Agreement of OSI,



                                       -6-

<PAGE>



(ii) result in the  acceleration or mandatory  prepayment of any Indebtedness or
any  Guaranty  of OSI or afford any holder of any of that  Indebtedness,  or any
beneficiary  of any of those  Guaranties,  the right to  require  OSI to redeem,
purchase or otherwise acquire,  reacquire or repay any of that Indebtedness,  or
to perform any of those Guaranties,  (iii) cause or result in the imposition of,
or afford any Person the right to obtain,  any Lien upon any  property or assets
of OSI (or upon any  revenues,  income or profits of OSI) or (iv)  result in the
revocation,  cancellation,  suspension or material  modification,  in any single
case or in the aggregate,  of any Governmental  Approval possessed by OSI at the
date hereof and  necessary  for the  ownership or lease or the  operation of its
properties  or the carrying on of its business as now  conducted,  including any
necessary Governmental Approval under each applicable Environmental Law.

               (d) No Governmental Approvals are required to be obtained, and no
reports or notices to or filings with any Governmental Authority are required to
be made, by OSI or the Stockholders  for the execution,  delivery or performance
by OSI or the Stockholders of the Transaction Documents to which they are party,
the enforcement against OSI of its obligations thereunder or the effectuation of
the Acquisition and the other transactions contemplated thereby.

               Section 3.04.  Charter Documents and Records;  No Violation.  The
Stockholders  have  caused  true,  complete  and  correct  copies of the Charter
Documents,  each as in  effect  on the date  hereof,  and the  minute  books and
similar  corporate or other  Entity  records of OSI to be delivered or otherwise
made available to T-NDE.  No breach or violation of any Charter  Document of OSI
has occurred and is continuing.

               Section 3.05. No Defaults. No condition or state of facts exists,
or, with the giving of notice or the lapse of time or both,  would exist,  which
(a) entitles any holder of any outstanding  Indebtedness or any Guaranty of OSI,
or a  representative  of that holder,  to accelerate the maturity,  or require a
mandatory  prepayment,  of that Indebtedness or Guaranty, or affords that holder
or its representative, or any beneficiary of that Guaranty, the right to require
OSI to redeem,  purchase or  otherwise  acquire,  reacquire or repay any of that
Indebtedness,  or to perform that Guaranty in whole or in part, (b) entitles any
Person to obtain any Lien (other than a Permitted  Lien) upon any  properties or
assets owned by OSI (or upon any revenues,  income or profits of OSI  therefrom)
or (c)  constitutes a violation or breach of, or a default  under,  any Material
Agreement of OSI by OSI.

               Section  3.06.  Controlling  Affiliates.  Except  as set forth in
Schedule  3.06,  OSI  does not own,  of  record  or  beneficially,  directly  or
indirectly  through any Person,  and does not  control,  directly or  indirectly
through any Person or  otherwise,  any Capital  Stock or any option,  warrant or
right to acquire Capital Stock of any Entity.

               Section 3.07.  Capital Stock of OSI. Schedule 3.07 sets forth, by
each class and by each series  within each class,  the total number of shares of
authorized  OSI Capital Stock and the total number of such shares that have been
issued and are now  outstanding.  Except as set forth in Schedule  3.07:  (a) no
shares of OSI  Capital  Stock  are held by OSI as  treasury  shares;  and (b) no
outstanding  options,  warrants or rights to acquire Capital Stock of OSI exist.
All the  issued  and  outstanding  Capital  Stock  of OSI  (a)  have  been  duly
authorized and validly issued in accordance with the applicable Governmental


                                       -7-

<PAGE>



Requirements of the State of California and Charter  Documents and (b) are fully
paid  and  nonassessable.  OSI has not  issued  or sold  any of its  outstanding
Capital  Stock  in  breach  or  violation  of (a) any  applicable  statutory  or
contractual  preemptive  rights,  or any other rights of any kind (including any
rights  of first  offer  or  refusal),  of any  Person  or (b) the  terms of any
options,  warrants  or rights to  acquire  its  Capital  Stock  which  then were
outstanding.  No Person has,  otherwise  than solely by reason of that  Person's
right, if any, to vote shares of the Capital Stock of OSI it holds, any right to
vote on any matter with the holders of Capital Stock of OSI.

               Section 3.08.  Transactions in Capital Stock. Except as set forth
in  Schedule  3.08,  (a) OSI has no  obligation  (contingent  or  otherwise)  to
purchase,  redeem or otherwise acquire or reacquire any of its equity securities
or any  interests  therein or to pay any  dividend or make any  distribution  in
respect  thereof;  and (b) no transaction  has been  effected,  and no action in
contemplation  of the  transactions  described in this Agreement has been taken,
respecting the equity ownership of OSI.

               Section 3.09.  No Bonus  Shares.  Except as set forth in Schedule
3.09, no outstanding  OSI Capital Stock was issued for less than the fair market
value  thereof  at the  time of  issuance  or was  issued  in  exchange  for any
consideration other than cash.

               Section 3.10.  Predecessor  Status;  etc. Schedule 3.10 lists all
the legal and assumed names of all predecessor companies for the past five years
of OSI,  including the names of any Entities from which OSI previously  acquired
material  assets.  Except as  disclosed  in  Schedule  3.10,  OSI has not been a
Subsidiary or division of another  corporation or a part of an acquisition  that
later was rescinded.

               Section 3.11. Related Party Agreements.  Schedule 3.11 sets forth
all Related Party Agreements in effect on the date hereof (the "Retained Related
Party  Agreements").  The terms and  conditions of each of the Retained  Related
Party  Agreements are no less  favorable to OSI than OSI  reasonably  could have
expected to obtain in an  arm's-length  transaction  with a Person other than an
Affiliate  of OSI,  the  rentals  provided  for in the  Retained  Related  Party
Agreements  constituting  leases of  property  to OSI do not and will not exceed
fair  market  rentals  of the  properties  being  rented or leased  under  those
Retained Related Party Agreements and the payments provided to be made by OSI in
the other Retained  Related Party Agreements do not exceed the fair market value
of the goods or other property provided to or the services performed for OSI.

               Section 3.12.  Litigation.  Except as disclosed in Schedule 3.12,
no  Litigation  is  pending  or,  to the  knowledge  of OSI or any  Stockholder,
threatened to which OSI is or may become a party.

               Section 3.13.  Financial  Statements;  Disclosure.  (a) Financial
Statements.  (i) The  Financial  Statements  (including in each case the related
schedules and notes, if any) attached  hereto as Schedule 3.13,  which have been
prepared by Castillo & Ebenhoch,  a California  accountant  corporation,  and in
accordance  with the GAAP,  except as set  forth in the notes  attached  to such


                                       -8-

<PAGE>



Financial  Statements,  present fairly, in all material respects,  the financial
position of OSI at the respective  dates of the balance sheets included  therein
and the results of operations and cash flows of OSI for the  respective  periods
set forth therein  (subject,  in the case of interim  financial  statements,  to
normal  and  recurring   year-end   adjustments  and  the  absence  of  footnote
disclosure).  As of the date of any  balance  sheet  included  in the  Financial
Statements delivered to T-NDE, OSI did not have any outstanding  Indebtedness to
any Person or any liabilities of any kind (including contingent obligations, tax
assessments or unusual forward or long-term  commitments),  or any unrealized or
anticipated  loss,  which in the aggregate then were Material to OSI or required
to be  reflected  in those  Financial  Statements  or in the  notes  thereto  in
accordance with GAAP which were not so reflected.

               (ii) Since the  Current  Balance  Sheet  Date,  no  changes  have
occurred  in  the  business,  operations,  properties  or  assets,  liabilities,
condition  (financial  or other) or  results  of  operations  of OSI that  could
reasonably be expected in the aggregate to have a Material Adverse Effect.

               (b) Disclosure.  As of the date hereof,  all Information that has
been  made  available  to T-NDE by or on behalf of OSI prior to the date of this
Agreement in  connection  with the  transactions  contemplated  hereby is, taken
together,  true and correct in all  material  respects  and does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
in order to make the statements  contained therein not materially  misleading in
light of the circumstances under which those statements were made.

               Section 3.14.  Compliance  With Laws.  (a) Except as disclosed in
Schedule  3.14,   (i)  OSI   possesses,   or,  if  required  by  the  applicable
Environmental  Laws  (including  those  relating to the  maintenance,  repair or
servicing   of   appliances,    equipment   or   other    products    containing
chlorofluorocarbons or  hydrochlorofluorocarbons),  one or more of its employees
as required by those Environmental Laws possesses, all necessary master licenses
and similar Governmental Approvals required for the conduct of its business; and
(ii) OSI and such one or more of its employees are in compliance in all material
respects with the terms and conditions of all Governmental  Approvals  necessary
for the ownership or lease and the operation of its  properties  (including  all
the  facilities  and sites it owns or holds under any lease) and the carrying on
of its business as now conducted.  Schedule 3.14 discloses all the  Governmental
Approvals so possessed.  All the Governmental  Approvals so listed are valid and
in full force and effect and,  except as disclosed in Schedule 3.14, OSI has not
received,  nor to the knowledge of any  Stockholder,  has any employee of either
received, any notice from any Governmental Authority of its intention to cancel,
terminate or not renew any of those Governmental Approvals.

               (b)  Except as  disclosed  in  Schedule  3.14,  OSI (i) has been,
continues to be, and will be following the closing in compliance in all material
respects  with  all  Governmental  Requirements  applicable  to it or any of its
presently  or  previously  owned  or  operated  properties  (including  all  the
facilities  and sites now or  previously  owned or held by it under any  lease),
businesses or  operations,  including all applicable  Governmental  Requirements
under ERISA and Environmental Laws; and (ii)(A) OSI has not received, nor to the
knowledge of OSI has any  employee  received,  any notice from any  Governmental
Authority which asserts, or raises the possibility of assertion of, any


                                       -9-

<PAGE>



noncompliance  with  any  of  those  Governmental  Requirements  and  (B) to the
knowledge  of OSI and the  Stockholders,  no  condition or state of facts exists
which would provide a valid basis for any such assertion.

               Section 3.15. Certain Environmental Matters.  Except as disclosed
in Schedule 3.15, (a) OSI has complied in all material respects,  and remains in
compliance in all material  respects,  with the provisions of all  Environmental
Laws  applicable  to OSI or any of its presently  owned or operated  facilities,
sites or other  properties,  businesses  and  operations and which relate to the
reporting  by OSI of all sites  presently  owned or  operated by OSI where Solid
Wastes,  Hazardous  Wastes or Hazardous  Substances  have been treated,  stored,
disposed  of  or  otherwise  handled;  (b)  no  release  (as  defined  in  those
Environmental  Laws) at,  from,  in or on any site owned or  operated by OSI has
occurred  which,  if all relevant facts were known to the relevant  Governmental
Authorities,  reasonably could be expected to require  remediation to avoid deed
record notices,  restrictions,  liabilities or other consequences that would not
be  applicable  if that  release  had not  occurred;  (c) OSI (or any  agent  or
contractor of OSI) has not transported or arranged for the transportation of any
solid wastes,  hazardous  wastes or hazardous  substances  to, as such terms are
defined in the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980 and the Resource  Conservation and Recovery Act of 1976, or disposed
or arranged for the disposition  thereof,  any off-site location that could lead
to any claim against OSI,  T-NDE or any  Subsidiary  of T-NDE,  as a potentially
responsible party or otherwise, for any clean-up costs, remedial work, damage to
natural resources, personal injury or property damage, including any claim under
CERCLA;  and (d) no storage tanks exist on or under any of the properties  owned
or operated by OSI from which any Solid  Wastes,  Hazardous  Wastes or Hazardous
Substances have been released into the surrounding environment. OSI has provided
T-NDE with  copies (or if not  available,  accurate  written  summaries)  of all
environmental  investigations,  studies,  audits,  reviews  and  other  analyses
conducted by or on behalf,  or which  otherwise  are in the  possession,  of OSI
respecting any facility,  site or other property  presently owned or operated by
OSI.

               Section 3.16.  Liabilities and  Obligations.  Schedule 3.16 lists
all present  liabilities,  of every kind,  character and description and whether
accrued,  absolute,  fixed,  contingent or otherwise, of OSI which (a) exceed or
reasonably  could be  expected to exceed  $10,000 and (b) (i) had been  incurred
prior to the Current  Balance  Sheet Date,  but are not reflected on the Current
Balance  Sheet,  or (ii) were  incurred  after the  Current  Balance  Sheet Date
otherwise  than in the  ordinary  course of business  and  consistent  with past
practice.  Schedule  3.16 also  lists and  describes  each of OSI's  outstanding
secured and unsecured Guaranties not constituting its Indebtedness and, for each
of those  Guaranties,  whether any Stockholder or Related Person or Affiliate of
any Stockholder is a Person whose obligation is covered by that Guaranty, and if
that  item is  secured  by any  property  or asset of OSI,  the  nature  of that
security.

               Section 3.17. Receivables.  Except as set forth in Schedule 3.17,
all the accounts and notes or other advances  receivable of OSI reflected on the
Current  Balance  Sheet  were  collected,  or are valid and  enforceable  claims
arising in the  ordinary  course of business  and, to the  knowledge of OSI, are
collectible,  in the respective  amounts so reflected,  net of the reserves,  if
any, reflected in the Current Balance Sheet.


                                      -10-

<PAGE>



               Section  3.18.  Real  Properties.  (a)  Schedule  3.18  lists and
correctly  describes in all material respects:  (i) all real properties owned by
OSI and, for each of those  properties,  the address thereof and the use thereof
in the business of OSI, and (ii) all real  properties of which OSI is the lessee
and, for each of those properties,  the address thereof and the lease (including
its expiration date and any renewal options) relating thereto.

               (b) OSI has provided T-NDE with true, complete and correct copies
of all title reports and insurance  policies  owned or in the  possession of OSI
and  relating  to any of the real  properties  listed as being owned in Schedule
3.18.  Except as set forth in Schedule 3.18 or those  reports and policies,  and
except for Permitted  Liens, OSI owns in fee, and has good, valid and marketable
title to, free and clear of all Liens,  each property listed in Schedule 3.18 as
being owned.

               (c) OSI has provided T-NDE with true, correct and complete copies
of all  leases  under  which OSI is  leasing  each of the  properties  listed in
Schedule  3.18 as being leased and,  except as set forth in Schedule  3.18,  (i)
each of those  leases  is, to the  knowledge  of OSI,  valid and  binding on the
lessor party  thereto,  and (ii) the lessee party  thereto has not sublet any of
the leased space to any Person other than OSI.

               (d) The fixed  assets of OSI are  affixed  only to one or more of
the real properties listed in Schedule 3.18 and, except as set forth in Schedule
3.18,  are  maintained  in  accordance  with  reasonable   commercial  operating
practices and adequate for the purposes for which they  presently are being used
or held for use, ordinary wear and tear excepted.

               Section 3.19. Other Tangible Assets.  (a) Schedule 3.19 discloses
all leases,  including capital leases,  that are Material to OSI under which OSI
is leasing its property,  plant and equipment  and other  tangible  assets other
than real  properties.  Except as set forth in Schedule  3.19, (i) each of those
leases is, to the  knowledge  of OSI,  valid and  binding  on the  lessor  party
thereto  and (ii) the  lessee  party  thereto  has not  sublet any of the leased
property to any Person other than OSI.

               (b) Except as set forth in Schedule 3.19, all the property, plant
and equipment of OSI are in good working order and condition,  ordinary wear and
tear excepted,  and adequate for the purposes for which they presently are being
used or held for use.

               (c) In  each  case,  free  and  clear  of all  Liens  except  for
Permitted  Liens and as set forth in Schedule 3.19, OSI has good and valid title
to, or holds under a lease valid and binding on the lessor  party  thereto,  all
its tangible personal  properties and assets (including its property,  plant and
equipment) that individually is or in the aggregate are Material to OSI.

               Section 3.20.  Intellectual  Property Rights. Except as set forth
in Schedule 3.20, OSI owns,  free and clear of all Liens, or has the legal right
to use all Intellectual Property Rights that are necessary to the conduct of its
business as now conducted,  in each case free, to their knowledge, of any claims
or infringements.  Schedule 3.20 (a) lists these  Intellectual  Property Rights,
(b) indicates the  Intellectual  Property Rights owned by OSI and, for those not
listed as so owned,  the agreement or other  arrangement  pursuant to which they
are possessed, and (c) lists any and all Persons that, to the knowledge of OSI


                                      -11-

<PAGE>



or the  Stockholders,  have, at any time, had any claim whatsoever to any right,
title or interest  in  Intellectual  Property.  No consent of any Person will be
required  for the use of any of  these  Intellectual  Property  Rights  by T-NDE
following Closing and no governmental  registration of any of these Intellectual
Property  Rights has lapsed or expired or been canceled,  abandoned,  opposed or
the  subject  of any  reexamination  request.  OSI  has  obtained  any  and  all
applications,  assignments,  documents,  and other  instruments from all Persons
having any rights or interest in the Intellectual  Property necessary to protect
all rights, title, and interest in or to such Intellectual  Property,  including
an  assignment  by any  and  all  Persons  listed  in  Schedule  3.20(c)  of all
Intellectual  Property Rights of such person,  in the form set forth at Schedule
5.03-6 (the "Intellectual Property Assignment").

               Section 3.21. Relations With Governments,  etc. OSI has not made,
offered  or  agreed to offer  anything  of value to any  governmental  official,
political  party or candidate for government  office which would cause OSI to be
in violation of the Foreign  Corrupt  Practices Act of 1977 or any  Governmental
Requirement to a similar effect.

               Section  3.22.  Commitments.  Schedule 3.22 sets forth a complete
list of each of the following whether written or oral to which OSI is a party or
by which any of its properties is bound and which presently remains executory in
whole or in any part:

               (a) each partnership, joint venture or cost-sharing agreement;

               (b) each guaranty or suretyship,  indemnification or contribution
     agreement or performance bond;

               (c) each instrument,  agreement or other obligation evidencing or
     relating to  Indebtedness  of OSI or to money lent or to be lent to another
     Person, which together with other such instruments,  evidence  Indebtedness
     of more than $25,000 in the aggregate;

               (d) each contract to purchase or sell real property;

               (e) each  agreement  with dealers or sales or commission  agents,
     public relations or advertising  agencies,  accountants or attorneys (other
     than in connection  with this Agreement and the  transactions  contemplated
     hereby)  involving  total payments  within any 12-month period in excess of
     $25,000 in the aggregate and which is not terminable without penalty and on
     no more than 30 days' prior notice;

               (f) each agreement for the  acquisition or provision of services,
     supplies,  equipment,  inventory, fixtures or other property involving more
     than $25,000 in the aggregate;

               (g) each contract containing any noncompetition covenant;



                                      -12-

<PAGE>



               (h) each agreement  providing for the purchase from a supplier of
     all or substantially all the requirements of OSI of a particular product or
     service; and

               (i) each other  agreement or commitment  not made in the ordinary
     course of business that is Material to OSI.

True,  correct and complete copies of all written items listed above,  and true,
correct and complete written  descriptions of all oral items listed above,  have
heretofore  been  delivered or made  available to T-NDE.  Except as set forth in
Schedule 3.22: (a) there are no existing or asserted defaults, events of default
or events,  occurrences,  acts or omissions  that,  with the giving of notice or
lapse of time or both, would constitute defaults or events of default by OSI or,
to the knowledge of OSI or any Stockholder,  any other party thereto,  under any
of the items listed  above which are Material to OSI; and (b) no penalties  have
been  incurred,  nor are  amendments  pending,  with respect to the items listed
above which are  Material to OSI.  The items  listed above are in full force and
effect and are valid and enforceable obligations of OSI and, to the knowledge of
OSI or any  Stockholder,  the other  parties  thereto in  accordance  with their
respective terms, and no defenses,  off-sets or counterclaims have been asserted
or, to the knowledge of OSI or any Stockholder, may be made by any party thereto
(other than by OSI), nor has OSI waived any rights thereunder.

               Section 3.23.  Insurance.  Schedule 3.23 sets forth a list of all
insurance policies carried by OSI. OSI has previously provided T-NDE with: (a) a
complete  list of all  insurance  loss  runs and  worker's  compensation  claims
received for the most recently ended three policy years; and (b) true,  complete
and correct copies of all insurance policies carried by OSI which are in effect,
all of which (i) have been issued by insurers of recognized  responsibility  and
(ii) currently are, and will remain without  interruption  through  Closing,  in
full force and effect.  Except as set forth in Schedule  3.23:  (a) no insurance
carried by OSI has been canceled by the insurer during the past five years,  and
OSI has not been denied coverage during the past ten years;  and (b) OSI has not
received any notice or other communication from any issuer of any such insurance
policy of any  material  increase in any  deductibles,  retained  amounts or the
premiums payable thereunder,  and, to the knowledge of OSI and the Stockholders,
no such increase in deductibles, retainages or premiums is threatened.

               Section 3.24. Employee Matters.  (a) Cash Compensation.  Schedule
3.24 sets forth a complete written list of the names, titles and rates of annual
cash compensation, at the Current Balance Sheet Date and at the date hereof (and
the portions  thereof  attributable to salary or the equivalent,  fixed bonuses,
discretionary  bonuses  and other cash  compensation,  respectively)  of all key
employees,  nonemployee officers,  nonemployee directors and key consultants and
independent  contractors  of OSI who receive  annualized  cash  compensation  of
greater than $100,000.

               (b)  Employment  Agreements.  Schedule 3.24 lists all  Employment
Agreements  remaining  executory  in whole or in part on the date  hereof  or to
become  effective  after the date hereof,  and OSI has provided T-NDE with true,
complete and correct  copies of all those  Employment  Agreements.  OSI is not a
party to any oral Employment Agreement.



                                      -13-

<PAGE>



               (c)  Other  Compensation  Plans.  Schedule  3.24  lists all Other
Compensation  Plans either  remaining  executory on the date hereof or to become
effective after the date hereof. OSI has provided T-NDE with a true, correct and
complete copy of each of those Other  Compensation  Plans that is in writing and
an accurate written  description of each of those Other  Compensation Plans that
is not  written.  Except  as set  forth  in  Schedule  3.24,  each of the  Other
Compensation  Plans,  including each that is a Welfare Plan, may be unilaterally
amended or  terminated  by OSI without  liability to OSI,  except as to benefits
accrued thereunder prior to that amendment or termination.

               (d) ERISA Benefit  Plans.  Schedule 3.24 (i) lists (A) each ERISA
Pension Benefit Plan (1) the funding requirements of which (under Section 301 of
ERISA or Section 412 of the Code) are, or at any time during the six-year period
ending on the date hereof were, in whole or in part, the  responsibility  of OSI
or (2)  respecting  which OSI is,  or at any time  during  that  period  was,  a
"contributing  sponsor" or an "employer" as defined in Sections  4001(a)(13) and
3(5),  respectively,  of ERISA (each plan  described  in this clause (A) being a
"Company  ERISA  Pension  Plan"),  (B) each other  ERISA  Pension  Benefit  Plan
respecting  which an ERISA  Affiliate is, or at any time during that period was,
such a "contributing  sponsor" or "employer" (each plan described in this clause
(B) being an "ERISA  Affiliate  Pension Plan") and (C) each other ERISA Employee
Benefit  Plan that is being,  or at any time during that period was,  sponsored,
maintained or  contributed to by OSI (each plan described in this clause (C) and
each Company ERISA  Pension Plan being a "Company  ERISA  Benefit  Plan"),  (ii)
states  the  termination  date of each  Company  ERISA  Benefit  Plan and  ERISA
Affiliate  Pension Plan that has been  terminated and (iii)  identifies for each
ERISA  Affiliate  Pension Plan the relevant ERISA  Affiliates.  OSI has provided
T-NDE with (i) true,  complete  and  correct  copies of (A) each  Company  ERISA
Benefit Plan and ERISA Affiliate  Pension Plan, (B) each trust agreement related
thereto and (C) all  amendments to those plans and trust  agreements.  Except as
set forth in Schedule  3.24, (i) OSI is not, nor at any time during the six-year
period ended on the date hereof was, a member of any ERISA Group that  currently
includes,  or included when OSI was a member, among its members any Person other
than OSI and (ii) no Person is an ERISA Affiliate of OSI.

               (e) Employee  Policies and  Procedures.  Schedule  3.24 lists all
Employee  Policies and  Procedures.  OSI has  provided  T-NDE with a copy of all
written  Employee  Policies  and  Procedures  and a written  description  of all
Material unwritten Employee Policies and Procedures.

               (f) Unwritten  Amendments.  Except as described in Schedule 3.24,
no Material unwritten  amendments have been made, whether by oral communication,
pattern  of  conduct  or  otherwise,  with  respect  to any  of  the  Employment
Agreements, Other Compensation Plans or Employee Policies and Procedures.

               (g) Labor  Compliance.  OSI has been and is in  compliance in all
material  respects  with all  applicable  Governmental  Requirements  respecting
employment  and  employment  practices,  terms and  conditions of employment and
wages and hours, and OSI is not liable for any arrears of wages or penalties for
failure to comply with any of the  foregoing.  OSI has not engaged in any unfair
labor practice or  discriminated  on the basis of race,  color,  religion,  sex,
national  origin,  age,  disability or handicap in its employment  conditions or
practices. Except as set forth in Schedule 3.24, there are no (i) unfair labor


                                      -14-

<PAGE>



practice  charges or  complaints  or racial,  color,  religious,  sex,  national
origin, age, disability or handicap discrimination charges or complaints pending
or, to the knowledge of OSI or any  Stockholder,  threatened  against OSI before
any  Governmental  Authority  (nor, to the knowledge of OSI or any  Stockholder,
does any valid basis  therefor  exist) or (ii)  existing or, to the knowledge of
OSI  or  any  Stockholder,   threatened  labor  strikes,  disputes,  grievances,
controversies  or other labor  troubles  affecting OSI (nor, to the knowledge of
OSI or any Stockholder, does any valid basis therefor exist).

               (h) Unions. Except as set forth in Schedule 3.24, (i) neither OSI
nor any ERISA  Affiliate has ever been a party to any agreement  with any union,
labor  organization or collective  bargaining unit, (ii) no employees of OSI are
represented by any union, labor  organization or collective  bargaining unit and
(iii) to the knowledge of OSI or any  Stockholder,  none of the employees of OSI
have  threatened to organize or join a union,  labor  organization or collective
bargaining unit.

               (i) Change of Control  Benefits.  Except as set forth in Schedule
3.24,  OSI is not a party to any agreement,  nor has it established  any policy,
practice or program, requiring it to make a payment or provide any other form of
compensation  or  benefit  or  vesting  rights  to  any  person  employed  by or
performing  services  for OSI which  would not be  payable  or  provided  in the
absence of this Agreement or the consummation of the  transactions  contemplated
by this  Agreement,  including any  parachute  payment under Section 280G of the
Code.

               (j) Retirees.  OSI does not have any  obligation or commitment to
provide medical, dental or life insurance benefits to or on behalf of any of its
employees who may retire or any of its former  employees who have retired except
as may be  required  pursuant to the  continuation  of  coverage  provisions  of
Section 4980B of the Code and the applicable parallel provisions of ERISA.

               Section 3.25. Compliance With ERISA, etc. (a) Compliance. Each of
OSI's ERISA Benefit Plans and Other  Compensation  Plans (each, a "Plan") (i) is
in substantial  compliance  with all applicable  provisions of ERISA, as well as
with  all  other  applicable  Governmental  Requirements,   and  (ii)  has  been
administered, operated and managed in accordance with its governing documents.

               (b)  Qualification.  All Plans that are intended to qualify under
Section  401(a) of the Code (the  "Qualified  Plans") are so qualified  and have
been determined by the IRS to be so qualified (or application for  determination
letters  have been timely  submitted to the IRS).  OSI has  provided  T-NDE with
true,  complete and correct  copies of the current plan  determination  letters,
most recent actuarial  valuation reports,  if any, most recent Form 5500, or, as
applicable,  Form  5500-C/R,  filed with respect to each such Qualified Plan and
most recent trustee or custodian  report. To the extent that any Qualified Plans
have not been amended to comply with applicable Governmental  Requirements,  the
remedial  amendment period permitting  retroactive  amendment of these Qualified
Plans has not expired  and will not expire  within 120 days after  Closing.  All
reports and other documents required to be filed with any governmental agency or


                                      -15-

<PAGE>



distributed  to plan  participants  or  beneficiaries  have been timely filed or
distributed.

               (c) No Prohibited  Transactions,  etc. None of the  Stockholders,
any Plan or OSI has engaged in any Prohibited Transaction.  No Plan has incurred
an accumulated funding deficiency,  as defined in Section 412(a) of the Code and
Section 302(a) of ERISA, and no circumstances  exist pursuant to which OSI could
have any direct or indirect liability whatsoever (including being subject to any
statutory Lien to secure payment of any such liability),  to the Pension Benefit
Guaranty Corporation under Title IV of ERISA or to the IRS for any excise tax or
penalty with respect to any Plan now or hereafter  maintained or  contributed to
by OSI or any of its ERISA Affiliates. Further:

               (i) there  have been no  terminations,  partial  terminations  or
     discontinuances   of   contributions   to  any  Qualified  Plan  without  a
     determination  by the IRS that such  action does not  adversely  affect the
     tax-qualified status of that plan;

               (ii) no Termination Event has occurred;

               (iii) no  Reportable  Event has occurred with respect to any Plan
     which was not properly reported;

               (iv)  the  valuation  of  assets  of any  Qualified  Plan,  as of
     Closing,  shall equal or exceed the actuarial present value of all "benefit
     liabilities"  (within the meaning of Section  4001(a)(16)  of ERISA)  under
     that plan in accordance with the  assumptions  contained in the regulations
     of the  Pension  Benefit  Guaranty  Corporation  governing  the  funding of
     terminated defined benefit plans;

               (v) with  respect to Plans  qualifying  as "group  health  plans"
     under  Section  4980B of the Code or  Section  607(l)  or 609 of ERISA  and
     related regulations (relating to the benefit continuation rights imposed by
     "COBRA"  or  qualified   medical  child  support   orders),   OSI  and  the
     Stockholders  have complied in all material  respects  with all  reporting,
     disclosure,  notice,  election and other benefit  continuation and coverage
     requirements  imposed thereunder as and when applicable to those plans, and
     OSI has not incurred  (nor will it incur) any direct or indirect  liability
     or is (or will be)  subject to any loss,  assessment,  excise tax  penalty,
     loss of federal income tax deduction or other sanction,  arising on account
     of or in  respect  of  any  direct  or  indirect  failure  by  OSI  or  any
     Stockholder,  at any time prior to Closing, to comply with any such federal
     or state benefit continuation or coverage requirement,  which is capable of
     being assessed or asserted  before or after Closing  directly or indirectly
     against OSI, any Stockholder, T-NDE or any Subsidiary of T-NDE with respect
     to any of those group health plans;

               (vi) the  Financial  Statements  as of the Current  Balance Sheet
     Date  reflect the  approximate  total  pension,  medical and other  benefit
     liability for all Plans, and no material


                                      -16-

<PAGE>



     funding changes or  irregularities  are reflected thereon which would cause
     those Financial Statements to be not representative of prior periods; and

               (vii) OSI has not incurred liability under Section 4062 of ERISA.

               (d)  Multiemployer  Plans.  Except as set forth in Schedule 3.25,
neither  OSI nor any  ERISA  Affiliate  of OSI is,  or at any  time  during  the
six-year  period  ended on the date hereof was,  obligated  to  contribute  to a
Multiemployer  Plan.  Neither  OSI nor any  ERISA  Affiliate  of OSI has  made a
complete  or  partial  withdrawal  from  a  Multiemployer  Plan  so as to  incur
withdrawal  liability as defined in Section 4201 of ERISA.  Schedule  3.25 lists
for each  Multiemployer  Plan on such Schedule OSI's best estimate of the amount
of  withdrawal  liability  that would be  incurred  if OSI and each of its ERISA
Affiliates were to make a complete withdrawal from such Multiemployer Plan as of
the Closing Date.  Except as set forth in Schedule 3.25, the aggregate amount of
such withdrawal liability if OSI and each of its ERISA Affiliates were to make a
complete withdrawal from each such Multiemployer Plan would not exceed $25,000.

               (e) Claims and Litigation.  Except as set forth in Schedule 3.25,
no Litigation or claims (other than routine claims for benefits) are pending or,
to the knowledge of OSI or any Stockholder,  threatened against, or with respect
to, any of the Plans or with respect to any fiduciary,  administrator or sponsor
thereof (in their capacities as such), or any party-in-interest thereof.

               (f) Excise  Taxes,  Damages and  Penalties.  No act,  omission or
transaction  has  occurred  which would result in the  imposition  on OSI of (i)
breach of fiduciary  duty liability  damages under Section 409 of ERISA,  (ii) a
civil penalty assessed  pursuant to subsection (c), (i) or (l) of Section 502 of
ERISA or (iii) any  excise  tax  under  applicable  provisions  of the Code with
respect to any Plan.

               (g) Welfare Trusts.  Any trust funding a Plan,  which is intended
to be exempt from federal income taxation  pursuant to Section  501(c)(9) of the
Code,  satisfies the  requirements  of that section and has received a favorable
determination  letter from the IRS  regarding  that  exempt  status and has not,
since receipt of the most recent favorable determination letter, been amended or
operated in a way that would adversely affect that exempt status.

               Section 3.26.  Taxes.  (a) Each of the following  representations
and  warranties  in this  Section  3.26 is  qualified to the extent set forth in
Schedule 3.26.

               (b) All Returns  required to be filed with respect to any Tax for
which OSI may be liable  have been duly and timely  filed  with the  appropriate
Taxing  Authority,  each Tax shown to be  payable  on each such  Return has been
paid,  each Tax payable by OSI has been timely paid and adequate  reserves  have
been established on the consolidated books of OSI for all Taxes for which OSI is
liable, but the payment of which is not yet due. OSI is not, and has never been,
liable for any Tax payable by reason of the income or property of a Person other
than OSI.  OSI has timely  filed true,  correct  and  complete  declarations  of
estimated Tax in each  jurisdiction in which any such declaration is required to
be filed by it. No Liens for Taxes exist upon the assets of OSI except Liens for


                                      -17-

<PAGE>



Taxes which are not yet due. OSI is not,  and has never been,  subject to Tax in
any jurisdiction outside of the United States. No Litigation with respect to any
Tax for which OSI is asserted to be liable is pending  or, to the  knowledge  of
OSI or any  Stockholder,  threatened  and no basis which OSI or any  Stockholder
believes to be valid  exists on which any claim for any such Tax can be asserted
against OSI. There are no requests for rulings or  determinations  in respect of
any Taxes  pending  between OSI and any Taxing  Authority.  No  extension of any
period during which any Tax may be assessed or collected and for which OSI is or
may be liable has been granted to any Taxing  Authority.  OSI is not, nor has it
been a party to any tax allocation or sharing agreement. All amounts required to
be  withheld  by OSI and  paid  to  governmental  agencies  for  income,  social
security,  unemployment insurance,  sales, excise, use and other Taxes have been
collected or withheld and paid to the proper Taxing Authority.  OSI has made all
deposits  required by law to be made with respect to employees'  withholding and
other employment taxes.

               (c) Neither  OSI nor any  Stockholder  is a "foreign  person," as
that term is referred to in Section 1445(f)(3) of the Code.

               (d) OSI has not filed a consent pursuant to Section 341(f) of the
Code or any comparable  provision of any other tax statute and has not agreed to
have Section 341(f)(2) of the Code or any comparable  provision of any other tax
statute apply to any disposition of an asset. OSI has not made, is not obligated
to make and is not a party to any  agreement  that could  require it to make any
payment that is not  deductible  under Section 280G of the Code. No asset of OSI
is subject to any  provision of applicable  law which  eliminates or reduces the
allowance for  depreciation  or  amortization in respect of that asset below the
allowance  generally  available to an asset of its type.  No  accounting  method
changes of OSI exist or are proposed or  threatened  which could give rise to an
adjustment under Section 481 of the Code.

               Section  3.27.  Government  Contracts.  OSI is not a party to any
governmental contract subject to price redetermination or renegotiation.

               Section 3.28. Absence of Changes. Since the Current Balance Sheet
Date,  except as set forth in Schedule 3.28,  none of the following has occurred
with respect to OSI:

               (a) to the knowledge of OSI or any Stockholder any circumstances,
     conditions, events or state of facts (in the aggregate), which have caused,
     are causing or will cause a Material Adverse Effect;

               (b) any change in its  authorized  Capital Stock or in any of its
     outstanding  Capital  Stock or  options,  warrants or rights to acquire its
     Capital Stock;

               (c) any Restricted Payment,  except any declaration or payment of
     dividends  by any  Company  Subsidiary  solely  to OSI and  except  for the
     exercise of any options or  conversion  of any  debentures on or before the
     Closing Date;



                                      -18-

<PAGE>



               (d) any  increase in, or any  commitment  or promise to increase,
     the rates of cash  compensation  as of the date  hereof,  or the amounts or
     other  benefits  paid or payable  under any Company  ERISA  Pension Plan or
     Other  Compensation  Plan,  except for ordinary and  customary  bonuses and
     salary increases for employees (other than the Stockholders or their family
     members) at the times and in the amounts consistent with its past practice;

               (e)  to  the  knowledge  of OSI  or  any  Stockholder,  any  work
     interruptions,  labor  grievances or claims filed,  or any similar event or
     condition  of any  character,  that could have a  Material  Adverse  Effect
     following Closing;

               (f) any  distribution,  sale or transfer of, or any commitment to
     distribute,  sell or transfer,  any of its assets or properties of any kind
     which  singly  is or in the  aggregate  are  Material  to OSI,  other  than
     distributions,  sales or transfers  in the ordinary  course of its business
     and  consistent   with  its  past  practices  to  Persons  other  than  the
     Stockholders and their family members and Affiliates;

               (g) any cancellation,  or agreement to cancel,  any Indebtedness,
     obligation or other  liability  owing to it,  including  any  Indebtedness,
     obligation or other  liability of any  Stockholder or any Related Person or
     Affiliate  thereof,  provided that it may negotiate and adjust bills in the
     course of good faith  disputes with customers in a manner  consistent  with
     past practice;

               (h) any plan,  agreement or arrangement granting any preferential
     rights to purchase or acquire any  interest in any of its assets,  property
     or rights or requiring consent of any Person to the transfer and assignment
     of any such assets, property or rights;

               (i)  any  purchase  or  acquisition  of,  or  agreement,  plan or
     arrangement to purchase or acquire, any property,  rights or assets outside
     of the ordinary course of its business consistent with its past practices;

               (j)  any  waivers  of any of its  rights  or  claims  that in the
     aggregate are Material to OSI;

               (k) any  transaction  by it outside  the  ordinary  course of its
     business or not consistent with its past practices;

               (l) any incurrence by it of any Indebtedness or any Guaranty,  or
     any commitment to incur any Indebtedness or any such Guaranty;

               (m) any  investment  in the  Capital  Stock,  options,  warrants,
     rights to acquire the Capital Stock or the Indebtedness of any Person other
     than   short-term   United  States   Treasury   obligations  or  short-term
     certificates of deposit of a commercial bank or trust company;



                                      -19-

<PAGE>



               (n)  any  capital   expenditure  or  series  of  related  capital
     expenditures  by OSI in excess of $25,000,  or  commitments  by OSI to make
     capital expenditures totaling in excess of $25,000; or

               (o) to the knowledge of OSI or any Stockholder  any  cancellation
     or termination of a Material Agreement of OSI.

               Section 3.29. Bank Relations;  Powers of Attorney.  Schedule 3.29
sets forth:

               (a) the  name of each  financial  institution  in  which  OSI has
     borrowing or investment arrangements,  deposit or checking accounts or safe
     deposit boxes;

               (b) the types of those arrangements and accounts,  including,  as
     applicable,  names in which  accounts or boxes are held, the account or box
     numbers  and the name of each  Person  authorized  to draw  thereon or have
     access thereto; and

               (c) the name of each Person holding a general or special power of
     attorney from OSI and a description of the terms of each such power.

               Section 3.30.  Current Reports.  OSI has received the current SEC
filings  of T-NDE and the Board of  Directors  of OSI had ample  opportunity  to
review the contents  thereof  prior to approving the  transactions  contemplated
hereby.

               Section  3.31.  No Brokers.  The  Stockholders  and OSI have not,
directly or indirectly,  in connection  with this Agreement or the  transactions
contemplated  hereby (a) employed  any broker,  finder or agent or (b) agreed to
pay or incurred any  obligation  to pay any broker's or finder's  fee, any sales
commission or any similar form of compensation.

               Section 3.32. Year 2000 Compliance.  OSI's computer based systems
and software  applications  are currently fully functional for the year 2000 and
beyond or the software codes utilized  therein are capable of being converted to
provide full functionality for the year 2000 and beyond without Material expense
and without  unreasonable  interruption  to or  interference  with the  business
operations or  administration  of OSI. In the event OSI's computer based systems
and software are not  converted to full  functionality  prior to January 1, 2000
such fact will not cause a Material Adverse Effect.

                                   ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF T-NDE

               T-NDE  represents and warrants to each  Stockholder  that all the
following  representations  and warranties in this Article IV are as of the date
of this Agreement, true and correct:



                                      -20-

<PAGE>



               Section 4.01.  Organization;  Power.  T-NDE is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has all requisite  corporate  power and authority under the laws of
that  State  and its  Charter  Documents  to own or  lease  and to  operate  its
properties  presently and following  Closing and to carry on its business as now
conducted and as proposed to be conducted following Closing.

               Section   4.02.   Authorization;   Enforceability;   Absence   of
Conflicts;  Required  Consents.  (a) The execution,  delivery and performance by
T-NDE of this  Agreement  and each other  Transaction  Document to which it is a
party,  and the  effectuation  of the  Acquisition  and the  other  transactions
contemplated  hereby  and  thereby,  are within its  corporate  power  under its
Charter Documents and the applicable  Governmental  Requirements of the State of
Delaware and have been duly  authorized by all  proceedings,  including  actions
permitted  to be  taken  in lieu of  proceedings,  required  under  its  Charter
Documents and the applicable Governmental Requirements of the State of Delaware.

               (b) This  Agreement has been,  and each of the other  Transaction
Documents to which T-NDE is a party,  when  executed and  delivered to the other
parties  thereto,  will have been,  duly executed and delivered by it and is, or
when so executed and delivered will be, its legal, valid and binding obligation,
enforceable   against  it  in  accordance   with  its  terms,   except  as  that
enforceability  may be (i)  limited by any  applicable  bankruptcy,  insolvency,
reorganization,   moratorium  or  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally,  (ii)  subject  to general  principles  of equity
(regardless  of whether that  enforceability  is  considered  in a proceeding in
equity  or at law),  and  (iii)  any  implied  covenant  of good  faith and fair
dealing.

               (c) The execution,  delivery and  performance in accordance  with
their  respective  terms by T-NDE of the Transaction  Documents to which it is a
party have not and will not (i) violate,  breach or  constitute a default  under
(A) the Charter Documents of T-NDE, (B) any Governmental  Requirement applicable
to T-NDE or (C) any Material Agreement of T-NDE, (ii) result in the acceleration
or mandatory  prepayment of any  Indebtedness or any Guaranty of T-NDE or afford
any  holder  of any of that  Indebtedness,  or any  beneficiary  of any of those
Guaranties, the right to require T-NDE to redeem, purchase or otherwise acquire,
reacquire  or  repay  any of  that  Indebtedness,  or to  perform  any of  those
Guaranties, (iii) cause or result in the imposition of, or afford any Person the
right to  obtain,  any Lien  upon any  property  or assets of T-NDE (or upon any
revenues,  income  or  profits  of  T-NDE  therefrom),  or  (iv)  result  in the
revocation,  cancellation,  suspension or material  modification,  in any single
case or in the aggregate, of any Governmental Approval possessed by T-NDE at the
date hereof and  necessary  for the  ownership or lease and the operation of its
properties  or the carrying on of its business as now  conducted,  including any
necessary Governmental Approval under each applicable Environmental Law.

               (d) No Governmental Approvals are required to be obtained, and no
reports or notices to or filings with any Governmental Authority are required to
be made, by T-NDE for the  execution,  delivery or  performance  by T-NDE of the
Transaction  Documents to which it is a party, the enforcement  against T-NDE of
its obligations  thereunder or the effectuation of the Acquisition and the other
transactions contemplated thereby.


                                      -21-

<PAGE>



               Section  4.03.  Capital  Stock of T-NDE.  (a) All shares of T-NDE
Common Stock distributed under Sections 1.05 or 1.06, when issued, (i) will have
been duly  authorized  and validly  issued in  accordance  with the DGCL and the
Charter Documents of T-NDE and (ii) will be fully paid and  nonassessable.  None
of the shares of T-NDE Common Stock  distributed  pursuant to Sections  1.05 and
1.06,  will,  when  issued,  have been  issued in  breach  or  violation  of any
applicable  statutory or contractual  preemptive  rights, or any other rights of
any Person of any kind  (including  any rights of first offer or refusal) or the
terms of any then outstanding options, warrants or other rights it has issued to
acquire T-NDE Common Stock.

               (b) T-NDE has all  requisite  corporate  power and  authority  to
execute,  deliver and perform its  obligations  under,  and has duly and validly
authorized,  the Warrant  Agreement,  and it is a valid and binding agreement of
T-NDE,  enforceable  against  T-NDE in  accordance  with its  terms,  except  as
enforcement  thereof  may  be  subject  to the  effect  of  (i)  any  applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors'  rights generally,  (ii) general  principles of equity
(regardless of whether that  enforcement is considered in a proceeding in equity
or at law), and (iii) any implied covenant of good faith and fair dealing.

               Section 4.04. No Litigation.  No Litigation is pending or, to the
knowledge of T-NDE, threatened to which T-NDE is or may become a party which (a)
questions or involves the validity or  enforceability of any obligation of T-NDE
under any  Transaction  Document,  (b) seeks (or  reasonably  may be expected to
seek)  (i) to  prevent  or  delay  consummation  by  T-NDE  of the  transactions
contemplated  by this  Agreement to be consummated by T-NDE or (ii) damages from
T-NDE in connection with any such consummation.

                                    ARTICLE V

                     CONDITIONS TO CLOSING AND CONSUMMATION

               Section 5.01.  Conditions to the  Obligations of Each Party.  The
obligation of each party hereto to take the actions  contemplated to be taken by
that  party at the  Closing  is  subject  to the  satisfaction  on or before the
Closing Date of each of the following  conditions or waiver  pursuant to Section
10.04:

               (a) No Litigation.  No Litigation shall be pending on the Closing
     Date to  restrain,  prohibit  or  otherwise  interfere  with,  or to obtain
     material  damages or other relief from T-NDE or any  Subsidiary of T-NDE in
     connection with, the consummation of the Acquisition;

               Section 5.02.  Conditions to the Obligations of the Stockholders.
The obligations of each Stockholder with respect to actions to be taken by it at
or before the Closing  Date and the actions to be taken on the Closing  Date are
subject to the  satisfaction,  or the  waiver by each  Stockholder  pursuant  to
Section 10.04 on or before the Closing Date, of all the following conditions:



                                      -22-

<PAGE>



               (1) Representations  and Warranties.  All the representations and
     warranties  of T-NDE in  Article  IV  shall be true and  correct  as of the
     Closing Date;

               (2) Delivery of Documents and  Acquisition  Consideration.  T-NDE
     shall have  delivered  to the  Stockholders  or the  Disbursement  Agent as
     appropriate:

               (A) the Cash Payment as provided for in Section 1.03;

               (B) an executed Promissory Note as provided for in Section 1.04;

               (C) an executed Warrant  Agreement in substantially  the form set
                   forth  in  Schedule  1.05  and the  Stock  Warrants  pursuant
                   thereto; and

               (D) the delivery of the stock certificates  representing  250,000
                   shares of T-NDE Common Stock as provided for in Section 1.06.

               (E) the cash in respect to the Payment of Debt as provided for in
                   Section 1.07.

               Section  5.03.  Conditions  to  the  Obligations  of  T-NDE.  The
obligations  of T-NDE with respect to actions to be taken by it at or before the
Closing Date are subject to the satisfaction, or the waiver by T-NDE pursuant to
Section 10.04, on or before the Closing Date of all the following conditions:

               (1) Representations  and Warranties.  All the representations and
     warranties of the Stockholders and OSI in Articles II and III shall be true
     and correct as of the Closing;

               (2) Delivery of Documents.  The  Stockholders  and OSI shall have
     delivered to T-NDE:

                    (A) a Company secretary's certificate,  in substantially the
          form of Schedule  5.03-2  signed by OSI's  Secretary,  respecting  the
          Charter  Documents of OSI,  resolutions  of the Board of Directors and
          Stockholders  of OSI and the  incumbency  and  signatures  of  certain
          officers of OSI;

                    (B) from each Stockholder,  a certificate to the effect that
          no  withholding  is required under Section 1445 of the Code and in the
          form of Schedule 5.03-3,  with the blanks  appropriately  filled, duly
          executed and delivered by that Stockholder;

                    (C) an  opinion  dated  of the  date of this  Agreement  and
          addressed  to  T-NDE  from  Counsel  for  OSI  and  the   Stockholders
          substantially in the form of Schedule 5.03-4;



                                      -23-

<PAGE>



                    (D) from each  officer and director of OSI, if any, a notice
          of resignation substantially in the form of Schedule 5.03-5;

                    (E) for OSI, a  certificate,  dated  within 15 days prior to
          the  Closing  Date,  duly  issued  by  the  appropriate   Governmental
          Authorities in the State of California and in each other  jurisdiction
          listed for it in Schedule 3.02,  showing it to be in good standing and
          authorized to do business in the State of  California  and those other
          jurisdictions;

                    (F) the execution  and delivery of employment  agreements by
          James W. Law, Robert Ferrante and Wayne Marcus;

                    (G) an  Intellectual  Property  Assignment  duly executed by
          each individual listed in Schedule  3.20(c),  as set forth in the form
          of Schedule 5.03-6;

                    (H) the stock certificates  representing all OSI Stock, duly
          endorsed  for  transfer,   free  and  clear  of  all  liens,   claims,
          encumbrances,  restrictions,  legends  or  other  impediments  to  the
          complete, full and unfettered transfer of ownership thereof; and

                    (I) an executed form 8023  certifying  the  Acquisition as a
          Corporate Qualified Stock Purchase, as defined in the Code.

                                   ARTICLE VI

                      COVENANTS FOLLOWING THE CLOSING DATE

               Section 6.01.  Preparation and Filing of Tax Returns.  Each party
hereto  will,  and will cause its  Affiliates  to,  provide to each of the other
parties hereto such  cooperation  and  information as any of them reasonably may
request in filing any Return, amended Return or claim for refund,  determining a
liability for Taxes or a right to refund of Taxes or in conducting  any audit or
other  proceeding in respect of Taxes.  This  cooperation and information  shall
include  providing  copies of all  relevant  portions of the  relevant  Returns,
together with such accompanying schedules and work papers, documents relating to
rulings or other determinations by Taxing Authorities and records concerning the
ownership  and Tax bases of property as are  relevant  which a party  possesses.
Each party will make its employees,  if any, reasonably  available on a mutually
convenient  basis at its cost to  provide an  explanation  of any  documents  or
information so provided.  Subject to the preceding sentence, each party required
to file Returns pursuant to this Agreement shall bear all costs  attributable to
the preparation and filing of those Returns.  In addition,  the Stockholders and
T-NDE  shall  make  elections  under  Section  338(h)(10)  of the  Code on their
respective Returns.  The parties agree that the tangible assets of OSI are to be
valued at their  respective  book values with the balance of the purchase  price
being allocated to intangible  assets.  In the event of a tax audit of OSI for a
year  preceding  the  Closing  Date,  the  Stockholders  shall be  permitted  to
participate in and defend the tax audit.  T-NDE shall not amend any Return filed
on behalf of OSI for any period preceding the Closing Date or take any position


                                      -24-

<PAGE>




with respect to a Return  reporting  the  activities of the Company for a period
that  occurred  prior to the Closing Date which would  adversely  affect the tax
liabilities of the Stockholders.

               Section  6.02.   Removal  of  Guaranties.   T-NDE  will  use  its
reasonable  best  efforts  to ensure  that,  within 90 days after  Closing,  the
Guaranties  made by  James W.  Law,  listed  in  Schedule  6.02 are  terminated;
provided,  however,  that if T-NDE is unable to effect the termination of any of
those Guaranties or the retirement of any of Indebtedness,  T-NDE will indemnify
and  hold  harmless  James W. Law from  and  against  any  liabilities,  claims,
demands,  judgments,  losses,  costs, damages or expenses whatsoever  (including
reasonable  attorneys' fees) that James W. Law may sustain,  suffer or incur and
that  result  from  or  arise  out  of  or  relate  to  that  Guaranty  or  that
Indebtedness,  as the case may be. T-NDE will notify James W. Law within 90 days
after closing of any Guaranties  with respect to which he has not been released,
and James W. Law may terminate those Guaranties  prospectively.  T-NDE will take
no action to alter,  modify,  or change the  Guaranties  without  James W. Law's
written consent.

               Section  6.03.  Undertakings  by Certain  Stockholders.  (a) Each
Stockholder covenants that the Stockholder will not attempt to transfer (whether
by sale,  assignment,  pledge or  otherwise)  T-NDE  Common  Stock issued to the
Stockholder  pursuant to Section 1.06 unless Stockholder gives written notice to
T-NDE of its  intention to effect such  transfer and such notice shall  describe
the manner and circumstances of the proposed transfer in sufficient  detail, and
shall be  accompanied  by a  written  opinion  of  legal  counsel  who  shall be
reasonably  satisfactory  to T- NDE,  addressed to T-NDE, to the effect that the
proposed  transfer  of  the  securities  in  question  may be  effected  without
registration under the Securities Act. Any such legal opinion must be reasonably
satisfactory  to T-NDE and must  state  that it may also be  relied  upon by any
applicable  transfer  agent.  Upon  compliance  with  the  terms  hereof  to the
satisfaction  of T-NDE,  the  Stockholder  shall be  instructed to transfer such
securities  in  accordance  with  the  terms  of  the  notice  delivered  by the
Stockholder  to T-NDE.  Each  certificate  evidencing the shares of T-NDE Common
Stock so transferred  shall bear an appropriate  restrictive  legend  reasonably
deemed appropriate by T-NDE. The Stockholder will, prior to any transfer (unless
such  transfer  is  made  pursuant  to  Rule  144 or an  effective  registration
statement  under the Securities  Act),  cause any transferee of the shares of T-
NDE Common Stock, to enter into an agreement with T-NDE that the transferee will
take and hold such securities  subject to the provisions and upon the conditions
specified in this Section 6.03. Without limiting the generality of any provision
hereof,   the  provisions  of  this  Section  shall  be  binding  on  successive
transferees where  appropriate to ensure  compliance with applicable  securities
laws.  T-NDE shall have no  obligation  to effect any  transfer on its books and
records (and no such attempted transfer shall be effective) unless such transfer
is made in accordance with the terms of this Section 6.03.  T-NDE may issue stop
transfer  instructions to any transfer agent for the T-NDE Common Stock in order
to implement  any  restriction  on transfer  contemplated  by this Section 6.03.
T-NDE  Common  Stock shall  contain the  following  legend,  which legend may be
removed  upon two years  following  the date of its  transfer  from T-NDE or any
Affiliate thereof:

          "THE ISSUANCE OF THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAS NOT
          BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE


                                      -25-

<PAGE>




          SECURITIES LAWS OF ANY STATE,  AND THEY MAY NOT BE DISTRIBUTED,  SOLD,
          TRANSFERRED,  ASSIGNED,  HYPOTHECATED  OR OFFERED  UNLESS  THERE IS IN
          EFFECT A REGISTRATION  STATEMENT UNDER SUCH ACT AND LAWS COVERING SUCH
          SECURITIES OR THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER
          OF THESE  SECURITIES  SATISFACTORY  TO THE  ISSUER  STATING  THAT SUCH
          DISTRIBUTION,  SALE, TRANSFER,  ASSIGNMENT,  HYPOTHECATION OR OFFER IS
          EXEMPT FROM THE REGISTRATION AND PROSPECTUS  DELIVERY  REQUIREMENTS OF
          SUCH ACT AND LAWS."

               (b) the  provisions  contained in Section  6.03(a)  shall also be
applicable  to the T-NDE Common  Stock issued  pursuant to the exercise of Stock
Warrants under Section 1.05 and the Warrant Agreement, except to the extent that
the  provisions  of Section  6.03(a)  conflict  with Section 1.05 or the Warrant
Agreement.

               Section 6.04.  Intellectual  Property  Rights.  Each  Stockholder
covenants  that it shall  (i)  execute  and  deliver  any and all  applications,
assignments, documents, and other instruments that T-NDE shall deem necessary to
protect the right,  title and  interest of OSI in or to  Intellectual  Property;
(ii)  reasonably  cooperate and assist in providing  information  for making and
completing  regulatory and other filings;  (iii) reasonably cooperate and assist
in providing information for or participating in any action,  threatened action,
or considered  action relating to the Intellectual  Property;  and (iv) take any
and all other  actions  as T-NDE  may  otherwise  require  with  respect  to the
Intellectual Property.


                                   ARTICLE VII

                                 INDEMNIFICATION

               Section 7.01. Survival of Representations and Warranties. All the
provisions  of this  Agreement  will  survive  the  Closing,  provided  that the
representations  and  warranties set forth in Articles II, III and IV and in any
certificate  delivered  in  connection  herewith  with  respect  to any of those
representations   and  warranties  will  terminate  and  expire  on  the  second
anniversary of the Closing Date, except as follows:  (a) the representations and
warranties  of  the   Stockholders   which  relate  expressly  or  by  necessary
implication  to Taxes,  ERISA or other  employment or labor matters will survive
until the  expiration of the applicable  statutes of limitations  (including all
periods of extension and tolling); (b) the representations and warranties of the
Stockholders  which  relate  expressly  or  by  necessary   implication  to  the
environment or  Environmental  Laws will survive for a period of five years from
the Closing Date; (c) the representations and warranties of the Stockholders set
forth in Sections 2.01 and 2.02 will survive  forever;  (d) the  representations
and  warranties  of  T-NDE  in  Section  4.03,  will  survive  forever,  and the
representations  and  warranties  of OSI in Article  III will expire as when the
representations  and warranties of the  Stockholders  to the same effect expire.
After a representation and warranty has terminated and expired, no


                                      -26-

<PAGE>




indemnification  will or may be sought pursuant to this Article VII on the basis
of that  representation  and warranty by any Person who would have been entitled
pursuant  to  this  Article  VII  to   indemnification  on  the  basis  of  that
representation  and warranty prior to its termination  and expiration,  provided
that: (A) the amount of that claim, if against any  Stockholder,  shall be taken
into account in determining  whether the aggregate  amount of all claims against
OSI or that Stockholder has exceeded the Threshold Amount or that  Stockholder's
share  of  the  Threshold  Amount  (as  measured  pro  rata  according  to  each
Stockholder's  respective percentage ownership of OSI Capital Stock as indicated
by Schedule 2.01 to this Agreement) for purposes of Section 7.06; and (B) in the
case of each  representation  and  warranty  that will  terminate  and expire as
provided in this Section 7.01, no claim presented in writing for indemnification
pursuant to this  Article VII on the basis of that  representation  and warranty
prior to its  termination  and  expiration  will be  affected in any way by that
termination and expiration.

               Section 7.02.  Indemnification of T-NDE Indemnified  Parties. (a)
Subject to the applicable provisions of Sections 7.01 and 7.06, each Stockholder
covenants  and  agrees  that  such  Stockholder,  jointly  and  severally,  will
indemnify each T-NDE Indemnified Party against,  and hold each T-NDE Indemnified
Party  harmless from and in respect of, all Damage  Claims that arise from,  are
based on or relate to or  otherwise  are  attributable  to (i) any breach of the
representations  and warranties of the Stockholders  and/or OSI set forth herein
(other than in Article II) or in certificates  delivered in connection  herewith
(other than in respect of certificates  relating only to the representations and
warranties  in  Article  II),  or (ii) any  nonfulfillment  of any  covenant  or
agreement on the part of the Stockholders or OSI under this Agreement.

               (b) Subject to the  applicable  provisions  of Sections  7.01 and
7.06, the Stockholders  additionally  covenant and agree that they,  jointly and
severally,  will indemnify each T-NDE Indemnified  Party against,  and hold each
T-NDE  Indemnified Party harmless from and in respect of, all Damage Claims that
arise from, are based on or relate to or otherwise are  attributable  to (i) all
Litigation  as  described  on  Sections  3.12 and  3.24;  (ii) all  Taxes due or
required to be  withheld  by OSI  described  on Section  3.26;  (iii) any amount
exceeding  $40,000  which is due and owing to Sprint  Corporation  or any of its
Affiliates;  and (iv) all  accruals  for service  warranty  obligations  of OSI.
Notwithstanding  any other  provisions  contained in this  Agreement,  all T-NDE
Indemnified  Losses  arising  under this Section  7.02(b)  shall be  indemnified
whether or not such losses are based upon facts or conditions which are known or
unknown by OSI or the Stockholders,  and whether or not such facts or conditions
are listed in the respective Schedules to this Agreement.


               (c) Each  Stockholder,  severally  and not jointly with any other
Person, covenants and agrees that it will indemnify each T-NDE Indemnified Party
against,  and hold each T-NDE Indemnified Party harmless from and in respect of,
all Damage  Claims  that arise  from,  are based on or relate or  otherwise  are
attributable  to (i) any breach of the  representations  and  warranties of that
Stockholder  solely  as to  that  Stockholder  set  forth  in  Article  II or in
certificates delivered by that Stockholder and relating to those representations
and warranties or (ii) any  nonfulfillment  of any several agreement on the part
of that Stockholder in this Agreement.



                                      -27-

<PAGE>



               Section 7.03. Indemnification of Stockholder Indemnified Parties.
T-NDE covenants and agrees that it will indemnify each  Stockholder  Indemnified
Party against, and hold each Stockholder  Indemnified Party harmless from and in
respect  of,  all  Damage  Claims  that  arise  from,  are based on or relate or
otherwise are attributable to (a) any breach by T-NDE of its representations and
warranties set forth herein or in its certificates,  if any, delivered to OSI or
the  Stockholders  in  connection  herewith  or (b)  any  nonfulfillment  of any
covenant or agreement on the part of T-NDE in this Agreement.

               Section 7.04.  Conditions of Indemnification.  (a) All claims for
indemnification  under this Agreement  shall be asserted and resolved as follows
in this Section 7.04.

               (b) A party  claiming  indemnification  under this  Agreement (an
"Indemnified   Party")   shall   promptly   (i)   notify  the  party  from  whom
indemnification is sought (the "Indemnifying Party") of any third-party claim or
claims asserted  against the Indemnified  Party ("Third Party Claim") that could
give rise to a right of  indemnification  under this Agreement and (ii) transmit
to the  Indemnifying  Party a written  notice  ("Claim  Notice")  describing  in
reasonable  detail the  nature of the Third  Party  Claim,  a copy of all papers
served with respect to that claim (if any), an estimate of the amount of damages
attributable  to the Third Party Claim to the extent  feasible  (which  estimate
shall not be conclusive of the final amount of that claim) and the basis for the
Indemnified Party's request for indemnification under this Agreement.  Except as
set forth in Section 7.01, the failure to promptly  deliver a Claim Notice shall
not relieve the Indemnifying  Party of its obligations to the Indemnified  Party
with  respect to the related  Third  Party  Claim  except to the extent that the
resulting delay is materially  prejudicial to the defense of that claim.  Within
15  days  after  receipt  of any  Claim  Notice  (the  "Election  Period"),  the
Indemnifying   Party  shall  notify  the  Indemnified   Party  (i)  whether  the
Indemnifying  Party disputes its potential  liability to the  Indemnified  Party
under this  Article  VII with  respect to that Third Party Claim and (ii) if the
Indemnifying  Party does not dispute its potential  liability to the Indemnified
Party with respect to that Third Party  Claim,  whether the  Indemnifying  Party
desires,  at the sole cost and expense of the Indemnifying  Party, to defend the
Indemnified Party against that Third Party Claim.

               (c) If the  Indemnifying  Party does not  dispute  its  potential
liability to the Indemnified Party and notifies the Indemnified Party within the
Election Period that the Indemnifying  Party elects to assume the defense of the
Third Party Claim,  then the Indemnifying  Party shall have the right to defend,
at its  sole  cost and  expense,  that  Third  Party  Claim  by all  appropriate
proceedings,   which   proceedings   shall  be  prosecuted   diligently  by  the
Indemnifying  Party to a final  conclusion  or settled at the  discretion of the
Indemnifying Party in accordance with this Section 7.04(c),  and the Indemnified
Party will furnish the Indemnifying Party with all information in its possession
with  respect  to that  Third  Party  Claim  and  otherwise  cooperate  with the
Indemnifying Party in the defense of that Third Party Claim; provided,  however,
that the Indemnifying  Party shall not enter into any settlement with respect to
any Third Party Claim that  purports to limit the  activities  of, or  otherwise
restrict in any way, any  Indemnified  Party or any Affiliate of any Indemnified
Party without the prior consent of that Indemnified  Party (which consent may be
withheld in the sole  discretion of that  Indemnified  Party).  The  Indemnified
Party is hereby  authorized,  at the sole cost and  expense of the  Indemnifying
Party, to file, during the Election Period, any motion, answer or other


                                      -28-

<PAGE>



Indemnified  Party shall deem  necessary or appropriate to protect its interests
or those of the Indemnifying  Party.  The Indemnified  Party may participate in,
but not control,  any defense or settlement of any Third Party Claim  controlled
by the Indemnifying Party pursuant to this Section 7.04(c) and will bear its own
costs and expenses with respect to that participation;  provided,  however, that
if the named  parties  to any such  action  (including  any  impleaded  parties)
include  both  the  Indemnifying  Party  and  the  Indemnified  Party,  and  the
Indemnified  Party has been  advised  by  counsel  that there may be one or more
legal  defenses  available to it which are different from or additional to those
available  to the  Indemnifying  Party,  then the  Indemnified  Party may employ
separate counsel at the expense of the Indemnifying  Party,  and, on its written
notification of that employment, the Indemnifying Party shall not have the right
to assume or continue  the  defense of such action on behalf of the  Indemnified
Party.

               (d) If the Indemnifying  Party (i) within the Election Period (A)
disputes its  potential  liability to the  Indemnified  Party under this Article
VII, (B) elects not to defend the Indemnified Party pursuant to Section 7.04(c),
or (C) fails to notify the Indemnified Party that the Indemnifying  Party elects
to defend the  Indemnified  Party pursuant to Section  7.04(c) or (ii) elects to
defend the Indemnified  Party pursuant to Section  7.04(c) but fails  diligently
and promptly to prosecute or settle the Third Party Claim,  then the Indemnified
Party  shall  have the  right to  defend,  at the sole cost and  expense  of the
Indemnifying  Party (if the  Indemnified  Party is entitled  to  indemnification
hereunder),  the  Third  Party  Claim  by  all  appropriate  proceedings,  which
proceedings shall be promptly and vigorously prosecuted by the Indemnified Party
to a final conclusion or settled.  The Indemnified Party shall have full control
of  such  defense  and  proceedings.   Notwithstanding  the  foregoing,  if  the
Indemnifying  Party has delivered a written notice to the  Indemnified  Party to
the effect that the Indemnifying  Party disputes its potential  liability to the
Indemnified  Party  under this  Article  VII and if that  dispute is resolved in
favor of the Indemnifying Party, the Indemnifying Party shall not be required to
bear the costs and expenses of the Indemnified  Party's defense pursuant to this
Section  7.04  or of  the  Indemnifying  Party's  participation  therein  at the
Indemnified  Party's  request,  and the  Indemnified  Party shall  reimburse the
Indemnifying  Party  in full  for all  reasonable  costs  and  expenses  of such
Litigation.  The  Indemnifying  Party may participate  in, but not control,  any
defense or  settlement  controlled  by the  Indemnified  Party  pursuant to this
Section  7.04(d),  and the  Indemnifying  Party  shall  bear its own  costs  and
expenses with respect to that participation.

               (e) In the  event  any  Indemnified  Party  should  have a  claim
against any  Indemnifying  Party  hereunder  that does not involve a Third Party
Claim, the Indemnified Party shall transmit to the Indemnifying  Party a written
notice (the "Indemnity  Notice")  describing in reasonable  detail the nature of
the claim,  an estimate of the amount of Damages  attributable  to that claim to
the extent  feasible (which estimate shall not be conclusive of the final amount
of  that  claim)  and  the  basis  of  the   Indemnified   Party's  request  for
indemnification under this Agreement.  If the Indemnifying Party does not notify
the  Indemnified  Party within 15 days from its receipt of the Indemnity  Notice
that the  Indemnifying  Party  disputes the claim  specified by the  Indemnified
Party in the  Indemnity  Notice,  that claim shall be deemed a liability  of the
Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that
claim, as provided above, that dispute shall be resolved by proceedings in


                                      -29-

<PAGE>




accordance  with Section  10.13 if the parties do not reach a settlement of that
dispute within 30 days after notice of that dispute is given.

               Section 7.05.  Remedies Not Exclusive.  The remedies  provided in
this Agreement shall not be exclusive of any other rights or remedies  available
to any other party, either at law or in equity.

               Section 7.06. Limitations on Indemnification. (a) Notwithstanding
the provisions of Sections  7.02(a) and (b), none of the  Stockholders  shall be
required to indemnify or hold harmless any of the T-NDE  Indemnified  Parties on
account of any T-NDE  Indemnified Loss under Sections 7.02(a) and (b) unless the
liability of the  Stockholders in respect of that T-NDE  Indemnified  Loss, when
aggregated  with the  liability  of the  Stockholders  in  respect  of all T-NDE
Indemnified  Losses under  Sections  7.02(a) and (b),  exceeds,  and only to the
extent the aggregate amount of all those T-NDE  Indemnified  Losses does exceed,
the Threshold Amount. T-NDE Indemnified Party recourse for the recovery of T-NDE
Indemnified  Losses shall be limited to the remaining  balance on the Promissory
Note at the time that the T-NDE Indemnified Party sends the Third Party Claim or
Indemnity  Notice.  For purposes of determining the amount of T-NDE  Indemnified
Losses,  no  effect  will be given to any  resulting  Tax  benefit  to any T-NDE
Indemnified Party.

               (b) Notwithstanding any provisions in this Agreement, the parties
agree  that  neither  T-NDE  nor the  Stockholders  shall  make any  claims  for
indemnification against OSI for the breach of any representations and warranties
contained herein, and OSI shall in no circumstance  become an Indemnifying Party
under this Agreement.

               Section  7.07.  Satisfaction  of  Indemnity.  (a)  Subject to the
provisions  of  7.07(b),  to secure  the  indemnification  provided  for in this
Article  VII,   T-NDE  shall  have  the  right  to  offset  the  amount  of  the
indemnification  obligation of an Indemnifying Party under said  indemnification
provisions  against the  amounts  due and payable by T-NDE under the  Promissory
Note. All offsets made under the Promissory Note shall be made from installments
next coming due in the direct order of their due dates  (whether or not due). In
the event that T-NDE becomes entitled to make an offset, it may do so only after
the  T-NDE  Indemnified  Party  notifies  Indemnifying  Party  of  a  claim  for
indemnification  in accordance  with the  applicable  provisions of this Article
VII. The Promissory Note shall contain a reference to Buyer's right of offset in
accordance with the provisions of this Agreement. In the event that T-NDE elects
to offset  against any payment due under the Promissory  Note,  T-NDE shall send
written notice to the  Disbursement  Agent stating that T-NDE is exercising such
right  of  offset,  such  notice  to be sent at the same  time as the  Indemnity
Notice,  and  shall be  accompanied  by a  acknowledgment  signed  by the  T-NDE
Indemnified  Party to the effect that such offset by T-NDE will satisfy,  to the
extent  of the  amount  offset  the  indemnification  obligation  to such  T-NDE
Indemnified Party. Exercise of the right of offset pursuant to this Section 7.07
shall not affect or diminish the right of the T-NDE Indemnified Party to receive
from the  Indemnifying  Party  when due any  indemnifiable  amount  to which the
Indemnified  Party becomes  entitled  pursuant to the provisions of this Article
which is in excess of the amount offset.



                                      -30-

<PAGE>



               (b) T-NDE shall be  permitted  to offset  against the  Promissory
Note, under the terms of Section 7.07(a),  all Indemnified Losses that have been
paid by T-NDE ("Liquidated  Losses") prior to the next occurring installment due
date under the  Promissory  Note.  T-NDE shall  further be  permitted  to offset
amounts for claims  giving rise to potential  Indemnified  Losses that have been
asserted  against T-NDE prior to the next occurring  installment  due date under
the Promissory Note ("Potential Losses"); provided, however, that T-NDE shall be
permitted to make offsets for Potential  Losses only to the extent of the amount
(if any) by which the aggregate of Potential Losses exceeds the amount remaining
payable  on the  Promissory  Note.  The  amount  of  Potential  Losses  shall be
determined by T-NDE in good faith.

                                  ARTICLE VIII

                         COMPETITION AND CONFIDENTIALITY

               Section 8.01. Prohibited Activities. The parties acknowledge that
the  provisions  in this Article  VIII are  essential to protect the Business of
OSI.  Further,  each  Stockholder  has  the  means  to  support  itself  and its
dependents  other than by engaging  in the  Business  in  contravention  of this
Article VIII, and this Article VIII will not impair the Stockholder's ability to
provide that support.

               The parties  further  acknowledge  that the business of OSI is by
its nature a  nation-wide  business  and that  OSI's  services  can be  accessed
anywhere  in North  America by means of a telephone  call.  In  addition,  OSI's
business and services do not require that OSI maintain a physical location close
to its customers.  The nature of the Stockholders'  relationships  with OSI have
brought  them into  close  contact  with many  confidential  affairs  of OSI not
readily  available  to the  public,  and plans for future  developments  of OSI.
Accordingly,  each  Stockholder  agrees that, in consideration of this Agreement
and the Acquisition  Consideration and other benefits provided for herein,  each
Stockholder is subject to the following restrictive covenants:

               (a)  Non-Compete.  Each  Stockholder  agrees,  severally  and not
jointly with any other Person,  that it will not, during the period beginning on
the date  hereof  and  ending  on the third  anniversary  of the  Closing  Date,
directly or indirectly,  for any reason,  for his own account or on behalf of or
together with any other Person:

               (i) own,  finance,  control,  or  participate in the ownership or
     control of, or become a principal,  agent, or other  representative  of any
     Person  engaged  in a  business  competitive  with  T-NDE,  OSI,  or  their
     Affiliates;

               (ii)  accept  employment  with a  Person  that  is  engaged  in a
     business competitive with T-NDE, OSI, or any of their Affiliates;

               (iii)  permit  its  name to be used  by or in  connection  with a
     business competitive with T-NDE, OSI, or any of their Affiliates;



                                      -31-

<PAGE>



               (iv)  solicit,  divert,  recruit or employ any employee of T-NDE,
     OSI, or their  Affiliates,  or induce any employee thereof to terminate his
     or her employment with T-NDE, OSI, or any of their Affiliates;

               (v) call on, solicit,  perform services for any Person that is or
     has been a  customer  of OSI or an  Affiliate  thereof  or any  prospective
     customer  that had received or, to the  knowledge of the  Stockholder,  was
     about  to  receive  a  business  proposal  therefrom,  for the  purpose  of
     soliciting  or selling  any product or service in  competition  with T-NDE,
     OSI, or any of their Affiliates.

               (vi) advise or suggest to any Person  that such  Person  curtail,
     cancel or withdraw its business from OSI or an Affiliate; or

               (vii) call on any Entity which has been called on by T-NDE or OSI
     in  connection  with a  possible  acquisition  by  T-NDE  or OSI,  with the
     knowledge of that Entity's status as such an acquisition candidate, for the
     purpose of  acquiring  that Entity or  arranging  the  acquisition  of that
     Entity by any Person other than T-NDE or OSI.

               (b) Confidentiality.

               (i) Each  Stockholder  acknowledges  that:  (A) the nature of the
     Stockholders'  relationships  with OSI have brought them into close contact
     with many confidential  affairs of OSI not readily available to the public,
     and plans for future developments of OSI; (B) OSI and its Affiliates have a
     legitimate business interest in the protection of Confidential Information;
     and (C) Confidential  Information is a valuable asset worthy of and subject
     to protection by OSI and its Affiliates.

               (ii) Accordingly, each Stockholder covenants that (A) Stockholder
     will hold such Confidential  Information in the strictest of confidence and
     will not disclose to any Person any Confidential Information for any reason
     or purpose  whatsoever;  and (B) Stockholder  will not use any Confidential
     Information for any reason or purpose whatsoever.

               (c) Permitted  Activities.  Notwithstanding  the  foregoing,  any
Stockholder may own and hold as a passive investment up to 5% of the outstanding
capital stock of a competing  Entity if that class of capital stock is listed on
a national stock exchange or included in the Nasdaq  National  Market.  Further,
Stockholders  shall be permitted to seek and obtain  employment  utilizing their
general skills  provided that such  employment does not fall within the specific
provisions of this Section 8.01. In the event a Stockholder  obtains  employment
without  violation of the terms of this Section 8.01,  Stockholder  shall inform
any new employers of Stockholder's obligations hereunder.

               Section  8.02.  Damages.  Because of the  difficulty of measuring
economic  losses to T-NDE as a result  of any  breach  by a  Stockholder  of his
covenants in Section 8.01, and because of the immediate and  irreparable  damage
that could be caused to T-NDE for which it would have no other adequate  remedy,


                                      -32-

<PAGE>




each Stockholder agrees that T-NDE may enforce the provisions of Section 8.01 by
injunctions and restraining  orders against that  Stockholder if he breaches any
of those  provisions.  Monetary  Damages against a Stockholder for breach of the
provisions of this Article VIII shall be limited to that  Stockholders  pro rata
share of the unpaid balance of the Promissory Note.

               Section 8.03. Reasonable Restraint. The parties hereto each agree
that Sections 8.01 and 8.02 impose a reasonable restraint on the Stockholders in
light of the  activities  and business of T-NDE on the date hereof,  the current
business plans of T-NDE and the investment, if any, by each Stockholder in T-NDE
as a result of the Acquisition.

               Section 8.04.  Severability;  Reformation.  The covenants in this
Article  VIII  are  severable  and  separate,  and the  unenforceability  of any
specific  covenant in this  Article VIII is not intended by any party hereto to,
and shall not, affect the provisions of any other covenant in this Article VIII.
If any court of competent  jurisdiction  shall determine that the scope, time or
territorial  restrictions  set forth in Section 8.01 are unreasonable as applied
to any Stockholder, the parties hereto, including that Stockholder,  acknowledge
their mutual intention and agreement that those  restrictions be enforced to the
fullest extent the court deems reasonable, and thereby shall be reformed to that
extent  as  applied  to that  Stockholder  and any other  Stockholder  similarly
situated.

               Section  8.05.  Independent  Covenant.  All the covenants in this
Article VIII are intended by each party hereto to, and shall, be construed as an
agreement  independent  of any  other  provision  in  this  Agreement,  and  the
existence  of any  claim or cause of action of any  Stockholder  against  T-NDE,
whether  predicated  on this  Agreement  or  otherwise,  shall not  constitute a
defense to the  enforcement by T-NDE of any covenant in this Article VIII. It is
specifically  agreed that the period specified in Section 8.01 shall be computed
in the case of each  Stockholder  by excluding  from that  computation  any time
during which that  Stockholder is in violation of any provision of Section 8.01.
The covenants contained in this Article VIII shall not be affected by any breach
of any other provision hereof by any party hereto.

               Section 8.06.  Materiality.  OSI and each Stockholder,  severally
and not jointly with any other Person,  hereby agree that this Article VIII is a
material and substantial part of the transactions contemplated hereby.

               Section 8.07. Potentially Competitive Activities.  In the event a
Stockholder  desires to undertake an activity prior to the third  anniversary of
the Closing  Date which may or may not violate the terms of this  Article,  that
Stockholder  may provide  written  notice to T-NDE  outlining the nature of such
activity to T-NDE.  If T-NDE believes that the activity  described in the notice
would violate the terms of this Article,  T-NDE shall so notify that Stockholder
within ten (10) days after receipt of that Stockholder's  notice. The failure to
so notify that Stockholder  shall result in a waiver of T-NDE's right to enforce
the  provisions  of this Article  against that  Stockholder  with respect to the
activity  described in the notice. If T-NDE does notify that Stockholder  within
ten (10) days after receipt of that Stockholder's  notice, T-NDE shall set forth
the reasons it believes  the  proposed  activity  will violate the terms of this
Article. Within ten (10) days after receipt of T-NDE's written response, that


                                      -33-

<PAGE>



Stockholder  may  provide a written  rebuttal  specifically  addressing  T-NDE's
objections and that Stockholder's  intent to proceed with the activity.  If that
Stockholder  provides a written  rebuttal  within ten (10) days after receipt of
T-NDE's  written  response,  T-NDE shall then have ten (10) days from receipt of
that Stockholder's written rebuttal to commence arbitration to determine whether
the proposed activity violates this Article. The failure to commence arbitration
within ten (10) days after receipt of that Stockholder's  written rebuttal shall
result in a waiver of T-NDE's  right to enforce the  provisions  of this Article
against that Stockholder described in the Stockholder's notice.

                                   ARTICLE IX

                     DEFINITIONS AND DEFINITIONAL PROVISIONS

               Section  9.01.  Defined  Terms.  As used in this  Agreement,  the
following terms have the meanings assigned to them below:

               "Acquisition"  means the  transaction  comprising the transfer of
     Shares from the Stockholders to T-NDE.

               "Acquisition   Agreements"  means  this  Agreement,  the  Warrant
     Agreement, and the Promissory Note.

               "Acquisition  Consideration"  means any of the Cash Payment,  the
     Promissory Note principal and interest  payments,  the Stock Warrants,  and
     the T-NDE Capital Stock.

               "Affiliate"  means, as to any specified Person,  any other Person
     that,  directly  or  indirectly  through  one  or  more  intermediaries  or
     otherwise,  controls,  is controlled by or is under common control with the
     specified Person.

               "Business"   means  the   activities  of  providing   maintenance
     management services for customers  throughout the United States,  including
     the maintenance of a call center, the maintenance of a proprietary software
     program  to  manage  the  business;  knowledge  of  vendors  which  provide
     maintenance and repair  services;  obtaining  knowledge about the customers
     and their property,  both real and personal;  pricing maintenance  services
     from outside vendors; and any goodwill associated therewith.

               "Capital Stock" means, with respect to: (a) any corporation,  any
     share,  or any depositary  receipt or other  certificate  representing  any
     share, of an equity  ownership  interest in that  corporation;  and (b) any
     other Entity, any share,  membership or other percentage interest,  unit of
     participation  or  other  equivalent  (however  designated)  of  an  equity
     interest in that Entity.

               "Cash Payment" means the Cash Payment as defined in Section 1.03.



                                      -34-

<PAGE>



               "CERCLA"   means  the   Comprehensive   Environmental   Response,
     Compensation, and Liability Act of 1980.

               "Charter  Documents"  means,  with  respect  to any Entity at any
     time, in each case as amended,  modified and supplemented at that time, the
     articles or certificate of formation, incorporation or organization (or the
     equivalent  organizational  documents)  of that  Entity,  (b) the bylaws or
     limited  liability  company  agreement or  regulations  (or the  equivalent
     governing documents) of that Entity and (c) each document setting forth the
     designation, amount and relative rights, limitations and preferences of any
     class or series of that Entity's  Capital Stock or of any rights in respect
     of that Entity's Capital Stock.

               "Code" means the Internal Revenue Code of 1986.

               "Confidential  Information"  means  any  of  the  following  that
     relates to or is used or useful to OSI or its  Affiliates:  (i) information
     such as customer lists of OSI or its  Affiliates,  software or source code,
     pricing structures and policies, among other business documents,  data, and
     information;   and  (ii)  all   conceptions   and  ideas  for   inventions,
     improvements or valuable discoveries,  whether or not patentable, all trade
     secrets,  all  works  of  authorship  (including  illustrations,  writings,
     computer  programs  and  software)  and all  other  business  or  technical
     information. Confidential Information does not include information or items
     which are, as of the date Stockholder  received the information,  generally
     available to and generally known by the public,  or through no fault of any
     Stockholder,  hereafter becomes generally  available to and generally known
     by the public.

               "Controlling  Affiliate" means an Affiliate possessing,  directly
     or indirectly, the power to direct or cause the direction of the management
     or policies of a Person (whether through ownership of Capital Stock of that
     Person, by contract or otherwise).

               "Current Balance Sheet" means the unaudited  consolidated balance
     sheet of OSI at June 30, 1998.

               "Current Balance Sheet Date" means June 30, 1998.

               "Damage"  to  any  specified   Person  means  any  cost,   damage
     (including  any  consequential,  exemplary,  punitive or treble  damage) or
     expense  (including   reasonable  fees  of  and  actual   disbursements  by
     attorneys,  consultants,  experts or other  Representatives  and Litigation
     costs) to, any fine of or penalty on or any  liability  (including  loss of
     earnings or profits) of any other nature of that Person;  provided, that if
     any Indemnified  Party should have a claim against any  Indemnifying  Party
     that does not  involve a Third  Party  Claim and for which the  Indemnified
     Party  seeks  indemnification  pursuant to Section  7.04(e),  the amount of
     Damages attributable to that claim will not include any amount representing
     consequential, exemplary, punitive or treble damage.



                                      -35-

<PAGE>



               "Damage  Claim"  means,  as asserted  (a)  against any  specified
     Person,  any  claim,  demand or  Litigation  made or  pending  against  the
     specified  Person for Damages to any other Person,  or (b) by the specified
     Person,  any claim or  demand of the  specified  Person  against  any other
     Person for Damages to the specified Person.

               "DGCL" means the Delaware General Corporation Law.

               "Employee Policies and Procedures" means at any time all employee
     manuals and all material  policies,  procedures and work-related rules that
     apply at that time to any employee,  nonemployee director or officer of, or
     any  other  natural  person  performing  consulting  or  other  independent
     contractor services for, OSI or any Company Subsidiary.

               "Employment  Agreement"  means at any time any (a)  agreement  to
     which OSI or any of its  Affiliates  is a party  which then  relates to the
     direct or  indirect  employment  or  engagement,  or  arises  from the past
     employment  or  engagement,  of any  natural  person by OSI or any  Company
     Subsidiary,  whether as an employee,  a nonemployee officer or director,  a
     consultant or other  independent  contractor,  a sales  representative or a
     distributor  of  any  kind,  including  any  employee  leasing  or  service
     agreement and any noncompetition agreement, or (b) agreement between OSI or
     any  Company  Subsidiary  and any Person  which  arises  from the sale of a
     business by that Person to OSI or any  Company  Subsidiary  and limits that
     Person's  competition with OSI or any Company Subsidiary.  For the purposes
     of this definition,  "Employment Agreement" shall not include any agreement
     between  OSI  and  any  natural  person  creating  at  will  employment  or
     employment  which can be  terminated  by OSI upon not more than thirty (30)
     days notice without cause.

               "Entity" means any sole proprietorship,  corporation, partnership
     of any kind having a separate  legal  status,  limited  liability  company,
     business trust, unincorporated organization or association, mutual company,
     joint stock company or joint venture.

               "Environmental Laws" means any and all Governmental  Requirements
     relating to the environment or worker health or safety,  including  ambient
     air,  surface water,  land surface or subsurface  strata,  or to emissions,
     discharges,  releases or threatened  releases of pollutants,  contaminants,
     chemicals or industrial, toxic or hazardous substances or wastes (including
     Solid Wastes, Hazardous Wastes or Hazardous Substances) or noxious noise or
     odor  into the  environment,  or  otherwise  relating  to the  manufacture,
     processing,  distribution,  use, treatment,  storage, disposal,  recycling,
     removal,  transport or handling of pollutants,  contaminants,  chemicals or
     industrial,  toxic or hazardous substances or wastes (including  petroleum,
     petroleum   distillates,    asbestos   or   asbestos-containing   material,
     polychlorinated       biphenyls,       chlorofluorocarbons       (including
     chlorofluorocarbon-12) or hydrochloro-fluorocarbons).

               "ERISA"  means the  Employee  Retirement  Income  Security Act of
     1974.



                                      -36-

<PAGE>



               "ERISA  Affiliate" means, with respect to any specified Person at
     any time, any other Person, including an Affiliate of the specified Person,
     that is, or at any time  within six years of that time was, a member of any
     ERISA  Group of which the  specified  Person is or was a member at the same
     time.

               "ERISA Employee  Benefit Plan" means any "employee  benefit plan"
     as defined in Section 3(3) of ERISA and includes any ERISA Pension  Benefit
     Plan.

               "ERISA  Group"  means any  "group of  organizations"  within  the
     meaning of Section  414(b),  (c), (m) or (o) of the Code or any "controlled
     group" as defined in Section 4001(a)(14) of ERISA.

               "ERISA Pension Benefit Plan" means any "employee  pension benefit
     plan",  as  defined in Section  3(2) of ERISA,  including  any plan that is
     covered by Title IV of ERISA or subject to the  minimum  funding  standards
     under Section 412 of the Code (excluding any Multiemployer Plan).

               "Exchange Act" means the Securities Exchange Act of 1934.

               "Financial  Statements" means (a) the balance sheets of OSI as of
     December  31, 1997 and  December  31, 1996 and the  related  statements  of
     operations  and  retained  earnings  for each of OSI's  fiscal years in the
     two-year  period ended December 31, 1997 and (b) the balance sheets and the
     related  statements  of  operations  and  retained  earnings  for the first
     quarter of 1998 and the months of April and May 1998.

               "GAAP"  means  generally  accepted   accounting   principles  and
     practices  in the United  States as in effect  from time to time which have
     been  concurred in by Ernst & Young,  LLP and have been or are applied on a
     basis  consistent  (except for changes  concurred in by Ernst & Young,  LLP
     with the most recent Financial  Statements  delivered to T-NDE prior to the
     Closing.

               "Governmental  Approval"  means at any  time  any  authorization,
     consent, approval, permit, franchise,  certificate,  license,  implementing
     order or exemption of, or  registration  or filing with,  any  Governmental
     Authority,  including any certification or licensing of a natural person to
     engage in a profession or trade or a specific regulated  activity,  at that
     time.

               "Governmental  Authority" means (a) any national,  state, county,
     municipal or other government,  domestic or foreign, or any agency,  board,
     bureau, commission,  court, department or other instrumentality of any such
     government,  or (b) any Person  having the authority  under any  applicable
     Governmental Requirement to assess and collect Taxes for its own account.

               "Governmental  Requirement"  means  at  any  time  (a)  any  law,
     statute,  code,  ordinance,  order,  rule,  regulation,  judgment,  decree,
     injunction, writ, edict, award, authorization or other requirement of any



                                      -37-

<PAGE>



     Governmental  Authority  in  effect,  and as  then  may be  interpreted  by
     applicable  Governmental  Authorities,  at that time or (b) any  obligation
     included in any certificate,  certification,  franchise,  permit or license
     issued by any Governmental Authority or resulting from binding arbitration,
     including any requirement under common law, at that time.

               "Guaranty" means, for any specified Person,  without duplication,
     any  liability,  contingent or otherwise,  of that Person  guaranteeing  or
     otherwise  becoming  liable for any  obligation  of any other  Person  (the
     "primary  obligor")  in any manner,  whether  directly or  indirectly,  and
     including any liability of the specified Person, direct or indirect, (a) to
     purchase or pay (or advance or supply funds for the purchase or payment of)
     that  obligation  or to  purchase  (or to advance  or supply  funds for the
     purchase  of) any  security  for the  payment  of that  obligation,  (b) to
     purchase  property,  securities or services for the purpose of assuring the
     owner of that obligation of its payment or (c) to maintain working capital,
     equity capital or other financial  statement  condition or liquidity of the
     primary obligor so as to enable the primary obligor to pay that obligation;
     provided,  that  the term  "Guaranty"  does not  include  endorsements  for
     collection or deposit in the ordinary course of the endorser's business.

               "Indebtedness" of any Person means, without duplication,  (a) any
     liability  of that  Person (i) for  borrowed  money or  arising  out of any
     extension  of  credit  to or for  the  account  of that  Person  (including
     reimbursement or payment obligations with respect to surety bonds,  letters
     of credit, banker's acceptances and similar instruments),  for the deferred
     purchase price of property or services or arising under conditional sale or
     other title retention agreements,  other than trade payables arising in the
     ordinary course of business,  (ii) evidenced by notes, bonds, debentures or
     similar instruments,  (iii) in respect of capital leases or (iv) in respect
     of interest rate protection  agreements,  (b) any liability  secured by any
     Lien upon any  property  or assets of that  Person  (or upon any  revenues,
     income or profits of that Person therefrom), whether or not that Person has
     assumed that liability or otherwise  become liable for the payment  thereof
     or (c) any  liability  of others  of the type  described  in the  preceding
     clause (a) or (b) in respect of which that Person has incurred,  assumed or
     acquired a liability by means of a Guaranty.

               "Intellectual  Property"  means anything that is, has been, or is
     capable  of being  patented,  protected  as a trade  secret,  protected  by
     copyright  law, or  protected by or under any other U.S. or foreign laws or
     statutes  relating to intellectual or industrial  property rights.  Without
     limiting  the  foregoing,  Intellectual  Property  may  take  the  form  of
     inventions,   discoveries,  ideas,  improvements,   schematics,   diagrams,
     know-how,  information, data, plans, designs, methods, processes, hardware,
     or software.

               "Intellectual  Property  Rights"  means any rights  whatsoever in
     Intellectual  Property and all rights of action accrued and to accrue under
     and by virtue of the Intellectual Property,  including the right to sue and
     recover for past infringement thereof.



                                      -38-

<PAGE>



               "IRS" means the Internal Revenue Service.

               "Lien" means, with respect to any property or asset of any Person
     (or any revenues, income or profits of that Person therefrom) (in each case
     whether the same is  consensual  or  nonconsensual  or arises by  contract,
     operation of law,  legal process or  otherwise),  (a) any  mortgage,  lien,
     security interest, pledge, attachment,  levy or other charge or encumbrance
     of any kind  thereupon or in respect  thereof or (b) any other  arrangement
     under which the same is  transferred,  sequestered or otherwise  identified
     with the intention of subjecting  the same to, or making the same available
     for, the payment or performance of any liability in priority to the payment
     of the ordinary, unsecured creditors of that Person, including any "adverse
     claim" (as defined in the applicable  Uniform  Commercial Code) in the case
     of any Capital  Stock.  For purposes of this  Agreement,  a Person shall be
     deemed to own  subject  to a Lien any asset that it has  acquired  or holds
     subject to the  interest of a vendor or lessor under any  conditional  sale
     agreement,  capital lease or other title  retention  agreement  relating to
     that asset.

               "Litigation"   means  any  action,   case,   proceeding,   claim,
     grievance,  suit or  investigation  or  other  proceeding  conducted  by or
     pending before any Governmental Authority or any arbitration proceeding.

               "Material"  means,  as applied to any Entity or OSI,  material to
     the  business,  operations,  property  or  assets,  liabilities,  financial
     condition  or results of  operations  of that  Entity and its  Subsidiaries
     considered  as a whole or OSI,  as the case may be.  No  liability,  claim,
     loss,  or other amount owing which is less than $25,000 shall be considered
     Material.

               "Material Adverse Effect" means, with respect to the consequences
     of any fact or circumstance  (including the occurrence or non-occurrence of
     any event) to OSI, that such fact or circumstance has caused, is causing or
     will  cause,  directly,  indirectly  or  consequentially,  singly or in the
     aggregate with other facts and circumstances,  any Damages in excess of the
     Threshold Amount.

               "Material   Agreement"  of  any  Entity  means  any  contract  or
     agreement (a) to which that Entity or any of its  Subsidiaries  is a party,
     or by which that Entity or any of its Subsidiaries is bound or to which any
     property or assets of that Entity or any of its Subsidiaries is subject and
     (b) which is Material to that Entity.  No agreement  that can be terminated
     upon thirty (30) days notice without penalty shall be considered a Material
     Agreement.

               "Multiemployer  Plan" means a "multiemployer"  plan as defined in
     Section  4001(a)(3)  of ERISA,  Section 414 of the Code or Section 3(37) of
     ERISA.

               "Original  Issue Date" means,  with respect to any Warrant issued
     in the Acquisition, the Closing Date.



                                      -39-

<PAGE>



               "Other  Compensation  Plan" means any  compensation  arrangement,
     plan, policy,  practice or program established,  maintained or sponsored by
     OSI or any Company  Subsidiary,  or to which OSI or any Company  Subsidiary
     contributes,  on behalf of any of its employees,  nonemployee  directors or
     officers  or  other  natural   persons   performing   consulting  or  other
     independent  contractor  services  for OSI or any Company  Subsidiary,  (a)
     including all such  arrangements,  plans,  policies,  practices or programs
     providing for severance pay,  deferred  compensation,  incentive,  bonus or
     performance  awards or the actual or phantom ownership of any Capital Stock
     or  options,  warrants  or rights to  acquire  Capital  Stock of OSI or any
     Company  Subsidiary,  but (b) excluding all Company ERISA Pension Plans and
     Employment Agreements.

               "Permitted  Liens" means, as applied to the property or assets of
     any Person (or any revenues,  income or profits of that Person  therefrom):
     (a) Liens for Taxes if the same are not at the time due and delinquent; (b)
     Liens of carriers,  warehousemen,  mechanics,  laborers and materialmen for
     sums not yet  due;  (c)  Liens  incurred  in the  ordinary  course  of that
     Person's  business in connection with worker's  compensation,  unemployment
     insurance  and other social  security  legislation  (other than pursuant to
     ERISA or Section  412(n) of the Code);  (d) Liens  incurred in the ordinary
     course of that Person's  business in connection with deposit accounts or to
     secure  the  performance  of  bids,  tenders,  trade  contracts,  statutory
     obligations, surety and appeal bonds, performance and return-of-money bonds
     and  other  obligations  of  like  nature;  (e)  easements,  rights-of-way,
     reservations,  restrictions and other similar encumbrances  incurred in the
     ordinary  course of that Person's  business or existing on property and not
     materially  interfering with the ordinary conduct of that Person's business
     or the use of that property; (f) defects or irregularities in that Person's
     title to its real properties which do not materially (i) diminish the value
     of the surface estate or (ii)  interfere with the ordinary  conduct of that
     Person's business or the use of any of such properties; (g) any interest or
     title of a lessor of assets  being  leased by any  Person  pursuant  to any
     capital  lease  disclosed in Schedule  3.19 or any lease that,  pursuant to
     GAAP,  would be accounted for as an operating lease; and (h) Liens securing
     purchase money  Indebtedness  disclosed in Schedule 3.18 or 3.19 so long as
     such  Liens  do not  attach  to any  property  or  assets  other  than  the
     properties or assets purchased with the proceeds of such Indebtedness.

               "Person" means any natural person,  Entity,  estate, trust, union
     or employee  organization or Governmental  Authority or, for the purpose of
     the definition of "ERISA Affiliate," any trade or business.

               "Prohibited Transaction" means any transaction that is prohibited
     under Section 4975 of the Code or Section 406 of ERISA and not exempt under
     Section 4975 of the Code or Section 408 of ERISA.

               "Promissory  Note"  means  Promissory  Note as defined in Section
     1.04.

               "Related Party  Agreement" means any contract or other agreement,
     written or oral,  (a) to which OSI or any Company  Subsidiary is a party or
     is bound or by which any property of OSI or any Company Subsidiary is bound


                                      -40-

<PAGE>



     or may be  subject  and (b) (i) to  which  any  Stockholder  or any of that
     Stockholder's  Related  Persons or Affiliates  also is a party,  or (ii) of
     which any  Stockholder  or any of that  Stockholder's  Related  Persons  or
     Affiliates is a beneficiary.

               "Related Person" of a Stockholder  means: (a) if that Stockholder
     is a natural person,  (i) any family member of that  Stockholder,  (ii) any
     estate of that Stockholder or any family member of that Stockholder,  (iii)
     the trustee of any trust of which all the beneficiaries are Related Persons
     of that Stockholder and (iv) any Entity the entire equity interest in which
     is owned by any one or more of that Stockholder and Related Persons of that
     Stockholder; and (b) if that Stockholder is an Entity, estate or trust, (i)
     any  Person who owns an equity  interest  in that  Stockholder  on the date
     hereof,  (ii) any Person who would be a Related  Person under clause (a) of
     this definition of a natural person who is an ultimate  beneficial owner of
     that  Stockholder  or (iii) any other Entity the entire equity  interest in
     which is owned by any one or more of that  Stockholder  and Related Persons
     of that Stockholder.

               "Reportable  Event"  means,  with  respect to any  Company  ERISA
     Pension Plan,  (a) the occurrence of any of the events set forth in Section
     4043(b) or (c) (other than a Reportable  Event as to which the provision of
     30 days' notice to the Pension Benefit Guaranty Corporation is waived under
     applicable  regulations),  4062(e) or 4063(a) of ERISA with respect to that
     plan,  (b) any  event  requiring  OSI or any  ERISA  Affiliate  to  provide
     security  to that  plan  under  Section  401(a)(29)  of the Code or (c) any
     failure  to make a  payment  required  by  Section  412(m) of the Code with
     respect to that plan.

               "Representatives"   means,  with  respect  to  any  Person,   the
     directors,   officers,   employees,   Affiliates,   accountants  (including
     independent certified public accountants), advisors, attorneys, consultants
     or other agents of that Person, or any other representatives of that Person
     or of any of those directors, officers, employees, Affiliates,  accountants
     (including independent certified public accountants),  advisors, attorneys,
     consultants or other agents.

               "RCRA" means the Resource Conservation and Recovery Act of 1976.

               "Restricted  Payment"  means,  with  respect to any Entity at any
     time, any of the following  effected by that Entity: (a) any declaration or
     payment of any  dividend  or other  distribution,  direct or  indirect,  on
     account of any Capital Stock of that Entity or any Affiliate of that Entity
     or (b) any direct or  indirect  redemption,  retirement,  purchase or other
     acquisition  for value of, or any direct or indirect  purchase,  payment or
     sinking fund or similar deposit for the redemption, retirement, purchase or
     other  acquisition  for value of, or to obtain the  surrender  of, any then
     outstanding Capital Stock of that Entity or any Affiliate of that Entity or
     any then  outstanding  warrants,  options  or other  rights to  acquire  or
     subscribe for or purchase unissued or treasury Capital Stock of that Entity
     or any Affiliate of that Entity.



                                      -41-

<PAGE>



               "Restricted Person" means at any time: (a) each Stockholder named
     as an  Affiliate  of OSI in Schedule  3.06;  and (b) each other Person who,
     pursuant to Securities  Act Rule  144(a)(2),  would be treated  together at
     that time with any  Stockholder  named as an  Affiliate  of OSI in Schedule
     3.06 as a single  "person" for purposes of  determining  the  compliance of
     that "person" with Securities Act Rule 144(e).

               "Returns" of any Person means the returns,  reports or statements
     (including any Information  returns) any Governmental  Requirement requires
     to be filed by that Person for purposes of any Tax.

               "Section 338(h)(10)  Purchase" means a transaction as a result of
     which the  Acquisition  is  effected  by means of a Stock  Purchase  and in
     connection  with which  T-NDE or any of its  Affiliates  makes an  election
     under  Section  338(h)(10)  of the Code with respect to its purchase of OSI
     Capital Stock.

               "SEC" means the Securities and Exchange Commission.

               "Securities Act" means the Securities Act of 1933.

               "Stockholder  Indemnified Loss" means each Damage Claim described
     in Section 7.03.

               "Stockholder  Indemnified  Party" means (a) each  Stockholder and
     each of that  Stockholder's  Affiliates  (other than OSI or,  following the
     Closing Date,  T-NDE or any of its  Subsidiaries,  if the Stockholder is an
     Affiliate of T-NDE),  agents and counsel and (b) prior to the Closing Date,
     OSI and each of its officers, directors,  employees, agents and counsel who
     are not Stockholder Indemnified Parties within the meaning of clause (a) of
     this definition.

               "Stock  Warrants"  means the Stock Warrants as defined in Section
     1.05.

               "Subsidiary"  of any  specified  Person  at any  time,  means any
     Entity a majority  of the  Capital  Stock of which is at that time owned or
     controlled, directly or indirectly, by the specified Person.

               "T-NDE  Common  Stock"  means  T-NDE  Common  Stock as defined in
     Section 1.07.

               "T-NDE  Indemnified  Loss" means each Damage  Claim  described in
     Section 7.02.

               "T-NDE   Indemnified  Party"  means  T-NDE  and  its  Affiliates,
     including,  after the Closing,  OSI, and each of their respective officers,
     directors, employees, agents and counsel; provided, however, that no Person
     who indemnifies T-NDE Indemnified Parties in this Agreement in his capacity
     as a  Stockholder  will be a T-NDE  Indemnified  Party for purposes of this
     Agreement.


                                      -42-

<PAGE>



               "Tax" or "Taxes" means all net or gross income,  gross  receipts,
     net proceeds,  sales, use, ad valorem, value added, franchise, bank shares,
     withholding,   payroll,   employment,   excise,   property,   deed,  stamp,
     alternative or add-on minimum,  environmental or other taxes,  assessments,
     duties,  fees, levies or other  governmental  charges or assessments of any
     nature whatever imposed by any Governmental  Requirement,  whether disputed
     or  not,  together  with  any  interest,  penalties,  additions  to  tax or
     additional amounts with respect thereto.

               "Taxing  Authority"  means any  Governmental  Authority having or
     purporting to exercise jurisdiction with respect to any Tax.

               "Termination  Event"  means,  with  respect to any Company  ERISA
     Pension Plan, (a) any  Reportable  Event with respect to that plan which is
     likely to result in the  termination of that plan, (b) the  termination of,
     or the  filing  of a  notice  of  intent  to  terminate,  that  plan or the
     treatment of any  amendment  to that plan as a  termination  under  Section
     4041(c) of ERISA or (c) the institution of proceedings to terminate, or the
     appointment  of a trustee to  administer,  that plan under  Section 4042 of
     ERISA.

               "Threshold Amount" means $50,000.

               "Transaction   Document"   means  the   Acquisition   Agreements,
     documents,   instruments  and  certificates  executed  pursuant  to  or  in
     connection with this Agreement  including those specified or referred to in
     Article I and V to be delivered  at or before the Closing,  all as amended,
     modified or supplemented from time to time.

               "Welfare  Plan"  means  an  "employee  welfare  benefit  plan" as
     defined in Section 3(1) of ERISA.

               Section 9.02.  Other Defined Terms.  Words and terms used in this
Agreement  which are  defined  elsewhere  in this  Agreement  are used herein as
therein defined.

               Section  9.03.  Other  Definitional  Provisions.  (a)  Except  as
otherwise   specified   herein,   all  references  herein  to  any  Governmental
Requirement  defined or referred to herein,  including the Code, CERCLA,  ERISA,
the Exchange Act, RCRA and the  Securities  Act,  shall be deemed  references to
that Governmental Requirement or any successor Governmental Requirement,  as the
same may have been amended or  supplemented  from time to time, and any rules or
regulations promulgated thereunder.

               (b) When used in this Agreement, the words "herein," "hereof" and
"hereunder"  and words of similar  import refer to this Agreement as a whole and
not to any provision of this Agreement,  and the words  "Article,"  "Paragraph,"
"Section,"  "Annex,"  "Addendum,"  "Schedule"  and "Exhibit"  refer to Articles,
Paragraphs  and Sections of, and Annexes,  Addenda,  Schedules  and Exhibits to,
this Agreement unless otherwise specified.



                                      -43-

<PAGE>



               (c)  Whenever  the  context  so  requires,  the  singular  number
includes the plural and vice versa,  and a reference to one gender  includes the
other gender and the neuter.

               (d) The word "including" (and, with correlative meaning, the word
"include") means  including,  without limiting the generality of any description
preceding such word,  and the words "shall" and "will" are used  interchangeably
and have the same meaning.

               Section  9.04.  Captions.   Captions  to  Articles,   Paragraphs,
Sections and  subsections of, and Annexes,  Addenda,  Schedules and Exhibits to,
this Agreement or any other Transaction Document are included for convenience of
reference  only, and such captions shall not constitute a part of this Agreement
or any other Transaction Document for any other purpose or in any way affect the
meaning  or  construction  of any  provision  of  this  Agreement  or any  other
Transaction Document.

                                    ARTICLE X

                               GENERAL PROVISIONS

               Section 10.01.  Brokers and Agents. The Stockholders  jointly and
severally  represent  and warrant to T-NDE that neither OSI nor any  Stockholder
has  directly or  indirectly  employed or become  obligated to pay any broker or
similar agent in connection with the transactions contemplated hereby and agree,
without regard to the Threshold Amount  limitations set forth in Article VII, to
indemnify  T-NDE against all Damage Claims arising out of claims for any and all
fees and commissions of brokers or similar agents  employed or promised  payment
by OSI or such Stockholder.

               Section 10.02.  Assignment;  No Third Party  Beneficiaries.  This
Agreement and the rights of the parties hereunder may not be assigned (except by
operation  of law) and  shall be  binding  on and  inure to the  benefit  of the
parties hereto, the successors of T-NDE, and the heirs and legal representatives
of the Stockholders  (and, in the case of any trust,  the successor  trustees of
that  trust).  Neither  this  Agreement  nor any other  Transaction  Document is
intended, or shall be construed,  deemed or interpreted, to confer on any Person
not a party hereto or thereto any rights or remedies  hereunder  or  thereunder,
except as provided  in Section  10.11 or Article  VII or as  otherwise  provided
expressly herein or therein.

               Section  10.03.  Entire  Agreement;   Amendment;   Waivers.  This
Agreement and the documents  delivered  pursuant  hereto  constitute  the entire
agreement and understanding among the Stockholders,  OSI and T-NDE and supersede
all prior agreements and understandings,  both written and oral, relating to the
subject matter of this  Agreement.  This  Agreement may be amended,  modified or
supplemented,  and any right  hereunder  may be waived,  if,  but only if,  that
amendment,  modification,  supplement  or waiver is in writing and signed by the
Disbursement  Agent  on  behalf  of the  Stockholders,  or by  the  Stockholders
entitled to receive at least 80% of the total Acquisition Consideration, OSI and
T-NDE;  provided,  however,  that,  in the event the  Stockholders  execute  the
amendment  individually (rather than the Disbursement Agent), no such amendment,
modification, supplement or waiver will be effective unless it is signed by each
Stockholder affected thereby to the extent that it (a) changes the several


                                      -44-

<PAGE>




nature of that Stockholder's  representations and warranties (to the extent they
are not already joint and several as provided in Article III and Section 10.01),
(b)  reduces  the  amount,  or  changes  the  components,   of  the  Acquisition
Consideration  that  Stockholder is entitled to receive pursuant to Section 1.4,
or (c)  amends  or  waives  this  sentence.  The  waiver of any of the terms and
conditions  hereof shall not be construed or interpreted  as, or deemed to be, a
waiver of any other term or condition hereof.

               Section  10.04.   Expenses.   Whether  or  not  the  transactions
contemplated  hereby are consummated,  (a) T-NDE will pay the fees, expenses and
disbursements of T-NDE and its Subsidiaries and their  Representatives which are
incurred  in  connection  with the  subject  matter  of this  Agreement  and any
amendments thereto, including all costs and expenses incurred in the performance
of and  compliance  with all  conditions  to be  performed  by T-NDE  under this
Agreement,  (b) OSI will pay from OSI funds in the ordinary  course of business,
all reasonable fees,  expenses and  disbursements of counsel for OSI incurred in
connection with the subject matter of this Agreement,  and (c) the  Stockholders
will pay from  personal  funds,  and not from  funds  of OSI,  all  sales,  use,
transfer  and other  similar  taxes and fees  incurred  in  connection  with the
transactions  contemplated hereby including the fees, expenses and disbursements
of counsel for the  Stockholders  incurred in connection with the subject matter
of this Agreement.  The Stockholders  will file all necessary  documentation and
Returns with respect to all sales,  use,  transfer and other  similar  taxes and
fees  they  are  required  by this  Section  10.04  to pay.  In  addition,  each
Stockholder  acknowledges  that  he,  and  not  OSI or  T-NDE  or the  Surviving
Corporation, will pay all Taxes due upon receipt of the consideration payable to
that Stockholder pursuant to the transactions contemplated by this Agreement.

               Section  10.05.   Notices.  All  notices  required  or  permitted
hereunder shall be in writing,  and shall be deemed to be delivered and received
(a) if  personally  delivered or if delivered by telex,  telegram,  facsimile or
courier service,  when actually  received by the party to whom notice is sent or
(b) if delivered by mail  (whether  actually  received or not),  at the close of
business on the third  Houston,  Texas  business day next following the day when
placed in the mail, postage prepaid,  certified or registered,  addressed to the
appropriate  party or parties,  at the address of such party set forth below (or
at such other address as such party may designate by written notice to all other
parties in accordance herewith):

               (i) if to T-NDE or any of its Subsidiaries, addressed to it at:

                           Tanknology-NDE International, Inc.
                           8900 Shoal Creek Boulevard
                           Building 200
                           Austin, Texas 78757
                           Attn.:   President



                                      -45-

<PAGE>



                           with a copy to:

                           Tanknology-NDE International, Inc.
                           712 Main Street, Suite 1700
                           Houston, Texas 77002
                           Attn.:   Jay Allen Chaffee, Chairman
                           Fax No.: 713-599-0200

; and

               (ii) if to any of the Stockholders, addressed to:

                           Outbound Services, Inc.
                           23521 Paseo de Valencia, Suite 304
                           Laguna Hills, California 92653
                           Attn.:   James W. Law, President
                           Fax No.:  949-597-3154

               Section  10.06.  Governing Law. This Agreement and the rights and
obligations  of the  parties  hereto  shall be  governed  by and  construed  and
enforced in accordance with the  substantive  laws of the State of Texas without
regard to the conflicts of law provisions thereof.

               Section  10.07.  Exercise  of  Rights  and  Remedies.  Except  as
otherwise  provided  herein,  no delay or omission in the exercise of any right,
power or  remedy  accruing  to any party  hereto  as a result  of any  breach or
default  hereunder by any other party hereto shall impair any such right,  power
or remedy,  nor shall it be construed,  deemed or  interpreted as a waiver of or
acquiescence in any such breach or default,  or of any similar breach or default
occurring  later;  nor  shall any  waiver of any  single  breach or  default  be
construed,  deemed or  interpreted  as a waiver of any other  breach or  default
hereunder occurring before or after that waiver.

               Section 10.08. Time. Time is of the essence in the performance of
this Agreement in all respects.

               Section 10.09. Reformation and Severability.  If any provision of
this Agreement is invalid,  illegal or  unenforceable,  that provision shall, to
the  extent  possible,  be  modified  in such  manner as to be valid,  legal and
enforceable  but so as to most nearly retain the intent of the parties hereto as
expressed  herein,  and if such a modification  is not possible,  that provision
shall be severed from this Agreement, and in either case the validity,  legality
and  enforceability  of the remaining  provisions of this Agreement shall not in
any way be affected or impaired thereby.

               Section 10.10. Remedies Cumulative.  No right, remedy or election
given by any term of this Agreement shall be deemed exclusive, but each shall be
cumulative with all other rights,  remedies and elections available at law or in
equity.



                                      -46-

<PAGE>



               Section 10.11.  Release.  Subject to the limitations set forth in
the last sentence in this Section 10.11, each Stockholder hereby unconditionally
and  irrevocably  releases and forever  discharges,  effective as of and forever
after the Closing  Date,  to the fullest  extent  permitted by Texas,  all past,
present and future T-NDE Indemnified Parties (including, after the Closing Date,
OSI which will be a Subsidiary of T-NDE immediately after the Closing Date), and
the officers,  directors,  employees,  agents, and counsel of OSI (the "Released
Party")  from any and all  debts,  liabilities,  obligations,  claims,  demands,
actions or causes of  action,  suits,  judgments  or  controversies  of any kind
whatsoever   (collectively,   "Pre-Acquisition  Claims")  against  OSI  and  OSI
Subsidiaries,  if any,  and the  officers,  directors,  employees,  agents,  and
counsel of OSI or any of them that arises out of or is based on any agreement or
understanding or act or failure to act (including any act or failure to act that
constitutes   ordinary  or  gross  negligence),   misrepresentation,   omission,
transaction,  fact,  event or other matter  occurring  prior to the Closing Date
(whether based at law or in equity or otherwise, foreseen or unforeseen, matured
or  unmatured,   known  or  unknown,  accrued  or  not  accrued)  (collectively,
"Pre-Acquisition  Matters"),  including:  (a)  claims  by the  Stockholder  with
respect  to  repayment  of loans or  indebtedness;  (b) any  rights,  titles and
interests in, to or under any  agreements,  arrangements  or  understandings  to
which the Stockholder is a party; and (c) claims by the Stockholder with respect
to dividends,  violation of preemptive  rights,  or payment of salaries or other
compensation   or  in  any  way  arising  out  of  or  in  connection  with  the
Stockholder's  employment  with  OSI,  the  cessation  of that  employment,  the
Stockholder's status as an officer,  director or stockholder of OSI or otherwise
(but  excluding any and all claims in respect of (i) accrued and unpaid  amounts
owing to the  Stockholder  pursuant to each  Employment  Agreement  disclosed in
Schedule 3.24 to which the Stockholder is a party,  (ii) accrued and unpaid cash
compensation  owing to the  Stockholder  in the  normal and  ordinary  course of
business and consistent with past practices,  (iii) benefits  accrued under each
Company ERISA Benefit Plan or Other  Compensation  Plan,  the existence of which
has been disclosed in Schedule 3.25, and (iv) amounts or other obligations owing
to the  Stockholder,  directly or indirectly,  pursuant to each Retained Related
Party  Agreement,  if any,  which is disclosed in Schedule 3.11 and to which the
Stockholder, directly or indirectly, is a party). The Stockholder further agrees
not to file or bring any  Litigation  before any  Governmental  Authority on the
basis of or respecting any Pre-Acquisition  Claim concerning any Pre-Acquisition
Matter against any Related Party.  Each Stockholder (a) acknowledges  that he or
she fully  comprehends  and  understands all the terms of this Section 10.12 and
their legal effects and (b) expressly represents and warrants that (i) he or she
is  competent to effect the release made in this  Section  10.12  knowingly  and
voluntarily  and without  reliance on any  statement  or  representation  of any
Released Party or its  Representatives and (ii) he or she had the opportunity to
consult with an attorney of his or her choice regarding this Section 10.12. This
Section  10.12  shall not  affect  the  rights of the  Stockholders  under  this
Agreement or any other Transaction Document.

               Section 10.12.  Arbitration.  Any and all controversies or claims
arising out of or relating to this  Agreement,  or the breach  thereof  shall be
settled by binding arbitration held in Travis County,  Texas administered by the
American Arbitration  Association ("AAA") and shall be conducted under the AAA's
then-effective  commercial arbitration rules, and judgment on the award rendered
by the  arbitrators  may be entered in any court  having  jurisdiction  thereof;
provided,  however, that a controversy or claim otherwise subject to arbitration
hereunder may initially be heard by any court of competent jurisdiction to the


                                      -47-

<PAGE>




extent, and only to the extent, that initial submission of the matter to a court
is necessary  for a party to seek  emergency  injunctive  relief,  and provided,
further,  however,  that the  matter  initially  submitted  to a court  shall be
rendered by the court to  arbitration  pursuant  to this  section as soon as the
matter as to which such emergency injunctive relief was sought has been heard by
the court. The direct expense of any arbitration  proceeding  hereunder shall be
borne by the non-prevailing party.

               Section 10.13. Counterpart Execution;  Facsimiles. This Agreement
may be executed in any number of counterparts,  each of which shall be deemed an
original and which together shall constitute one agreement.  A facsimile copy of
any party's signature on this Agreement shall be enforceable  against such party
as an original.


                                      -48-

<PAGE>



               IN WITNESS WHEREOF,  the undersigned have executed this Agreement
on the date first above written.

                                         TANKNOLOGY-NDE INTERNATIONAL, INC.


                                         By:      //JAY ALLEN CHAFFEE//
                                         Title:   Chairman


                                         OUTBOUND SERVICES, INC.


                                         By:      //JAMES W. LAW//
                                         Title:   CEO, President


                                         SELLERS:

                                             //JAMES W. LAW//
                                         -------------------------------
                                         James W. Law


                                             //ROBERT S. FERRANTE//
                                         -------------------------------
                                         Robert S. Ferrante


                                             //CARLOS K. MCAFEE//
                                         -------------------------------
                                         Carlos K. McAfee


                                             //DEKE MARCUS//
                                         -------------------------------
                                         Deke Marcus


                                             //GENE ROSS HIRS//
                                         -------------------------------
                                         Gene Ross Hirs


                                            //GENE HIRS//
                                         -------------------------------
                                         Gene Hirs


                                      -49-

<PAGE>




                                             //WAYNE MARCUS//
                                         -------------------------------
                                         Wayne Marcus


                                             //JOHN FERRANTE//
                                         -------------------------------
                                         John Ferrante


                                             //CATHY MAHONEY//
                                         -------------------------------
                                         Cathy Mahoney


                                             //DEBRA BARRY BISHOP//
                                         -------------------------------
                                         Debra Barry Bishop


                                             //DAVID B. MILLER//
                                         -------------------------------
                                         David B. Miller


                                             //MELINDA HATFIELD//
                                         -------------------------------
                                         Melinda Hatfield


                                             //SEMONE HIRS//
                                         -------------------------------
                                         Semone Hirs


                                            //GARY HIRS//
                                         -------------------------------
                                         Gary Hirs


                                      -50-