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

                  AGREEMENT  dated this 19th day of  October,  1998,  between LS
Management,  Inc.,  a  Delaware  corporation  (the  "Purchaser"),   and  Coulter
Enterprises, Inc., a Nevada corporation (the "Seller").

                              W I T N E S S E T H:

                  WHEREAS,  the Seller  desires to transfer,  convey and assign,
and the  Purchaser  desires to purchase  and  acquire  certain of the assets and
assume certain of the  liabilities of the Seller  described in this Agreement on
the terms and conditions hereinafter set forth.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants hereinafter set forth, the parties hereto agree as follows:

                  1.       Purchase and Sale of Assets.

                           1.1.     The Seller  shall  sell,  transfer,  convey,
assign and deliver to the Purchaser,  and the Purchaser shall purchase,  acquire
and accept  from the  Seller,  on the  Closing  Date (as such term is defined in
Article 4 below) all of the right,  title and  interest  of the Seller in and to
the assets set forth on Schedule 1.1 hereto (collectively the "Assets").

                           1.2.     The transfer of the Assets shall be effected
by such bills of sale, assignments and other instruments of transfer, conveyance
and  assignment  as shall be necessary or  appropriate  to transfer,  convey and
assign  the  Assets  to the  Purchaser  on the  Closing  Date  and as  shall  be
reasonably  requested by the Purchaser.  The Seller shall,  at any time and from
time to time after the Closing Date,  execute and deliver such other instruments
of transfer  and  conveyance  and do all such  further acts and things as may be
requested  by the  Purchaser  to  transfer,  convey,  assign and  deliver to the
Purchaser  or to aid and assist the  Purchaser  in  collecting  and  reducing to
possession,  any and all of the Assets,  or to vest in the Purchaser good, valid
and marketable title to the Assets.

                  2.       Assumption of Liabilities.

                           2.1.     Except  for those  certain  liabilities  and
obligations  set forth on Schedule 2.1 (the  "Assumed  Obligations"),  as of the
Closing  Date,  Purchaser  will not assume any  liabilities  or  obligations  of
Seller,  including,  but not limited to, any  accounts  payable,  administrative
claims,  executory  contracts  and any  costs  relating  to the  termination  of
employees.



<PAGE>
                  3.       Purchase Price and Payment: Allocation; Adjustment
of Purchase Price.

                           3.1.     In consideration of the transfer, conveyance
and assignment of the Assets as  contemplated  herein,  on the Closing Date, the
Purchaser  shall pay the  Seller and the Seller  shall  accept a purchase  price
equal to $10,500,000 (Ten Million Five Hundred  Thousand),  by certified or bank
cashier's  check  payable  to  the  order  of the  Seller,  in  addition  to the
assumption of the Assumed Obligations (the "Purchase Price").

                           3.2.     The Purchase Price shall be allocated to the
Assets as set forth on Schedule 3.2 attached hereto and made a part hereof.

                  4.       Closing.   The  transactions   contemplated  by  this
Agreement  shall close and all deliveries to be made at the time of closing (the
"Closing") shall take place at 10:00 a.m.,  Central Standard Time on the date of
the  execution of this  Agreement  (the "Closing  Date"),  by means of telephone
conference  equipment  or at such place as may be agreed  upon in writing by the
parties hereto.

                  5.       Representations  and  Warranties  of the Seller.  The
Seller hereby represents and warrants to the Purchaser as follows:

                           5.1.     The Seller is a corporation  duly organized,
validly  existing and in good standing under the laws of the State of Nevada and
has all requisite power and authority, corporate or otherwise, to own, lease and
operate its  properties  and carry on its business as now being  conducted.  The
Seller  is  duly  qualified  to do  business  and  is in  good  standing  in all
jurisdictions in which such  qualification is necessary because of the character
of  the  properties  owned,  leased  or  operated  by it or  the  nature  of its
activities.

                           5.2.     The  Seller  has  all  requisite  power  and
authority,  corporate or otherwise,  to enter into this Agreement and to perform
its obligations hereunder.  The execution and delivery of this Agreement and the
performance  by the  Seller  of its  obligations  hereunder  have  been duly and
validly  authorized  by all  necessary  corporate  action of the  Seller  and no
further  action or  approval,  corporate or  otherwise,  is required in order to
constitute this Agreement as a valid, binding and enforceable  obligation of the
Seller.

                           5.3.     No    action,    approval,     consent    or
authorization,  including, but not limited to, any action, approval,  consent or
authorization by or filing with any governmental or  quasi-governmental  agency,
commission, board, bureau or instrumentality is necessary or required as to the


                                       -2-
<PAGE>



Seller in order to constitute this Agreement as a valid, binding and enforceable
obligation of the Seller in accordance with its terms.

                           5.4.     The Seller has good and marketable title to
the Assets,  free and clear of any liens,  claims, or other  encumbrances of any
nature. To the best of Seller's  knowledge,  each such asset and item is in good
operating condition and repair.

                           5.5.     Except  as set forth on  Schedule  5.5 since
the date of Seller's October 19, 1998 balance sheet,  there have been no adverse
changes in the condition  (financial or otherwise) of the Assets, and the Seller
has not other  than in the  ordinary  course of  business,  mortgaged,  pledged,
granted or suffered to exist any lien or other  encumbrance  or charge on any of
the Assets.

                           5.6.     Within   the   times   and  in  the   manner
prescribed by law,  Seller has filed all tax returns and reports  required to be
filed by law, including,  without limitation,  estimated returns with respect to
Federal,  state and local income taxes, sales tax returns, and personal property
returns  and  has  paid  all  taxes,   interest,   penalties,   assessments  and
deficiencies  which have become due and payable in connection with such returns.
Seller is not a party to any material,  pending action or proceeding and, to the
knowledge of Seller, there is no material action or proceeding threatened by any
government  authority  for the  assessment  or  collection  of  taxes  or  other
governmental  charges  and  no  unresolved  claim  or  lien  for  assessment  or
collection  of taxes or have such charges been  asserted  against  Seller or the
Assets being conveyed hereunder.  There are no outstanding waivers or extensions
of time with  respect  to the  assessment  or audit of any tax or tax  return of
Seller.

                           5.7.     There  are  no   claims,   actions,   suits,
proceedings  or  investigations  pending  or, to the best  knowledge  of Seller,
threatened  against or affecting Seller with respect or to the Assets before any
federal, state, local or foreign court or other governmental body. Seller is not
subject to or in default with respect to any judgment,  order, writ,  injunction
or decree or any  governmental  restriction,  which  relates to or restricts the
transfer of the Assets to Purchaser or the operation of Seller's business.

                          5.8.      All  of   the   contracts   of  the   Seller
constituting a portion of the Assets set forth on Schedule 1.1 (the "Contracts")
are valid and binding,  in full force and effect and  enforceable  in accordance
with  their  respective  provisions.  Except as set forth in  Schedule  5.8,  no
consent is  required to assign any of the  Contracts  to the  Purchaser.  Seller
covenants to obtain any such consents required for assignment of the Contracts

                                       -3-

<PAGE>

listed on  Schedule  5.8 as  promptly  as  possible,  but in no event shall such
consents be obtained  later than October 31, 1998.  The Seller has not assigned,
mortgaged,  pledged,  encumbered,  or otherwise  hypothecated  any of its right,
title or interest  under the  Contracts.  The Seller is not in violation  of, in
default in respect of nor has there occurred an event or condition  which,  with
the passage of time or giving of notice (or both),  would constitute a violation
or a  default  of any such  Contract.  No  notice  has been  received  by Seller
claiming  any default by Seller or  indicating  the desire or  intention  of any
other party thereto to amend, modify, rescind or terminate any Contract.

                  6.       Representations  and  Warranties  of  the  Purchaser.
                           The Purchaser  hereby  represents and warrants to the
Seller as follows:

                           6.1.     The   Purchaser   is  a   corporation   duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has all requisite power and authority,  corporate or otherwise,  to
own,  lease and operate its  properties  and carry on its business as and in the
places where such properties are now owned,  leased or operated or such business
is now being conducted.

                           6.2.     The Purchaser  has all  requisite  power and
authority,  corporate or otherwise,  to enter into this  Agreement and to assume
and  perform its  obligations  hereunder.  The  execution  and  delivery of this
Agreement and the performance by the Purchaser or its obligations hereunder have
been duly authorized by all necessary  corporate  action of the Purchaser and no
further  action or  approval,  corporate or  otherwise,  is required in order to
constitute this Agreement as a valid, binding and enforceable  obligation of the
Purchaser.

                           6.3.     No    action,    approval,     consent    or
authorization,  including, but not limited to any action,  approval,  consent or
authorization by or filing with any governmental or  quasi-governmental  agency,
commission,  board, bureau or instrumentality is necessary or required as to the
Purchaser  in  order to  constitute  this  Agreement  as a  valid,  binding  and
enforceable obligation of the Purchaser in accordance with its terms.

                  7.       Covenants.

                           7.1.     Unless   required  by   applicable   law  or
regulatory  authority,  none of the  parties  hereto  shall  issue  any  report,
statement  or press  release to the public,  the trade or the press or any third
party  relating to this  Agreement  and the  transactions  contemplated  hereby,
except as mutually agreed to in writing by the parties hereto.


                                       -4-

<PAGE>

                           7.2.     Each of the  parties  hereto  shall  use its
reasonable  commercial efforts to take or cause to be taken all action and do or
cause to be done all things  necessary,  proper or advisable to  consummate  the
transactions  contemplated by this Agreement including,  without limitation,  to
obtain  all  permits,   approvals   (regulatory,   governmental  or  otherwise),
authorizations  and  consents of all third  parties and to make all filings with
and give all notices to third parties that may be necessary or required in order
to effectuate the transactions contemplated hereby.

                  8.       Conditions of Closing.

                           8.1.     The  obligation  of the  Purchaser  to close
hereunder shall be subject to the fulfillment and  satisfaction,  prior to or at
the Closing,  of the following  conditions or the written  waiver thereof by the
Purchaser;

                                    8.1.1.       The     representations     and
warranties  of the  Seller in this  Agreement  shall be true and  correct in all
material  respects  when  made and  shall be true and  correct  in all  material
respects on and as of the Closing Date and the  Purchaser  shall have received a
certificate  to that effect dated the Closing Date and executed by an authorized
officer of the Seller.

                                    8.1.2.       Each  of  the   agreements  and
covenants of the Seller to be performed  under this Agreement at or prior to the
Closing Date shall have been duly  performed  in all  material  respects and the
Purchaser  shall have  received a  certificate  to that effect dated the Closing
Date and executed by an authorized officer of the Seller.

                                    8.1.3.       No  injunction  or  restraining
order  shall  be  in  effect  to  forbid  or  enjoin  the  consummation  of  the
transactions  contemplated  by this  Agreement and no Federal,  state,  local or
foreign  statute,  rule or regulation  shall have been enacted which  prohibits,
restricts or delays the consummation hereof.

                                    8.1.4.       The Seller shall have delivered
the written consent of all parties necessary in order to duly transfer or assign
all of the Assets in form acceptable to the Purchaser.

                                    8.1.5.       The Seller shall have delivered
a Good and sufficient General Conveyance, Assignment and Bill of Sale conveying,
selling,  transferring  and  assigning to Purchaser  title to all of the Assets,
free and  clear of all  security  interests,  liens,  charges,  encumbrances  or
equities whatsoever.


                                       -5-

<PAGE>

                                    8.1.6.       The Seller shall have delivered
Assignments and Assumptions relating to the Assumed Obligations.

                                    8.1.7.       Resolutions  of  the  board  of
directors of Seller  authorizing the execution and delivery of this Agreement by
Seller  and the  performance  of its  obligations  hereunder,  certified  by the
Secretary of Seller.

                                    8.1.8.       The   Purchaser    shall   have
received such further certificates and documents as shall have been requested by
the Purchaser,  including such other separate instruments of sale, assignment or
transfer that Purchaser may reasonably deem necessary or appropriate in order to
perfect, confirm or evidence title to all or any part of the Assets.

                           8.2.     The   obligation  of  the  Seller  to  close
hereunder shall be subject to the fulfillment and  satisfaction,  prior to or at
the Closing,  of the following  conditions or the written  waiver thereof by the
Seller:

                                    8.2.1.       The     representations     and
warranties of the Purchaser in this  Agreement  shall be true and correct in all
material  respects  when  made and  shall be true and  correct  in all  material
respects  on and as of the  Closing  Date and the Seller  shall have  received a
certificate  to that effect dated the Closing Date and executed by an authorized
officer of the Purchaser.

                                    8.2.2.       Each  of  the   agreements  and
covenants of the Purchaser to be performed  under this  Agreement at or prior to
the Closing Date shall have been duly performed in all material respects and the
Seller shall have received a  certificate  to that effect dated the Closing Date
and executed by an authorized officer of the Purchaser.

                                    8.2.3.       No  injunction  or  restraining
order  shall  be  in  effect  to  forbid  or  enjoin  the  consummation  of  the
transactions  contemplated  by this  Agreement and no Federal,  state,  local or
foreign  statute,  rule or regulation  shall have been enacted which  prohibits,
restricts or delays the consummation hereof.

                                    8.2.4.       The Seller shall have  received
the Purchase Price in accordance with the provisions of Article 3 hereof.

                                    8.2.5.       Resolutions  of  the  board  of
directors of Purchaser  authorizing the execution and delivery of this Agreement
by Purchaser and the performance of its obligations hereunder,  certified by the
Secretary of Purchaser.


                                       -6-

<PAGE>
                                    8.2.6.       The   Purchaser    shall   have
received a written opinion or valuation from a nationally recognized independent
firm, in form satisfactory to the Seller, that the Purchase Price for the Assets
is equal to or less than the fair market value of the Assets.

                                    8.2.7.       The Seller shall have  received
such further  certificates and documents as shall have been reasonably requested
by the Seller.

                  9.       Further  Covenants and  Agreements of the  Purchaser.
The  Purchaser  hereby  covenants  and agrees  that the  Purchaser  shall pay or
otherwise  discharge all sales taxes and  compensating  use taxes arising out of
the sale of the Assets and shall furnish to the Seller  evidence of such payment
and all  correspondence  in  connection  therewith  with all  applicable  taxing
authorities.

                  10.      Indemnification.

                           10.1.    The  Purchaser  shall  defend  and  promptly
indemnify the Seller and save and hold the Seller  harmless from,  against,  for
and in  respect  of and  shall  pay any and all  damages,  losses,  obligations,
liabilities, claims, encumbrances,  deficiencies, costs and expenses, including,
without  limitation,  reasonable  attorneys  fees and other  costs and  expenses
incident to any action,  investigation,  claim or  proceeding  (all  hereinafter
collectively referred to as Losses ) suffered,  sustained,  incurred or required
to be paid by the Seller by reason of (i) the  Assumed  Obligations  or (ii) any
breach or failure of observance or performance of any representation,  warranty,
covenant,  agreement or commitment  made by the Purchaser  hereunder or relating
hereto or as a result of any such representation,  warranty, covenant, agreement
or commitment being untrue or incorrect in any respect.

                           10.2.    The  Seller   shall   defend  and   promptly
indemnify the Purchaser and save and hold the Purchaser harmless from,  against,
for  and in  respect  of and  pay any  and  all  damages,  losses,  obligations,
liabilities,  claims, encumbrances,  deficiencies, costs and expenses, including
without  limitation,  reasonable  attorneys  fees and other  costs and  expenses
incident  to  any  suit,  action,   investigation,   claim  or  proceeding  (all
hereinafter collectively referred to as Losses) suffered, sustained, incurred or
required to be paid by the  Purchaser  by reason of (i) any and all  obligations
and  liabilities of the Seller other than the Assumed  Obligations;  or (ii) any
breach or failure of observance or performance of any representation,  warranty,
covenant,  agreement  or  commitment  made by the Seller  hereunder  or relating
hereto or as a result of any such representation,  warranty, covenant, agreement
or commitment being untrue or incorrect in any respect.


                                       -7-

<PAGE>
                           10.3.    For  purposes  of this  Section,  the  party
entitled to  indemnification  shall be known as the Injured  Party and the party
required to indemnify  shall be known as the Other Party.  In the event that the
Other Party shall be obligated to the Injured Party  pursuant to this Section or
in the event that a suit, action,  investigation,  claim or proceeding is begun,
made or instituted as a result of which the Other Party may become  obligated to
the Injured Party hereunder,  the Injured Party shall give prompt written notice
to the Other Party of the  occurrence  of such event.  The Other Party agrees to
defend,   contest  or  otherwise   protect   against  any  such  suit,   action,
investigation,  claim or  proceeding  at the Other Party's own cost and expense.
The Injured Party shall have the right but not the  obligation to participate at
its own  expense in the  defense  thereof by counsel of its own  choice.  In the
event that the Other Party fails timely to defend,  contest or otherwise protect
against any such suit, action,  investigation,  claim or proceeding, the Injured
Party shall have the right to defend,  contest or otherwise  protect against the
same and may make any  compromise or  settlement  thereof and recover the entire
cost  thereof  from the Other Party  including  without  limitation,  reasonable
attorneys  fees,  disbursements  and all amounts  paid as a result of such suit,
action, investigation, claim or proceeding or compromise or settlement thereof.

                           10.4.    Expenses. The Purchaser and the Seller shall
each bear their own expenses in connection with this transaction.

                  11.      Brokers.  The Seller and the  Purchaser  covenant and
represent  to each other that they had no dealings  with any broker or finder in
connection with this Agreement or the  transactions  contemplated  hereby and no
broker, finder or other person is entitled to receive any brokers commissions or
finders fee or similar  compensation  in connection  with any such  transaction.
Each of the parties  agrees to defend,  indemnify  and hold  harmless  the other
from,  against,  for and in respect of any and all losses sustained by the other
as a result of any  liability or obligation to any broker or finder on the basis
of any  arrangement,  agreement  or acts made by or on behalf of such party with
any person or persons whatsoever.

                  12.      Miscellaneous.

                           12.1.    This   Agreement   constitutes   the  entire
agreement  of the  parties  with  respect  to the  subject  matter  hereof.  The
representations,   warranties,  covenants  and  agreements  set  forth  in  this
Agreement  and in any  financial  statements,  schedules  or exhibits  delivered
pursuant hereto constitute all the  representations,  warranties,  covenants and
agreements  of the  parties  hereto and upon which the  parties  have relied and
except as may be specifically provided herein, no change, modification,

                                       -8-

<PAGE>

amendment,  addition or  termination of this Agreement or any part thereof shall
be valid unless in writing and signed by or on behalf of the party to be charged
therewith.

                           12.2.    Any and all notices or other  communications
or  deliveries  required or permitted to be given or made pursuant to any of the
provisions of this Agreement shall be deemed to have been duly given or made for
all purposes if sent by certified or registered mail,  return receipt  requested
and postage prepaid, hand delivered or sent by telegraph or telex as follows:

                                 If to the Purchaser, at:

                                 LS Management, Inc.
                                 224 East Douglas
                                 Suite 700
                                 Wichita, Kansas 67206
                                 Attn: John D. White
                                       President

                                 If to the Seller, at:

                                 Coulter Enterprises, Inc.
                                 224 East Douglas
                                 Suite 700
                                 Wichita, Kansas 67206
                                 Attn: Jamie B. Coulter
                                       President

or at such other address as any party may specify by notice given to other party
in accordance with this Section.  The date of giving of any such notice shall be
the  date of hand  delivery,  the  date  following  the  posting  of the mail or
delivery to the telegraph company or when sent by telex.

                           12.3.    No waiver of the provisions  hereof shall be
effective  unless in writing  and  signed by the party to be  charged  with such
waiver.  No waiver shall be deemed a  continuing  waiver or waiver in respect of
any subsequent breach or default,  either of similar or different nature, unless
expressly so stated in writing.

                           12.4.    This    Agreement    shall   be    governed,
interpreted  and construed in accordance  with the laws of the State of Delaware
applicable to contracts to be performed  entirely within that State.  Should any
clause,  section or part of this  Agreement  be held or  declared  to be void or
illegal for any reason,  all other clauses,  sections or parts of this Agreement
which can be  effected  without  such  illegal  clause,  section  or part  shall
nevertheless continue in full force and effect.


                                       -9-

<PAGE>
                           12.5.    This  Agreement  shall be  binding  upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns or heirs and personal representatives;  provided, however, that no party
may assign any of its rights or delegate any of its duties under this  Agreement
without the prior written consent of the other parties hereto.

                           12.6.    The headings or captions  under  sections of
this  Agreement are for  convenience  and  reference  only and do not in any way
modify,  interpret  or  construe  the intent of the parties or effect any of the
provisions of this Agreement.

                           12.7.    This  Agreement  may be executed in multiple
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be signed on the date and year first above written.

                                            LS MANAGEMENT, INC.



                                            By: /s/ John D. White
                                               --------------------
                                               Name:  John D. White
                                               Title: President
ATTEST:


 /s/ Gerald T. Aaron
-----------------------------
Name:   Gerald T. Aaron
Title:  Secretary

[SEAL]

                                            COULTER ENTERPRISES, INC.



                                            By: /s/ Jamie B. Coulter
                                               --------------------
                                               Name:  Jamie B. Coulter
                                               Title: President
ATTEST:

/s/ Steven M. Johnson
-----------------------------
Name:   Steven M. Johnson
Title:  Secretary

[SEAL]

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