`                   STOCK PURCHASE AGREEMENT
                                                      
                                                     
                                                      


          THIS STOCK PURCHASE  AGREEMENT is  made as  of this  ____ day  of
          February, 1998, by, between and among  J. WALTER DUNCAN, JR.,  AS
          TRUSTEE OF  THE  J.  WALTER  DUNCAN,  JR.  REVOCABLE  TRUST  (_W.
          Duncan"), NICHOLAS V.  DUNCAN ("N. Duncan"),  JAMES B. KITE,  JR.
          (_J. Kite_), O. DEAN HIGGANBOTHAM (_Dean Higganbotham_) and  DALE
          HIGGANBOTHAM (_Dale  Higganbotham_)  (W. Duncan,  N.  Duncan,  J.
          Kite,  Dean  Higganbotham   and  Dale  Higganbotham   hereinafter
          referred to  collectively as  the _Sellers_  and individually  as
          _Seller_)  and  POMEROY  COMPUTER  RESOURCES,  INC.,  a  Delaware
          corporation (_Purchaser_).

                                W I T N E S S E T H :

          WHEREAS, Sellers own all of the issued and outstanding shares  of
          Global Combined  Technologies,  Inc.,  an  Oklahoma  corporation,
          which is a full-service provider of a variety of computer service
          and support  solutions  to  large  and  medium-sized  commercial,
          governmental and  other  professional  customers  throughout  the
          State of Oklahoma and the Dallas, Texas area, as follows: 

                         W. Duncan        -  14,901 shares
                         N. Duncan        -  14,099 shares
                         J. Kite          -    1,000 shares
                         Dean Higganbotham-  12,000 shares
                         Dale Higganbotham-    6,000 
                                                    
                                                    
                                                     shares

                         Total               -    48,000 shares

          WHEREAS, Sellers desire to sell and Purchaser desires to purchase
          all  the  Company  Shares  owned  by  Sellers,  and  Sellers  and
          Purchaser desire to engage in the other transactions provided for
          herein. 

          NOW, THEREFORE,  in  and  for the  consideration  of  the  mutual
          promises and undertakings  herein contained, and  subject to  the
          terms and conditions hereinafter set forth, the Parties agree  as
          follows:


                                      ARTICLE I

          1.                
                           
                            
                 Definitions.   As used  herein the  following terms  shall
                 have the following meanings, respectively:

          1.01                      
                                    
                                    
                 Accounts Receivable:   All notes  and accounts  receivable
                 held  by Company  or of  which Company  is the  beneficial
                 holder  and  all  notes,  bonds  and  other  evidences  of
                 indebtedness of  and rights to  receive payments from  any
                 Person held by Company. 

          1.02              
                           
                            
                 Acquisition:   The purchase and  sale of  all the  Company
<PAGE>





                 Shares upon the  terms and provisions, and subject to  the
                 conditions, set forth in this Agreement.

          1.03   Affiliate
                          
                         
                          :  Shall  have the meaning ascribed to such  term
                 in Rule 405 promulgated under the Securities Act of  1933,
                 as amended. 

          1.04                        
                                     
                                      
                 Affiliate Receivables:  Any account or note receivable  or
                 other payment obligation owing to Company by any  officer,
                 director, employee or Affiliate of Company. 

          1.05   Agreement
                          
                         
                          :  This Stock Purchase Agreement.

          1.06   Applicable  Law
                               
                               
                                .   All applicable  provisions of  all  (i)
                 constitutions, treaties,  statues, laws (including  common
                 law), rules,  regulations, ordinances, codes  or order  of
                 any  Governmental Authority  and (ii)  orders,  decisions,
                 injunctions,   judgments,  awards   and  decrees   of   or
                 agreements with any Governmental Authority. 

          1.07             
                           
                           
                 Book Value:   The shareholders'  equity of  Company as  of
                 the Closing Date as reported in Company's Closing  Balance
                 Sheet, determined in accordance with Section 3.02. 

          1.08   Book  Value Report
                                   
                                  
                                   :   Shall  have the  meaning defined  in
          Section 3.02. 

          1.09   Business
                         
                        
                         .  The  operations of Company involving  generally
                 the  sale   of  goods,  or   the  provision  of   services
                 (including repair  and maintenance services), relating  to
                 personal  computers, client  services, computer  networks,
                 communication equipment, other equipment related  thereto,
                 such  as  computer monitors,  peripherals  and  all  other
                 individual components,  operating systems and  application
                 software and  other software  (including software  created
                 for  use  on  the Internet)  created  for  use  in  tie-in
                 arrangements,  customer service  and  internal  management
                 systems  for sales,  delivery and  support and  any  other
                 business operations of Company. 

          1.10               
                            
                             
                 Business Day.  _Business Day_ shall mean a day other  than
                 a Saturday, Sunday or other day on which commercial  banks
                 in Cincinnati, Ohio  are authorized or required to  close.


          1.11   Closing
                        
                       
                        :   The  consummation  of the  Acquisition  on  the
                 Closing  Date   at  the  place   of  Closing   hereinafter
                 specified  in accordance  with  the terms  and  conditions
                 hereof.

          1.12                        
                                      
                                      
                 Closing Balance Sheet:    The balance sheet of Company  at
                 the date of the Closing.



                                        - 2 -
<PAGE>






          1.13               
                             
                             
                 Closing Date:   The date on  which the Closing shall  take
                 place, determined in accordance with Article XIII.

          1.14   Code
                     
                    
                     :  The Internal Revenue Code of 1986, as amended.

          1.15          
                       
                        
                 Company:  Global Combined Technologies, Inc., an  Oklahoma
          corporation. 

          1.16   Company  Personnel
                                   
                                   
                                   :     Shall  mean   current  or   former
                 employees, officers, directors or consultants of  Company.


          1.17                 
                               
                               
                 Company Shares:   All  the issued  and outstanding  common
                 shares, $1.00 par value, of Company.

          1.18            
                         
                          
                 Contracts.   Shall  have the  meaning defined  in  Section
          4.09(a).

          1.19   Consent
                        
                       
                        .   Any consent,  approval, authorization,  waiver,
                 permit, grant, franchise, concession, agreement,  license,
                 exemption   or  order   of,   registration,   certificate,
                 declaration or  filing with, or report  or notice to,  any
                 Person. 

          1.20   Court
                      
                     
                      :    A  Court  is  any  federal,  state,   municipal,
                 domestic, foreign  or any other  governmental tribunal  or
                 an arbitrator or person with similar power or authority.

          1.21                      
                                    
                                    
                 Disclosure Schedule:   The schedule dated  as of the  date
                 hereof, prepared pursuant  to Article IV, copies of  which
                 have been signed by Sellers and delivered to Purchaser. 

          1.22   EBIT
                     
                    
                     .  The earnings of Company before interest and  taxes,
                 and without incorporating any gains or losses realized  on
                 the  disposition of  assets  other than  in  the  ordinary
                 course  of  business  for  Company's  fiscal  year  ending
                 December 31,  1997.  Company's EBIT  for such period  will
                 be  determined  in   accordance  with  GAAP.    Sales   of
                 approximately $3,550,000  with a  cost net  of rebates  of
                 $3,270,000 were invoiced  in the year ending December  31,
                 1997,  but had  not yet  been shipped  as of  such date.  
                 Earnings  from such  sales shall  be  included in  EBIT.  
                 Sellers represent  that all selling expenses  attributable
                 to such sales have  been properly accrued for in the  year
                 ending December 31, 1997.

          1.23   Employee Benefit Plans
                                       
                                      
                                       :  Shall mean all pension,  annuity,
                 retirement, stock option, stock purchase, savings,  profit
                 sharing or deferred compensation plans or agreements,  any
                 retainer,  consultant, bonus,  group  insurance,  welfare,
                 health  and  disability  plan,  fringe  benefit  or  other



                                        - 3 -
<PAGE>





                 incentive  or benefit  contract,  plan, or  commitment  or
                 arrangement applicable to Company Personnel. 

          1.24   Employees
                          
                         
                          :  With respect to Company, shall mean all  full-
                 time and part-time employees of Company. 

          1.25                     
                                   
                 Employee Contracts:  All employment contracts,  consulting
                 agreements,  and   collective  bargaining  agreements   or
                 related agreements with  respect to Employees of  Company.


          1.26   Environmental  Laws
                                   
                                   
                                    :   Shall mean  all federal,  state  or
                 local   judgments,  decrees,   orders,   laws,   licenses,
                 ordinances,   rules    or   regulations   pertaining    to
                 environmental  matters,  including,  without   limitation,
                 those  arising   under  the   Resource  Conservation   and
                 Recovery  Act (42  U.S.C. S1801,  et
                                                    
                                                     
                                                    
                                                      seq
                                                         
                                                        
                                                         .)  (_RCRA_),  the
                 Comprehensive  Environmental  Response,  Compensation  and
                 Liability Act  of 1980, as amended,  (42 U.S.C. S9601,  et
                                                                          
                                                                          
                                                                          
                                                                          
                 seq
                    
                   
                    .)    (_CERCLA_),   the    Superfund   Amendment    and
                 Reauthorization Act  of 1986 (_SARA_),  the Federal  Clean
                 Water Act  (33 U.S.C. S1251,  
                                                
                                               
                                                
                                              et  seq
                                                    
                                                    
                                                     .), the Federal  Clean
                 Air Act (33  U.S.C. S7401,  
                                              
                                             
                                              
                                            et    
                                                 
                                                  
                                               seq.), the Toxic  Substances
                 Control  Act  (15  U.S.C.  S7401,   
                                                      
                                                     
                                                      
                                                    et  seq
                                                          
                                                          
                                                           .)  the  Federal
                 Insecticide,  Fungicide  and  Rodenticide  Act  (7  U.S.C.
                 S136,  
                         
                        
                         
                       et    
                            
                             
                          seq.) and the Occupational Safety and Health  Act
                 (29 U.S.C. S651, et
                                   
                                    
                                   
                                     seq
                                        
                                       
                                        .). 

          1.27                                      
                                                    
                                                    
                 Environmental Liabilities and Costs:  All Losses,  whether
                 direct  or   indirect,  known  or   unknown,  current   or
                 potential, past, present  or future, imposed by, under  or
                 pursuant   to  Environmental   Laws,  including,   without
                 limitation, all  Losses related to  Remedial Actions,  and
                 all fees, disbursements and expenses of counsel,  experts,
                 personnel  and consultants  based on,  arising out  of  or
                 otherwise in respect  of:  (i) the ownership or  operation
                 of the  Business, the Leased  Real Property  or any  other
                 real  properties,  assets,  equipment  or  facilities,  by
                 Company, or  any of its  predecessors or Affiliates;  (ii)
                 the environmental conditions existing on the Closing  Date
                 on, under,  above, or about  any Leased  Real Property  or
                 any   other   real  properties,   assets,   equipment   or
                 facilities  currently  or  previously  owned,  leased   or
                 operated  by Company,  or  any  of its    predecessors  or
                 Affiliates; and (iii) expenditures necessary to cause  any
                 Leased Real Property or  any aspect of the Business to  be
                 in   compliance  with   any   and  all   requirements   of
                 Environmental  Laws as  of  the Closing  Date,  including,
                 without  limitation,  all  Environmental  Permits   issued
                 under  or  pursuant   to  such  Environmental  Laws,   and
                 reasonably  necessary to  make full  economic use  of  any
                 Leased Real Property.



                                        - 4 -
<PAGE>






          1.28                         
                                      
                                       
                 Environmental  Permits:   Any  federal,  state  and  local
                 permit,    license,    registration,    consent,    order,
                 administrative  consent order,  certificate,  approval  or
                 other authorization with respect to Company necessary  for
                 the  conduct of  the Business  as currently  conducted  or
                 previously conducted under any Environmental Law. 

          1.29        
                     
                      
                 ERISA:   The Employee  Retirement Income  Security Act  of
                 1974, as amended.

          1.30   GAAP
                     
                    
                     :  Generally accepted accounting principles in  effect
                 in the United  States consistently applied throughout  the
                 periods involved.

          1.31   Governmental Approval
                                      
                                      
                                      :   Any Consent of, with or from  any
                 Governmental Authority.

          1.32                         
                                       
                                       
                 Governmental  Authority:   Any nation  or government,  any
                 state or other  political subdivision thereof, any  entity
                 exercising  executive, legislative,  judicial,  regulatory
                 or   administrative   functions  of   or   pertaining   to
                 government, including, without limitation, any  government
                 authority,  agency,   department,  board,  commission   or
                 instrumentality of  the United  States, any  State of  the
                 United States  or any political  subdivision thereof,  and
                 any tribunal  or arbitrator(s) of competent  jurisdiction,
                 and any self-regulatory organization.

          1.33   Hazardous Materials
                                    
                                    
                                    :   Shall mean any hazardous waste,  as
                 defined by  42 U.S.C. S6903(5),  any hazardous  substances
                 or  wastes  as   defined  by  42  U.S.C.  S9601(14),   any
                 pollutant  or   contaminant  as  defined   by  42   U.S.C.
                 S9601(33)  or  any toxic  substances  or  wastes,  oil  or
                 hazardous  material  or  other  chemicals  or   substances
                 regulated by any public or Governmental Authority. 

          1.34           
                        
                         
                 HSR  Act:   The Hart-Scott-Rodino  Antitrust  Improvements
                 Act  of 1976,  as amended  and the  rules and  regulations
                 thereunder. 

          1.35   Indemnity  Basket
                                  
                                 
                                  :   Shall  have the  meaning  defined  in
          Section 11.08. 

          1.36   Indemnifying Party
                                   
                                   
                                   :   Shall  have the  meaning defined  in
                 Section 11.06(a). 

          1.37                        
                                      
                                      
                 Intellectual  Property:   Any and  all United  States  and
                 foreign:   (a) patents  (including reexaminations,  design
                 patents,  industrial  designs  and  utility  models)   and
                 patent    applications    (including    docketed    patent
                 disclosures  awaiting  filing,  provisional  applications,



                                        - 5 -
<PAGE>





                 reissues, divisions, continuations,  continuations-in-part
                 and  extensions),   patent  disclosures  awaiting   filing
                 determination,  inventions and  improvements thereto;  (b)
                 trademarks,  service  marks,  trade  names,  trade  dress,
                 logos,   business   and  product   names,   slogans,   and
                 registrations and  applications for registration  thereof;
                 (c)  copyrights  (including  software)  and  registrations
                 thereof   including  Company's   name;   (d)   inventions,
                 processes,  designs, formulae,  trade  secrets,  know-how,
                 industrial    models,    confidential    and     technical
                 information,  manufacturing,  engineering  and   technical
                 drawings,   product   specifications   and    confidential
                 business   information;   (e)   mask   work   and    other
                 semiconductor chip  rights and registrations thereof;  (f)
                 intellectual  property  rights  similar  to  any  of   the
                 foregoing;  (g) copies  and tangible  embodiments  thereof
                 (in whatever form or medium, including electronic  media);
                 and (h) the Internet address and website of Company.

          1.38   Inventories
                            
                           
                            :   All inventories of  raw materials, work  in
                 process,  finished products,  goods, spare  parts,  office
                 and  other supplies,  including  any of  such  inventories
                 held  at any  location controlled  by  Company or  at  any
                 other location (pursuant to conditional sales  agreements,
                 consignment arrangements or in any bailment or  otherwise)
                 and any such items previously purchased and in transit  to
                 Company at any such locations. 

          1.39   Leased Real  Property
                                      
                                     
                                      :   Shall mean  all interests  leased
                 pursuant to the Leases.

          1.40   Leases
                       
                      
                       :  Shall  mean all real property leases,  subleases,
                 licenses  and  occupancy  agreements  pursuant  to   which
                 Company  is the  lessee, sublessee,  licensee or  occupant
                 which relate  to or  are being  used in  the Business  and
                 which are described on Disclosure Schedule 4.09. 

          1.41   Lien
                     
                    
                     :  With the exception of Permitted Liens, a  mortgage,
                 pledge, hypothecation,  right of  others, claim,  security
                 interest,   encumbrance,    lease,   sublease,    license,
                 occupancy agreement, adverse claim or interest,  easement,
                 covenant,  encroachment,   burden,  title  defect,   title
                 retention  agreement, voting  trust  agreement,  interest,
                 equity, option,  lien, right of  first refusal, charge  or
                 other   restrictions   or  limitations   of   any   nature
                 whatsoever, including,  without limitation, such that  may
                 arise under any Contracts. 

          1.42   Line of  Credit Indebtedness
                                             
                                            
                                             :   Includes any  indebtedness
                 incurred,  incurrable,  or  accrued  pursuant  to  any  of
                 Company's financing  arrangements, agreements, letters  of
                 credit  and  lines  of  credit  with  IBM  Credit   Corp.,



                                        - 6 -
<PAGE>





                 Deutsche Financial Services Corp., Compaq Computer  Corp.,
                 NationsBank,   N.A.  and   BankOne,  and   any  of   their
                 successors and  assigns, all  as set  forth on  Disclosure
                 Schedule 1.42.   Disclosure Schedule 1.42 shall set  forth
                 the principal  balance and  all accrued  interest of  such
                 items on the date hereof. 

          1.43   Losses
                       
                      
                       .    Any  and  all  losses,  liabilities,   damages,
                 obligations  and  expenses arising  as  a  result  of  the
                 designated  action or  inaction, and  all actions,  suits,
                 proceedings,  demands, assessments,  judgments, costs  and
                 expenses (including,  without limitation, attorney's  fees
                 and other expenses incurred in investigating or  defending
                 any  claim, action,  suit or  proceeding and  any and  all
                 amounts paid  in settlement thereof)  with respect to  the
                 designated action or inaction. 

          1.44   Notes
                      
                     
                      :     The  two-year  subordinated  promissory   notes
                 payable  to Sellers  as more  fully described  in  Section
                 2.03(b). 

          1.45                            
                                          
                 Other  Sellers  Documents:    The  agreements  and   other
                 documents  and  instruments described  in  Sections  6.01,
                 7.01 and 8.01. 

          1.46   Party or Parties
                                 
                                
                                 :  Purchaser or Sellers or any of them. 

          1.47   Party to Be Indemnified
                                        
                                       
                                        :  as defined in Section  11.06(a).


          1.48                  
                                
                                
                 Permitted Liens.   Shall mean and include any (i)  matters
                 described in  detail and  by item  in Disclosure  Schedule
                 1.48(i)  to   this  Agreement,  (ii)   liens  arising   by
                 operation  of  Applicable  Law  for  taxes,   assessments,
                 labor, materials,  and obligations  not yet  due or  which
                 are being contested  in good faith, which contested  items
                 are set forth  in detail in Disclosure Schedule  1.48(ii),
                 and   (iii)  all   contracts,   agreements,   instruments,
                 obligations, encumbrances,  defects and irregularities  of
                 title,   if   any,   affecting   Company   assets    which
                 individually  or  in  the  aggregate  do  not   materially
                 interfere with the  present or future operation, value  or
                 use  of Company  assets  or its  Business.     The  phrase
                 _Permitted Liens_ shall also include (a) liens imposed  by
                 mandatory provisions of  Applicable Law such as  carriers,
                 materialmens,  mechanics,  warehousemens,  landlords   and
                 other  like  liens  arising  in  the  ordinary  course  of
                 business, securing  obligations not yet  due or which  are
                 being contested in  good faith, which contested items  are
                 set forth in  Disclosure Schedule 1.48, (b) liens  arising
                 in  the  ordinary  course  of  business  from  pledges  or
                 deposits  to  secure  public  or  statutory   obligations,



                                        - 7 -
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                 deposits to  secure (or in lieu  of) surety, stay,  appeal
                 or customs  bonds and deposits  to secure  the payment  of
                 Taxes,  and (c)  good faith  deposits in  connection  with
                 bids, tenders, contracts or leases.

          1.49   Person
                       
                      
                       :      Any  natural   person,   firm,   partnership,
                 association,  corporation,   company,  limited   liability
                 company,  limited  partnership,  trust,  business   trust,
                 Governmental Authority or other entity. 

          1.50   Post  Closing Date
                                   
                                  
                                   :   Shall  have the  meaning defined  in
          Section 3.02. 

          1.51   Purchase  Price
                                
                                
                                :     The  total   consideration  paid   by
                 Purchaser to  Sellers for the  Company Shares as  provided
                 in Section 2.02.

          1.52   Pro  Forma EBIT
                                
                                
                                :    The EBIT  of  Company for  the  period
                 ending December 31,  1997, adjusted upward by  $170,000.00
                 as previously  agreed upon  by Sellers  and Purchaser  for
                 nonrecurring  costs plus  any  write offs  or  adjustments
                 made as  a result of the  audited financial statements  of
                 Company, subject  to review and approval  by Purchaser.   
                 Sales  of approximately  $3,550,000  with a  cost  net  of
                 rebates of  $3,270,000 were  invoiced in  the year  ending
                 December 31,  1997, but  had not  yet been  shipped as  of
                 such date.  Earnings from such sales shall be included  in
                 determining Pro  Forma EBIT.   Sellers represent that  all
                 selling  expenses attributable  to  such sales  have  been
                 properly  accrued for  in  the year  ending  December  31,
                 1997.

          1.53   Remedial Action
                                
                                
                                :   All actions required  to (i) clean  up,
                 remove,  treat  or in  any  way  remediate  any  Hazardous
                 Materials;   (ii)  prevent   the  release   of   Hazardous
                 Materials  so that  they do  not  migrate or  endanger  or
                 threaten  to endanger  public  health or  welfare  or  the
                 environment; or (iii) perform studies, investigations  and
                 care related to (i) and (ii) above.

          1.54               
                            
                             
                 Spare  Parts:    All  replacements,  components,  devices,
                 equipment  and  other  similar  items  owned  or  held  by
                 Company   for  use   in   connection  with   the   repair,
                 replacement, modification,  customization or  installation
                 of goods and products applicable to the Business. 

          1.55             
                          
                           
                 Subsidiary:  Each  corporation or other Person in which  a
                 Person owns or  controls, directly or indirectly,  capital
                 stock or other equity interests representing at least  50%
                 of the outstanding  voting stock or other equity  interest
                 or  conferring the  power  to  name the  majority  of  the
                 members to the board of directors or other governing  body



                                        - 8 -
<PAGE>





                 of the  corporation or  other Person  or otherwise  direct
                 the management or policies thereof. 

          1.56   Tax  or Taxes
                              
                             
                              :   Any  federal, state,  provincial,  local,
                 foreign or other  income, alternative, minimum, any  taxes
                 under Section  1374 of the Code,  any taxes under  Section
                 1375 of the  Code, accumulated earnings, personal  holding
                 company,  franchise, capital  stock, net  worth,  capital,
                 profits, windfall  profits, gross  receipts, value  added,
                 sales, use,  goods and services,  excise, customs  duties,
                 transfer,  conveyance,   mortgage,  registration,   stamp,
                 documentary,      recording,      premium,      severance,
                 environmental, including  taxes under Section  59A of  the
                 Code),  real  property,  personal  property,  ad  valorem,
                 intangibles,  rent,   occupancy,  license,   occupational,
                 employment,  unemployment   insurance,  social   security,
                 disability, workers'  compensation, payroll, health  care,
                 withholding,  estimated  or other  similar  tax,  duty  or
                 other governmental  charge or  assessment or  deficiencies
                 thereof (including all interest and penalties thereon  and
                 additions thereto whether disputed or not). 

          1.57   Tax Return
                           
                          
                           :  Any return, report, declaration, form,  claim
                 for refund or information return or statement relating  to
                 Taxes, including any  schedule or attachment thereto,  and
                 including any amendment thereof. 

          1.58   Vendor Receivables
                                   
                                   
                                   :   Any  amounts owing  to Company  from
                 vendors  of  goods  and  products  used  in  the  Business
                 resulting  from  discounts  for  prompt  payment,   volume
                 discounts, promotional programs or similar vendor  special
                 pricing and term arrangements. 

          1.59   Year-End Financials
                                    
                                   
                                    :  The audited financial statements  of
                 Company for the  twelve-month periods ending December  31,
                 1997, December  31, 1996, December  31, 1995 and  December
                 31, 1994. 
                                     ARTICLE II

           2.                                                 
                                                             
                                                              
                 Purchase of Company Shares and Purchase Price. 

          2.01                              
                                           
                                            
                 Purchase of  Company Shares.   Sellers agree  to sell  and
                 transfer the  Company Shares to  Purchaser, and  Purchaser
                 agrees to  purchase the  Company Shares  from Sellers,  on
                 the Closing Date. 

          2.02   Purchase  Price
                                
                               
                                .   The  Purchase  Price  for  the  Company
                 Shares shall  be Eleven Million Dollars  ($11,000,000.00),
                 adjusted as follows: 

                 (a)  To  the  extent  Company's  Pro  Forma  EBIT  exceeds
                      $1,875,627.00  (the  _Excess EBIT_),    the  Purchase



                                        - 9 -
<PAGE>





                      Price  shall be  increased  by the  product  of  such
                      Excess EBIT  multiplied by  a factor  of 3.   In  the
                      event  that Company's  Pro Forma  EBIT is  less  than
                      $1,775,627.00  (the _Deficient  EBIT_), the  Purchase
                      Price  shall  be decreased  by  the  product  of  the
                      Deficient EBIT multiplied by a factor of 3. 

                 (b)  To the extent that the Book Value as reported on  the
                      Closing Balance Sheet is in excess of  $2,280,000.00,
                      the Purchase  Price shall be  increased on a  dollar-
                      for-dollar basis  to the extent of  such excess.   To
                      the extent  that the Book  Value as  reported on  the
                      Closing  Balance Sheet  is less  than  $2,280,000.00,
                      the Purchase  Price shall be  decreased on a  dollar-
                      for-dollar basis to the extent of such deficit. 

          2.03                            
                                         
                                          
                 Payment of Purchase Price. 

                 (a)  Ten   Million   Dollars   ($10,000,000.00)   in   the
                      aggregate as may be adjusted in the manner set  forth
                      in Section 3.02  shall be payable at Closing in  cash
                      or by  bank or certified checks  or wire transfer  of
                      Purchaser which  amount shall be  prorated among  the
                      Sellers according to the following percentages: 

                               W. Duncan        -    31.04%
                               N. Duncan        -    29.38%
                               J. Kite          -      2.08%
                               Dean Higganbotham     -    25.00%
                               Dale Higganbotham     -    12.50%

                 (b)  One   Million   Dollars   ($1,000,000.00)   in    the
                      aggregate, as may  be adjusted upward or downward  as
                      set forth in Sections 3.01 and 3.02 shall be  payable
                      in  the form  of  the Notes  of  Purchaser,  attached
                      hereto as Exhibit  A (the _Notes_) which Notes  shall
                      be  prorated  among  the  Sellers  according  to  the
                      percentages  set forth  in  Section 2.03(a)  above.  
                      Such Notes shall  bear interest at the prime rate  of
                      Star Bank, N.A., Purchaser's lender.  Interest  under
                      said  Notes shall  be  payable quarterly  in  arrears
                      with  the  first  interest  payment  being  due   and
                      payable ninety (90) days from the Closing.   One-half
                      (1/2) of  the outstanding principal  balance of  said
                      Notes shall  be payable in full  on the first  annual
                      anniversary date  of the Closing  of the  transaction
                      and  the remaining  principal balance  of such  Notes
                      shall  be  payable  in  full  on  the  second  annual
                      anniversary of  the Closing  of the  transaction.   A
                      copy of  the Subordination Agreement  to be  executed
                      by all Sellers is attached hereto as Exhibit B. 




                                       - 10 -
<PAGE>




























































                                       - 11 -
<PAGE>





                                     ARTICLE III

           3.    Pre-Closing and Post-Closing Adjustments
                                                         
                                                        
                                                         .




















































                                       - 12 -
<PAGE>





          3.01   Upon the  issuance of  Company audited  December 31,  1997
                 financial  statements  by  Company's  accountant,   Arthur
                 Andersen,   Company   will   deliver   to   Purchaser    a
                 determination  of Company's  Pro  Forma EBIT  prepared  by
                 Company's   accountant    along   with   any    supporting
                 documentation reasonably  requested by Purchaser.   Within
                 ten days  following delivery to  Purchaser of such  report
                 and prior  to Closing, Purchaser shall  have the right  to
                 object  in  writing  to  the  results  contained  in  such
                 determination.    If  timely  objection  is  not  made  by
                 Purchaser of such determination, such determination  shall
                 become final and binding.  If timely objection is made  by
                 Purchaser to Sellers,  and Purchaser and Sellers are  able
                 to resolve  their differences in  writing within five  (5)
                 days  following  the expiration  of  the  Pro  Forma  EBIT
                 objection  period,  then such  determination  as  resolved
                 shall  become final  and binding  as  it relates  to  this
                 Agreement.   If timely objection is  made by Purchaser  to
                 Sellers, and Sellers and Purchasers are unable to  resolve
                 their  differences  in   writing  within  five  (5)   days
                 following the expiration  of the Pro Forma EBIT  objection
                 period, then all  disputed matters relating to the  report
                 shall be submitted  to and reviewed by an arbitrator  (the
                 _Arbitrator_)  which shall  be an  independent  accounting
                 firm selected by Sellers and Purchaser.  If Purchaser  and
                 Sellers are  unable to  agree promptly  on the  accounting
                 firm to  serve as the  Arbitrator, each  shall select,  by
                 not later  than the 7th  day following  expiration of  the
                 Pro Forma EBIT  objection period, a nationally  recognized
                 accounting firm, and  each selected accounting firm  shall
                 be   instructed  to   jointly  select   promptly   another
                 nationally   recognized  accounting   firm,   such   third
                 accounting  firm  shall serve  as  the  Arbitrator.    The
                 Arbitrator  shall  consider  only  the  disputed   matters
                 pertaining  to the  determination and  shall act  promptly
                 and  fairly to  resolve  all disputed  matters  and  their
                 decision with  respect to  all disputed  matters shall  be
                 final  and  binding  upon  Sellers  and  Purchaser.    The
                 expenses   of  the   arbitration   (including   reasonable
                 attorney  and accounting  fees)  shall be  borne  one-half
                 (1/2) by  Purchaser and one-half  (1/2) by  Sellers.   Any
                 net increase  in the  Purchase Price  resulting from  said
                 adjustments  shall be  made in  the  manner set  forth  in
                 Section 2.02(b) and  shall be reflected by increasing  the
                 face amount of the  Notes set forth in Section 2.03(b)  in
                 proportion  to  the  Sellers'  ownership  of  the  Company
                 Shares.   Any net  reduction in  the Purchase  Price as  a
                 result of  said adjustments shall  be made  in the  manner
                 set forth  in Section 2.02(a)  and shall  be reflected  by
                 decreasing  the face  amount of  the  Notes set  forth  in
                 Section 2.03(b)  in proportion to  the Sellers'  ownership
                 of the Company Shares and if the decrease is in excess  of



                                       - 13 -
<PAGE>





                 the face  amount of the Notes,  there shall be a  decrease
                 in the cash to be paid by Purchaser to Sellers at  Closing
                 as set forth in Section 2.03(a). 

          3.02   Within  thirty (30)  days  after the  Closing  (the  _Post
                 Closing Date_),  the Sellers will  deliver to Purchaser  a
                 copy of the Closing Balance Sheet prepared by the  Sellers
                 along   with  any   supporting  documentation   reasonably
                 requested  by Purchaser  reflecting Company's  calculation
                 of  Book Value  and the  determination of  any surplus  or
                 deficit in Book  Value in accordance with Section  2.02(b)
                 (the  _Book  Value Report_).    For  these  purposes,  the
                 calculation  of  Book  Value  will  include  soft   dollar
                 accruals, such as rebates, etc. due to Company, which  are
                 properly  accruable under  GAAP  and are  consistent  with
                 Company's prior treatment  of such items.  Within  fifteen
                 (15)  days following  delivery to  Purchaser of  the  Book
                 Value Report, Purchaser shall have the right to object  in
                 writing  to the  results contained   therein.   If  timely
                 objection  is not  made by  Purchaser  to the  Book  Value
                 Report,  the Book  Value  Report shall  become  final  and
                 binding  for  purposes  of  this  Agreement.    If  timely
                 objection is made  by Purchaser to the Book Value  Report,
                 and  Sellers  and Purchaser  are  able  to  resolve  their
                 differences in writing within five (5) days following  the
                 expiration of such fifteen (15) day period, then the  Book
                 Value Report  as resolved shall  become final and  binding
                 as it relates to  this Agreement.  If timely objection  is
                 made by  Purchaser to the Book  Value Report, and  Sellers
                 and Purchasers are unable to resolve their differences  in
                 writing  within such  period,  then all  disputed  matters
                 pertaining to the Book Value Report shall be submitted  to
                 and reviewed  by an  Arbitrator according  to the  process
                 and  procedure set  forth  in  Section 3.01  above.    The
                 expenses of  arbitration (including reasonable  attorney's
                 fees and  accounting fees) shall  be borne one-half  (1/2)
                 by  Purchaser and  one-half (1/2)  by  Sellers.   Any  net
                 increase  in  the  Purchase  Price  resulting  from   said
                 adjustment  shall be  made  in  the manner  set  forth  in
                 Section 2.02(b) and  shall be reflected by increasing  the
                 face amount of the  Notes set forth in Section 2.03(b)  in
                 proportion to Sellers'  ownership of the Company Shares.  
                 Any net  reduction in the  Purchase Price as  a result  of
                 said adjustment shall be  made in the manner set forth  in
                 Section 2.02(b) and  shall be reflected by decreasing  the
                 face amount of the  Notes set forth in Section 2.03(b)  in
                 proportion  to Sellers'  ownership of  the Company  Shares
                 and if  the decrease is  in excess of  the face amount  of
                 the Notes, such amount  equal to the excess shall be  paid
                 immediately  by  Sellers  to  Purchaser  by  certified  or
                 cashiers  check on  the date  of  the resolution  of  this
                 determination. 



                                       - 14 -
<PAGE>







                                    ARTICLE III A

          3A.    Matters Relating to Critical Technologies, L.L.C
                                                                 
                                                                
                                                                 .

          3A.01  Open Orders
                            
                           
                            .  Disclosure Schedule 3A.01 sets forth a  list
                 of  open orders  (not  invoiced and  unearned)  that  were
                 issued  to  Company   in  December,  1997,  but  will   be
                 fulfilled by  Critical Technologies, L.L.C.  (_Critical_).
                  Accordingly, the Parties acknowledge and agree that  when
                 such  orders are  invoiced and  payment is  received,  the
                 payment  will  be  paid over  by  Company  to  Critical.  
                 Sellers agree that  they will cause Critical to  reimburse
                 Company for costs  incurred by Company in connection  with
                 the orders described  herein, all in accordance with  past
                 practice. 

          3A.02                   
                                  
                                  
                 Certain Documents.   Disclosure Schedule 3A.02 sets  forth
                 a list of  certain accounts receivable carried on  Company
                 books  which  are   attributable  to  work  performed   by
                 Critical.  Accordingly,  the Parties agree that when  such
                 receivables are  paid, the payment  will be  paid over  by
                 Company to Critical.   Sellers agree to cause Critical  to
                 reimburse  Company  for  costs  incurred  by  Company   in
                 connection  with the  accounts  described herein,  all  in
                 accordance with past practice. 


                                     ARTICLE IV

           4.                              
                                           
                                           
                 Representations of  Sellers.  Except as  set forth in  the
                 Disclosure Schedule attached hereto, which identifies  the
                 specific sections to  which each such disclosure  relates,
                 Sellers,    jointly    and    severally    (except     for
                 representations  and  warranties  made  by  an  individual
                 Seller which  only relate  to that  specific Seller  (i.e.
                 such as ownership  of the Company Shares), which are  made
                 severally  only),  represent,  warrant  and  covenant   to
                 Purchaser  that the  following statements  are  materially
                 true as  of the date hereof  and shall be materially  true
                 and correct  as of the  Closing Date as  if made again  at
                 and as of that time: 

          4.01   Organization and  Good Standing
                                                
                                               
                                                .   Except as disclosed  in
                 Disclosure Schedule  4.01, Company is  a corporation  duly
                 organized,  validly existing  and in  good standing  under
                 the laws  of the State of  Oklahoma and has all  requisite
                 corporate power  and authority to  own, lease and  operate
                 its properties and to carry  on its business as it is  now
                 being  conducted, and  is  duly licensed,  authorized  and
                 qualified  to do  business and  in  good standing  in  the



                                       - 15 -
<PAGE>





                 States  of   Texas  and  California   and  in  all   other
                 jurisdictions in which the conduct of its business or  the
                 ownership or  leasing of its properties  require it to  be
                 so  licensed,   authorized  or  qualified.     Copies   of
                 Company's Articles  of Incorporation and  By-Laws and  any
                 amendments  thereto  (certified  to  be  correct  by   the
                 Secretary  of Company)  have been  delivered to  Purchaser
                 and  are complete  and correct  as of  the date  hereof.  
                 Disclosure Schedule 4.01 correctly lists, with respect  to
                 Company,  each  jurisdiction,  if  any,  in  which  it  is
                 qualified to do business as a foreign corporation.

          4.02   Capitalization
                               
                              
                               .  The  authorized capital stock of  Company
                 consists  solely  of  250,000  common  shares,  $1.00  par
                 value, of which 48,000 shares are issued and  outstanding.
                  Company  has no  treasury shares.   The  issued and  out-
                 standing  common  shares  of  Company  are  held  by   the
                 following persons in the following numbers:

                                         
                                        
                                         
                      Name of Shareholder       Number of Shares Held
                                                                    
                                                                    
                                                                    

                           W. Duncan            -    14,901 shares
                           N. Duncan                 -    14,099 shares
                           J. Kite              -      1,000 shares
                           Dean Higganbotham    -    12,000 shares
                           Dale Higganbotham         -      6,000 shares

                 Company has no  authorized or outstanding preferred  stock
                 or any  other class  of stock.   The  Company Shares  have
                 been  duly authorized  and validly  issued and  are  fully
                 paid  and nonassessable.   The  Company Shares  have  been
                 issued  in  compliance with  all  applicable  federal  and
                 state  securities  laws and  no  past  or  present  holder
                 thereof is entitled to any right of rescission in  respect
                 thereof  and no  documentary  taxes or  other  taxes  were
                 required with respect to the issuance or transfer of  such
                 Company  Shares.   There  are no  existing  subscriptions,
                 options warrants,  calls, rights, contracts,  commitments,
                 understandings, restrictions  or arrangements relating  to
                 the issuance,  sale or transfer  of any  capital stock  of
                 Company   or   any   securities   convertible   into    or
                 exchangeable for any such capital stock.

          4.03                  
                                
                                
                 Title to  Shares.  Sellers  own, respectively, the  number
                 of Company Shares  set forth opposite each of their  names
                 in Section 4.02 hereof, free and clear of all Liens.   The
                 transfer of  the Company Shares  to Purchaser will  convey
                 good and marketable title to the Company Shares, free  and
                 clear of all Liens.

          4.04   Subsidiaries
                             
                            
                             .  Company has no subsidiaries. 




                                       - 16 -
<PAGE>





          4.05            
                         
                          
                 Authority.    This  Agreement  is  a  valid  and   binding
                 obligation of each Seller, enforceable in accordance  with
                 its terms except as such enforceability may be limited  by
                 bankruptcy,  insolvency,  reorganization,  moratorium   or
                 similar  laws relating  to or  limiting creditors'  rights
                 generally, or  by the availability  of equitable  remedies
                 or  the  application of  general  equitable  principles.  
                 Except as set  forth in Disclosure Schedule 4.05,  neither
                 the  execution and  delivery  of this  Agreement  nor  the
                 consummation  of  the  transactions  contemplated   hereby
                 will:

                 (i)  violate,  or conflict  with, or  require any  Consent
                      under, or  result in a breach  of any provisions  of,
                      or  constitute a  default (or  an event  which,  with
                      notice or lapse  of time or both, would constitute  a
                      default) under, or  result in the termination of,  or
                      accelerate the performance required by, or result  in
                      the creation of  any Lien upon any of the  properties
                      or  assets  of  Company  under  any  of  the   terms,
                      conditions   or  provisions   of  the   Articles   of
                      Incorporation or  Bylaws of Company  or of any  note,
                      bond, mortgage,  indenture, deed  of trust,  license,
                      agreement or other instrument or obligation to  which
                      Company,  or any  Seller  is  a party,  or  by  which
                      Company or any  Seller or any of their properties  or
                      assets may be bound or affected; or

                 (ii) violate  any   order,  writ,  injunction  or   decree
                      applicable  to Sellers  or Company  or any  of  their
                      properties  or  assets   or,  to  the  knowledge   of
                      Sellers,  violate  any statute,  rule  or  regulation
                      applicable  to Sellers  or Company  or any  of  their
                      properties or assets; or

                 (iii)     constitute a default or event that, with  notice
                      or  lapse of  time,  or  both, would  be  a  default,
                      breach,   or  violation   of  any   lease,   license,
                      promissory   note,   conditional   sales    contract,
                      commitment,  indenture, mortgage,  deed of  trust  or
                      other agreement,  instrument or arrangement to  which
                      Company is a party or by which it is bound; or

                 (iv) constitute an  event that would  permit any party  to
                      terminate  any   agreement  or   to  accelerate   the
                      maturity of any  indebtedness or other obligation  of
                      Company; or

                 (v)  except for  compliance with the  HSR Act, no  Consent
                      by, notice to  or registration with any  Governmental
                      Authority  is required  on  the part  of  Sellers  or
                      Company prior  or subsequent to  the Closing Date  in



                                       - 17 -
<PAGE>





                      connection   with   the   execution,   delivery   and
                      performance  by  Sellers of  this  Agreement  or  the
                      consummation of any of the transactions  contemplated
                      hereby. 

          4.06   Closing Balance Sheet
                                      
                                      
                                      .   The Closing Balance Sheet,  which
                 shall  be attached  hereto as  Exhibit  "C" on  the  Post-
                 Closing   Date,  will   reflect   only  the   assets   and
                 liabilities of  Company as of  the Closing  Date and  will
                 not include any  assets or liabilities of any  corporation
                 or  entity  except  Company.   As  of  the  Closing  Date,
                 Company will not  have any liabilities (whether  absolute,
                 accrued, contingent  or otherwise  and whether  due or  to
                 become  due),   including  without  limitation,  any   tax
                 liabilities  of  the   nature  required  by  GAAP  to   be
                 reflected  or  reserved against  in  the  Closing  Balance
                 Sheet, which  are not  accurately and  fully reflected  or
                 reserved against in  the Closing Balance Sheet;  provided,
                 however,  that the  Closing  Balance Sheet  shall  not  be
                 accompanied by  notes and shall  not include normal  year-
                 end adjustments  (if any) other  than depreciation or  any
                 other  accrual  of the  nature  set  forth  on  Disclosure
                 Schedule 4.06, attached hereto, which are not material  in
                 the aggregate. 

          4.07   Year End Financials
                                    
                                   
                                    .

                 (a)  The  Year  End  Financials  have  been  provided   to
                      Purchaser,  are  in accordance  with  the  books  and
                      records  of  Company,  and  have  been  prepared   in
                      accordance  with GAAP  as  applied by  Company  on  a
                      consistent basis  throughout the  periods covered  by
                      such statements  and fairly  represent the  financial
                      condition of Company  as of the respective dates  and
                      the results of  operations of Company for the  period
                      then  ended.    Except as  stated  in  the  Year  End
                      Financials or  as otherwise set  forth in  Disclosure
                      Schedule  4.07(a),   there  have   been  no   unusual
                      accounting practices  engaged in which have  affected
                      the amount or trend of net income of Company, or  any
                      unusual  or  nonrecurring  transactions,  during  the
                      periods reflected in the Year End Financials.

                 (b)  Absence of Undisclosed Liability
                                                      
                                                     
                                                      .   Except as to  the
                      extent  specifically   reflected  in  the  Year   End
                      Financials  or  otherwise  set  forth  in  Disclosure
                      Schedule  4.07(b),  and except  for  trade  payables,
                      liabilities  and contractual  obligations arising  in
                      the ordinary  course of  business since  the date  of
                      Company's 1997 audited financial statements,  Company
                      does not  have any other  liabilities of any  nature,
                      whether  accrued,   absolute  or     contingent,   or



                                       - 18 -
<PAGE>





                      otherwise, and whether  due, or to become due of  the
                      nature required  by GAAP  to have  been reflected  or
                      reserved against in financial statements.

                 (c)                              
                                                 
                                                  
                      No Liabilities  as Guarantor.    Except as set  forth
                      in  Disclosure  Schedule  4.07(c),  Company  is   not
                      directly  or  indirectly  obligated  to  guaranty  or
                      assume  any debt,  dividend, or  other obligation  of
                      any  person, corporation,  association,  partnership,
                      or  other entity,  except  endorsements made  in  the
                      ordinary course  of business in  connection with  the
                      deposit of items for collection.

                 (d)  Absence of Material  Change
                                                
                                                
                                                 .  Except as set forth  in
                      Disclosure  Schedule  4.07(d)  or  as  otherwise  set
                      forth  in  this Agreement  or  the  Exhibits  hereto,
                      since December 31, 1997, there has not been:

                      (i)  any  change  in  the  condition  (financial   or
                           otherwise), properties, business, operations  or
                           prospects   of  Company   which  is   materially
                           adverse, singly or in the aggregate;

                      (ii) any material loss, damage or destruction in  the
                           nature of a casualty loss or otherwise,  whether
                           covered   by   insurance   or   not,   adversely
                           affecting any property or asset of Company;

                      (iii)    an actual or any threatened strike or  other
                           material labor trouble or material dispute;

                      (iv) any  loss   or  any  threatened   loss  of   any
                           governmental  permit,  license,   qualification,
                           special  charter  or  certificate  of  authority
                           held or enjoyed  or formerly held or enjoyed  by
                           Company which  loss has had  or upon  occurrence
                           would have a  material effect, singly or in  the
                           aggregate,  on   the  condition  (financial   or
                           otherwise), properties, business, operations  or
                           prospects of Company; 

                      (v)  to the  knowledge of the  Sellers, any  statute,
                           regulation, order,  ordinance or  other law  the
                           adoption,  amendment  or rescission    of  which
                           have  a  material  effect,  singly  or  in   the
                           aggregate,  on   the  condition  (financial   or
                           otherwise), properties, business, operations  or
                           prospects of Company;

                      (vi) any   indebtedness,  liability   or   obligation
                           (whether   absolute,  accrued,   contingent   or
                           otherwise)   incurred  by   Company,  or   other



                                       - 19 -
<PAGE>





                           transaction entered into by Company, other  than
                           in   the  ordinary   course  of   business   and
                           consistent with past practice, or any  guarantee
                           of  any indebtedness,  liability  or  obligation
                           made by Company;

                      (vii)    any declaration, setting aside or payment of
                           any dividend  or other distributions in  respect
                           of  any  capital stock  of  Company  other  than
                           distributions  that Company  in its  good  faith
                           determines should not decrease Book Value  below
                           $2,280,000.00;

                      (viii)   any   issuance,    sale,   combination    or
                           reclassification of any capital stock or   other
                           securities of Company;

                      (ix) any issuance or grant of any option, warrant  or
                           other right in  respect of any capital stock  or
                           other securities of Company;

                      (x)  any direct  or indirect redemption, purchase  or
                           other acquisition of any capital stock or  other
                           securities of Company;

                      (xi) any obligation,  liability, Lien or  encumbrance
                           paid, discharged  or satisfied by Company  other
                           than in the ordinary course of business;

                      (xii)    any  mortgage,  Lien,   pledge,  charge   or
                           encumbrance (except for liens for current  taxes
                           not yet due  and payable), created, incurred  or
                           assumed by  Company other than  in the  ordinary
                           course of business;

                      (xiii)   except in the  ordinary course of  business,
                           any sale, transfer  or other disposition of  any
                           tangible asset  of Company, any cancellation  of
                           any debt or claim of Company or any  disposition
                           of any  intangible properties, assets or  rights
                           of Company;

                      (xiv)    any  salary  or  wage  increase  granted  or
                           committed to  be made, other  than normal  merit
                           or   cost-of-living   increases   pursuant    to
                           Company's  general  prevailing  practices,  with
                           respect to  any officer,  director, employee  or
                           agent  of Company,  or any  bonus, incentive  or
                           deferred    compensation,    profit     sharing,
                           retirement,  pension,  group  insurance,   death
                           benefit or  other fringe benefit  plan or  trust
                           agreement  entered   into  or  amended  or   any



                                       - 20 -
<PAGE>





                           employment or consulting agreement entered  into
                           or amended or altered;

                      (xv) any   termination    (whether   by    discharge,
                           retirement   or  otherwise)   of  any   officer,
                           director, employee  or agent of  Company or  any
                           notice to so terminate given or received by  any
                           of the foregoing;

                      (xvi)    any loan made, increased or forgiven to  any
                           officer, director, employee or agent of  Company
                           or to any member of any of their families;

                      (xvii)   any   capital   expenditure,   addition   or
                           improvement  made or  committed  to be  made  by
                           Company in excess of $10,000.00 with respect  to
                           any single expenditure, addition or  improvement
                           or in excess  of $20,000.00 with respect to  all
                           such expenditures, additions and improvements;

                      (xviii)  any  failure  on  the  part  of  Company  to
                           operate its business  in the ordinary course  or
                           to  use  its   best  efforts  to  preserve   its
                           business  organization  intact,  to  retain  the
                           services of  its employees and  to preserve  its
                           goodwill  and   relationships  with   suppliers,
                           creditors    and    others    having    business
                           relationships with it;

                      (xix)    any  known   material  loss   of   business,
                           termination    or    discontinuance    of    any
                           relationship or dispute between Company and  any
                           customer or supplier;

                      (xx) any loss,  amendment, termination  or waiver  of
                           any material right of Company other than in  the
                           ordinary course of business;

                      (xxi)    any known write-off as uncollectible of  any
                           notes or  accounts receivable,  or any  portions
                           thereof, in  excess of  $10,000.00 with  respect
                           to any  single note or account  or in excess  of
                           $20,000.00 with respect to all such write-offs;

          4.08         
                      
                       
                 Assets.  Except  as provided in Disclosure Schedule  4.08,
                 Company  has good  and  marketable  title to  all  of  its
                 assets  and  properties,  real,  personal  or   otherwise,
                 including,   but  not   limited  to,   those  assets   and
                 properties  reflected  in  Company's  December  31,   1997
                 financial statements, except only for assets  subsequently
                 disposed of in  the ordinary course of business, free  and
                 clear of all  Liens, except (a) as specifically  reflected



                                       - 21 -
<PAGE>





                 thereon, (b) the  Line of Credit Indebtedness, or (c)  for
                 Permitted Liens.  To the  best knowledge  of Sellers,  all
                 Company's tangible  and other  operating assets,  property
                 and equipment are in good operating condition and  repair,
                 free  of structural  or  material mechanical  defects  and
                 conform  with  all  applicable  laws  and  regulations.   
                 Without  limiting   the  generality   of  the   foregoing,
                 specific representations  are set forth  in the  following
                 subparagraphs of this Section  4.08.

          4.08.1                    
                                    
                                    
                 Accounts Receivable.   All Accounts Receivable of  Company
                 which  have arisen  in  connection with  the  Business  or
                 otherwise and  which are reflected  on Company's  December
                 31, 1997  financial statements, and  all such  receivables
                 which  will  have arisen  since  December  31,  1997  have
                 arisen only  from bona fide  transactions in the  ordinary
                 course  of  business  and  represent  valid  and  existing
                 claims.    Except as  set  forth  on  Disclosure  Schedule
                 4.08.1, and  subject to customer  credits, the payment  of
                 each Account Receivable will not, as of the Closing  Date,
                 be  subject   to  any  known   defense,  counterclaim   or
                 condition  (other   than  Company's  performance  in   the
                 ordinary  course  of  business)  whatsoever.    Disclosure
                 Schedule  4.08.1 hereto  accurately lists,  as of  a  date
                 within five (5)  days of execution of this Agreement,  and
                 will  list, as  of a  date  within five  (5) days  of  the
                 Closing Date, all  receivables arising out of or  relating
                 to the  Business, the amount owing  and the aging of  such
                 Accounts Receivable.  Sellers have provided Purchaser  the
                 opportunity to review  complete and correct copies of  all
                 instruments,  documents  and  agreements  evidencing  such
                 Accounts Receivable and  of all instruments, documents  or
                 agreements, if any, creating security therefor. 

          4.08.2                   
                                   
                                   
                 Vendor  Receivables.   All Vendor  Receivables of  Company
                 which  have arisen  in  connection with  the  Business  or
                 otherwise and  which are reflected  on Company's  December
                 31,  1997  financial   statements  and  all  such   Vendor
                 Receivables  which have  arisen  since December  31,  1997
                 have  arisen  only from  bona  fide  transactions  in  the
                 ordinary  course  of business  and  represent  valid,  and
                 existing  claims.   Except  as  set  forth  in  Disclosure
                 Schedule  4.08.2, the  payment of  each Vendor  Receivable
                 will not, as of the Closing Date, be subject to any  known
                 defense,   counterclaim   or   condition   whatsoever.    
                 Disclosure Schedule 4.08.2 hereto accurately lists, as  of
                 a  date within  five (5)  days of  the execution  of  this
                 Agreement, and  will list, as  of a date  within five  (5)
                 days of the  Closing Date, all Vendor Receivables  arising
                 out of or relating  to the Business, the amount owing  and
                 the  aging  of such  Vendor  Receivables.    Sellers  have
                 provided Purchaser the opportunity to review complete  and



                                       - 22 -
<PAGE>





                 correct   copies  of   all  instruments,   documents   and
                 agreements evidencing such  Vendor Receivables and of  all
                 instruments, documents  and agreements,  if any,  creating
                 security therefor. 

          4.08.3 Inventory
                          
                         
                          .      Except  as   specifically   described   on
                 Disclosure Schedule  4.08.03, all  inventory reflected  on
                 the  December 31,  1997 financial  statements consists  of
                 items  of  quality  and  quantity  which  are  usable   or
                 saleable in the ordinary course of Business of Company  in
                 the conduct of  its Business, and items of below  standard
                 quality and items  not usable or saleable in the  ordinary
                 course  of Company's  business have  been written-down  in
                 value  in  accordance  with  good  business  practices  to
                 estimated  net   realizable  market   value  or   adequate
                 reserves  have been  provided  therefor.   The  values  at
                 which  the Inventories  are carried  on the  December  31,
                 1997  financial  statement reflect  the  normal  valuation
                 policy of  Company in setting  inventory at  the lower  of
                 cost  or  market,   all  in  accordance  with  GAAP.    In
                 addition, Sellers represent that the Inventory  set  forth
                 in Exhibit D  has a value of  $241,000.00 as set forth  in
                 said Exhibit and  if Sellers and Purchaser mutually  agree
                 that the  value of such Inventory  on the Closing Date  is
                 less than  $241,000.00, then the  Purchase Price shall  be
                 reduced  dollar for  dollar by  the  amount by  which  the
                 agreed value of  such Inventory is less than  $241,000.00.
                  In addition,  in consideration of  Sellers' agreement  to
                 pay for  the entire  Hart-Scott-Rodino Act  filing fee  in
                 the amount  of $45,000.00  pursuant to  the provisions  of
                 Article  14.03 of  this Agreement,  the value  of the  DEC
                 inventory set  forth on Exhibit E  and all other items  of
                 Company's  inventory   shall  be  accepted  by   Purchaser
                 without any further  adjustment hereunder.  Except as  set
                 forth on  Disclosure Schedule 4.08.3,  since December  31,
                 1997,  Inventories  have been  maintained  at  normal  and
                 adequate levels  for the continuation  of the Business  in
                 its normal  course.  Since  December 31,  1997, no  change
                 has  occurred   in  such   Inventories  which   materially
                 adversely affect or  will materially adversely affect  the
                 useability or salability thereof, no material  write-downs
                 or  write-ups  of  the  value  of  such  Inventories   has
                 occurred  and no  additional  amounts have  been  reserved
                 with  respect to  such Inventories.   Disclosure  Schedule
                 4.08.3  lists the  location  of all  Inventories  together
                 with a  brief description of the  type and amount at  each
                 location. 

          4.08.4              
                             
                              
                 Real Property.  Company owns no real property. 

          4.08.5                  
                                 
                                  
                 Dealer Agreements.  A list of Company's dealer  agreements
                 is set forth in Disclosure Schedule 4,08. 



                                       - 23 -
<PAGE>






          4.08.6                      
                                     
                                      
                 Intellectual Property. 

                 (a)  Title
                           
                          
                           .    Disclosure Schedule  4.08.6(a)  contains  a
                      complete and correct list and a brief description  of
                      all  Intellectual   Property  described  in   Section
                      1.37(a),  1.37(b)  and  1.37(c)  that  is  owned   by
                      Company and primarily  related to, used in, held  for
                      use in connection with, or necessary for the  conduct
                      of,  or  otherwise  material  to  the  Business  (the
                      _Owned Intellectual Property_).  Company owns or  has
                      the  exclusive  right to  use  pursuant  to  license,
                      sublicense,  agreement  or  permission  all  of   its
                      Intellectual  Property, free  from any  Liens  (other
                      than Permitted Lines).   No Affiliate of Seller  owns
                      or  has  any  interest in  or  with  respect  to  any
                      Company    Intellectual    Property    and    Company
                      Intellectual   Property   comprises   all   of    the
                      Intellectual  Property   necessary  for  Company   to
                      conduct  and  operate  the  Business  following   the
                      Closing as now being conducted by Company.

                 (b)                 
                                     
                                     
                      No Infringement.   To the  knowledge of Sellers,  the
                      conduct  of  the   Business  does  not  infringe   or
                      otherwise conflict with  any rights of any Person  in
                      respect  of  any  Intellectual  Property.    To   the
                      knowledge of  Sellers, none  of Company  Intellectual
                      Property  is being  infringed  or otherwise  used  or
                      available for use, by any other Person. 

                 (c)                          
                                              
                      Licensing   Arrangements.      Disclosure    Schedule
                      4.08.6(c) sets forth all agreements, arrangements  or
                      laws  (i) pursuant  to which  Company has  leased  or
                      licensed  Intellectual   Property,  or  the  use   of
                      Intellectual   Property   as   otherwise    permitted
                      (through   non-assertion,   settlement   or   similar
                      agreements  or otherwise)  to, any  other Person  and
                      (ii) pursuant to  which Company has had  Intellectual
                      Property  licensed  to  it,  or  has  otherwise  been
                      permitted to use Intellectual Property (through  non-
                      assertion,  settlement   or  similar  agreements   or
                      otherwise),  excluding software  licensed by  Company
                      for  internal   purposes,  together   with  a   brief
                      description  of  the  Intellectual  Property  covered
                      thereby.  All  of the agreements or arrangements  set
                      forth in  Disclosure Schedule 4.08.6(c),  (x) are  in
                      full force and effect in accordance with their  terms
                      and no  default exists thereunder  by Company, or  to
                      the knowledge  of Sellers, or  other parties  thereto
                      (y)  are free  and  clear  of all  Liens  other  than
                      Permitted  Liens, and  (z)  except as  set  forth  on
                      Disclosure  Schedule 4.08.6(e),  do not  contain  any



                                       - 24 -
<PAGE>





                      change in control  or other terms or conditions  that
                      will become  applicable or inapplicable  as a  result
                      of the consummation of the transactions  contemplated
                      by  this  Agreement.    Sellers  have  delivered   to
                      Purchaser true  and complete copies  of all  licenses
                      and arrangements (including amendments) set forth  on
                      Disclosure Schedule 4.08.6(c).

                 (d)                                       
                                                          
                                                           
                      No  Intellectual Property  Litigation.   To  Sellers'
                      knowledge, no claim or demand of any Person has  been
                      made nor is there any proceeding that is pending,  or
                      to  the  knowledge of  Sellers,  threatened,  nor  is
                      there  to  Sellers'  knowledge,  a  reasonable  basis
                      therefor, which (i) challenges the rights of  Company
                      in respect of any of the Intellectual Property,  (ii)
                      asserts that  Company is infringing  or otherwise  in
                      conflict  with,  or  is,  except  as  set  forth   in
                      Disclosure Schedule  4.08.6(d), required  to pay  any
                      royalty,  license fee,  charge or  other amount  with
                      regard  to,  any  Intellectual  Property,  or   (iii)
                      claims that  any default exists  under any  agreement
                      or  arrangement  regarding  Intellectual  Property.  
                      None of  Company's Intellectual  Property is  subject
                      to any  outstanding order,  ruling, decree,  judgment
                      or stipulation by  or with any court, arbitrator,  or
                      administrative  agency, or  has been  the subject  of
                      any litigation  within the last  five years,  whether
                      or not resolved in favor of Company.

                 (e)  Due Registration, etc.
                                            
                                            
                                               Company has no  Intellectual
                      Property that has been registered with, filed  and/or
                      issued  by, as  the case  may be,  the United  States
                      Patent and Trademark Office, United States  Copyright
                      Office  or such  other  filing offices,  domestic  or
                      foreign.

                 (f)                          
                                             
                                              
                      Use  of  Name and  Mark.    Except as  set  forth  in
                      Disclosure   Schedule   4.08.6(f),   there   are   no
                      restrictions or  limitations pursuant  to any  order,
                      decisions,   injunctions,   judgements,   awards   or
                      decrees of any Governmental Authority on  Purchaser's
                      right  to  use  the names  and  marks  set  forth  on
                      Disclosure Schedule 4.08.6(a)  in the conduct of  the
                      Business as presently carried on by Company. 

          4.08.7               
                              
                               
                 Motor Vehicles.   Disclosure Schedule 4.08.7 sets forth  a
                 complete list of all motor vehicles owned by Company.








                                       - 25 -
<PAGE>





          4.09            
                         
                          
                 Contracts.

                 (a)  Disclosure  Schedule  4.09 contains  a  complete  and
                      correct   list   of   all   agreements,    contracts,
                      commitments  and other  instruments and  arrangements
                      (whether  written or  oral)  of the  types  described
                      below (x) by which Company or under which Company  or
                      any of its  assets, businesses or operations  receive
                      benefits, or  (y) to which Company  is a party or  by
                      which  Company  is  bound  in  connection  with   the
                      Business (the _Contracts_).  

                      (i)  leases,    licenses,    permits,     franchises,
                           insurance policies,  Governmental Approvals  and
                           other contracts  concerning or  relating to  the
                           Leased Real  Property in  Sellers' or  Company's
                           possession;

                      (ii) employment,   bonuses,   vacations,    pensions,
                           profit  sharing,   retirement,  stock   options,
                           stock  purchases, employee  discounts  or  other
                           employee    benefits,    consulting,     agency,
                           collective   bargaining    or   other    similar
                           contracts,  agreements,  and  other  instruments
                           and arrangements relating to or for the  benefit
                           of   current,  future   or   former   employees,
                           officers,   directors,  sales   representatives,
                           distributors,   dealers,   agents,   independent
                           contractors   or  consultants   which   involves
                           aggregate annual payments in excess of  $50,000;


                      (iii)    loan  agreements,  indentures,  letters   of
                           credit, mortgages,  security agreements,  pledge
                           agreements,  deeds   of  trust,  bonds,   notes,
                           guarantees,    and    other    agreements    and
                           instruments relating  to the borrowing of  money
                           or obtaining of or extension of credit;

                      (iv) brokerage or finder's agreements;

                      (v)  joint   venture,    partnership   and    similar
                           contracts  involving  a sharing  of  profits  or
                           expenses, including,  but not limited to,  joint
                           research  and development  and  joint  marketing
                           contracts;

                      (vi) asset purchase agreements and other  acquisition
                           or  divestiture agreements,  including, but  not
                           limited  to,  any  agreements  relating  to  the
                           sale, lease or  disposal of any assets owned  by
                           Company (other  than sales of  Inventory in  the



                                       - 26 -
<PAGE>





                           ordinary  course   of  business)  or   involving
                           continuing indemnity or other obligations;

                      (vii)    orders and other contracts for the  purchase
                           or  sale of  Inventories,  materials,  supplies,
                           products or  services open  or as  to which  any
                           liability exists as of the date hereof, each  of
                           which involves  aggregate payments in excess  of
                           $50,000;

                      (viii)   contracts  with   respect   to   which   the
                           aggregate amount that could reasonably  expected
                           to be paid or received thereunder in the  future
                           exceeds $50,000;

                      (ix) sales  agency,  manufacturer's   representative,
                           marketing or distributorship agreements;

                      (x)  contracts,  agreements   or  arrangements   with
                           respect to  the representation  of the  Business
                           in foreign countries;

                      (xi) master  lease   agreements  providing  for   the
                           leasing   of  either   (a)   personal   property
                           primarily used in, or held for use primarily  in
                           connection  with,  the Business  and  (b)  other
                           personal property;

                      (xii)    contracts, agreements  or  commitments  with
                           any  director, officer,  employee, or  Affiliate
                           of Company  or any of the  Sellers, or with  any
                           holder of  more than  five percent  (5%) of  any
                           class of  capital stock  of Company  outstanding
                           other than employment contracts; and

                      (xiii)   any   other    contracts,   agreements    or
                           commitments that  are material to the  Business.


                 (b)  Sellers  have  delivered to  Purchaser  complete  and
                      correct  copies of  all written  Contracts,  together
                      with   all    amendments   thereto,   and    accurate
                      descriptions  of  all  material  terms  of  all  oral
                      Contracts, set forth  or required to be set forth  in
                      Disclosure Schedule 4.09.

                 (c)  Company  has  not received  notice  of  any  plan  or
                      intention of  any party to  any Contract to  exercise
                      any right  to cancel or terminate  any Contract.   To
                      the best knowledge  of Sellers, there does not  exist
                      under any Contract  any event of default or event  or
                      condition  that, after  notice or  lapse of  time  or



                                       - 27 -
<PAGE>





                      both, would constitute  a violation, breach or  event
                      of default thereunder  on the part of Company or,  to
                      the  best  knowledge  of  Sellers,  any  other  party
                      thereto, except as  set forth in Disclosure  Schedule
                      4.09 and except  for such events or conditions  that,
                      individually and  in the aggregate,  (i) has not  had
                      or resulted  in, and  will not  have or  result in  a
                      material effect  on Company or  its assets, and  (ii)
                      has not  and will not  materially impair the  ability
                      of  Company to  perform  its obligations  under  this
                      Agreement  and under  the Other  Sellers Documents.  
                      Except as set  forth in Disclosure Schedule 4.09,  no
                      consent  of any  third party  is required  under  any
                      Contract as  a result of or  in connection with,  and
                      the  enforceability  of  any  Contract  will  not  be
                      affected  in any  manner by  the execution,  delivery
                      and  performance of  this  Agreement or  any  of  the
                      Other Sellers  Documents or the  consummation of  the
                      transactions contemplated thereby. 

                 (d)  Company  has   no  outstanding   power  of   attorney
                      relating to the Business.

          4.10   Labor Disagreements
                                    
                                   
                                    .  In connection with the operation  of
                 the Business of  Company or any other business  previously
                 operated by  Company, (i) Company  is not  engaged in  any
                 unfair labor practice; (ii) Company has not been  notified
                 of any unfair  labor practice charge or complaint  against
                 Company pending and, to the knowledge of Sellers, no  such
                 charge  or complaint  is  threatened before  the  National
                 Labor Relations Board, any state labor relations board  or
                 any  court or  tribunal;  (iii)  except as  set  forth  on
                 Disclosure Schedule  4.10, Company has  not been  notified
                 of  any  charge  or claim  filed  at  or  with  the  Equal
                 Employment  Opportunity   Commission,  any  state   agency
                 having  similar jurisdiction  or  any court  or  tribunal,
                 actually  pending and,  to the  knowledge of  Sellers,  no
                 such  charge or  claim is  threatened against  Company  in
                 connection with the operation of the Business of  Company;
                 (iv)  there  is no  labor  strike,  dispute,  request  for
                 representation,  slowdown  or  stoppage  actually  pending
                 against  or affecting  Company and,  to the  knowledge  of
                 Sellers, none is  or has been threatened; (v) Company  has
                 not  been notified  of any  grievance which  might have  a
                 material effect  on  the conduct of the operations of  the
                 Business of Company;  (vi) Company has no labor  contracts
                 or collective  bargaining agreements with  respect to  any
                 Company Personnel;  (vii) no labor  organization or  group
                 of employees of Company has made a demand for  recognition
                 or certification,  and, to the  Sellers' knowledge,  there
                 are  no  representation or  certification  proceedings  or
                 petitions  seeking a  representation proceeding  presently



                                       - 28 -
<PAGE>





                 pending or  threatened in writing to  be brought or  filed
                 with  the National  Labor  Relations Board  or  any  other
                 labor relations tribunal or authority, and (viii)  Company
                 has  not  been  notified  of  any  organizing   activities
                 involving Company pending  with any labor organization  or
                 group of employees of Company.

          4.11   Employee Benefit Information
                                             
                                            
                                             .  

                 (i)  Except as set  forth on Disclosure Schedule  4.11(i),
                      Company  does  not  maintain,  is  not  required   to
                      contribute to and has no liabilities with respect  to
                      any Employee Benefit  Plans and no Company  Personnel
                      or dependent  of such Company  Personnel is  entitled
                      to  any  benefits  except  as  provided  for  by  the
                      provisions  of  such Employee  Benefit  Plans  or  by
                      applicable law. 

                 (ii) Sellers have  provided Purchaser with  (a) copies  of
                      all  Employee Benefit  Plans or  in the  case of  any
                      unwritten plan,  a written  description thereof,  (b)
                      copies of any annual, financial or actuarial  reports
                      and  Internal Revenue  Service determination  letters
                      relating  to  such Employee  Benefit  Plans  and  (c)
                      copies of the  most recent summary plan  descriptions
                      (whether  or  not  required  to  be  furnished  under
                      ERISA)  and  all  material  employee   communications
                      relating   to  such   Employee  Benefit   Plans   and
                      distributed to Company Personnel.

                 (iii)     Except  as  set  forth  on  Disclosure  Schedule
                      4.11(iii), the events contemplated by this  Agreement
                      (either alone or together with any other event)  will
                      not (a)  entitle any Company  Personnel to  severance
                      pay,  unemployment  compensation,  or  other  similar
                      payments under any Employee Benefit Plan or law,  (b)
                      accelerate  the  time   of  payment  or  vesting   or
                      increase  the  amount  of  benefits  due  under   any
                      Employee Benefit Plan or compensation to any  Company
                      Personnel,  (c)  result in  any  payments  (including
                      parachute payments)  under any Employee Benefit  Plan
                      or law,  becoming due  to any  Company Personnel,  or
                      (d)  terminate or  modify or  give  a third  party  a
                      right to terminate or modify the provisions or  terms
                      of any Employee Benefit Plan. 

                 (iv) The  Global  Combined  Technologies,  Inc.   Employee
                      Savings Plan (the  _401(k) Plan_) is qualified  under
                      Sections  401(a)  and 401(k)  of  the  Code  and  the
                      related  trust  is  exempt  from  Tax  under  Section
                      501(a)  of  the   Code  and  Company  has  no   other
                      employees'  savings  plans  qualified  under  Section



                                       - 29 -
<PAGE>





                      401(a)  or  any  other Section  of  the  Code.    The
                      Internal  Revenue  Service  has  issued  an   opinion
                      letter that  the prototype plan  to which the  401(k)
                      Plan  relates  is   so  qualified  and  nothing,   to
                      Seller's knowledge,  has occurred since  the date  of
                      such  letter to  cause the  letter  to be  no  longer
                      valid or effective assuming the plan is amended on  a
                      timely basis to  comply with changes to the Code,  or
                      other  legislative,   regulatory  or   administrative
                      requirements  subject   to  the  remedial   amendment
                      period  applicable to  such Act.   All  contributions
                      due with respect  to the periods ending on or  before
                      the Closing Date to the 401(k) Plan have been  timely
                      made, and  a pro  rata portion  of the  contributions
                      (including matching contributions) for the plan  year
                      in  which the  Closing Date  occurs shall  have  been
                      made on or prior  to the Closing Date for the  period
                      ending  on the  Closing Date.   The  Global  Combined
                      Technologies,  Inc. Cafeteria  Plan  (the  _Cafeteria
                      Plan_)  satisfies all  the applicable  provisions  of
                      Section 125 of the Code. 

                 (v)  Neither Company nor any entity that is or was at  any
                      time treated as a single employer with Company  under
                      Section 414(b),  (c), (m) or (o)  of the Code has  at
                      any  time  (a) maintained,  contributed  to  or  been
                      required to contribute  to any plan under which  more
                      than  one employer  makes contributions  (within  the
                      meaning  of Section  4064(a) of  ERISA) or  any  plan
                      that is a  multi-employer plan as defined in  Section
                      3(37) of ERISA, (b) incurred or expects to incur  any
                      liability   to    the   Pension   Benefit    Guaranty
                      Corporation  or otherwise  under  Title IV  or  ERISA
                      (other than  the payment  of premiums  none of  which
                      are  overdue) or  (c) incurred  or expects  to  incur
                      liability in connection with an _accumulated  funding
                      deficiency_ within the meaning of Section 412 of  the
                      Code whether or not waived.

                 (vi) Company has,  in the conduct  of the  affairs of  the
                      Business  of   Company,  complied  in  all   material
                      respects  with   all  applicable   laws,  rules   and
                      regulations  relating  to the  employment  of  labor,
                      including those relating  to wages, hours, terms  and
                      conditions of  employment, collective bargaining  and
                      the payment of social security and similar Taxes.

                 (vii)     Company has  not and prior  to the Closing  Date
                      will not  have suffered  a _plant  closing_ or  _mass
                      layoff_ within the  meaning of the Worker  Adjustment
                      and Retraining Notification Act (_WARN_). 




                                       - 30 -
<PAGE>





                 (viii)    Company has  complied in  all material  respects
                      with the  Consolidated Omnibus Budget  Reconciliation
                      Act of 1984. 

          4.12   Burdensome Obligations
                                       
                                       
                                       .   Except for agreements  described
                 in the Disclosure  Statement Exhibit 4.12, Company is  not
                 a party to  any so-called requirements or similar type  of
                 contract limiting its freedom or latitude in the  purchase
                 of its  inventory, equipment or other  items.  Company  is
                 not  subject  to  or  bound  by  any  contract  or   other
                 obligation whatsoever  which materially adversely  affects
                 its   business,  properties   or  prospects,   except   as
                 expressly disclosed in this Agreement. 

          4.13   Lawful Operations
                                  
                                  
                                  .   To  the best  of Sellers'  knowledge,
                 the businesses  conducted and properties  owned or  leased
                 by  Company  conform with  all  Applicable  Laws  and  all
                 permits and licenses, if any, that are required to  enable
                 Company to operate its Business have been obtained. 

          4.14                             
                                          
                                           
                 Legal Proceedings;  Claims.  Except  as set  forth in  the
                 Disclosure Schedule  4.14, there are  no decrees or  order
                 of  any  regulatory  agency,  court  or  public  authority
                 materially adversely affecting the operations of  Company,
                 and Company  is not  a party  to any  litigation or  other
                 judicial  or administrative  proceedings.   Except as  set
                 forth in Disclosure Schedule 4.14, to Sellers'  knowledge,
                 neither  Company  nor  any  Seller  is  a  party  to   any
                 litigation  or  other judicial,  administrative  or  other
                 proceeding pending  or known by  Sellers to be  threatened
                 which  would  affect  Company's  or  Sellers'  ability  to
                 perform  this  Agreement  or  would  materially  adversely
                 affect the assets or  operations of  Company; and, to  the
                 best  of  Sellers'  knowledge  there  are  no  claims   in
                 existence  or threatened  against Company  or any  of  its
                 properties which may  result in litigation.  There are  no
                 known existing violations of any Federal, State, local  or
                 foreign laws or regulations which might materially  affect
                 the properties,  assets, business, financial condition  or
                 corporate  status  of  Company;  and  Company  is  not  in
                 default with respect to  any order or decree of any  court
                 or administrative regulatory agency.

          4.15   Taxes
                      
                     
                      .  

                 A.   Company has: 

                      (i)  Except  as  set  forth  in  Disclosure  Schedule
                           4.16,  prepared in  accordance  with  reasonable
                           interpretations  of  all  Applicable  Laws,  and
                           timely  filed all  Tax  Returns required  to  be
                           filed or sent  by it with respect to any  Taxes;



                                       - 31 -
<PAGE>





                           copies of all  Company federal and state  income
                           Tax  Returns   since  the   date  of   Company's
                           organization have been provided to Purchaser;

                      (ii) timely paid all Taxes that are shown as due  and
                           payable on said Tax Returns;

                      (iii)    established  on   its  books   and   records
                           reserves that  are adequate for  the payment  of
                           all Taxes not yet due and payable;

                      (iv) materially  complied with  all Applicable  Laws,
                           rules and  regulations relating  to the  payment
                           and  withholding of  Taxes and  have timely  and
                           properly withheld  from employee wages and  paid
                           over to the proper Governmental Authorities  all
                           amounts  required to  be  so withheld  and  paid
                           over under  all Applicable Laws.   There are  no
                           liens  for  Taxes upon  the  assets  of  Company
                           except  for  Liens  for  Taxes  not  yet  due.  
                           Company  is  not   a  party  to  any   agreement
                           providing   for  the   allocation,  sharing   or
                           indemnification of Taxes.

                      To  Sellers'  knowledge,  Company  is  not  currently
                      under  audit by  any Governmental  Authority for  any
                      Taxes   and  has   not   extended  the   statute   of
                      limitations relating  to the filing  of a Tax  Return
                      or the payment of any Taxes. 

                 B.   Sellers represent that:

                      (i)  Company made a  Subchapter S election under  the
                           Code  to  be treated  as  an  S  corporation  on
                           January 1, 1997;

                      (ii) there  has  been  no  consent  filed  with   the
                           Internal Revenue  Service under  Section  341(f)
                           of the Code; and

                      (iii)    Each Seller shall be responsible for his  or
                           its  federal,  state  and  local  income   taxes
                           relating  to   or  arising  from   his  or   its
                           ownership  of Company  Shares,  (including,  but
                           not limited  to, all  items of  income and  gain
                           passing  through  the  Company  to  the   Seller
                           pursuant  to applicable  Sections of  the  Code)
                           relating to  the Company being  treated as an  S
                           corporation. 

                      (iv) Company will cease  to be an S corporation  upon
                           the Closing  pursuant to  Section 1362(d)(2)  of



                                       - 32 -
<PAGE>





                           the Code, and  Section 1362(e)(3) of Code  shall
                           govern the allocation of items of income,  loss,
                           deduction  or credit  between the  S short  year
                           and C short year of Company.  

          4.16   Environmental Compliance
                                         
                                        
                                         . 

                 (i)  To Seller's knowledge,  Company is not in  violation,
                      or alleged to  be in violation, of any  Environmental
                      Laws  which  would have  a  material  effect  on  the
                      Business, 

                 (ii) Company has not received a notice, complaint,  order,
                      directive, claim  or citation from  any third  party,
                      including without  limitation any  federal, state  or
                      local governmental  authority, (A)  that Company  has
                      been identified  by the  Unites States  Environmental
                      Protection   Agency   (_EPA_)   as   a    potentially
                      responsible  party under  CERCLA  with respect  to  a
                      site listed on  the National Priorities List, 40  CFR
                      Part  300  Appendix  B,  or  the  CERCLA  Information
                      System;  (B)  that  any  Hazardous  Materials   which
                      Company   has  generated,   stored,  transported   or
                      disposed of has been released at any site at which  a
                      federal, state or  local agency has conducted or  has
                      ordered   that   any  person   conduct   a   remedial
                      investigation,  removal  or  other  response   action
                      pursuant  to  any  Environmental  Law  or  has  named
                      Company as  a potentially responsible  party; or  (C)
                      that  Company is  or  shall  be named  party  to  any
                      claim, action, cause  of action, complaint, or  legal
                      or   administrative   proceeding   (in   each   case,
                      contingent  or otherwise)  arising out  of any  third
                      party's  incurrence  of costs,  expenses,  losses  or
                      damages  of any  kind whatsoever  in connection  with
                      the release of Hazardous Materials. 

                 (iii)     To the knowledge  of Sellers, (A) no portion  of
                      the  property  of  Company  has  been  used  for  the
                      handling,   processing,  storage   or   disposal   of
                      Hazardous  Materials  except  in  compliance  in  all
                      material  respects   with  applicable   Environmental
                      Laws; and  no underground tank  or other  underground
                      storage receptacle containing or formerly  containing
                      any Hazardous Materials is located on any portion  of
                      any of  the properties currently  or formerly  owned,
                      operated  or  leased   by  Company  or  any  of   its
                      Affiliates   during   Company's   or   any   of   its
                      Affiliate's  ownership,  operation or  lease  of  the
                      properties;  (B)  in the  course  of  any  activities
                      conducted  by  Company  or  operators  of   Company's
                      properties,   no  Hazardous   Materials   have   been



                                       - 33 -
<PAGE>





                      generated or  are being used  on the property  except
                      in   compliance  in   all  material   respects   with
                      applicable Environmental  Laws; (C)  there have  been
                      no  releases (i.e.,  any past  or present  releasing,
                      spilling,   leaking,  leaching,   pumping,   pouring,
                      emitting,    emptying,    discharging,     injecting,
                      escaping,   disposing  or   dumping)  or   threatened
                      releases  of Hazardous  Materials on,  upon, into  or
                      from  the  property  currently  or  formerly   owned,
                      operated  or  leased   by  Company  or  any  of   its
                      Affiliates during  or prior  to Company's  or any  of
                      its Affiliate's ownership, operation or lease,  which
                      releases would  have a material  effect on the  value
                      of any of the property or adjacent properties or  the
                      environment;  and  (D)  in  addition  any   Hazardous
                      Materials,  that have  been  generated or  stored  by
                      Company  or any  of  its  Affiliates on  any  of  the
                      currently  or  formerly  owned,  operated  or  leased
                      property of  Company have been  transported off  site
                      only  by  carriers having  an  identification  number
                      issued by the EPA and treated or disposed of only  by
                      treatment  or disposal  facilities maintaining  valid
                      permits  as required  under applicable  Environmental
                      Laws,  which transporters  and facilities  have  been
                      and are  operating in material  compliance with  such
                      permits and applicable Environmental Laws or, if  any
                      transporter or  facility has not  been or  is not  in
                      material compliance,  such failure would  not have  a
                      material effect on Company or any of its  Affiliates.


                 (iv) Sellers    have    provided    to    Purchaser    all
                      environmentally  related  audits,  studies,  reports,
                      analyses (including  soil and groundwater  analysis),
                      and  results   of  investigations   that  have   been
                      performed   with   respect  to   the   currently   or
                      previously owned,  leased, or operated properties  of
                      Company or  any of its  Affiliates, and  that are  in
                      the possession of  Company, any of its Affiliates  or
                      Sellers. 

                 (v)  There is  not now nor, to  the knowledge of  Sellers,
                      have there been  located at any of the properties  of
                      Company, whether owned or leased asbestos  containing
                      material  or  equipment  containing   polychlorinated
                      biphenyls    in   violation    of   any    applicable
                      Environmental Law. 

                 (vi) Company currently holds,  and at all times has  held,
                      all  required  federal,  state,  and  local  permits,
                      licenses,  certificates and  approvals  necessary  to
                      Company's   Business  (_Environmental   Permits_).   



                                       - 34 -
<PAGE>





                      Company  has  not  been  notified  by  any   relevant
                      Governmental Authority that any Environmental  Permit
                      will be  modified, suspended,  cancelled or  revoked,
                      or  cannot  be renewed  in  the  ordinary  course  of
                      business,      which     modification,      suspense,
                      cancellation, revocation or non-renewal could  affect
                      in  any material  way  the manner  in  which  Company
                      operates Company's Business. 

          4.17            
                         
                          
                 Insurance.  Company  maintains policies of fire,  extended
                 coverage, liability and other forms of insurance  covering
                 its  Business,  properties  and  assets  in  amounts   and
                 against such losses and risks as are generally  maintained
                 for  comparable  businesses  and  properties,  and   valid
                 policies for such  insurance will be outstanding and  duly
                 in force through and on the Closing Date. Attached  hereto
                 as  Disclosure Schedule  4.17 is  a complete  list of  all
                 insurance  policies  owned by  Company,  indicating  risks
                 insured  against,   carrier,  policy  number,  amount   of
                 coverage, premiums and expiration dates. 

          4.18   Books  and Records
                                   
                                   
                                   .    The  books of  account  of  Company
                 substantially  reflect all  its  known material  items  of
                 income  and expense  and all  its known  material  assets,
                 liabilities and accruals.   The corporate minute books  of
                 Company are  substantially complete as  to the records  of
                 substantially    all     substantial    proceedings     of
                 incorporators, shareholders  and directors, and there  are
                 no  substantial and  material minutes  or records  of  the
                 proceedings of any  of said person not included therein.  
                 The share  ledgers and share  certificate books contain  a
                 complete  and  accurate   record  of  all  issuances   and
                 transfers of shares in Company.

          4.19   Certain  Interests
                                  
                                  
                                   .   Except as  set forth  in  Disclosure
                 Schedule 4.19, Sellers  do not directly or indirectly  own
                 any  interest  in  any  corporation,  firm  or  enterprise
                 engaged  in a  business competitive  with Company,  except
                 (i)  Company Shares  or  (ii) any  passive  investment  by
                 Sellers  in the  stock of  any publicly  held  corporation
                 which is not in excess  of five percent of the issued  and
                 outstanding capital stock of such corporation. 

          4.20   Officers  and  Directors; Certain  Payments
                                                            
                                                           
                                                            .    Disclosure
                 Schedule 4.20 is a true and complete list showing (a)  the
                 names of  all officers and  directors of  Company and  the
                 directorships and  officerships in Company  held by  each;
                 (b) the  names and address  of each financial  institution
                 in  which Company  has an  account,  safe deposit  box  or
                 investment account,  the names of  all persons  authorized
                 to draw thereon or to have access thereto, and the  nature
                 of such  authorization; and (c) the  names of all  persons



                                       - 35 -
<PAGE>





                 holding tax or  other powers of attorney from Company  and
                 a summary statement of the terms thereof. 

          4.21                              
                                           
                                            
                 Commissions or Brokers Fees.    Neither  Company  nor  any
                 Seller  has  incurred any  liability  to  any  person  for
                 financial advice,  finder's fees  or brokerage  commission
                 with  respect to  the  transactions contemplated  by  this
                 Agreement,  which   liability  may  be  asserted   against
                 Company, Purchaser or any affiliate of Purchaser. 

          4.22   Assets Necessary to  the Business
                                                  
                                                 
                                                  .  Company owns,  leases,
                 licenses,  or  has  the  right  to  use  all  assets   and
                 properties (tangible  and intangible)  necessary to  carry
                 on its  Business and operations  as presently conducted.  
                 Such  assets and  properties are  all  of the  assets  and
                 properties necessary to  carry on the Business of  Company
                 as  presently  conducted  and,  except  as  set  forth  in
                 Disclosure Schedule 4.22, none of the Sellers (other  than
                 through  their ownership  of  stock in  Company)  nor  any
                 member of their respective families owns or leases or  has
                 any interest in  any assets or properties presently  being
                 used to carry on the Business of Company. 

          4.23   Absence of Certain  Business Practices
                                                       
                                                      
                                                       .  Neither  Company,
                 nor any  officer, employee or  agent of  Company, nor  any
                 other  Person  acting on  its  behalf,  has,  directly  or
                 indirectly, within the past five years given or agreed  to
                 give  any gift,  bribe, rebate  or kickback  or  otherwise
                 provide  any similar  benefit to  any customer,  supplier,
                 governmental employee  or any other Person  who is or  may
                 be  in  a  position to  help  or  hinder  Company  or  the
                 Business (or assist Company in connection with any  actual
                 or proposed  transaction relating to  the Business or  any
                 other business previously  operated by Company) (i)  which
                 subjected or  might have subjected  Company to any  damage
                 or  penalty  in   any  civil,  criminal  or   governmental
                 litigation or proceeding,  (ii) which if not given in  the
                 past, might have had  a material effect on Company or  its
                 assets, (iii) which if not continued in the future,  might
                 have  a  material  effect on  Company  or  its  assets  or
                 subject  Company to  suit or  penalty  in any  private  or
                 governmental  litigation or  proceeding, (iv)  for any  of
                 the purposes  described in Section 162(c)  of the Code  or
                 (v) for  the purpose  of establishing  or maintaining  any
                 concealed fund or concealed bank account. 

          4.24                                
                                              
                                              
                 Transactions  with Affiliates.    Except as  disclosed  on
                 Disclosure  Schedule 4.24,  there is  no lease,  sublease,
                 contract,  agreement  or other  arrangement  of  any  kind
                 whatsoever  entered into  by Company  with any  Seller  or
                 with  any Affiliate  of any  Seller,  except such  of  the
                 foregoing which may be terminated at Closing by  Purchaser



                                       - 36 -
<PAGE>





                 without  further  liability.     Prior  to  Closing,   all
                 indebtedness  owed  by any  Seller  to  Company  shall  be
                 repaid. 

          4.25                            
                                          
                                          
                 Territorial  Restrictions.     Except   as  described   in
                 Disclosure  Schedule 4.25,  Company is  not restricted  by
                 any  written agreement  or  understanding with  any  other
                 Person   (excluding  Applicable   Laws   of   Governmental
                 Authorities)  from carrying  on the  Business anywhere  in
                 the world.   Neither Purchaser nor  any of its  affiliates
                 will, as  a result of its  acquisition of Company  Shares,
                 become restricted in carrying on the Business anywhere  in
                 the world as a  result of any Contract or other  agreement
                 to which Company is a party or by which it is bound.

          4.26   Customers
                          
                         
                          .    Disclosure Schedule 4.26 includes a  correct
                 list  of  the  twenty-five  (25)  largest  customers   for
                 Company for each of the past two (2) fiscal years and  the
                 amount  of  business  done  by  Company  with  each   such
                 customer for  each year.   None  of the  Sellers have  any
                 knowledge  or information,  and  are aware  of  any  facts
                 indicating that  any of the  customers will  or intend  to
                 (a)  cease doing  business  with Company;  (b)  materially
                 alter  the amount  of business  they are  presently  doing
                 with Company;  or (c) not do  business with Company  after
                 the Closing Date. 

          4.27   Suppliers
                          
                         
                          .     Disclosure  Schedule 4.27  sets  forth  the
                 names  of  and  description  of  contractual  arrangements
                 (whether or  not binding or in  writing) with the  fifteen
                 (15) largest suppliers  of Company and any sole  suppliers
                 of significant goods or services (other than  electricity,
                 gas, telephone or water) to Company with respect to  which
                 practical alternative  sources of supply  are not  readily
                 available on  comparable terms  and conditions.   None  of
                 the  Sellers have  any knowledge  or information,  or  are
                 aware of  any facts indicating that  any of the  suppliers
                 of  Company will  or intend  to (a)  cease doing  business
                 with Company; (b) materially alter the amount of  business
                 they  are presently  doing with  Company;  or (c)  not  do
                 business with Company after the Closing Date.

          4.28                                                 
                                                               
                                                               
                 Conversion  of Certain  Indebtedness to  Equity.   Sellers
                 represent and  warrant that on the  24th day of  February,
                 1998,   certain Sellers  that were  owed $1,554,206.18  of
                 principal  in  the  aggregate  and  accrued  interest   of
                 $287,300.22,  converted  such  indebtedness  into  paid-in
                 capital of Company.   In connection with such  conversion,
                 the  Parties   that  were  subject   to  such   conversion
                 transaction disclosed  all material facts  to all  Sellers
                 that are Parties to this Agreement. 




                                       - 37 -
<PAGE>





          4.29                    
                                  
                                  
                 Product Liability.    Except  as set  forth in  Disclosure
                 Schedule 4.28 and for warranties under Applicable Law,

                 (a)  there are no warranties, express or implied,  written
                      or  oral,  with  respect  to  the  products  of   the
                      Business;

                 (b)  to  Seller's  knowledge,  there  are  no  pending  or
                      threatened   claims with  respect to  any warranty;  
                      and

                 (c)  Company does not  have, and to the best knowledge  of
                      Sellers,  will not  have,  any liability,  after  the
                      Closing, with respect  to any such warranty,  whether
                      known or  unknown, absolute, accrued, contingent,  or
                      otherwise and whether due or to become due. 

          4.30   Disclosure
                           
                          
                           .   No representation  or warranty  made by  any
                 Seller in  this Agreement and  no exhibit, certificate  or
                 documents  furnished or  to  be furnished  by  any  Seller
                 pursuant hereto contains or will contain any known  untrue
                 statement of  a material fact  or omits or  will omit  any
                 known  material  fact  necessary  in  order  to  make  the
                 statements contained therein not misleading.  The  Sellers
                 have no knowledge of any factors materially and  adversely
                 affecting  the  future  prospects  of  Company's  Business
                 which have  not been disclosed in  this Agreement and  the
                 Disclosure Schedule. 


                                      ARTICLE V

          5.                                  
                                              
                                              
                 Representations  of  Purchaser.     Purchaser  represents,
                 warrants and agrees that:

          5.01               
                            
                             
                 Organization.  Purchaser is a corporation duly  organized,
                 validly existing and in  good standing under  the laws  of
                 the State of Delaware and has all the requisite  corporate
                 power  and  authority  to  own,  lease  and  operate   its
                 properties  and to  carry on  its business  as it  is  now
                 being conducted.

          5.02            
                         
                          
                 Authority.    This  Agreement  is  a  valid  and   binding
                 obligation of  Purchaser, enforceable  in accordance  with
                 its terms except as such enforceability may be limited  by
                 bankruptcy,  insolvency,  reorganization,  moratorium   or
                 similar  laws relating  to or  limiting creditors'  rights
                 generally, or  by the availability  of equitable  remedies
                 or  the  application of  general  equitable  principles.  
                 Except as set  forth in Disclosure Schedule 5.02,  neither
                 the  execution and  delivery  of this  Agreement  nor  the
                 consummation  of  the  transactions  contemplated   hereby



                                       - 38 -
<PAGE>





                 will:

                 (i)  violate,  or conflict  with, or  require any  Consent
                      under, or  result in a breach  of any provisions  of,
                      or  constitute a  default (or  an event  which,  with
                      notice or lapse  of time or both, would constitute  a
                      default) under, or  result in the termination of,  or
                      accelerate the performance required by, or result  in
                      the creation of  any Lien upon any of the  properties
                      or  assets  of Purchaser  under  any  of  the  terms,
                      conditions   or  provisions   of  the   Articles   of
                      Incorporation or Bylaws of Purchaser or of any  note,
                      bond, mortgage,  indenture, deed  of trust,  license,
                      agreement or other instrument or obligation to  which
                      Purchaser is  a party, or by  which Purchaser or  any
                      of  its  properties   or  assets  may  be  bound   or
                      affected, or

                 (ii) violate  any   order,  writ,  injunction  or   decree
                      applicable to Purchaser  or any of its properties  or
                      assets  or, to  the knowledge  of Purchaser,  violate
                      any  statute,   rule  or  regulation  applicable   to
                      Purchaser or any of its  properties or assets; or

                 (iii)     constitute a default or event that, with  notice
                      or  lapse of  time,  or  both, would  be  a  default,
                      breach,   or  violation   of  any   lease,   license,
                      promissory   note,   conditional   sales    contract,
                      commitment,  indenture, mortgage,  deed of  trust  or
                      other agreement,  instrument or arrangement to  which
                      Purchaser is a party or by which it is bound; or

                 (iv) constitute an  event that would  permit any party  to
                      terminate  any   agreement  or   to  accelerate   the
                      maturity of any  indebtedness or other obligation  of
                      Purchaser.

                 (v)  except for  compliance with the  HSR Act, no  Consent
                      by, notice to  or registration with any  Governmental
                      Authority is required on the part of Purchaser  prior
                      or subsequent to the Closing Date in connection  with
                      the execution, delivery and performance by  Purchaser
                      of this Agreement  or the consummation of any of  the
                      transactions contemplated hereby. 

          5.03                               
                                             
                 Commissions or Brokers' Fees.  Purchaser has not  incurred
                 any  liability  to   any  person  for  financial   advice,
                 finder's fees or brokerage commission with respect to  the
                 transactions   contemplated  by   this  Agreement,   which
                 liability may be  asserted against any Seller or  Company.





                                       - 39 -
<PAGE>





          5.04                  
                                
                                
                 Securities Acts.   Purchaser understands and  acknowledges
                 (i)  that the  purchase and  sale  of the  Company  Shares
                 pursuant to this  Agreement is intended to be exempt  from
                 registration under Section  4(1) of the Securities Act  of
                 1933,  as  amended (the  _Securities  Act_),  and  similar
                 exemptions  provided  under  applicable  state  securities
                 laws,  (ii)  that   the  Company  Shares  have  not   been
                 registered  under the  Securities  Act or  any  applicable
                 state  securities laws  and, therefore,  cannot be  resold
                 unless they  are registered  under the  Securities Act  or
                 applicable state securities  laws, or unless an  exemption
                 from registration is  available, and (iii) that  Purchaser
                 is acquiring  the Company Shares for  its own account  for
                 investment  and not  with  a view  to,  or for  resale  in
                 connection with, the distribution thereof. 


                                     ARTICLE VI

          6.01                     
                                  
                                   
                 Release by Sellers.  Each Seller, as of the Closing  Date,
                 shall  release and  discharge  Company from  all  actions,
                 claims or  demands of every kind  and nature which any  of
                 the Sellers have  or may have against Company  (including,
                  but not limited to, any claims, if any, arising out of  a
                 conversion of certain indebtedness owed by the Company  to
                 certain Sellers to paid-in capital of Company on  February
                 24,  1998),  whether based  upon  contract  or  otherwise,
                 arising before the  execution of this Agreement.   Nothing
                 contained herein shall constitute a release of any  rights
                 of  the  Sellers arising  under  this  Agreement,  of  any
                 claims  under   any  Employee   Benefit  Plans   currently
                 maintained by Company,  or with respect to anything  which
                 may occur after the Closing Date.


                                     ARTICLE VII

          7.01   Covenants  Not to  Compete
                                           
                                          
                                           .    As inducement  for  and  in
                 consideration of  Purchaser entering into this  Agreement,
                 the  Sellers  shall  each  enter  into  a  non-competition
                 agreement.  Such non-competition agreements are set  forth
                 in Exhibits F, F-1, F-2, F-3, and F-4 attached hereto  and
                 made a part hereof. 


                                     ARTICLE VIII

          8.01                        
                                      
                                      
                 Employment  Agreements.   Upon the  Closing Date,  Company
                 shall   enter  into   Employment  Agreements   with   Dean
                 Higganbotham  and Dale  Higganbotham.     Copies  of  said
                 Employment Agreements are attached hereto and made a  part
                 hereof as Exhibits G and G-1.



                                       - 40 -
<PAGE>







                                     ARTICLE IX

          9.1    Covenants of Sellers
                                     
                                    
                                     . 

          9.01.1 Conduct of Business
                                    
                                    
                                    .  From the date hereof to the  Closing
                 Date, except  as expressly permitted  or required by  this
                 Agreement or  as otherwise  consented to  by Purchaser  in
                 writing, Sellers will cause Company to: 

                 (a)  carry on its  Business in, and only in, the  ordinary
                      course,   in  substantially   the  same   manner   as
                      heretofore  conducted,   and  with  respect  to   the
                      Business,  use  all reasonable  efforts  to  preserve
                      intact  its present  business organization,  maintain
                      its  properties  in  good  operating  condition   and
                      repair, keep  available the services  of its  present
                      officers and significant employees, and preserve  its
                      relationship  with customers,  suppliers  and  others
                      having business dealings  with it, with the goal  and
                      intent that its  goodwill and ongoing business  shall
                      be in all material respects unimpaired following  the
                      Closing;

                 (b)  pay  accounts payable  and other  obligations of  the
                      Business  when they  become due  and payable  in  the
                      ordinary  course of  business consistent  with  prior
                      practice;

                 (c)  perform  in   all  material  respects   all  of   its
                      obligations under all Contracts and other  agreements
                      and  instruments   relating  to   or  affecting   the
                      Business  and comply  in all  material respects  with
                      all  Applicable Laws  applicable  to Company  in  the
                      ordinary  course of  business consistent  with  prior
                      practice;

                 (d)  other than sales and purchases of Inventories in  the
                      ordinary course  where delivery  is contemplated  not
                      later than the  calendar month following the  Closing
                      Date,  not   enter  into  or   assume  any   material
                      agreement,  contract or  instrument relating  to  the
                      Business,  or  enter  into  or  permit  any  material
                      amendment, supplement,  waiver or other  modification
                      in respect thereof other than in the ordinary  course
                      of business consistent with prior practice;

                 (e)  not grant  (or commit to grant)  any increase in  the
                      compensation    (including   incentive    or    bonus
                      compensation   but  excluding   incentive  or   bonus
                      compensation declared and  paid prior to closing)  of



                                       - 41 -
<PAGE>





                      any  employee  employed  in  the  operation  of   the
                      Business (other than normal merit pay increases  made
                      in the  ordinary course of  the Business,  consistent
                      with  past practices)  or institute,  adopt or  amend
                      (or  commit  to   institute,  adopt  or  amend)   any
                      compensation  or  benefit plan,  policy,  program  or
                      arrangement   or  collective   bargaining   agreement
                      applicable to any such employee;

                 (f)  continue all  policies of insurance  relating to  the
                      Business in full force and effect;

                 (g)  not  make any  change  or modification  in  Company's
                      accounting  practices, policies  or procedures  which
                      in any way affect the Business, including any  change
                      or  modification with  respect to  the allocation  of
                      revenues,  costs  and  expenses  applicable  to   the
                      Business; and

                 (h)  not take  any action or  knowingly omit  to take  any
                      action, which  action or omission  would result in  a
                      breach of any  of the representations and  warranties
                      set forth in Section 4. 

          9.01.2                       
                                       
                                       
                 Access and  Information.  From the  date hereof until  the
                 Closing Date, Company shall make available or cause to  be
                 made  available to  the  accountants, attorneys  or  other
                 representatives  of  Purchaser,  for  examination   during
                 normal  business  hours,  upon  reasonable  request,   all
                 properties,  assets,  books  of  accounts,  title  papers,
                 insurance   policies,  contracts,   leases,   commitments,
                 records and  other documents of  every character  relating
                 to Company.  

          9.01.3                
                               
                                
                 Further Actions.

                 (a)  Sellers  agree  to  use  all  reasonable  good  faith
                      efforts  to take  all actions  and to  do all  things
                      necessary,  proper  or advisable  to  consummate  the
                      transactions  contemplated  hereby  by  the   Closing
                      Date.

                 (b)  Sellers  will, as  promptly as  practicable, file  or
                      supply,  or  cause  to  be  filed  or  supplied,  all
                      applications, notifications and information  required
                      to be filed  or supplied by them or Company  pursuant
                      to Applicable Law in connection with this  Agreement,
                      the Other Sellers  Documents and the consummation  of
                      the   other    transactions   contemplated    hereby,
                      including, but not  limited to any necessary  filings
                      pursuant to the HSR Act. 




                                       - 42 -
<PAGE>





                 (c)  Sellers,  as promptly  as practicable,  will use  all
                      reasonable  efforts  to   obtain,  or  cause  to   be
                      obtained, all  Consents necessary to  be obtained  by
                      them or Company  in order to consummate the sale  and
                      transfer   of  Company   Shares  pursuant   to   this
                      Agreement   and  the   consummation  of   the   other
                      transactions contemplated thereby.

                 (d)  At  all times  prior to  the Closing,  Sellers  shall
                      promptly  notify Purchaser  in writing  of any  fact,
                      condition, event  or occurrence  known to  it in  the
                      exercise of  reasonable business  prudence that  will
                      or  may  result   in  the  failure  of  any  of   the
                      conditions  contained in  Sections 12.01(1),  (2)  or
                      (3)   to  be satisfied,  promptly  upon any  of  them
                      becoming aware of the same.
           
          9.01.4 Further  Assurances
                                    
                                    .    Following  the  Closing,   Sellers
                 shall,  and  shall cause  each  of  their  Affiliates  and
                 Company to,  from time to time,  execute and deliver  such
                 additional   instruments,   documents,   conveyances    or
                 assurances  and  take  such  other  actions  as  shall  be
                 necessary,   or   otherwise   reasonably   requested    by
                 Purchaser,   to  confirm   and  assure   the  rights   and
                 obligations  provided for  in this  Agreement and  in  the
                 Other   Sellers  Documents   and  render   effective   the
                 consummation  of the  transactions  contemplated  thereby.
                 Without  limiting the  generality  of the  foregoing,  the
                 parties specifically contemplate closing the  transactions
                 contemplated   herein  prior   to  the   time  that   full
                 compliance by  Sellers with the  conditions precedent  set
                 forth  in  Section 12.01(2)  will  be  practicable.  As  a
                 result, notwithstanding  the Closing, this Section  9.01.4
                 shall  require prompt  delivery thereafter  by Sellers  of
                 the  consents,  instruments  and  agreements  called   for
                 herein, including in Section 12.01(2).

          9.01.5 Liability   for   Transfer   Taxes
                                                   
                                                  
                                                   .   Sellers   shall   be
                 responsible  for   the  timely  payment   of,  and   shall
                 indemnify   and   hold  harmless   Purchaser   and   their
                 Affiliates against, all  sales, income, use, value  added,
                 documentary,  stamp,   and  any  other   taxes  and   fees
                 attributable or  arising out of  the sale  of the  Company
                 Shares  by Sellers  to Purchaser.   Sellers  represent  to
                 Purchaser that there  will be no tax liability to  Company
                 arising out of the sale of the Company Shares. 









                                       - 43 -
<PAGE>





                                      ARTICLE X

          10.01  Covenants of Purchaser
                                       
                                      
                                       . 

          10.01.1Further Actions
                                
                               
                                . 

                 (a)  Purchaser  agrees to  use all  reasonable good  faith
                      efforts  to take  all actions  and to  do all  things
                      necessary,  proper  or advisable  to  consummate  the
                      transactions  contemplated  hereby  by  the   Closing
                      Date.

                 (b)  Purchaser will, as  promptly as practicable, file  or
                      supply,  or  cause  to  be  filed  or  supplied,  all
                      applications, notifications and information  required
                      to be filed or supplied by it pursuant to  applicable
                      law  in connection  with  this Agreement,  the  Other
                      Sellers Documents and  the consummation of the  other
                      transactions contemplated hereby, including, but  not
                      limited to any necessary filings pursuant to the  HSR
                      Act. 

                 (c)  Purchaser, as promptly  as practicable, will use  all
                      reasonable  efforts  to   obtain,  or  cause  to   be
                      obtained, all  Consents necessary to  be obtained  by
                      it  in order  to consummate  the acquisition  of  the
                      Company  Shares pursuant  to this  Agreement and  the
                      consummation of  the other transactions  contemplated
                      hereby. 

          10.01.2Notice by  Purchaser
                                     
                                    
                                     .   Purchaser agrees  that should  its
                 employees accountants, attorneys or other  representatives
                 acquire knowledge prior  to Closing, as a result of  their
                 investigation  of Company  pursuant to  this Agreement  or
                 otherwise, of any material breach of or inaccuracy in  the
                 representations  and  warranties contained  in  Section  4
                 above, Purchaser  will notify the  Sellers of such  breach
                 in writing  prior to Closing  and Sellers  shall have  the
                 opportunity to cure such breach prior to Closing. 

          10.01.3Tax  Elections
                               
                              
                               .   Purchaser  will not  file  any  election
                 under  Section  338  of the  Code  with  respect  to  this
                 Agreement or the transactions contemplated herein.

          10.01.4                   
                                   
                                    
                 Further  Assurances.   Following  the  Closing,  Purchaser
                 shall, and shall cause each of its Affiliates and  Company
                 to,  from   time  to  time,   execute  and  deliver   such
                 additional   instruments,   documents,   conveyances    or
                 assurances  and  take  such  other  actions  as  shall  be
                 necessary, or  otherwise reasonably requested by  Sellers,
                 to confirm and assure the rights and obligations  provided
                 for in this  Agreement and in the Other Sellers  Documents



                                       - 44 -
<PAGE>





                 and render effective the consummation of the  transactions
                 contemplated thereby.  Without limiting the generality  of
                 the  foregoing,   the  parties  specifically   contemplate
                 closing the transactions contemplated herein prior to  the
                 time  that compliance  by  Purchaser with  the  conditions
                 precedent set  forth in Section  12.02(7) relating to  the
                 releases of any of the Sellers of their guaranties of  any
                 of the Line  of Credit Indebtedness will be practicable.  
                 As  a result,  notwithstanding the  Closing, this  Section
                 10.01.4  shall  require  prompt  delivery  thereafter   by
                 Purchaser  of the  instruments and  agreements called  for
                 herein, including that contained in Section 12.01(7).


                                     ARTICLE XI

          11.01  Survival of Representations  and Warranties
                                                            
                                                           
                                                            .  The  Parties
                 acknowledge  and  agree  that  all  the   representations,
                 covenants, warranties  and agreements   contained in  this
                 Agreement  or  in  any  agreement,  instrument,   exhibit,
                 certificate,  schedule  or  other  document  delivered  in
                 connection herewith, shall  survive the Closing and  shall
                 be  binding upon  the  party giving  such  representation,
                 covenant,  warranty  or  agreement  and  shall  be   fully
                 enforceable to the  extent provided for in Sections  11.04
                 and 11.05  hereof, at  law or  in equity,  for the  period
                 beginning on the date of Closing and ending two (2)  years
                 thereafter,  except for  the  representations,  warranties
                 and agreements designated and identified in Section  4.01,
                 4.02, 4.03,  4.05, 4.08 through  4.08.7, 4.15, 4.16,  5.01
                 and  5.02,  which shall  survive  the  Closing  and  shall
                 terminate in  accordance with the  statutes of  limitation
                 governing written contracts  and Exhibits F, F-1, F-2,  F-
                 3,  F-4, G  and G-1,  which  shall terminate  as  provided
                 therein.  

          11.02                                                           
                                                                          
                                                                          
                 Reliance   Upon   and  Enforcement   of   Warranties   and
                 Agreements of  Sellers
                                      
                                      
                                       .  Each  Seller hereby agrees  that,
                 notwithstanding   any   right  of   Purchaser   to   fully
                 investigate the  affairs of  Company, and  notwithstanding
                 knowledge   of  facts   determined  or   determinable   by
                 Purchaser  pursuant  to such  investigation  or  right  of
                 investigation, Purchaser has the right to rely fully  upon
                 the representations, covenants, warranties and  agreements
                 of each  Seller contained in this  Agreement and upon  the
                 accuracy  of   any  document,  schedule,  certificate   or
                 exhibit given  or delivered to  Purchaser pursuant to  the
                 provisions of this Agreement. 

          11.03  Reliance   Upon  and   Enforcement   of   Representations,
                                                                          
                                                                          
                                                                          
                 Warranties and Agreements of Purchaser
                                                       
                                                       
                                                       .  Purchaser  hereby
                 agrees  that,  notwithstanding any  right  of  Sellers  to



                                       - 45 -
<PAGE>





                 fully   investigate   the   affairs   of   Purchaser   and
                 notwithstanding   knowledge   of   facts   determined   or
                 determinable by Sellers pursuant to such investigation  or
                 right of  investigation, Sellers  have the  right to  rely
                 fully upon the representations, covenants, warranties  and
                 agreements of  Purchaser contained in  this Agreement  and
                 upon the accuracy of any document, certificate or  exhibit
                 given or delivered  to Sellers pursuant to the  provisions
                 of this Agreement. 

          11.04                             
                                           
                                            
                 Indemnification by  Sellers.  Each  Seller, severally  (in
                 proportion  to his  stock ownership),  not jointly,  shall
                 indemnify Purchaser against and hold it harmless from  any
                 Losses resulting from or arising out of any inaccuracy  in
                 or  breach of  any representation,  warranty, covenant  or
                 obligation made  or incurred by  any Seller  herein or  in
                 any other agreement,  instrument or document delivered  by
                 any  Seller  pursuant  to  the  terms  of  this  Agreement
                 subject  to  the  provisions  of  Section  11.08.A.    The
                 maximum liability  of each Seller  hereunder is set  forth
                 on  Disclosure Schedule  11.04.   J.  Walter  Duncan,  Jr.
                 hereby  agrees  to guaranty  all  obligations  of  the  J.
                 Walter Duncan, Jr. Revocable Trust hereunder. 

          11.05                                
                                               
                                               
                 Indemnification  by   Purchaser.    Purchaser  agrees   to
                 defend,  indemnify and  hold  harmless the  Sellers  from,
                 against and  in respect of  any and  all Losses  resulting
                 from or  arising out of an  inaccuracy in or other  breach
                 of any  representation, warranty, covenant, or  obligation
                 made  or incurred  by Purchaser  herein  or in  any  other
                 agreement, instrument  or document delivered by  Purchaser
                 pursuant to the terms of this Agreement. 
           






















                                       - 46 -
<PAGE>





          11.06                                             
                                                           
                                                            
                 Notification of and Participation in Claims.

                 (a)  No  claim  for  indemnification  shall  arise   until
                      notice  thereof is  given to  the  party from  whom  
                      indemnity  is  sought (the  _Indemnifying  Party_).  
                      Such notice shall  be sent to the Indemnifying  Party
                      within ten (10)  days after the party asserting  such
                      right to  indemnity (the _Party  to be  Indemnified_)
                      has received notification of such claim, but  failure
                      to notify  the Indemnifying Party  shall in no  event
                      prejudice the rights  of the Party to be  Indemnified
                      under this  Agreement, unless the Indemnifying  Party
                      shall be prejudiced by such failure and then only  to
                      the extent of such prejudice.  In the event that  any
                      legal proceeding shall be instituted or any claim  or
                      demand is asserted  by any third party in respect  of
                      which Sellers  on the one hand,  or Purchaser on  the
                      other hand, may  have an obligation to indemnify  the
                      other,  the Party  to be  Indemnified shall  give  or
                      cause to be  given to the Indemnifying Party  written
                      notice thereof and the Indemnifying Party shall  have
                      the right, at its option and expense, to  participate
                      in the defense  of such proceeding, claim or  demand,
                      but  not  to  control  the  defense,  negotiation  or
                      settlement thereof, which control shall at all  times
                      rest with  the Party  to be  Indemnified, unless  the
                      Indemnifying   Party  irrevocably   acknowledges   in
                      writing  full  and complete  responsibility  for  and
                      agrees to provide indemnification of the Party to  be
                      Indemnified, in  which case  such Indemnifying  Party
                      may  assume  such  control  through  counsel  of  its
                      choice  and  at  its  expense.    In  the  event  the
                      Indemnifying Party  assumes control  of the  defense,
                      the Indemnifying Party  shall not be responsible  for
                      the  legal costs  and expenses  of  the Party  to  be
                      Indemnified in the event the Party to be  Indemnified
                      decides to join  in such defense.  The Parties  agree
                      to  cooperate fully  with  each other  in  connection
                      with   the  mitigation,   defense,   negotiation   or
                      settlement of any such third party legal  proceeding,
                      claim or demand. 

                 (b)  If  the Party  to be  Indemnified is  also the  party
                      controlling  the defense,  negotiation or  settlement
                      of any  matter, and if  the Party  to be  Indemnified
                      determines to compromise the matter, the Party to  be
                      Indemnified    shall    immediately    advise     the
                      Indemnifying  Party of  the terms  and conditions  of
                      the proposed settlement.   If the Indemnifying  Party
                      agrees  to accept  such  proposal, the  Party  to  be
                      Indemnified shall proceed to conclude the  settlement
                      of  the  matter, and  the  Indemnifying  Party  shall



                                       - 47 -
<PAGE>





                      immediately  indemnify the  Party to  be  Indemnified
                      pursuant to  the terms  of Sections  11.04 and  11.05
                      hereunder,  subject  to  the  limitations  set  forth
                      elsewhere in  this Section 11.   If the  Indemnifying
                      Party does  not agree  within fourteen  (14) days  to
                      accept the  settlement (said 14-day  period to  begin
                      on the  first business  day following  the date  such
                      party  receives a  complete  copy of  the  settlement
                      proposal), the  Indemnifying Party shall  immediately
                      assume  control   of  the  defense,  negotiation   or
                      settlement  thereof,  at  that  Indemnifying  Party's
                      expense.   Thereafter,  the Party  to be  Indemnified
                      shall  be  indemnified   in  the  entirety  for   any
                      liability  arising  out  of  the  ultimate  defenses,
                      negotiation or settlement of such matter.

                 (c)  If the  Indemnifying Party is  the party  controlling
                      the  defense,   negotiation  or  settlement  of   any
                      matter,  and  the Indemnifying  Party  determines  to
                      compromise the  matter, the Indemnifying Party  shall
                      immediately  advise the  Party to  be Indemnified  of
                      the terms and  conditions of the proposed  settlement
                      and  irrevocably  acknowledge  in  writing  full  and
                      complete responsibility  for, and  agree to  provide,
                      indemnification of the  Party to be Indemnified.   If
                      the Party  to be  Indemnified agrees  to accept  such
                      proposal,  the Indemnifying  Party shall  proceed  to
                      conclude   the   settlement   of   the   matter   and
                      immediately  indemnify the  Party to  be  Indemnified
                      pursuant  to the  terms of  Sections 11.04  or  11.05
                      hereunder.  If  the Party to be Indemnified does  not
                      agree  within  fourteen  (14)  days  to  accept   the
                      settlement (said 14-day period to begin on the  first
                      business day following  the date such Party  receives
                      a  complete copy  of  the settlement  proposal),  the
                      Party  to  be Indemnified  shall  immediately  assume
                      control  of the  defense, negotiation  or  settlement
                      thereof, at the  Party to be Indemnified's expense.  
                      If  the final  amount paid  to resolve  the claim  is
                      less  than  the  amount  of  the  original   proposed
                      settlement made by  the Indemnifying Party, then  the
                      Party   to   be  Indemnified   shall   receive   such
                      indemnification pursuant  to Sections 11.04 or  11.05
                      hereof, including  any and all  expenses incurred  by
                      the Party  to be Indemnified  incurred in  connection
                      with the defense,  negotiation or settlement of  such
                      matter.   If the amount finally  paid to resolve  the
                      claim is equal to  or greater than the amount of  the
                      original   proposed  settlement   proposed   by   the
                      Indemnifying  Party,  then  the  Indemnifying   Party
                      shall  provide indemnification  pursuant to  Sections
                      11.04  and  11.05 for  the  amount  of  the  original



                                       - 48 -
<PAGE>





                      settlement  proposal submitted  by  the  Indemnifying
                      Party,  and the  Party  to be  Indemnified  shall  be
                      responsible  for  all   amounts  in  excess  of   the
                      original   settlement  proposal   submitted  by   the
                      Indemnifying  Party   and  all  costs  and   expenses
                      incurred   by  the   Party  to   be  Indemnified   in
                      connection   with  such   defense,   negotiation   or
                      settlement.

          11.07                                    
                                                  
                                                   
                 Provisions of  General Application.   With respect to  any
                 right  of indemnification  arising under  this  Agreement,
                 the following provisions shall apply:

                 (a)  Procedures
                                
                               
                                .   The  Party to  be Indemnified  and  the
                      Indemnifying Party agree to cooperate in the  defense
                      of any  third party claim or  action subject to  this
                      Section   11,   to   permit   the   cooperation   and
                      participation of the other parties in any such  claim
                      or action, and  to promptly notify the other  parties
                      of the  occurrence of  any indemnified  event or  any
                      material developments  or amounts due respecting  any
                      indemnification event.

                 (b)  No Implications
                                     
                                     
                                     .    Neither the  rights of any  Party
                      to  indemnification   from  another  Party  nor   the
                      obligations of any Party to indemnify another  Party,
                      under  this Agreement,  shall  in any  way  imply  or
                      create, and  each Party  specifically disclaims,  any
                      responsibility  whatsoever  by  such  Party  for  any
                      other  Party's liabilities  to  any other  person  or
                      entity or Governmental Authority. 

                 (c)  Insurance
                               
                              
                               .      Prior  to  enforcing  any  claim  for
                      indemnification against the Indemnifying Party  under
                      this  Agreement, the  Party to  be Indemnified  shall
                      administratively  file   in  good   faith  with   any
                      insurers  all  forms  and  submissions  required   by
                      applicable  policies   for  the  proceeds  or   other
                      benefits of  insurance coverage,  if any,  applicable
                      to   the   claim    or   event   from   which    such
                      indemnification  right  arose.   In  the  event  that
                      insurance  proceeds  are paid  to  the  Party  to  be
                      Indemnified   respecting  an   event  to   which   an
                      indemnification   right   applies   hereunder,   such
                      indemnification right shall apply only to the  extent
                      that  the  amount  of  damages  indemnified   against
                      exceeds such insurance proceeds actually paid to  the
                      Party to be Indemnified; provided however, that:  (a)
                      such  insurance  proceeds  shall  not  affect  or  be
                      applied towards the maximum liability established  in
                      Section  11.08  and (b)  collection  by  judicial  or
                      legal process  of such insurance  proceeds shall  not



                                       - 49 -
<PAGE>





                      be a condition  precedent to asserting or  collecting
                      such indemnification  claims under  this Agreement.  
                      If the Indemnifying  Party incurs indemnity costs  or
                      pays indemnity damages under this Agreement, and  the
                      Party   to  be   Indemnified  subsequently   receives
                      insurance proceeds for the same claim or event,  then
                      the  Party  to  be  Indemnified  shall  refund   such
                      indemnity   costs   or   damage   payments   to   the
                      Indemnifying Party  from such  insurance proceeds  to
                      the  extent that  the  Party to  be  Indemnified  has
                      received benefits  from both sources (i.e.,  payments
                      of indemnity damages from the Indemnifying Party  and
                      such insurance proceeds)  in excess of the amount  of
                      indemnifiable   damages  incurred   by  or   asserted
                      against the Party to be Indemnified.

                 (d)            
                               
                                
                      Mitigation.    The Party to be Indemnified shall  use
                      its good faith efforts to mitigate any claim or  loss
                      by  any third  party hereunder  and the  Indemnifying
                      Party  shall  be  entitled  to  participate  in   and
                      coordinate  such  mitigation with  the  Party  to  be
                      Indemnified. 

          11.08  A.   Limitations
                                 
                                
                                 .     Notwithstanding anything  herein  to
                      the contrary, no claims for indemnification shall  be
                      made  by Purchaser  against  the Sellers  until  such
                      time  as   all  claims   hereunder  (the   _Indemnity
                      Basket_), net of  income tax benefit realized  and/or
                      realizable by  Company and/or  Purchaser, total  more
                      than Two Hundred  Thousand Dollars ($200,000) in  the
                      aggregate  and  then indemnification  shall  be  made
                      only to the  extent that such claim or claims  exceed
                      Two  Hundred  Thousand  Dollars  ($200,000)  in   the
                      aggregate.   In  addition,  notwithstanding  anything
                      contained  herein   to  the  contrary,  the   maximum
                      aggregate liability that Sellers may be  collectively
                      required to pay  to Purchaser under this Section  11,
                      or  as  a  result of  any  other  provision  of  this
                      Agreement as  a result of  any and  all breaches,  if
                      any,   of   the   representations   and    warranties
                      hereunder, or as a result of any and all defaults  of
                      any covenants  hereunder, shall be  limited to  Three
                      Million Dollars ($3,000,000). 

                 B.   Notwithstanding  anything  to the  contrary  in  this
                      Agreement,   the  maximum   aggregate   amount   that
                      Purchaser  may   be  required  to   pay  to   Sellers
                      hereunder, or as  a result of any other provision  of
                      this Agreement as  a result of any and all  breaches,
                      if any, of representations and warranties   contained
                      in Article V hereunder shall be limited to an  amount
                      equal to $3,000,000. 



                                       - 50 -
<PAGE>






          11.09                                        
                                                       
                                                       
                 Assignment and Accounting for  Benefits.    To the  extent
                 that  the  Indemnifying Party  shall  have  actually  paid
                 indemnity  damages to  or on  behalf of  the Party  to  be
                 Indemnified,  the Party  to be  Indemnified shall  make  a
                 non-exclusive assignment  (to the  extent permitted  under
                 applicable  law)  to  the  Indemnifying  Party  (as  their
                 interest may appear)  of the remedies, rights and  claims,
                 if any,  of the Party  to be Indemnified  against any  and
                 all third parties  for the same liability, including,  but
                 not limited  to, remedies, rights  and claims against  (i)
                 liability  insurers  and other  insurance  companies,  and
                 (ii) any other  person which has indemnified the Party  to
                 be  Indemnified for  such liability.   The  parties  shall
                 cooperate reasonably in the pursuit of any such  remedies,
                 rights and claims.

                 For  purposes  of   Section  11.08,  the  amount  of   any
                 indemnification claim  shall be reduced  by the effect  of
                 any  income  tax benefit  realized  and/or  realizable  by
                 Company/Purchaser. For  purposes hereof,  a marginal  rate
                 of forty percent (40%) shall be utilized.

          11.10  Exclusive Remedy
                                 
                                 
                                 .    Anything contained in this  Agreement
                 or   the   Other  Seller   Documents   to   the   contrary
                 notwithstanding, the  indemnification rights set forth  in
                 this Section  11, all of which  are subject to the  terms,
                 limitations, and  restrictions of this  Section 11,  shall
                 be the exclusive remedy after Closing against the  Sellers
                 and/or  Purchaser  for monetary  damages  sustained  as  a
                 result  of  a   breach  of  a  representation,   warranty,
                 covenant,  or  agreement  under  this  Agreement.     Such
                 limitations set forth in this Section 11 shall not  impair
                 the  rights  of any  of  the  parties: (a)  to  seek  non-
                 monetary equitable relief, including (without  limitation)
                 specific performance or  injunctive relief to redress  any
                 default  or breach  of  this  Agreement; or  (b)  to  seek
                 enforcement,  collection, damages,  or  such  non-monetary
                 equitable  relief to  redress  any subsequent  default  or
                 breach  of   any  employment  agreement,   non-competition
                 agreement,  transfer  document,  assumption,  consent,  or
                 agreement  to be  delivered at  Closing  hereunder.     In
                 connection with the seeking of any non-monetary  equitable
                 relief, each of  the Parties acknowledges and agrees  that
                 the other Parties  hereto would be damaged irreparably  in
                 the event  that any of  the provisions  of this  Agreement
                 are not performed in accordance with their specific  terms
                 or  otherwise are  breached.   Accordingly,  each  of  the
                 Parties hereto  agrees that the  other Party hereto  shall
                 be entitled  to an  injunction or  injunctions to  prevent
                 breaches  of  the provisions  of  this  Agreement  and  to
                 enforce  specifically this  Agreement  and the  terms  and



                                       - 51 -
<PAGE>





                 provisions   hereof   in  any   competent   court   having
                 jurisdiction over the Parties. 


                                     ARTICLE XII

          12.                                                           
                                                                        
                                                                        
                 Conditions Precedent  to the Obligations  of Each Party.  
                 The  obligations   of  the  Parties   to  consummate   the
                 transactions contemplated hereby  shall be subject to  the
                 fulfillment,  on or  prior to  the  Closing Date,  of  the
                 following conditions: 

                 1.   HSR Act  Notification
                                          
                                          
                                           .  In  respect of any  necessary
                      notifications of  Purchaser and  Sellers pursuant  to
                      the HSR  Act, the applicable  waiting period and  any
                      extensions  thereof   shall  have  expired  or   been
                      terminated.

                 2.                        
                                           
                                           
                      No  Injunction,  Etc.     The  consummation  of   the
                      transaction contemplated  hereby shall not have  been
                      restrained, enjoined  or otherwise prohibited by  any
                      Applicable  Law,  including  any  order,  injunction,
                      decree   or   judgment  of   any   Court   or   other
                      Governmental   Authority.     No   Court   or   other
                      Governmental  Authority  shall  have  determined  any
                      Applicable Law  to make illegal  the consummation  of
                      the transactions contemplated hereby or by the  other
                      Sellers Documents, and no proceeding with respect  to
                      the application  of any such  Applicable Law to  such
                      effect shall be pending. 

          12.01  Conditions  Precedent  to Purchaser's  Obligations
                                                                   
                                                                  
                                                                   .    The
                 obligations of  Purchaser to  consummate the  transactions
                 contemplated hereby  shall be subject  to the  fulfillment
                 (or waiver  by Purchaser, in  its sole  discretion) on  or
                 prior  to the  Closing Date  of the  following  additional
                 conditions,  which Sellers  agree to  use reasonable  good
                 faith efforts to cause to be fulfilled: 

                 1.                                
                                                  
                                                   
                      Representations,  Performance.   The  representations
                      and   warranties  of   Sellers  contained   in   this
                      Agreement  and in  the  Other Sellers  Documents  (i)
                      shall be  true and correct  in all  respects (in  the
                      case  of any  representation or  warranty  containing
                      any materiality  qualification)  or  in all  material
                      respects  (in  the  case  of  any  representation  or
                      warranty  without any  materiality qualification)  at
                      and  as  of  the  date  hereof,  and  (ii)  shall  be
                      repeated  and  shall  be  true  and  correct  in  all
                      respects  (in  the  case  of  any  representation  or
                      warranty  containing any  materiality  qualification)
                      or  in all  material respects  (in  the case  of  any



                                       - 52 -
<PAGE>





                      representation  or warranty  without any  materiality
                      qualification) on  and as  of the  Closing Date  with
                      the  same effect  as though  made on  and as  of  the
                      Closing Date.  Sellers shall have duly performed  and
                      complied   in   all  material   respects   with   all
                      agreements and conditions required by this  Agreement
                      and  each  of  the  Other  Sellers  Documents  to  be
                      performed or  complied with by  them prior  to or  on
                      the Closing  Date.  Sellers  shall have delivered  to
                      Purchaser  a   duly  authorized,  properly   executed
                      certificate, dated the Closing Date to the  foregoing
                      effect. 

                 2.   Consents
                              
                             
                              .     Sellers  have  obtained  all   Consents
                      necessary    to    consummate    the     transactions
                      contemplated  hereby, unless  the failure  to  obtain
                      any  such  Consent  would  not  materially  adversely
                      affect the Company or its assets. 

                 3.   No Material  Adverse Effect
                                                 
                                                
                                                 .   No event,  occurrence,
                      fact, condition, change, development or effect  shall
                      have occurred, exist or come to exist since  December
                      31,  1997 that,  individually  or in  the  aggregate,
                      would have a  material adverse effect on the  Company
                      or its assets. 

                 4.   Transfer Documents  and Other Miscellaneous  Matters
                                                                         
                                                                         
                                                                          .
                       Sellers have  delivered to Purchaser,  at or  before
                      the Closing,  the following documents,  all of  which
                      shall be in form and substance reasonably  acceptable
                      to Purchaser and its counsel: 

                      (i)  A  certificate or  certificates for  all of  the
                           Company Shares.   Such  certificate(s) shall  be
                           in form for transfer, duly endorsed in blank  by
                           Sellers,  or  with  appropriate  duly   executed
                           stock transfer powers attached;

                      (ii) Opinion  letter of  McAfee &  Taft, counsel  for
                           Sellers, addressed  to Purchaser  and dated  the
                           Closing Date;

          Error!      iii) All   minute  books,   stock  certificates   and
                           transfer   books,    contracts,   policies    of
                           insurance, tax  returns, records  of every  kind
                           and nature and all other documents and  writings
                           belonging  or relating  to the  Company and  its
                           corporate organization, business and assets;

                      (iv) Certificates,  dated  as  of  the  most   recent
                           practicable date, of  the Secretary of State  of
                           Oklahoma as to the good standing of Company;



                                       - 53 -
<PAGE>






                       (v) The Disclosure Schedule;

                      (vi) Copies of  the Certificate of Incorporation  and
                           By-Laws  of  Company,  certified  as  true   and
                           correct by an officer of Company;

                      (vii)    Such resignations of officers and  directors
                           of Company as Purchaser may request; and

                      (viii)   Such   other   documents   which   Purchaser
                           reasonably  deems necessary  to effectuate  this
                           Agreement. 

                 5.   Certain  Employment Agreements
                                                    
                                                    
                                                    .    Dale  Higganbotham
                      and  Dean Higganbotham  shall have  entered into  the
                      employment agreements described in Section 8.01.

                 6.                                      
                                                         
                                                         
                      Covenant Not  to Compete Agreements.   Sellers  shall
                      have  entered  into  the  Covenant  Not  to   Compete
                      Agreements in the form set forth in Exhibits F,  F-1,
                      F-2, F-3 and F-4. 

                 7.   Subordination Agreement
                                             
                                             .  Sellers shall have  entered
                      into  the   Subordination  Agreement  set  forth   in
                      Exhibit _B_.

                 8.                                                       
                                                                          
                                                                          
                      Cancellation    and   Termination    of    Employment
                                
                               
                                
                      Agreements.    Company and  Dale  Higganbotham,  Dean
                      Higganbotham and Nicholas V. Duncan shall enter  into
                      an  agreement in  form  and content  satisfactory  to
                      Purchaser's   counsel   canceling   and   terminating
                      certain  Employment Agreements  between such  Parties
                      and the Company. 

                 9.   Lease  Between   100  Park  Avenue  Corporation   and
                                                                          
                                                                          
                                                                          
                             
                            
                             
                      Company.  Company  shall have the right to remain  in
                      the facilities located  at 100 Park Avenue,  Oklahoma
                      City, Oklahoma  73102 currently leased from 100  Park
                      Avenue Corporation,  for a period  of six (6)  months
                      from the  date of the Closing  on the same terms  and
                      conditions  contained  in  the  leases  currently  in
                      effect for  such location.   Company  shall have  the
                      right but  not the obligation  to negotiate a  longer
                      term  for   such  premises  with   100  Park   Avenue
                      Corporation on terms  that are mutually agreeable  to
                      both parties.

                 10.  N. Duncan  shall cause Critical Technologies,  L.L.C.
                      to vacate the premises currently shared with  Company
                      at 100  Park Avenue, Oklahoma  City, Oklahoma on  the
                      later  of  April  1,  1998  or  the  Closing  of  the



                                       - 54 -
<PAGE>





                      transaction. 

          12.02  Conditions and Obligations of Sellers
                                                      
                                                      
                                                      .  The obligation  of
                 Sellers  to   consummate  the  transactions   contemplated
                 hereby shall be subject to the fulfillment  (or waiver  by
                 the Sellers in their sole discretion), on or prior to  the
                 Closing  Date,  of the  following  additional  conditions,
                 which  Purchaser  agrees  to  use  reasonable  good  faith
                 efforts to cause to be fulfilled: 

                 1.   Representations,  Performance
                                                   
                                                  
                                                   .   The  representations
                      and  warranties   of  Purchaser   contained  in   the
                      Agreement  or  in the  Other  Sellers  Documents  (i)
                      shall be  true and correct  in all  respects (in  the
                      case  of any  representation or  warranty  containing
                      any  materiality qualification)  or in  all  material
                      respects  (in  the  case  of  any  representation  or
                      warranty  without any  materiality qualification)  at
                      and  as  of  the  date  hereof,  and  (ii)  shall  be
                      repeated  and  shall  be  true  and  correct  in  all
                      respects  (in  the  case  of  any  representation  or
                      warranty  containing any  materiality  qualification)
                      or  in all  material respects  (in  the case  of  any
                      representation  or warranty  without any  materiality
                      qualification) on  and as  of the  Closing Date  with
                      the same  effect as  though made  at and  as of  such
                      date. Purchaser  has duly performed  and complied  in
                      all  material   respects  with  all  agreements   and
                      conditions  required by  this Agreement  and each  of
                      the  Other  Sellers  Documents  to  be  performed  or
                      complied with by it prior to or on the Closing  Date.
                       Purchaser  shall   have  delivered   to  Sellers   a
                      certificate dated the Closing Date and signed by  its
                      duly authorized officer, to the foregoing effect. 

                 2.   Consents and Approvals
                                            
                                            .  Purchaser have obtained  all
                      Consents  necessary to  consummate  the  transactions
                      contemplated hereby. 

                 3.   Consideration  and Other  Miscellaneous Deliveries
                                                                        
                                                                       
                                                                        .  
                      Purchaser  shall  have delivered  to  Sellers  at  or
                      before the Closing,  the following documents, all  of
                      which shall  be in form  and substance acceptable  to
                      Sellers and its counsel: 

                      (i)  A certified or cashiers checks or wire  transfer
                           for  the aggregate  amount to  be paid  to  each
                           Seller  at  the  Closing  pursuant  to   Section
                           2.03(a) hereof;

                      (ii) The Notes as set forth in Section 2.03(b);




                                       - 55 -
<PAGE>





                      (iii)    Certified copies of the corporation  actions
                           taken  by Purchaser  authorizing the  execution,
                           delivery and performance of this Agreement;

                      (iv)     A Certificate of Good Standing for Purchaser
                           from the  Secretary of State  of Delaware  dated
                           no earlier  than forty-five (45)  days prior  to
                           the Closing Date;

                      (v)  Opinion  letter  of Lindhorst  &  Dreidame  Co.,
                           L.P.A.,  counsel  for  Purchaser,  addressed  to
                           Sellers and dated the Closing Date.  

                 4.   Certain  Employment Agreements
                                                    
                                                    
                                                    .    Dale  Higganbotham
                      and  Dean Higganbotham  shall have  entered into  the
                      employment agreements described in Section 8.01. 

                 5.                                       
                                                         
                                                          
                      Covenant  Not to  Compete Agreements.   Sellers  have
                      entered into the  Covenant Not to Compete  Agreements
                      set forth in Exhibits F, F-1, F-2, F-3 and F-4.

                 6.                          
                                             
                      Subordination Agreement.  Sellers shall have  entered
                      into  the   Subordination  Agreement  set  forth   in
                      Exhibit B. 

                 7.                                        
                                                          
                                                           
                      Pay-off Line  of Credit  Indebtedness.   Simultaneous
                      with  the closing,  Company  pays off,  or  Purchaser
                      assumes,  the   Line  of   Credit  Indebtedness   and
                      incident thereto procure  the releases of any of  the
                      Sellers of  their guarantees of  any of  the Line  of
                      Credit Indebtedness. 

                 8.                           
                                              
                                              
                      Other  Seller   Documents.    Purchaser  shall   have
                      entered into  each of the  Other Seller Documents  to
                      which it is a party. 


                                    ARTICLE XIII

          13.01         
                       
                        
                 Closing.   The Closing  of the  sale and  purchase of  the
                 Company  Shares (the  _Closing_) shall  take place  within
                 five  (5)   days  after  the   satisfaction  of  all   the
                 contingencies set  forth herein, but  no later than  March
                 31, 1998 unless such date is extended in order to  satisfy
                 any  governmental   request  relating   to  the   parties'
                 compliance  with the  provisions of  the  HSR Act  at  the
                 offices of Lindhorst  & Dreidame, Cincinnati, Ohio, or  at
                 such other time  and/or place as the parties may  mutually
                 agree upon.  The  Closing shall be deemed effective as  of
                 the  day  of  Closing.   The  day  on  which  the  Closing
                 actually occurs  is herein  sometimes referred  to as  the
                 Closing Date. 



                                       - 56 -
<PAGE>







                                     ARTICLE XIV

          14.    General Provisions
                                   
                                  
                                   . 

          14.01  Further Documents
                                  
                                 
                                  .  The Parties will, upon request at  any
                 time before  or after  Closing, execute,  deliver   and/or
                 furnish  all such  documents and  instruments, and  do  or
                 cause  to be  done all  such acts  and things,  as may  be
                 reasonably necessary to  carry out the purpose and  intent
                 of this Agreement. 

          14.02  Publicity
                          
                         
                          .    Neither   the  Sellers,  nor  Company,   nor
                 Purchaser shall  make any public announcements  concerning
                 this transaction without the prior written consent of  the
                 other  Parties hereto.    Nothing herein  contained  shall
                 restrict Company or Purchaser from communicating with  its
                 employees concerning this  transaction.  Each Party  shall
                 keep such  communication confidential, and  shall use  its
                 best  efforts to  prevent  its respective  employees  from
                 disseminating  such information  to the  public.   Nothing
                 herein  contained shall  prohibit any  disclosure that  is
                 required by law or a court of competent jurisdiction.

          14.03  Expenses
                         
                        
                         .   Except  to the  extent otherwise  specifically
                 provided herein,  Purchaser will bear and  pay all of  its
                 expenses  incident  to the  transactions  contemplated  by
                 this  Agreement which  are incurred  by Purchaser  or  its
                 representatives and Sellers shall bear and pay all of  the
                 expenses  incident  to the  transactions  contemplated  by
                 this Agreement  which were  incurred by  Sellers or  their
                 representatives.  Sellers  agree to cause Company  (either
                 as an  offset to the Purchase  Price or by  reimbursement)
                 to  pay the  cost of  filings  required of  Seller  and/or
                 Purchaser under the HSR Act.

          14.04         
                       
                        
                 Notices.   All notices and  other communications  required
                 by this Agreement shall be in writing and shall be  deemed
                 given if  delivered by hand or  mailed by registered  mail
                 or  certified  mail,  return  receipt  requested,  to  the
                 appropriate party  at the  following address  (or at  such
                 other address for a party as shall be specified by  notice
                 pursuant hereto):

                 (a)  If to Purchaser, to:
                      Pomeroy Computer Resources, Inc.
                      1020 Petersburg Road
                      Hebron, Kentucky  41048






                                       - 57 -
<PAGE>





                      With a copy to:
                      James H. Smith III, Esq.
                      Lindhorst & Dreidame Co., L.P.A.
                      312 Walnut Street, Suite 2300
                      Cincinnati, Ohio  45201-4091

                 (b)  If to Sellers, to:
                      Mr. Nicholas V. Duncan
                      100 Park Avenue, Suite 1200
                      Oklahoma City, Oklahoma  73102

                      With a copy to:
                      Mark E. Burget, Esq.
                      McAfee & Taft
                      Tenth Floor, Two Leadership Square
                      Oklahoma City, Oklahoma  73102

          14.05  Binding  Effect
                                
                               
                                .   Except  as may  be  otherwise  provided
                 herein, this Agreement and all provisions hereof shall  be
                 binding  upon  and  shall inure  to  the  benefit  of  the
                 Parties   hereto  and   their  respective   heirs,   legal
                 representatives,  successors  and  assigns.    Except   as
                 otherwise  provided  in this  Agreement,  no  Party  shall
                 assign  its  rights  or  obligations  hereunder  prior  to
                 Closing without  the prior  written consent  of the  other
                 Party.

          14.06  Headings
                         
                        
                         .   The headings  in this  Agreement are  intended
                 solely  for the  convenience  of reference  and  shall  be
                 given no effect  in the construction or interpretation  of
                 this Agreement. 

          14.07                        
                                       
                                       
                 Schedules and Exhibits.   Schedules and exhibits  referred
                 to in this Agreement constitute and integral part of  this
                 Agreement as  if fully rewritten  herein.  Any  disclosure
                 made on any Schedule or Exhibit delivered pursuant  hereto
                 shall be  deemed to have  been disclosed  for purposes  of
                 any other Schedule or Exhibit required hereby. 

          14.08              
                            
                             
                 Counterparts.  This Agreement may be executed in  multiple
                 counterparts, each of  which shall be deemed an  original,
                 but  all of  which constitute  together one  and the  same
                 document.

          14.09  Governing
                              
                             
                              
                           Law.    This Agreement  shall  be  construed  in
                 accordance with and governed  by the laws of the State  of
                 Oklahoma. 

          14.10  Severability
                             
                            
                             .   If any provision  of this Agreement  shall
                 be held unenforceable,  invalid or void to any extent  for
                 any  reason, such  provision  shall remain  in  force  and
                 effect to  the maximum extent allowable,  if any, and  the



                                       - 58 -
<PAGE>





                 enforceability or validity of the remaining provisions  of
                 this Agreement shall not be affected thereby. 

          14.11  Waivers, Remedies Accumulated
                                              
                                             
                                              .  No waiver of any right  or
                 option hereunder  by any Party shall  operate as a  waiver
                 of  any other  right  or option,  for  the same  right  or
                 option with  respect to  any subsequent  occasion for  its
                 exercise, or of  any right to damages.   No waiver by  any
                 Party  or  any   breach  of  this  Agreement  or  of   any
                 representation or warranty contained herein shall be  held
                 to  constitute  a   waiver  of  any  other  breach  or   a
                 continuation of  the same breach.   All remedies  provided
                 in this Agreement are  in addition to all of the  remedies
                 provided by law.   No waiver of  any of the provisions  of
                 this Agreement shall be valid and enforceable unless  such
                 waiver is in writing and signed by the party granting  the
                 same. 

          14.12  Entire
                                 
                                
                                 
                        Agreement.    This Agreement  and  the  agreements,
                 instruments and other documents to be delivered  hereunder
                 constitute the entire understand and agreement  concerning
                 the subject matter  hereof.  All negotiations between  the
                 Parties hereto are  merged into this Agreement, and  there
                 are    no    representations,    warranties,    covenants,
                 understanding  or   agreements,  oral  or  otherwise,   in
                 relation  thereto between  the  Parties other  than  those
                 incorporated  herein  and  to  be  delivered  hereunder.  
                 Except  as otherwise  expressed  or contemplated  by  this
                 Agreement, nothing expressed or implied in this  Agreement
                 is intended or shall be construed so as to grant or  refer
                 on any person, firm or corporation other than the  Parties
                 hereto   any  rights   or   privileges  hereunder.      No
                 supplement, modification  or amendment  of this  Agreement
                 shall  be  binding  unless  executed  in  writing  by  the
                 Parties hereto. 

          14.13                  
                                
                                 
                 Business Records.   Sellers shall be  permitted to  retain
                 copies of such books and records relating to the  business
                 of Company  as related to the  accounting and tax  matters
                 of the  business, and have access  to all original  copies
                 of records so delivered to Purchaser at reasonable  times,
                 for any reasonable  business purpose, for a period of  six
                 years after the Closing Date.

          14.14  Construction of  Agreement
                                          
                                          
                                           .  In  the event this  Agreement
                 is interpreted by any court of competent jurisdiction,  no
                 Party shall  be deemed the drafter  of this Agreement  and
                 such court  of law shall  not construe  this Agreement  or
                 any provision  thereof against  any Party  as the  drafter
                 thereof. 

          14.15  401(k)  Plan
                             
                             
                             .     Subject  to  the  satisfaction  of   all



                                       - 59 -
<PAGE>





                 applicable  rules under  the Code,  Purchaser shall  cause
                 Company to maintain  its 401(k) Plan for the remainder  of
                 the 1998 fiscal year of Company. 

          14.16           
                         
                          
                 Knowledge.     Whenever  in  this   Agreement  the   terms
                 _knowledge_ or _best  knowledge_ are used with respect  to
                 any  Party, it  shall mean  the  actual knowledge  of  the
                 Party,  or the  officers and  directors  of the  Party  or
                 Company, as applicable.

          IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
          to be duly executed as of the day and year first above written.

                                           PURCHASER:

                                             POMEROY  COMPUTER   RESOURCES,
          INC.


                                                                        By:
          _______________________________

                                           SELLERS:



          ___________________________________
                                          J.  WALTER DUNCAN,  JR.,  Trustee
                                          of  the  J.  Walter  Duncan,  Jr.
                                          Revocable Trust



                 ___________________________________
                                          NICHOLAS V. DUNCAN



                 ___________________________________
                                          JAMES B. KITE, JR.



                 __________________________________
                                          O. DEAN HIGGANBOTHAM



                 __________________________________
                 DALE HIGGANBOTHAM





                                       - 60 -
<PAGE>






                                    ____________________________________
                                          J. WALTER DUNCAN, JR. (solely  as
                                          to  the  provisions  of   Section
                                          11.04)

















































                                       - 61 -