ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE  AGREEMENT (this "Agreement') is made effective as of May 1,
2002, by and between  INTERNATIONAL TEST SYSTEMS,  INC., a Delaware corporation,
with its  principal  place of  business at 16161  College  Oak,  Suite 101,  San
Antonio,  Texas 78249  ("Purchaser" or "Buyer"),  and PENSAR  TECHNOLOGIES,  LLC
("Pensar" or "Seller"),  with its mailing  address at 16161  College Oak,  Suite
101, San Antonio, Texas 78249.

     This Agreement supercedes the Distributorship  Agreement and all amendments
to the  Distributorship  Agreement between Purchaser and Seller.  This Agreement
contemplates  a  transaction  in which the  Purchaser  will  purchase all of the
assets,  including,  but not limited to proprietary  technology that enables the
design and production of hardware and software  products that, when coordinated,
are used to test and  troubleshoot  components  of printed  circuit  boards (the
"Assets")  (excluding all liabilities of Seller unless  otherwise  agreed by the
parties)  from  Seller in return for shares of  Purchaser's  common  stock,  the
assumption of liabilities in the amount of $28,832,  and the forgiveness of debt
in the amount of $10,438.

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
made  herein,  and in  consideration  of the  representations,  warranties,  and
covenants contained herein, the parties agree as follows:

1.   Definitions.  As used in this  Agreement,  the  following  terms  have  the
     meanings indicated:

     1.01.Assets.  The Assets to be sold and  transferred by Seller to Purchaser
pursuant to this Agreement consist of the Assets more  specifically  detailed in
Schedule 1.01 of this  Agreement.  The Assets shall include,  but not be limited
to, the items discussed in sections a-c, the following (irrespective if they are
set forth on Schedule 1.01):

     a. The benefits of all amounts  previously paid by Seller for  advertising,
design fees,  services,  or interest  relating to the Assets, to the extent they
extend or are to be performed after the Closing;

2.   Seller's rights under all contracts relating to the Assets;

     c.  All  trade  secrets,  licenses,   sublicenses,   inventions,   patents,
copyrights,  copyrightable  works,  mask works,  trade  names,  business  names,
trademarks,  trade dress and other intangible  assets used by Seller relating to
software and  hardware  products  used to test and  troubleshoot  components  of
printed circuit boards.

     1.02.  Closing.  The consummation of the transactions  contemplated by this
Agreement.

     1.03.  Liabilities.  Those liabilities of Seller to be assumed by Purchaser
pursuant  to this  Agreement,  which  consist  of those  liabilities  of  Seller
specifically  disclosed  on  Schedule  1.03.  Purchaser  shall  not  assume  any
liabilities,  contingent  or certain of Seller,  unless  disclosed in the manner
provided in this paragraph 1.03. In addition,  Purchaser is not assuming (i) any
expenses, liabilities, or obligations of Seller arising out of the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby (nor may Seller pay any of such  expenses  out of the  Assets),  (ii) any
liabilities  or  obligations  of Seller  relating to taxes  attributable  to the
transactions contemplated hereby or the conduct of Seller's business, except for
any  accrued  sales tax  attributable  to this asset  acquisition,  or (iii) any
obligation of Seller to pay a fee to any agent, broker, or finder.

     1.04.  Material  Adverse Effect.  Any change in the financial  condition or
operation  of the  business  that  would  materially  effect  Seller's  business
adversely,  including,  but not  limited  to,  material  changes to  management,
business conditions, or financial standing.

     2.  Agreement to Sell and Purchase.  Subject to the terms and conditions of
this  Agreement,  Purchaser  agrees  to  purchase,  and  Seller  agrees to sell,
transfer,  convey, assign, and deliver to Purchaser at Closing, the Assets, free
and clear of all liabilities, liens, conditions, and encumbrances,  except those
liabilities listed in Schedule 1.03.

<PAGE>

     2.01. The Closing.  The Closing of the  transactions  contemplated  by this
Agreement shall be effective upon the execution date of this Agreement.

     3.  Purchase  Price.  The  purchase  price in  consideration  of the  sale,
transfer,  conveyance,  assignment,  and  delivery  of the Assets to  Purchaser,
subject to the terms and conditions of this  Agreement,  shall be 300,000 shares
of  Purchaser's  common stock,  the  assumption of  liabilities of Seller in the
amount  of  $28,832,  and the  forgiveness  of  commissions  owed by  Seller  to
Purchaser in the amount of $10,438.

     3.01.  Consideration.  The  consideration  of 300,000 shares of Purchaser's
common stock, the assumption by Purchaser of Seller liabilities in the amount of
$28,832,  and the forgiveness of commissions  owed by Seller to Purchaser in the
amount  of  $10,438  shall  constitute  all of the  consideration  to be paid by
Purchaser in connection with the transactions contemplated by this Agreement.

     4. Assumption of Liabilities. In connection with the purchase of the Assets
hereunder,  Purchaser  hereby  specifically  assumes only those  Liabilities  of
Seller specifically  disclosed on Schedule 1.03.  Purchaser shall not assume any
liabilities,  contingent or certain, of Seller except pursuant to the provisions
of Section 1.03. and this Section 4 of this Agreement.

     5.  Representations  and  Warranties  of  Seller.   Seller  hereby  agrees,
represents,  and warrants to Purchaser, on the date of this Agreement and on the
Closing Date, as follows:

     5.01. Intellectual Property. Seller hereby agrees, represents, and warrants
to Purchaser, on the date of this Agreement as follows:

     5.01.01.  Seller is the  beneficial  owner of the  Assets  and has good and
     marketable  title to and the absolute right to sell,  assign,  and transfer
     the  Assets  to  Purchaser,  free  and  clear  of any  interests,  security
     interest,  claims,  liens,  pledges,  penalties,   charges,   encumbrances,
     buy-sell agreements,  or other rights of any party whatsoever of every kind
     and character  except those items listed in Schedule 1.03. Upon delivery of
     and payment of the purchase price in accordance with this  Agreement,  good
     and  marketable  title thereto  shall be delivered to  Purchaser,  free and
     clear  of  any  interest,   security  interest,   claims,  liens,  pledges,
     penalties, charges,  encumbrances,  buy-sell agreements, or other rights of
     any party  whatsoever.  Each item of intellectual  property  ("Intellectual
     Property")  owned  or used  by  Seller  immediately  prior  to the  Closing
     hereunder  will be owned or  available  for use by the  Buyer on  identical
     terms and  conditions  immediately  subsequent  to the  Closing  hereunder.
     Seller has taken all necessary and desirable action to maintain and protect
     each item of Intellectual Property that it owns or uses.

     5.01.02.  Seller has not interfered with, infringed upon,  misappropriated,
     or otherwise come into conflict with any  Intellectual  Property  rights of
     third parties, and Seller has never received any charge, complaint,  claim,
     demand,   or  notice   alleging   any  such   interference,   infringement,
     misappropriation,  or  violation  (including  any claim  that  Seller  must
     license or refrain from using any Intellectual Property rights of any third
     party).   No   third   party   has   interfered   with,   infringed   upon,
     misappropriated,  or otherwise  come into  conflict  with any  Intellectual
     Property rights of Seller.

     5.01.03. Schedule 5.01.03 identifies each patent,  trademark,  registration
     or  copyright  registration  issued to Seller  with  respect  to any of its
     Intellectual  Property,  identifies  each  pending  patent  application  or
     application for  registration  which Seller has made with respect to any of
     its Intellectual Property, and identifies each license, agreement, or other
     permission  which Seller has granted to any third party with respect to any
     of its Intellectual  Property  (together with any  exceptions).  Seller has
     delivered  to the Buyer  correct and complete  copies of all such  patents,
     registrations,  applications,  licenses,  agreements,  and  permissions (as
     amended to date) and has made  available to the Buyer  correct and complete
     copies  of  all  other  written  documentation   evidencing  ownership  and
     prosecution  (if  applicable)  of each such  item.  Schedule  5.01.03  also
     identifies each trade name,  trademark or service mark,  whether registered
     or  unregistered,  used by Seller in connection with any of its businesses.
     With  respect  to  each  item  of  Intellectual  Property  required  to  be
     identified in Schedule 5.01.03:

<PAGE>

     (a) Seller solely  possesses  all rights,  title and interest in and to the
     assets,  free  and  clear  of any  security  interest,  license,  or  other
     restriction;

     (b) the Assets are not  subject to any  outstanding  injunction,  judgment,
     order, decree, ruling, or charge;

     (c) no action, suit, proceeding, hearing, investigation, charge, complaint,
     claim,  or demand is pending or threatened  which  challenges the legality,
     validity, enforceability, use, or ownership of the Assets;

     (d)  Seller has never  agreed to  indemnify  any  person or persons  for or
     against any interference, cancellation, infringement,  misappropriation, or
     other conflict with respect to the Assets.

     (e) Seller  does  hereby  agree to sign and  otherwise  execute any further
     documents or instruments  which may be necessary,  lawful and proper in the
     preparation, filing, prosecution,  issuance or registration of any patents,
     trademarks or copyrights relating to or arising from the Assets,  including
     , without limitation, any continuation, continuation in part, substitution,
     divisional,  reissue, renewal, opposition,  cancellation, term extension or
     enforcement action.

     5.02.  Due  Authorization;  Consent of Third  Parties.  Seller has the full
right,  power, legal capacity,  and authority to enter into and perform Seller's
obligations under this Agreement.  Seller does not need the consent of any third
parties  to execute  this  Agreement.  This  Agreement  constitutes  a legal and
binding  obligation of Seller,  and is valid and  enforceable  against Seller in
accordance with its terms.

     5.03.  Absence of Liens.  The Assets are free and clear of  restrictions on
any security interest or conditions to transfer or assignment,  and are free and
clear of liens, pledges, charges, encumbrances, equities, claims, conditions, or
restrictions, except for any lien for current taxes not yet due and payable.

     5.04. Litigation. There is not any suit, action, arbitration,  mediation or
legal,  administrative,  or  other  proceeding  or  governmental  investigation,
pending  or,  to the  best of  Seller's  knowledge,  threatened  (in the form of
threats made to representatives  of Seller),  against or affecting Seller or any
of the Assets.

     5.05. Insurance. Seller is not in default with respect to any provisions of
any insurance  policy or indemnity bond and has not failed to give any notice or
present  any claim  thereunder  in due and  timely  fashion,  which  failure  or
failures  to give such  notice or present  such  claim,  individually  or in the
aggregate, could materially adversely affect the Assets.

     5.06. Contracts,  Agreements and Instruments.  Schedule 5.06 accurately and
completely  sets forth the following  contracts and agreements  which Seller has
furnished to Purchaser:

          5.06.01. True and correct copies of all material contracts, agreements
     and other instruments; and

          5.06.02.  True  and  correct  written  descriptions  of  all  service,
     material supply,  distribution,  agency, financing or other arrangements or
     understandings.


<PAGE>

     Except  for  matters  which,  in the  aggregate,  would not have a Material
Adverse Effect or are otherwise disclosed in the Agreement,  to the knowledge of
Seller, no other party to any such contract, agreement,  instrument,  leases, or
license  is now in  violation  or  breach  of, or in  default  with  respect  to
complying  with,  any  material  provision  thereof,  and  each  such  contract,
agreement,  instrument,  lease, or license  contained in the Schedules  attached
hereto  is in full  force  and  effect  and is the  legal,  valid,  and  binding
obligation of the parties  thereto and is  enforceable  as to them in accordance
with its terms.

     5.07.  Permits and Licenses.  Seller has all permits,  licenses,  and other
similar  authorizations  necessary  for the conduct of its business as now being
conducted by it, and it is not in default in any respect under any such permits,
licenses,  or  authorizations.   All  permits,   licenses,   and  other  similar
authorizations  necessary  for the  conduct of  Seller's  business  as now being
conducted by them as set forth in Schedule 5.07.

     5.08. No Defaults.  The  consummation of the  transactions  contemplated by
this  Agreement  will not result in or constitute  any of the  following:  (i) a
breach of any term or provision  of any other  agreement of Seller that will not
be waived  or  released  at  Closing;  (ii) an event  that will not be waived or
released at Closing and that would permit any party to terminate  any  agreement
or to accelerate the maturity of any indebtedness or other obligation of Seller;
(iii) the creation or imposition of any lien,  charge,  or encumbrance on any of
the Assets;  or (iv) a  violation  of any law or any rule or  regulation  of any
administrative  agency or governmental  body of any order,  writ,  injunction or
decree of any court,  administrative agency or governmental body to which Seller
is subject.

     5.09. No Prohibited Payments.  Neither Seller nor any employee, or agent of
Seller,  has made or  authorized  any payment of funds of Seller or on behalf of
Seller  prohibited by law, and no funds of Seller have been set aside to be used
for any payment prohibited by law.

     5.10.  Completeness  of Disclosure.  No  representation  or warranty and no
Schedule,  Exhibit,  or certificate  prepared by Seller  pursuant  hereto and no
statement made or other  document  prepared by Seller and furnished to Purchaser
by Seller contains any untrue statement of a material fact or omits or will omit
any material fact  necessary in order to make the statements  contained  therein
not misleading.

     6.  Representations  and Warranties of Purchaser.  Purchaser hereby agrees,
represents, and warrants to Seller, on the date of this Agreement as follows:

     6.01.  Organization.  Purchaser is a corporation duly organized and validly
existing under the laws of the jurisdiction of its incorporation.

     6.02. Due  Authorization;  Third Party  Consents.  Purchaser has the right,
power,  legal capacity,  and authority to enter into and perform its obligations
under this Agreement and to perform its  obligations  hereunder.  This Agreement
constitutes a legal and binding  obligation of the  Purchaser,  and is valid and
enforceable in accordance with its terms.

     7.  Conditions to  Obligations of Purchaser.  The  obligations of Purchaser
under this Agreement are subject,  at the option of Purchaser,  to the following
conditions:

     7.01.  Closing  Documents.  In  connection  with the Closing,  Seller shall
deliver to Purchaser the following items:

     7.01.01. Bills of sale, endorsements, assignments, drafts, checks and other
     instruments of transfer in form and substance  reasonably  satisfactory  to
     Purchaser  and its  counsel  in order to  transfer  all  right,  title  and
     interest in the Assets to Purchaser;

     7.01.02. Original evidences of title or ownership of the Assets;

     7.01.03. Original data and records relating to the Assets;


<PAGE>

     7.01.04. Evidence (including, if applicable,  the delivery of duly executed
     UCC-3 Termination  Statements) reasonably satisfactory to Purchaser and its
     counsel, of the satisfaction and discharge by Seller of all existing liens,
     claims,  and  encumbrances  upon  or  affecting  the  Assets.   Such  other
     instruments  and documents in form and content  reasonably  satisfactory to
     counsel  for  Purchaser,   as  may  be  necessary  or  appropriate  to  (i)
     effectively  transfer  and  assign  to  and  vest  in  Purchaser  good  and
     marketable  title to the Assets and/or to consummate  more  effectively the
     transactions  contemplated  hereby and (ii) in order to enable Purchaser to
     determine  whether  the  conditions  to  Seller's  obligations  under  this
     Agreement  have been met and otherwise to carry out the  provisions of this
     Agreement.

     7.02. Contractual Consents Needed. The parties to this Agreement shall have
obtained at or prior to the Closing all consents  required for the  consummation
of the  transactions  contemplated  by this  Agreement  from  any  party  to any
contract, agreement, instrument, license, arrangement, or understanding to which
any of  them  is a  party,  or to  which  any of  their  respective  businesses,
properties,  or assets are subject,  except  where the failure  would not have a
Material Adverse Effect.

     8.  Conditions to  Obligations of Seller.  The  obligations of Seller under
this  Agreement  are  subject,  at  the  option  of  Seller,  to  the  following
conditions:

     8.01.  Board  Approval.  The Board of  Directors  of  Purchaser  shall have
approved the transactions contemplated herein.

     9.  Covenants  and  Agreements  of Seller.  Seller  covenants and agrees to
execute assignments to reflect the assignment of Intellectual Property.

     10. Miscellaneous.


     10.01.  Further  Actions.  At any time and from time to time,  the  parties
agree,  at their  expense,  to take such actions and to execute and deliver such
documents  as may be  reasonably  necessary to  effectuate  the purposes of this
Agreement.

     10.02. Availability of Equitable Remedies. Since a breach of the provisions
of this Agreement  could not  adequately be  compensated  by money damages,  the
parties shall be entitled before, and only before,  Closing,  in addition to any
other right or remedy  available  to them,  to an  injunction  restraining  such
breach or a threatened breach and to specific  performance of any such provision
of this  Agreement;  and in  either  case,  no bond or other  security  shall be
required in connection therewith, and the parties hereby consent to the issuance
of such an injunction and to the ordering of specific performance.

     10.03. Survival. The covenants, agreements, representations, and warranties
contained in or made pursuant to this Agreement shall survive for a period of 15
months from the Closing date,  irrespective of any  investigation  made by or on
behalf of any party (the "Survival Date"). No claim for  indemnification  may be
brought  pursuant to this  Section  10.03 unless  asserted by written  notice as
provided herein by the party claiming  indemnification on or before the Survival
Date.

     10.04. Modification.  The Agreement and the schedules and exhibits attached
hereto set forth the entire  understanding  of the parties  with  respect to the
subject matter hereof  supersede all existing  agreements  among them concerning
such  subject  matter,  and may be modified  only by a written  instrument  duly
executed by the Parties.

         10.05. Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested (or by the most nearly comparable method if mailed from
or to a location outside of the United States),  or delivered against receipt to
the party to whom it is to be given at the  address  of such  party set forth in
the  preamble  or  signature  pages  to this  Agreement.  Any  notice  or  other
communication  given by certified mail (or by such  comparable  method) shall be
deemed  given at the time of mailing (or  comparable  act),  except for a notice
changing a party's  address,  which will be deemed  given at the time of receipt
thereof.
<PAGE>


         10.06.  Waiver. Any waiver by any party of a breach of any provision of
this Agreement  shall not operate as or be construed to be a waiver of any other
breach  of that  provision  or of any  breach  of any  other  provision  of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this  Agreement  on one or more  occasions  will not be  considered  a waiver or
deprive that party of the right  thereafter  to insist upon strict  adherence to
that term or any other term of this  Agreement.  Any  waiver  must be in writing
and, in the case of a corporate  party,  be  authorized  by a resolution  of the
Board of Directors or by an officer of the waiving party.

     10.07.  Binding  Effect.  The provisions of this Agreement shall be binding
upon and inure to the benefit of each party's  respective  successors,  assigns,
heirs, and personal representatives.

     10.08. No Third-Party  Beneficiaries.  This Agreement does not create,  and
shall not be construed as creating,  any rights  enforceable by any person not a
party to this Agreement.

     10.09.  Severability.  If any  provision  of  this  Agreement  is  invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in effect,
and if any provision is  inapplicable  to any person or  circumstance,  it shall
nevertheless remain applicable to all other persons and circumstances.

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

     10.11.  Counterparts,  Governing Law. This Agreement may be executed in any
number of  counterparts,  each of which shall be deemed an original,  but all of
which  together  shall  constitute  one and the  same  instrument.  It  shall be
governed  by and  construed  in  accordance  with the laws of the State of Texas
without giving effect to conflict of laws.

     10.12.  Indemnification.  Seller shall indemnify,  defend and hold harmless
Purchaser and each of its officers,  directors,  agents and affiliates  from and
against any damage, loss, claim, liability, cost or expense,  including fees and
disbursements   of  counsel,   accountants,   experts   and  other   consultants
(collectively,  "Damages"),  resulting  from,  arising  out  of,  based  upon or
occasioned by any  misstatement or omission from any  representation  by, or any
breach of warranty, covenant or agreement of Seller contained herein.

     10.13. Indemnification Procedures.  Promptly after receipt by Purchaser, on
the one hand, or Seller on the other hand (in any such case, the  "Indemnitee"),
of notice of any action, suit, proceeding,  audit, claim or potential claim (any
of which is hereinafter  individually  referred to as a  "Circumstance"),  which
could give rise to a right to  indemnification  for damages  pursuant to Section
10.12,  the Indemnitee  shall give the party who may become obligated to provide
indemnification  hereunder  (the  "Indemnitor")  written  notice  describing the
Circumstance in reasonable  detail;  provided,  that failure of an Indemnitee to
give such notice to the Indemnitor  shall not relieve the Indemnitor from any of
its indemnification  obligations  hereunder unless (and then only to the extent)
that the failure to give such notice  prejudices the defense of the Circumstance
by the Indemnitee.  Such Indemnitor shall have the right, at its option and upon
its  acknowledgment  to the  Indemnitee of  Indemnitor's  liability to indemnify
Indemnitee in respect of such asserted  liability,  to compromise or defend,  at
its own expense and by its own counsel,  any such matter  involving the asserted
liability  of the  Indemnitee;  provided,  that any such  compromise  (i)  shall
include as an  unconditional  term  thereof  the giving by the  claimant  or the
plaintiff to such  Indemnitee of a release from all liability in respect of such
claim and (ii)  shall not  result in the  imposition  on the  Indemnitee  of any
remedy other than monetary damages to be paid in full by the Indemnitor pursuant
to this Section 10.13. If any indemnitor shall undertake to compromise or defend
any such asserted  liability,  it shall  promptly  notify the  Indemnitee of its
intention  to do so,  and  the  Indemnitee  agrees  to,  and to  cause  its  own
independent  counsel to,  cooperate fully with the Indemnitor and its counsel in
the  compromise  of,  or  defense  against,  any such  asserted  liability.  All
reasonable  out-of-pocket  costs and  expenses  incurred  by the  Indemnitee  in
connection with such cooperation (including,  without limitation, the reasonable
fees and expenses of the Indemnitee's own independent counsel) shall be borne by
the Indemnitor. In any event, the Indemnitee shall have the right to participate
with its own counsel (the reasonable fees and expenses of which will be borne by
Indemnitor)  in the defense of such  asserted  liability;  provided that if with
respect  to a  Circumstance,  Indemnitor  shall have  acknowledged  Indemnitor's
liability to indemnify  Indemnitee  if and to the extent of any loss arising out
of such  Circumstance and Indemnitor shall be diligently  defending such matter,
Indemnitor  shall  not be  obligated  to  indemnify  Indemnitee  for the cost of
Indemnitee's  participation in such defense,  including Indemnitee's  attorney's
fees. Under no circumstances  shall the Indemnitee  compromise any such asserted
liability without the written consent of the Indemnitor (which consent shall not
be unreasonably withheld), unless the Indemnitor shall have failed or refused to
undertake the defense of any such asserted  liability after a reasonable  period
of time has  elapsed  following  the notice of a  Circumstance  received by such
Indemnitor pursuant to this Section 10.13.
<PAGE>

         10.14 Right to Set-Off.  Purchaser  shall have the right to set off any
Damages, as defined in Section 10.12, against the amount to be paid by Purchaser
pursuant to Section 3.01 hereof.

         IN WITNESS  WHEREOF,  the parties  have duly  executed  this  Agreement
effective as of the date written in the preamble of this Agreement.



                                            INTERNATIONAL TEST SYSTEMS, INC.



                                            By: /s/ Carey G. Birmingham
                                               ---------------------------------
                                            Name:Carey G. Birmingham
                                            Title:   President

                                            PENSAR TECHNOLOGOIES, LLC


                                            By: /s/ Carey G. Birmingham
                                               ---------------------------------
                                            Name:Carey G. Birmingham
                                            Title:     President



<PAGE>

                                  SCHEDULE 1.01


                                 List of Assets


     Technology, including Intellectual Property, Copyrights and trademarks know
     as the  CircuiTest  2000S and 2100  In-Circuit  Test System (See:  Schedule
     5.01.03 attached hereto).

     Inventory of parts and Completed  CircuiTest Systems in the Inventory dated
     May 1, 2002.

     Accounts Receivable of $3,000


<PAGE>
                                  SCHEDULE 1.03


                               Assumed Liabilities

         Name:                              Balance as of May 1, 2002

         Citibank MasterCard                         $13,902
         US Bank Visa                                $11,505
         Office Max Credit Card                      $ 1,583
         Dell Financial                              $ 1,404
         American Express                            $   438
         TOTAL                                       $28,832

<PAGE>

                                SCHEDULE 5.01.03.


                              Intellectual Property


That  property,  including  any and all  copyrights,  patents  and  intellectual
property which  constitutes the family of Products  designed and manufactured by
Pensar  Technologies,  LLC  known  at the  CircuiTest  2000S  and  2100  Scanner
Expansion and 2100 Shorts/Opens Adapter Interface (S/OAI).

<PAGE>


                                  SCHEDULE 5.06


                            Material Contracts, etc.



                                      None



<PAGE>

                                  SCHEDULE 5.07


                              Permits and Licenses


                                      None