SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(MARK ONE)

  X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
-------                                                         
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended March 31, 1998

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the Transition period from                    to
                       Commission File Number: 33-15097-D
                          SYNAPTIX SYSTEMS CORPORATION
             (Exact name of registrant as specified in its charter)

                 Colorado                               84-10457105
         (State or other Jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                Identification Number)


           18333 Egret Bay Boulevard
            Suite 270, Houston, Texas                          77058
       (Address of Principal Executive Offices)               (Zip Code)

       Registrant's telephone number, including area code: (281) 335-4964

         2450 South Shore Boulevard
         Suite 210, Houston, Texas   77573         (281) 334-0405
          (Former Address, Zip Code, and Telephone Number)

         Check whether the issuer (1) has filed all reports required to be filed
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.
                                                            Yes    X         No

                      APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
stock as of the latest practicable date.

Common Stock, $.003 Par Value                      15,665,492
                                      (Shares outstanding as of March 31, 1998)

Transitional Small Business Disclosure Format (Check One)   Yes       No     X

                                        1

<PAGE>



                          SYNAPTIX SYSTEMS CORPORATION
                          (A Development Stage Company)
                 QUARTERLY REPORT ON FORM 10-QSB FOR THE INTERIM
                           PERIOD ENDED March 31, 1998

                                TABLE OF CONTENTS
                                                                         Page
                                                                        Number
Part I.   Financial Information

Item I.   Financial Statements

          Balance Sheets at March 31, 1998 and June 30, 1997............... 4

          Statements of Operations for the Nine Months Ended March 31, 1998
          and 1997..........................................................5

          Statements of Changes in Stockholders' Deficit for the Year Ended
          June 30, 1997 and Nine Months Ended March 31, 1998................6

          Statements of Cash Flows for the Nine Months Ended March 31,
          1998 and 1997.....................................................7

          Notes to  Financial Statements....................................8

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.............................................8

Part II.  Other Information

Item 1.   Legal Proceedings.................................................12

Item 2.   Disposition of Assets.............................................12

Item 5.   Other Information ................................................13

          Subsequent Events.................................................14

Item 6.   Resignation of Directors..........................................15

Item 7.   Exhibits and Reports on Form 8-K..................................15

          Signatures........................................................15

                                        2

<PAGE>


                                 SMITH & COMPANY
                          A PROFESSIONAL CORPORATION OF
                          CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS OF:                                   10 WEST 100 SOUTH, SUITE 700
AMERICAN INSTITUTE OF                         SALT LAKE CITY, UTAH 84101
     CERTIFIED PUBLIC ACCOUNTANTS             TELEPHONE:       (801) 575-8297
UTAH ASSOCIATION OF                           FACSIMILE:       (801) 575-8306
     CERTIFIED PUBLIC ACCOUNTANTS             E-MAIL: smith&co@smithandcocpa.com
--------------------------------------------------------------------------------



                          INDEPENDENT AUDITOR'S REPORT


The Board of Directors and Shareholders
Synaptix Systems Corporation
Houston, Texas

The accompanying  balance sheet of Synaptix Systems  Corporation as of March 31,
1998 and the  related  statements  of  operations,  and cash  flows for the nine
months  ended  March 31,  1998 and 1997 and  shareholders'  deficit for the nine
months ended March 31, 1998 were not audited by us and,  accordingly,  we do not
express an opinion on them.

The balance sheet as of June 30, 1997 and the statement of stockholders' deficit
for the  year  ended  June 30,  1997  were  audited  by us and we  expressed  an
unqualified  opinion  on them in our  report  dated  October  7, 1997 which also
contained a going  concern  paragraph,  but we have not  performed  any auditing
procedures since that date.


                                                      /s/ Smith & Company
                                                 CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
May 11, 1998


                                        3

<PAGE>



                          SYNAPTIX SYSTEMS CORPORATION
                          (A Development Stage Company)
                                 Balance Sheets



<TABLE>
<CAPTION>
                                                                                   March 31, 1998         June 30, 1997
                                                                                     (Unaudited)            (Audited)
                                                                                  -----------------     -----------------
ASSETS
Current Assets:
<S>                                                                               <C>                   <C>              
     Cash and cash equivalents                                                    $           1,563     $             989
     Prepaid expenses                                                                         4,812                72,770
                                                                                  -----------------     -----------------

                                                          Total Current Assets                6,375                73,759

PROPERTY, PLANT, & EQUIPMENT                                                                 86,769               100,873
                                                                                  -----------------     -----------------

                                                                  Total Assets    $          93,144     $         174,632
                                                                                  =================     =================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:

     Accounts payable and accrued liabilities                                     $         377,642     $         163,373
     Loans payable - related parties                                                        433,093                     0
     Current portion of lease                                                                     0                 1,099
                                                                                  -----------------     -----------------

                                                     Total Current Liabilities              810,735               164,472
     Long-term lease                                                                              0                 1,239
                                                                                  -----------------     -----------------
                                                             Total Liabilities              810,735               165,711

Stockholders' Equity (Deficit):

     Preferred Stock - $1 par value 10,000,000  shares  authorized;
         0 shares of
         Series A Voting Preferred Stock
         outstanding at March 31, 1998 and June 30, 1997                                          0                     0

     Common Stock - $.003 par value,  25,000,000 shares  authorized;  
         15,665,492
         shares issued and outstanding at March 31, 1998
         and 15,473,700 shares issued and outstanding at June 30, 1997                       46,996                46,421

     Additional paid-in capital                                                           5,448,227             5,337,647
     Retained earnings (deficit)                                                         (6,012,814)           (5,175,147)
     Stock subscription receivable                                                         (200,000)             (200,000)
                                                                                  -----------------     -----------------

                                          Total Stockholders' Equity (Deficit)             (717,591)                8,921
                                                                                  -----------------     -----------------

                                    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $          93,144     $         174,632
                                                                                  =================     =================
</TABLE>


               See Accompanying Notes to the Financial Statements.

                                        4

<PAGE>



                          SYNAPTIX SYSTEMS CORPORATION
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                             Nine Months Ended
                                                                                                 March 31,
                                                                                        1998                  1997
                                                                                     (Unaudited)           (Unaudited)
                                                                                  -----------------     -----------------
<S>                                                                               <C>                   <C>              
REVENUES                                                                          $               0     $               0

Cost and Expenses:                                                                          837,667                76,026
                                                                                  -----------------     -----------------

                                                      Total Costs and Expenses              837,667                76,026
                                                                                  -----------------     -----------------

Income (loss) from Continuing Operations:                                                  (837,667)              (76,026)

     Income tax expense (benefit)                                                                 0                     0
                                                                                  -----------------     -----------------

                                                             Net Income (Loss)    $        (837,667)    $         (76,026)
                                                                                  =================     =================

                                                       Income (Loss) Per Share    $            (.05)    $            (.14)
                                                                                  =================     =================
</TABLE>




               See Accompanying Notes to the Financial Statements.

                                        5

<PAGE>



                          SYNAPTIX SYSTEMS CORPORATION
                          (A Development Stage Company)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                    For Year Ended June 30,1997 (audited) and
                    For the Nine Months Ended March 31, 1998
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                                                          Total
                                                                                            Additional     Retained    Stockholders'
                                             Common                     Preferred             Paid-In      Earnings      Equity
                                    Shares          Amount        Shares         Amount       Capital      (Deficit)      (Deficit)
                                   ----------     -----------   ----------    -----------   -----------   -----------    ----------

<S>                                <C>            <C>              <C>        <C>           <C>           <C>            <C>        
BALANCES AT JUNE 30, 1996              39,668     $       119      174,865    $   174,865   $ 4,610,729   $(4,826,922)   $  (41,209)

Sale of restricted common stock
   for cash                         1,217,500           3,652                                                                 3,652
Issuance of restricted common stock
   for expenses                        58,334             175                                    20,825                      21,000
Issuance of common stock for
   preferred shares                   174,865             525     (174,865)      (174,865)      174,340
Sale of common stock (Regulation
   S) for stock subscription        2,000,000           6,000                                   194,000
Sale of common stock (S-8) for
   cash and services                6,750,000          20,250                                   251,500                     271,750
Sale of restricted common stock for
   cash, assets, and expenses       2,250,000           6,750                                    27,000                      33,750
Issuance of restricted common stock
   for assets and expenses          3,000,000           9,000                                    69,203                      78,203
Cancellation of restricted stock      (16,667)            (50)                                   (9,950)                    (10,000)

Net loss                                                                                                     (348,225)     (348,225)
                                   ----------     -----------   ----------    -----------   -----------   -----------    ----------

BALANCES AT JUNE 30, 1997          15,473,700          46,421            0              0     5,337,647    (5,175,147)        8,921

Sale of restricted common stock for
   cash                                20,000              60                                    15,940                      16,000
Issuance of restricted common stock
   to pay accounts payable            100,000             300                                    16,749                      17,049
Cancellation of restricted stock       (6,333)            (19)                                                                  (19)
Issuance of common stock (S-8)
   for services                        78,125             234                                    77,891                      78,125

Net loss                                                                                                     (837,667)     (837,667)
                                   ----------     -----------   ----------    -----------   -----------   -----------    ----------

BALANCES AT March 31, 1998         15,665,492     $    46,996            0    $         0   $ 5,448,227   $(6,012,814)   $ (717,591)
                                   ==========     ===========   ==========    ===========   ===========   ===========    ==========
</TABLE>


               See Accompanying Notes to the Financial Statements.

                                        6

<PAGE>



                          SYNAPTIX SYSTEMS CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                  Nine Months Ended
                                                                                                      March 31,
                                                                                             1998                  1997
                                                                                      ------------------    ------------------
CASH FLOWS OPERATING ACTIVITIES:
<S>                                                                                   <C>                   <C>                
     Net (loss)                                                                       $         (837,667)   $          (76,026)
     Adjustments to reconcile net (loss) to net cash used in
         operating activities:
              Depreciation                                                                        22,079                     0
              Stock issued for expenses                                                           78,125                21,000
     Changes in Assets and Liabilities:
              Prepaid expenses                                                                    67,958                     0
              Accounts payable and accrued expenses                                              231,299                31,207
                                                                                      ------------------    ------------------

                                              Net Cash Used by Operating Activities             (438,206)              (23,819)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment                                                                        (7,975)                    0
                                                                                      ------------------    ------------------

                                              Net Cash Used by Investing Activities               (7,975)                    0

CASH FLOWS FROM FINANCING ACTIVITIES:
     Sale of common stock                                                                         16,000                 3,652
     Loans                                                                                       433,093                23,900
     Loan repayments                                                                              (2,338)                    0
                                                                                      ------------------    ------------------
                                          Net Cash Provided by Financing Activities              446,755                27,552
                                                                                      ------------------    ------------------

                                                               Net Increase in Cash                  574                 3,733

CASH AT BEGINNING OF YEAR                                                                            989                     0
                                                                                      ------------------    ------------------

CASH AT END OF PERIOD                                                                 $            1,563    $            3,733
                                                                                      ==================    ==================

SUPPLEMENTAL CASH FLOW INFORMATION
     Interest paid                                                                    $               46    $                0
     Income taxes paid                                                                                 0                     0
                                                                                      ------------------    ------------------

                                                                                      $               46    $                0
                                                                                      ==================    ==================
</TABLE>



               See Accompanying Notes to the Financial Statements.

                                        7

<PAGE>



                          SYNAPTIX SYSTEMS CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1998


1.       Basis of Presentation

         The  financial   statements  of  Synaptix   Systems   Corporation  (the
"Company"),  included herein, are unaudited for all periods ended March 31, 1998
and  1997.  They  reflect  all  adjustments   (consisting  of  normal  recurring
adjustments) which are, in the opinion of management, necessary to fairly depict
the results for the periods presented. Certain information and note disclosures,
normally included in financial  statements prepared in accordance with generally
accepted accounting principles, have been condensed or omitted pursuant to rules
and regulations of the Securities and Exchange Commission.  It is suggested that
these  financial  statements be read in conjunction  with the audited  financial
statements for the years ended June 30, 1996 and 1997, which are included in the
Company's  annual report.  The Company believes that the disclosures made herein
are adequate to make the information presented not misleading.

2.       Earnings per Common and Common Equivalent Share

         Earnings per common and common equivalent share is based on the average
number of common shares and dilutive  common share  equivalents  outstanding for
the nine months ended March 31, 1998 and 1997.

Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

         The following discussion contains forward-looking statements within the
meaning of Section 21E of the Securities  Exchange Act of 1934, as amended,  and
Section 27A of the  Securities  Act of 1933,  as amended,  and is subject to the
safe harbors created by those sections.  These forward-  looking  statements are
subject to significant  risks and  uncertainties,  including those identified in
the  section of this Form  10-QSB  and in the  Company's  Annual  Report on Form
10-KSB,  filed with the SEC on November 4, 1997,  which may cause actual results
to differ materially from those discussed in such forward-looking statement. The
forward-looking  statements within this Form 10-QSB are identified by words such
as  "believes,"  "anticipates,"  "expects,"  "intends,"  "may" and other similar
expressions.  However,  these words are not the exclusive  means of  identifying
such  statements.  In  addition,  any  statements  which refer to  expectations,
projections or other  characterizations  of future events or  circumstances  are
forward  looking  statements.  The Company  undertakes no obligation to publicly
release the results of any revisions, to these forward-looking  statements which
may be made to  reflect  events or  circumstances  occurring  subsequent  to the
filing of this Form 10-QSB with the Securities and Exchange Commission.  Readers
are urged to carefully  review and consider the various  disclosures made by the
Company  in this  report  and in the  Company's  other  reports  filed  with the
Securities and Exchange  Commission,  including its Form 10-KSB, that attempt to
advise interested parties of the risks and factors that may affect the Company's
business.


                                        8

<PAGE>



Introduction

         During the period ended March 31, 1998, the Company had been engaged in
the development of software  products which were directed to the retail consumer
market,  and certain of the  Company's  software  products  were directed to the
corporate market. With respect to the Company's corporate software products, the
Company  had  anticipated  that it  would  be able to  provide  related  systems
integration  and  networking  services  in  connection  with the  license of its
corporate software products. In March 1998, management entered into an agreement
to sell all of its right,  title and interest in its  intellectual  property and
reposition itself as a company engaged in the oil and gas services industry.
         In March  1998,  the Company  commenced  negotiations  with  Mobilelink
Communications,  Inc. ("Mobile") and entered into an agreement to sell to Mobile
all of its right, title and interest in and to all of the intellectual  property
(its   "Intellectual   Property"   and  other   software   assets  of   Synaptix
(collectively,  its "Acquired  Assets").  In consideration for the sale of these
assets by the  Company,  Mobile will pay to  Synaptix,  an amount  equal to five
percent of Mobile's gross sales of the Intellectual  Property,  payment of which
shall be made within 30 days after the end of each quarter,  beginning  with the
quarter  ending  June 30,  1998,  provided  however,  that if the gross sales as
determined  above,  do not equal at least  $200,000  within  24 months  from the
closing date of the  transaction,  then the Acquired  Assets will be returned to
Synaptix.  The decision to sell these  assets and retain a royalty  interest was
based upon the fact that the Company  believes that Mobile has the resources and
funding to develop  the  intellectual  property  and  software  and  deliver the
product to market in a more timely  manner,  which the Company did not have. See
Item 2 "Disposition of Assets."

         The Company also entered into a Purchase and Sale Agreement dated March
12, 1998, to purchase all of the outstanding capital stock of Frontier Services,
Inc.  ("Frontier") from Dickie McGehee and Denise McGehee, the sole stockholders
of  Frontier.  The  consideration  to be paid for the stock of  Frontier  at the
Closing is a  Promissory  Note in the  aggregate  principal  amount  equal to an
amount that is the product of the Net Profits before Income Taxes of Frontier as
of December 31, 1997,  multiplied by 4.2, up to an aggregate of $3,024,000.  The
Promissory  Note was  executed on March 12,  1998,  and matures on July 13, 1998
(its  "Closing  Date").  The  Promissory  Note is  payable  by  exchange  of the
principal  of the  note  for  common  stock  of the  Company,  and,  in  certain
instances,  up to $1,000,000 in cash, as described  below.  The shares of common
stock will be valued at the mean  between the bid price and the ask price on the
last  trading date before the maturity of the  Promissory  Note.  At the Closing
Date,  the  stockholders  of Frontier may elect to take cash in any amount up to
$1,000,000  and the balance of the principal is payable in common stock based on
the above established stock price. The purchase price will be adjusted by mutual
agreement if the current  ratio of Frontier is less than 2:1 on the Closing Date
Balance Sheet with the Current Assets Cash being at least $175,000.  The Company
has the right to terminate the Agreement and cancel the Promissory  Note if this
condition is not met. Upon the closing of this acquisition, which is anticipated
to occur on the Closing Date, Frontier will operate as a wholly-owned subsidiary
with current remaining management in place.

         Frontier is an oilfield service company located in Alice, Texas, and is
engaged  in the high  pressure  testing  of tubular  pipe,  pipelines  and valve
assemblies  in the oil and gas industry.  Frontier  also provides  complimentary
services  which include  torque  control,  thread  cleaning and steam  cleaning.
Frontier  markets  its  services  to major oil  companies  and  independent  oil
companies in the United States.  Frontier's revenues for the year ended December
31, 1997 were $2.1 million, with a net income of $700,000.  Frontier has been in
the oil  field  service  business  since  1986.  See Item 5.  Other  Information
-Subsequent Events - Acquisition of Frontier Services, Inc."



                                        9

<PAGE>




         The Company had a working  capital  deficiency  at March 31, 1998,  and
subsequent thereto, and is uncertain of its ability to raise sufficient funds to
meet its capital  commitment  for the  transaction  described  in the  preceding
paragraph and to otherwise meet its funding needs.

         The  Company  continues  to be a  development  stage  company,  but  is
repositioning itself as a company engaged in the oilfield service industry.

         The  following   discussion  is  included  to  describe  the  Company's
financial position and results of operations for the nine months ended March 31,
1998 an 1997,  respectively.  The financial statements and notes thereto contain
detailed  information  that  should  be  referred  to in  conjunction  with this
discussion.

Results of Operations

         Analysis of Nine Months ended March 31, 1998 Compared to Nine Months
ended March 31, 1997

         Costs and expenses  for the nine months ended March 31, 1998  increased
significantly  compared to the same period in 1997.  The Company  recorded a net
loss of $837,667, or a ($.05) loss per share for the nine months ended March 31,
1998,  compared  with a net loss of $76,026,  or a ($.14) loss per share for the
same  period in 1997.  The Company  incurred  expenses in the amount of $837,667
related to general and  administrative  costs associated with the development of
its  software  for the nine  months  ended March 31,  1998.  The Company did not
conduct any business operations for the nine months ended March 31, 1997.

         Revenues

         The Company did not record any revenues for the nine months ended March
31, 1998 or 1997, respectively. During these periods, the Company borrowed funds
to pay for working capital expenditures.

         Management  anticipates  that  the  acquisition  that is  currently  in
progress,  if  consummated,  will generate  sufficient  revenues.  Management is
currently  negotiating  with  other  parties to acquire  other  assets  which it
believes  will  enable  the  Company  to  finance  future  operations  and  fund
additional  acquisitions.  Management  anticipates  that the  Company's  funding
requirements  for the next six months will be in the range of  approximately  $1
million. This funding would include the purchase price and costs associated with
the  acquisition  of Frontier.  The Company may seek such financing from venture
capital sources or through a subsequent  public issuance of stock, if necessary,
or other sources.  There can be no assurance that the Company will be successful
in raising such funds.

         Financial Condition

         The  Company   continues  to  be  in  a  development   stage,  and  the
information,  financial  statements and notes to the financial  statements  have
been prepared on the premise that it will be  successful  in raising  additional
capital and continue as a going concern.  The Company  anticipates  that capital
expenditures to acquire the assets noted above will be approximately $1,000,000.
Management also believes that it has identified private sources of capital which
will provide sufficient  working capital during the next six months.  Management
has not made a final  decision as to which  avenue it will take to secure  funds
for working capital.  There can be no assurance that the Company will be able to
raise  sufficient  additional  capital to achieve  these  objectives or meet its
working capital needs.


                                       10

<PAGE>



         General and Administrative Expenses

         General and  administrative  expenses were $837,667 and $76,026 for the
nine  months  ended  March  31,  1998 and 1997,  respectively,  an  increase  of
$761,641.   This   increase   was   attributable   to  expenses   incurred   for
administrative,  legal,  accounting  expenses and other expenses associated with
the development of its software.

         Loss from Operations

         The Company had an operating loss of $837,667 for the nine months ended
March 31, 1998 and $76,026 for the same period in 1997.  The loss for the period
ended  March 31,  1998,  was the result of  operating  expenses  incurred in the
development and production of the Eagle software product, in addition to general
and administrative costs.

         Income Taxes

         The  Company  had no income  tax  expense.  As of March 31,  1998,  the
Company had net operating loss  carryfowards of  approximately  $4,151,000.  The
utilization  of  net  operating   carryforwards  will  be  severely  limited  as
determined pursuant to applicable provisions of the Internal Revenue Code and U.
S. Treasury regulations thereunder.

         Net Loss

         The Company had a net loss of $837,667  for the nine months ended March
31, 1998,  compared with a net loss of $76,026 for the same period in 1997.  The
net loss  for the nine  months  ended  March  31,  1998 was  attributable  to an
increase in administrative  operating expenses.  The increase in expenditures in
administrative  expenses was  anticipated  under the  Company's  operating  plan
following the acquisition of the software products.

         Liquidity and Capital Resources

         There were no recorded  revenues  for the nine  months  ended March 31,
1998. At March 31, 1998, the Company  maintained a negative  liquidity  position
which is evidenced  by a current  ratio of .01 to 1. In the event the Company is
successful in acquiring Frontier, capital commitments at this time are estimated
to be  approximately  $1.0 million within the next six months.  Management  will
continue to restructure  the Company and seek  acquisitions in order to increase
the Company's  current  ratio and  liquidity,  and generate  capital which would
provide cash flow for future operations and expansion.

         At March 31,  1998,  the Company had a working  capital  deficiency  of
$804,360, compared to a working capital deficiency of $92,583 at March 31, 1997.
Subsequent  to March 31, 1998,  the Company's  working  capital  deficiency  has
continued  to  increase.  The cash  balance at March 31, 1998 was  approximately
$1,563, and at March 31, 1997, was approximately $3,733.

         Cash used by  operations  totaled  $428,206  for the nine months  ended
March 31,  1998,  compared to $23,819 for the same period in 1997.  Cash used in
investing  activities for the nine months ended March 31, 1998 was approximately
$7,975. Cash provided by financing activities during the nine months ended March
31, 1998 totaled  $446,755,  which  included the proceeds from the sale of stock
and the borrowing of funds.

         The Company  holds two  promissory  notes from  investors,  each in the
amount of $100,000,  which were due and payable on November  15, 1998,  but were
not paid.  These  promissory notes were for the purchase of a total of 2,000,000
shares of common stock.  The  promissory  notes are being canceled and 2,000,000
shares will be returned to the treasury.

                                       11

<PAGE>



         Analysis of Nine Months ended March 31, 1997 Compared to Nine Months 
ended March 31, 1996

         During the nine months ended March 31, 1997,  the Company had no active
operations,   $3,733  in  cash,  a  working  capital  deficit  of  $92,583,  and
accumulated losses of $4,902,948.  The Company was considering entering into the
computer technology industry,  and a management change. The Company continued to
seek acquisition and merger  candidates with an emphasis in the area of computer
related  technologies.  Management  believed that an  acquisition of this nature
would provide an opportunity to enhance shareholder value.

         Liquidity and Capital Resources

         At March 31, 1997,  and 1996,  respectively,  the Company  maintained a
negative  liquidity  position.  The  Company had ceased all  operations  and was
looking for an acquisition candidate.


PART II           OTHER INFORMATION

Item 1.           Legal Proceedings

         Synaptix has been named as a defendant in an action by Charles Schwab &
Co.  entitled  Charles  Schwab & Co., Inc. v. Alan W. Harvey,  Synaptix  Systems
Corporation, and Signature Stock Transfer Incorporated,  case no. 98-01336 filed
in the District Court of Harris County, Texas. The suit alleges causes of action
(i) against  Synaptix for fraud and wrongful  refusal to transfer  shares,  (ii)
against Alan Harvey,  the former president of Synaptix,  for fraud and breach of
contract,  and (iii) against  Signature,  the registrant's stock transfer agent,
for wrongful refusal to transfer shares and negligence.

         This action arises out of the attempted  sale by Alan Harvey of 100,000
shares of Synaptix stock represented by a canceled stock certificate. Harvey had
previously  represented  to  Synaptix  and its  transfer  agent  that the  stock
certificate  had been lost,  and arranged for a  replacement  certificate  to be
issued to him. Shortly before Harvey's resignation as president,  and unknown to
Synaptix,  Harvey deposited the canceled  certificate in his personal account at
Charles  Schwab  &  Co.  A  portion  of  the  shares  were  sold  before  Schwab
representatives   contacted  the  transfer  agent  for  re-   registration   and
verification  of the  certificate.  After the transfer agent advised Schwab that
the certificate had been canceled, Schwab acquired other shares in the market to
cover the shares  sold which were  represented  by the  canceled  certificate  .
Schwab alleges that Harvey intentionally misrepresented the canceled certificate
as a valid  certificate.  Because Harvey was then president of Synaptix,  Schwab
claims that Synaptix is liable for Harvey's actions.  Synaptix has denied all of
Schwab's  allegations,  and maintains  that Harvey acted in his own capacity and
not as an agent of the Company,  and that  Schwab's loss was a result of its own
negligence.  Synaptix has also assumed the defense of Signature  Stock Transfer,
Inc., who Schwab has alleged  wrongfully  refused to transfer  Harvey's canceled
certificate.  The Company  has  reached a  settlement  agreement  in  principal.
Management does not believe that this action will have a material adverse effect
on the Company.


Item 2.           Disposition of Assets

         The Company has entered into an Asset Purchase Agreement with Mobile to
sell Mobile  acquired  Assets owned,  licensed or otherwise used in the business
conducted by Synaptix for the computer  programming  code and software  owned by
Synaptix  including the "Field  Express" and the "Eagle"  ("Interact")  programs
software,  and all  trademarks  with  respect to or related to the  Intellectual
Property and various related property.


                                       12

<PAGE>



         Mobile will pay to Synaptix for the Acquired Assets, an amount equal to
five percent of Mobile's gross sales of the  Intellectual  Property,  payment of
which shall be made within 30 days after the end of each quarter, beginning with
the quarter ending June 30, 1998,  provided however,  that if the gross sales as
determined  above,  do not equal at least  $200,000  within  24 months  from the
closing date of the  transaction,  then the Acquired  Assets will be returned to
Synaptix.  A copy of the Asset Purchase Agreement by and between the Company and
Mobile is attached hereto as Exhibit 2.

         Neither Mobile,  nor any of its officers or directors are affiliates of
the Company.

                  Termination of Employment Contracts

         The Company  terminated its employment  agreements  with all but one of
its employees and entered into independent contractor relationships with certain
former  employees in their stead for completion of the Eagle  software  project,
pursuant to the terms of a Team Development Agreement. Due to the Company's lack
of cash flow,  the Company was unable to meet its payroll  obligations,  and was
approximately  six (6) weeks  behind in wage  payments.  The  employees  and the
Company  mutually  agreed to compromise  these  obligations  by issuing cash and
shares of common stock to its former employees in settlement of wage claims. The
total number of shares  issued to the former  employees  for  services  rendered
during this period was 52,125.

         During  the  period  ended  March  31,  1998,  the  Company  agreed  to
compensate  its former  employees as independent  contractors.  The terms of the
agreement  were such that each Team Member is to be  compensated  at the rate of
five hundred (500) shares of  registered  common stock of Synaptix for each week
of services  performed  as verified  and  approved  by the Team  leader,  Robert
Tucker. The registered shares of common stock will be issued to the Team members
who have  satisfactorily  performed  twenty  (20) hours of work for each  weekly
issuance of shares.  The share  certificates  are  required to be issued  within
seven days of each month,  or as soon  thereafter  as  possible,  following  the
period in which services were performed,  for completion of the Eagle project. A
total amount of eight  thousand seven hundred fifty (8,750) shares of registered
common  stock  have  been  set  aside  for  distribution  to  those  independent
contractors who have performed services for the Company during this period. As a
result of the sale of the  intellectual  property  and  software to Mobile,  the
agreements have been terminated  effective as of March 31, 1998. with certain of
the independent  contractors being retained by Mobile in its endeavor to develop
the software.

Item 5.           Other Information

                  Change in Management

         Mr. Peter C. Vanucci was elected to serve as a director and Chairman of
the Board in addition  to the  position of Chief  Executive  Officer  commencing
March 26,  1998.  Mr.  Vanucci  will receive  annual  compensation  of $125,000,
commencing  on May 15, 1998,  with the stated  compensation  being accrued until
such time as sufficient funds are available.

     Mr. J. Thomas  McManamon was also elected to serve as a member of the board
of directors on May 13, 1998. Messrs. Vanucci and McManamon will fill two of the
three vacancies on the board.

     Ms. Virginia M. Lazar was also elected to serve as Executive Vice President
and Corporate  Secretary on May 13, 1998. Mr. Edward S. Fleming,  in addition to
his  responsibilities  as President,  was also elected to serve as the Company's
Chief  Operating  Officer.  Ms.  Lazar  and  Mr.  Fleming  will  receive  annual
compensation of $90,000 and $96,000,  respectively,  commencing on May 15, 1998,
with the stated  compensation  being accrued until such time as sufficient funds
are available.



                                       13

<PAGE>



                  Planned Change in Corporate Name

         An Assumed Name Certificate for Synaptix Systems  Corporation was filed
with the Office of the Secretary of State of the State of Texas on May 13, 1998,
to enable the Company to conduct  business under the name  Affiliated  Resources
Corporation.  A proposal  will be made for approval of a change of the Company's
name as Affiliated  Resources  Corporation  will be presented at the 1998 Annual
Meeting of Shareholders.

         Stock Grants to Officers

         On May  13,  1998,  the  Board  of  Directors  granted  options  to its
executive  officers to purchase the common stock of the corporation at an option
price of $.50 per share. Mr. Vanucci was granted an option to purchase up to one
million  (1,000,000)  shares of common stock; Ms. Lazar was granted an option to
purchase up to five hundred  thousand  (500,000) shares of common stock; and Mr.
Fleming  was granted an option to  purchase  up to one  hundred  fifty  thousand
(150,000)  shares of common stock.  In October 1997,  Mr. Fleming was granted an
option to purchase up to three hundred fifty thousand (350,000) shares of common
stock at $.20 per  share.  The term of the grant of  options  is for a period of
five (5) years from the date of grant.  A copy of each of the Option  Agreements
for Mr.  Vanucci,  Ms. Lazar and Mr. Fleming are attached hereto as Exhibits 4.,
4.1 and 4.2.

         Subsequent Events

                  Acquisition of Frontier Services, Inc.

         The Company  entered into a Purchase and Sale Agreement dated March 12,
1998, to purchase all of the  outstanding  capital  stock of Frontier  Services,
Inc.  ("Frontier") from Dickie McGehee and Denise McGehee, the sole stockholders
of  Frontier.  The  consideration  to be paid for the stock of  Frontier  at the
Closing is a  Promissory  Note in the  aggregate  principal  amount  equal to an
amount that is the product of the Net Profits before Income Taxes of Frontier as
of December 31, 1997,  multiplied by 4.2, up to an aggregate of $3,024,000.  The
Promissory  Note was  executed on March 12,  1998,  and matures on July 13, 1998
(its  "Closing  Date").  The  Promissory  Note is  payable  by  exchange  of the
principal  of the  note  for  common  stock  of the  Company,  and,  in  certain
instances,  up to $1,000,000 in cash, as described  below.  The shares of common
stock will be valued at the mean  between the bid price and the ask price on the
last  trading date before the maturity of the  Promissory  Note.  At the Closing
Date,  the  stockholders  of Frontier may elect to take cash in any amount up to
$1,000,000  and the balance of the principal is payable in common stock based on
the above established stock price. The purchase price will be adjusted by mutual
agreement if the current  ratio of Frontier is less than 2:1 on the Closing Date
Balance Sheet with the Current Assets Cash being at least $175,000.  The Company
has the right to terminate the Agreement and cancel the Promissory  Note if this
condition is not met. Upon the closing of this acquisition, which is anticipated
to occur on the Closing Date, Frontier will operate as a wholly-owned subsidiary
with current remaining management in place.

         Frontier is an oilfield service company located in Alice, Texas, and is
engaged  in the high  pressure  testing  of tubular  pipe,  pipelines  and valve
assemblies  in the oil and gas industry.  Frontier  also provides  complimentary
services  which include  torque  control,  thread  cleaning and steam  cleaning.
Frontier  markets  its  services  to major oil  companies  and  independent  oil
companies in the United States.  Frontier's revenues for the year ended December
31, 1997 were $2.1 million, with a net income of $700,000.  Frontier has been in
the oil field  service  business  since 1986. A copy of the  Promissory  Note is
attached hereto as Exhibit 2.1.1.


                                       14

<PAGE>



Item  6.          Resignation of Registrant's Directors

     Mr.  Matthew  Hutchins  resigned as a director and Chairman of the Board on
February 26, 1998. Mr.  Hutchins was elected to serve as a director and Chairman
of the Board in November  1997.  Mr. Daniel  Gillett also resigned as a director
and Chief  Executive  Officer on February 26, 1998.  Mr.  Gillett was elected to
serve as a director and Chief Executive Officer in November 1997.

Item 7.  Exhibits and Reports on Form 8-K

         A.       Exhibits

          2    Asset  Purchase   Agreement  by  and  between   Synaptix  Systems
               Corporation,    a   Colorado    corporation,    and    Mobilelink
               Communications,  Inc.  ("Mobile"),  a Nevada  corporation,  dated
               March 26, 1998.

          2.1  Purchase  and Sale  Agreement  for  Purchase of Stock of Frontier
               Services,  Inc. By and between Dickie McGehee and Denise McGehee,
               Sellers, and Synaptix Systems Corporation, dated March 12, 1998.

          2.1.1 Promissory Note between Synaptix Systems Corporation and Dickie
               and Denise McGehee in the amount of  $3,024,000,  dated March 12,
               1998.

          4    Option  Agreement  by and between  Peter C.  Vanucci and Synaptix
               Systems Corporation, dated May 20, 1998.

          4.1  Option  Agreement  by and between  Virginia M. Lazar and Synaptix
               Systems Corporation, dated May 20, 1998.

          4.2  Option  Agreement  by and between  Edward S. Fleming and Synaptix
               Systems Corporation, dated May 20, 1998.


          B.   Reports on Form 8-K

                  None.



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                  SYNAPTIX SYSTEMS CORPORATION



Dated: May 26, 1998               By:     /s/ Peter C. Vanucci
                                     -------------------------
                                     Peter C. Vanucci, Chairman and CEO


                                       15

<PAGE>

                                                                       Exhibit 2

                            ASSET PURCHASE AGREEMENT

         ASSET PURCHASE  AGREEMENT dated as of March 26, 1998 (the "Agreement"),
by  and  between   SYNAPTIX   SYSTEMS   CORPORATION,   a  Colorado   corporation
("SYNAPTIX"),   and  MOBILELINK  COMMUNICATIONS,   INC.,  a  Nevada  Corporation
("MOBILE").

                                    RECITALS

         WHEREAS,  MOBILE  desires to acquire  certain  assets of SYNAPTIX  (the
"Acquired  Assets" as defined in Section  1.1),  all on the terms and subject to
the conditions hereinafter set forth, and;

         WHEREAS,  SYNAPTIX desires to sell such assets to MOBILE,  on the terms
and subject to the conditions hereinafter set forth;

         NOW, THEREFORE,  INTENDING TO BE LEGALLY BOUND, and in consideration of
the  premises  and  the  mutual  representations,   warranties,   covenants  and
agreements contained herein, MOBILE and SYNAPTIX hereby agree as follows:

                                    ARTICLE 1
                 ACQUISITION AND DISPOSITION OF ACQUIRED ASSETS

         1.1  Acquired  Assets.  Subject  to the  terms and  conditions  of this
Agreement,  at the Closing  (as defined  below),  SYNAPTIX  shall sell,  convey,
transfer,  assign and deliver to MOBILE, and MOBILE shall purchase,  acquire and
accept from SYNAPTIX, certain assets owned by SYNAPTIX as follows:

                  1.1.1 SYNAPTIX Intellectual  Property.  "SYNAPTIX Intellectual
Property" which shall mean all the  intellectual  property  (except as expressly
stated  below) of SYNAPTIX  owned,  licensed or  otherwise  used in the business
conducted by SYNAPTIX for the computer  programming  code and software  owned by
SYNAPTIX including the "Field Express",  and the "Eagle"  ("Interact")  programs
software  (as more fully  described  in  Schedule  1.1.1(A),  including  without
limitation,  any and all  trademarks  with respect to or related to the SYNAPTIX
Intellectual  Property  listed on Schedule  1.1.1(A),  in both machine  readable
and/or human  readable  form,  and  including:  (i) rights to, and any rights to
apply  for  and/or  register,  patents  and  patent  applications,   copyrights,
trademarks,  trade  secrets and all other  proprietary  rights  relating to such
intellectual property, (ii) records and files relating to manufacturing, quality
control, sales, marketing and customer support and designs for such intellectual
property,  (iii) Derivative Works of such SYNAPTIX  Intellectual  Property,  and
(iv)  all  related  Documentation.   "Derivative  Work"  means  any  translation
(including  any   translation   into  other  computer   languages),   portation,
modification,    correction,    addition,   extension,   upgrade,   improvement,
compilation,  abridgment or other form prepared by or for SYNAPTIX and presently
in the  possession  of or under the control of  SYNAPTIX  in which the  SYNAPTIX
Intellectual Property has been recast, transformed, or adopted.  "Documentation"
means any and all software and firmware  listings,  fully  commented and updated
source code,  complete  system built  software and  instructions  related to the
SYNAPTIX  Intellectual  Property  in the  possession  or under  the  control  of
SYNAPTIX,  and any and all user, technical and business documentation related to
the SYNAPTIX  Intellectual  Property in the  possession  or under the control of
SYNAPTIX in both machine readable and/or human readable form.

                  1.1.2.  Other Assets.  "Other  Assets" which shall mean all of
SYNAPTIX's   customer  lists,   contracts,   agreements,   licenses  or  license
agreements,  commitments,  warranties,  claims and other  existing  and inchoate
rights, but excluding without limitation, cash, marketable securities,



                                     - 16 -

<PAGE>



receivables and rights relating to contractual obligation.

     All the above,  including  the  SYNAPTIX  Intellectual  Property,  shall be
referred to as the "Acquired Assets."

         1.2. Liabilities. MOBILE shall not assume or be deemed to have assumed,
or to have any  obligations  with respect to, any  liabilities or obligations of
SYNAPTIX  of  any  nature   whatsoever,   whether  such  other  liabilities  and
obligations  arose or arise  before or after,  or  mature  before or after,  the
closing (the "Retained Liabilities").

         1.3.  Purchase  Price and  Payment.  In  consideration  for the sale by
SYNAPTIX of the Acquired Assets, MOBILE will pay to SYNAPTIX, from and after the
Closing as hereinafter defined, an amount equal to five percent (5%) of MOBILE's
gross sales of the  Intellectual  Property  (as defined by MOBILE's  independent
certified public  accountants in accordance with generally  accepted  accounting
principles), payment of which shall be made within 30 days after the end of each
quarter, beginning with the quarter ending June 30, 1998, provided however, that
if the gross sales as determined above, do not equal at least $200,000 within 24
months  from the date  hereof,  then the  Acquired  Assets  will be  returned to
SYNAPTIX  and MOBILE  shall take such steps and execute  such  documents  as are
required to return title to the Acquired Assets to SYNAPTIX

         1.4  Closing  and  Delivery  of  Acquired  Assets.  The  closing of the
transaction  (the "Closing") and delivery of the Acquired Assets will take place
upon execution of this Agreement (the "Closing Date"),  at such date or place as
agreed to by the parties hereto.

         1.5  Conveyance of Acquired  Assets.  The sale,  conveyance,  transfer,
assignment and delivery to MOBILE of the Acquired  Assets,  as herein  provided,
shall be effected  by such bills of sale,  endorsements,  assignments  and other
instruments of transfer and conveyance as may be necessary to vest in MOBILE the
right,  title and interest of SYNAPTIX in and to the Acquired  Assets,  free and
clear of all  liens,  claims,  charges  and  encumbrances,  except as  otherwise
provided in this Agreement.  Such documents shall include, without limitation, a
Bill of Sale and an  Assignment  of  Rights  in the  forms  attached  hereto  as
Schedules 1.5(A) and (B), respectively. SYNAPTIX shall, at the Closing or at any
time or from time to time after the Closing,  upon request,  perform or cause to
be  performed  such acts,  and execute,  acknowledge  and deliver or cause to be
executed,  acknowledged  and  delivered  such  documents,  as may be  reasonably
required or requested to effectuate the sale, conveyance,  transfer,  assignment
and delivery to MOBILE of any of the Acquired  Assets or for the  performance by
SYNAPTIX of any of its obligations hereunder.

                                   ARTICLE II
                          REPRESENTATION AND WARRANTIES

         2.1 Representations and Warranties of SYNAPTIX. SYNAPTIX represents and
warrants to MOBILE on  execution  of this  Agreement  and on the Closing Date as
follows:

                  2.1.1. SYNAPTIX Intellectual  Property.  SYNAPTIX owns all the
SYNAPTIX  Intellectual Property used or under development in SYNAPTIX's business
as currently  conducted.  Schedule 1.1.1(A) lists: (i) all patents,  copyrights,
trademarks,  trade names, service marks, and any applications  therefor included
in the SYNAPTIX Intellectual Property, together with a list of all of SYNAPTIX's
currently  marketed software  products;  and (ii) all licenses,  sublicenses and
other  agreements to which SYNAPTIX is a party and pursuant to which SYNAPTIX or
any other person is authorized to use any of the SYNAPTIX  Intellectual Property
or other trade secrets of SYNAPTIX,  and includes the  identities of the parties
thereto,  a description  of the nature and subject matter  thereof,  and certain
terms thereof. SYNAPTIX is not, nor as a result of the execution,

                                     - 17 -


<PAGE>



delivery  or  performance  of  SYNAPTIX's  obligations  hereunder  will  be,  in
violation  of  any  license,  sublicense  or  agreement  described  in  Schedule
1.1.1.(A),  SYNAPTIX:  (i) is the sole and exclusive  owner or licensee of, with
all  right,  title  and  interest  in and to (free  and  clear of any  liens and
encumbrances),  the  SYNAPTIX  Intellectual  Property;  and  (ii)  has  sole and
exclusive rights to use of the SYNAPTIX Intellectual  Property.  SYNAPTIX is not
contractually  obligated to pay any  compensation to any third party, nor is any
third party otherwise  entitled to any compensation,  with respect to SYNAPTIX's
use of the SYNAPTIX Intellectual Property. The manufacture,  sale, or use of any
product or process as now used or offered  by  SYNAPTIX  does not  infringe  any
copyright, trade secret, trademark, service mark, trade names, firm names, logo,
trade dress or any patent of any person.  No claims with respect to the SYNAPTIX
Intellectual  Property  have been  asserted  or, to the  knowledge  of SYNAPTIX,
threatened  by any  person,  nor are there any valid  grounds  for any bona fide
claims (i) to the effect  that the  manufacture,  sale or sue of any  product or
process as now used or offered for sale by SYNAPTIX  infringes or will  infringe
on any copyright,  trade secret,  trademark,  service mark, logo, trade dress or
patent of any person,  (ii)  against  the use by SYNAPTIX of any trade  secrets,
copyrights,  trademarks,  trade names, firm names,  logos,  trade dress patents,
technology,  know-how,  processes or computer software programs and applications
used in the  business  of  SYNAPTIX  relating  to the  Properties  as  currently
conducted or (iii)  challenging the ownership,  validity or effectiveness of any
of the SYNAPTIX  Intellectual  Property.  All granted and issued patents and all
registered  trademarks  listed on Schedule  1.1.1.(A) and all copyrights held by
SYNAPTIX are valid, enforceable and subsisting.  To SYNAPTIX's knowledge,  there
is no material  unauthorized use, infringement or misappropriation of any of the
SYNAPTIX Intellectual Property by any third party, employee or former employee.

                  2.1.2.  Disclosure.  No  representation  or  warranty  made by
SYNAPTIX in this Agreement,  nor any document,  written information,  statement,
financial  statement,  certificate or exhibit prepared and furnished by SYNAPTIX
or its  representatives  pursuant hereto or in connection with the  transactions
contemplated  hereby,  when taken together,  contains any untrue  statement of a
material  fact,  or  omits  to  state a  material  fact  necessary  to make  the
statements or facts  contained  herein or therein not misleading in light of the
circumstances under which they were furnished.

                  2.1.3. Reliance. The foregoing  representations and warranties
are made by SYNAPTIX with the knowledge and  expectation  that MOBILE is placing
reliance thereon.

         2.2  Representations  and Warranties of MOBILE.  MOBILE  represents and
warrants to SYNAPTIX as follows:

                  2.2.1.   Organization,   Standing  and  Power.   MOBILE  is  a
corporation duly organized, validly existing and in good standing under the laws
of Nevada,  has all requisite  power and authority to won, lease and operate its
properties  and to carry on its businesses as now being  conducted,  and is duly
qualified  and in good standing to do business in each  jurisdiction  in which a
failure to so  qualify  would have a  material  adverse  effect on the  Business
Condition of MOBILE.

                  2.2.2. Authority. The execution,  delivery, and performance of
this Agreement by MOBILE has been duly authorized by all necessary action of the
Board of Directors of MOBILE. MOBILE has duly and validly executed and delivered
this Agreement,  and this Agreement constitutes a valid, binding and enforceable
obligation of MOBILE in accordance with its terms.

                  2.2.3.  Disclosure.  No  representation  or  warranty  made by
MOBILE in this  Agreement,  nor any document,  written  information,  statement,
financial  statement,  certificate  or exhibit  prepared and  furnished or to be
prepared and furnished by MOBILE or its  representatives  pursuant  hereto or in
connection  with the  transactions  contemplated  hereby,  when taken  together,
contains any untrue  statement of a material  fact, or omits to state a material
fact necessary to make

                                     - 18 -


<PAGE>



the statements or facts  contained  herein or therein not misleading in light of
the circumstances under which they were furnished.

                  2.2.4. Reliance. The foregoing  representations and warranties
are made by MOBILE with the knowledge and  expectation  that SYNAPTIX is placing
reliance thereon.

                                   ARTICLE III
                              CONDITIONS PRECEDENT

         3.1  Conditions of  Obligation.  The obligation of MOBILE to effect the
purchase is subject to the satisfaction of the following conditions:

         3.1.1.  Termination  Agreement.   SYNAPTIX  shall  have  executed,  and
delivered  to MOBILE,  a  Termination  Agreement in which Alan Harvey shall have
irrevocably  assigned and  transferred to SYNAPTIX any and all right,  title and
interest he may hold or may have held in the SYNAPTIX  Intellectual Property and
shall have releases SYNAPTIX from any and all claims relating thereto.

                                   ARTICLE IV
                              ADDITIONAL AGREEMENTS

         In addition to the  foregoing,  MOBILE and SYNAPTIX  each agree to take
the following actions after the execution of this Agreement.

         4.1.  Expenses.  Whether or not this  Agreement  is  closed,  except as
specifically  provided in this  Agreement,  all costs and  expenses  incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expense.

         4.2. Additional Agreements. In case at any time after the Closing Date,
any  further  action  is  reasonably  necessary  or  desirable  to carry out the
purposes of this  Agreement,  the proper  representatives  of each party to this
Agreement  shall  take  all  such  necessary  action,  e.g.,  in the case of any
documents required to effectuate the transfer of the Acquired Assets, or to make
any governmental filings.

         4.3 Taxes.  Any sales or use or similar  tax or levy  arising  from the
transactions  contemplated by this Agreement shall be the sole responsibility of
MOBILE and MOBILE  shall  indemnify  SYNAPTIX  from and  against  any  liability
arising in connection therewith;  provided, however, that SYNAPTIX shall pay any
and all state, local, provincial, United States or Canadian income tax or excise
taxes imposed on or assessed against  SYNAPTIX as a result of this  transaction,
and  SYNAPTIX  shall  indemnify  MOBILE from and  against any and all  liability
arising in connection therewith.

         4.4 Brokers and Finders.  SYNAPTIX will be responsible  for and pay any
fees that may be owed to any broker  previously  retained (or who claims to have
been  retained) by SYNAPTIX,  and shall hold MOBILE  harmless from any liability
arising from such claim(s).

         4.5  Documentation.  SYNAPTIX  shall  provide  to MOBILE  documentation
containing  the source  code and the object  code of the  SYNAPTIX  Intellectual
Property, where appropriate.

                                    ARTICLE V
                                 INDEMNIFICATION

         5.1. Indemnification Relating to Agreement.

                                     - 19 -


<PAGE>



                  5.1.1. SYNAPTIX hereby agrees to defend,  indemnify,  and hold
MOBILE harmless from and against,  and to reimburse  MOBILE with respect to, any
and all losses, damages,  liabilities,  claims, judgments,  settlements,  fines,
costs, and expenses  (including  attorneys' fees)  ("Indemnifiable  Amounts") of
every nature whatsoever  incurred by MOBILE by reason of or arising out of or in
connection with (i) any breach,  or any claim (including claims by parties other
than  MOBILE)  that  would,  if true,  constitute  a breach by  SYNAPTIX  of any
representation, warranty, or covenant of SYNAPTIX contained in this Agreement or
in any agreement,  certificate or other document delivered to MOBILE pursuant to
the provisions of this  Agreement,  and (ii) the failure,  partial or total,  of
SYNAPTIX to perform any agreement or covenant required by this Agreement.

                  5.1.2. MOBILE agrees to defend,  indemnify,  and hold SYNAPTIX
harmless  from and against,  and to reimburse  SYNAPTIX with respect to, any and
all  Indemnifiable  Amounts of every nature  whatsoever  incurred by SYNAPTIX by
reason of or arising out of or in connection  with (i) any breach,  or any claim
(including  claims  by  parties  other  than  SYNAPTIX)  that  would,  if  true,
constitute a breach by MOBILE of any  representation,  warranty,  or covenant of
MOBILE  contained in this  Agreement  (including,  but not limited to,  MOBILE's
obligations  with  respect  to  the  Assumed  Contracts)  or in  any  agreement,
certificate or other document  delivered to SYNAPTIX  pursuant to the provisions
of this Agreement,  and (ii) the failure, partial or total, of MOBILE to perform
any agreement or covenant required by this Agreement.

         5.2 Third Party Claims.  For the purposes of this Section 5.2., a party
seeking  indemnification  pursuant  to Section  5.1 shall be  referred to as the
"Indemnified  Party"  and a party to whom  such  notice  is  addressed  shall be
referred to as the "Indemnitor."  With respect to any claims or demands by third
parties, whenever an Indemnified Party shall have received a written notice that
such a claim or demand has been asserted or threatened,  the  Indemnified  Party
shall notify the  Indemnitor of such claim or demand and of the facts within the
Indemnified Party's knowledge that relate thereto within a reasonable time after
receiving  such  written  notice.  The  Indemnitor  shall then have the right to
contest,  negotiate or settle any such claim or demand through  counsel of their
own selection,  satisfactory  to the  Indemnified  Party and solely at their own
cost, risk, and expense.  Notwithstanding the preceding sentence, the Indemnitor
shall not settle, compromise, or offer to settle or compromise any such claim or
demand without the prior written consent of an Indemnified  Party, which consent
shall not be unreasonably  withheld.  By way of illustration and not limitation,
it is  understood  that an  Indemnified  Party  may  object to a  settlement  or
compromise  which includes any provision  which in its  reasonable  judgment may
have an adverse  impact on or  establish an adverse  precedent  for the Business
Condition of an  Indemnified  Party or any of its  Subsidiaries.  An Indemnified
Party shall not have the right to object to a settlement  which consists  solely
of the payment of a monetary  damage  amount and which is fully  indemnified  by
SYNAPTIX.  If the  Indemnitor  fails to given written  notice to an  Indemnified
Party of its  intention  to contest  or settle  any such claim or demand  within
twenty  (20)  calendar  days  after  the  Indemnified  Party  has  notified  the
indemnitor  that any such claim or demand has been made in writing and  received
by the  Indemnified  Party, or if any such notice is given but any such claim or
demand is not promptly contested by the Indemnitor,  the Indemnified Party shall
have the right to satisfy  and  discharge  the same by payment,  compromise,  or
otherwise,  and  the  Indemnitor  shall  be  entirely  liable  therefor  to  the
Indemnified Party under this indemnity. The Indemnified Party may also, if it so
elects and entirely within its own  discretion,  defend any such claim or demand
if the Indemnitor  fails to give notice of their  intention to contest or settle
and such claim or demand,  in which  event the  Indemnitor  shall be required to
indemnify  the  Indemnified  Party  and its  affiliates  for any and all  costs,
losses,  liabilities,  and expenses  whatsoever,  including  without  limitation
attorneys' and other  professional fees, that the Indemnified party may sustain,
suffer,  incur,  or become  subject  to as a result of the  Indemnified  Party's
decision to defend any such claim or demand.

                                   ARTICLE VI

                                     - 20 -


<PAGE>



                                  MISCELLANEOUS

         6.1. Entire Agreement.  Notwithstanding  anything to the contrary, this
Agreement,  including the agreements,  exhibits and schedules delivered pursuant
to t his Agreement,  contain all of the terms and conditions  agreed upon by the
parties  relating to the subject  matter of this  Agreement and  supersedes  all
prior agreements, negotiations, correspondence, undertakings, and communications
of the parties, whether oral or written, respecting that subject matter.

         6.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada as applied to agreements entered
into and entirely to be performed within that state.

         6.3 Notices.  All notices,  requests,  demands or other  communications
which are required or may be given pursuant to the terms of this Agreement shall
be in  writing  and shall be  deemed to have been duly  given (i) on the date of
delivery if personally delivered by hand, (ii) upon the third business day after
such notice is (a)  deposited in the United States mail, if mailed by registered
or certified mail, postage prepaid, return required, or (b) sent by a nationally
recognized  overnight  express  courier,  or (iii)  by  facsimile  upon  written
confirmation  (other than the automatic  confirmation  that is received from the
recipient's facsimile machine) of receipt by the recipient of such notice:

If to MOBILE:                 Marvin Mikel Barnwell
                              PO Box 931
                              Baycliff, Texas 77518


With a copy to:               Steven L. Siskind, Esq.
                              645 Fifth Avenue
                              New York, NY 10022
                              Tel:  (212) 750-2002

If to SYNAPTIX:               2450 South Shore Boulevard
                              Suite 210
                              League City, Texas 77573

         Such addresses may be changed,  from time to time, by means of a notice
given in the manner provided in this Section 5.3.

         6.4.  Severability.  If any  provision of this  Agreement is held to be
unenforceable  for any reason,  it shall be  modified  rather  than  voided,  if
possible, in order to achieve the intent of the parties to this Agreement to the
extent  possible.  In any event, all other provisions of this Agreement shall be
deemed valid and enforceable to the full extent.

         6.5. Survival of Representations  and Warranties.  All  representations
and warranties contained in this Agreement, including the exhibits and schedules
delivered pursuant to this Agreement, shall survive the Closing Date.

         6.6. Assignment. No party to this Agreement may assign, by operation of
law or otherwise, all or any portion of its rights,  obligations, or liabilities
under this  Agreement  without the prior  written  consent of the other party to
this Agreement,  which consent may be withheld in the absolute discretion of the
party asked to grant such consent. Any attempted assignment in violation of this
Section  6.6  shall be  voidable  and  shall  entitle  the  other  party to this
Agreement to terminate this

                                     - 21 -


<PAGE>



Agreement at its option.

         6.7.  Counterparts.  This  Agreement  may be  signed  in any  number of
facsimile  counterparts  with  the  same  effect  as if the  signatures  to each
counterpart were upon a single instrument.  All facsimile  counterparts shall be
deemed an original of this Agreement.

     6.8.  Amendment.  This Agreement may not be amended except by an instrument
in writing signed on behalf of each of the parties hereto.

         6.9  Interpretation.  When a  reference  is made in this  Agreement  to
Sections,  Exhibits or Schedules,  such reference shall be to a Section, Exhibit
or Schedule to this Agreement unless otherwise  indicated.  The words "include,"
"includes," and  "including,"  when used therein shall be deemed in each case to
be  followed  by the  words  "without  limitation."  The table of  contents  and
headings  contained in this Agreement are for reference  purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.

         6.10. No Third Party Beneficiaries.  Nothing in this Agreement shall be
deemed to create in any  person not a  signatory  to this  Agreement  any rights
(including rights as a third party beneficiary) under this Agreement.

         IN WITNESS WHEREOF, MOBILE and SYNAPTIX have executed this Agreement as
of the date first written above.

                           MOBILE COMMUNICATIONS, INC.



                           By:
                              Marvin Mikel Barnwell, President

                          SYNAPTIX SYSTEMS CORPORATION



                          By:
                          Edward S. Fleming, President


                                     - 22 -


<PAGE>



                                                                    Exhibit 2.1












                           PURCHASE AND SALE AGREEMENT

                FOR PURCHASE OF STOCK OF FRONTIER SERVICES, INC.

                                 BY AND BETWEEN

                                 DICKIE MCGEHEE
                                       AND
                                 DENISE MCGEHEE

                                     SELLERS


                                       AND

                          SYNAPTIX SYSTEMS CORPORATION

                                      BUYER


                          DATED: FEBRUARY ______, 1998


                                      - 1 -


<PAGE>



TABLE OF CONTENTS

                                                                         Page

         ARTICLE I:  DEFINITIONS AND RULES OF CONSTRUCTION..................1

         ARTICLE II:  SALE AND PURCHASE.....................................5

         ARTICLE III:  REPRESENTATIONS AND WARRANTIES.......................7

         ARTICLE IV:  COVENANTS............................................14

         ARTICLE V:  TAXES.................................................18

         ARTICLE VI:  INDEMNITY............................................18

         ARTICLE VII:  CONDITIONS PRECEDENT................................21

         ARTICLE VIII:  MISCELLANEOUS......................................22


EXHIBITS:

          EXHIBIT A:       SCHEDULE OF PURCHASE CONSIDERATION

          EXHIBIT B:       SCHEDULE OF DISCHARGED LIABILITIES

          EXHIBIT C:       SCHEDULE OF TARGET ACCOUNTS

          EXHIBIT D:       DISCLOSURE SCHEDULE

          EXHIBIT E:       OPINION OF COUNSEL FOR SELLER ADDRESSED TO BUYER

          EXHIBIT F:       OPINION OF COUNSEL FOR BUYER ADDRESSED TO SELLER

          EXHIBIT G:       FINANCIAL STATEMENTS



                                      - i -


<PAGE>



                           PURCHASE AND SALE AGREEMENT

         This  Agreement  dated as of February  ____,  1998, is made and entered
into by and between DICKIE  McGEHEE and DENISE McGEHEE of Alice,  Texas (jointly
and severally  referred to as "Seller"),  and SYNAPTIX  SYSTEMS  CORPORATION,  a
Colorado corporation, having an office at 2450 South Shore Boulevard, Suite 210,
League City, Texas 77573 ("Buyer").

     The Seller, in the aggregate,  owns all of the outstanding capital stock of
Frontier Services, Inc. (the "Target").

         This  Agreement  contemplates  a  transaction  in which the Buyer  will
purchase  from the  Seller,  and the Seller  will sell to the Buyer,  all of the
outstanding  capital  stock of the  Target  ("Target  Shares"),  in  return  for
restricted securities of public companies.

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

                                    Article I
                      Definitions and Rules of Construction

         1.1  Definitions.  For purposes of this Agreement,  except as otherwise
         expressly provided or unless the context otherwise requires,  the terms
         defined in this section have the meanings  herein  assigned to them and
         the capitalized terms defined elsewhere in this Agreement, by inclusion
         in quotation marks and parentheses, shall have the meanings so ascribed
         to them.

         1.1.1  "Accounts"  means the accounts  payable of Target  identified on
         Exhibit C of this Agreement,  which are all of the accounts  payable of
         Target owed to Persons  related to the  presence,  use, or operation of
         the Target,  which accounts payable are, or as of the Closing Date will
         be, past due.

         1.1.2 "Affiliate" means, with respect to any specified Person, or other
         Person  directly or  indirectly  controlling  or controlled by or under
         direct or indirect common control with such specified  Person.  For the
         purposes of this  definition,  "control"  means the power to direct the
         management and policies of such Person, directly or indirectly, whether
         through the ownership of voting  securities,  by contract or otherwise,
         and the terms "controlling" and "controlled" have meanings  correlative
         to the foregoing.  With respect to a corporation,  control shall mean a
         direct or  indirect  ownership  of more than 50  percent  of the voting
         stock.

         1.1.3  "Agreed  Rate"  means a rate per annum  calculated  on a 360-day
         basis which is equal to the lesser of:


                  (a) a rate  which  is two  percent  above  the  prime  rate of
                  interest as  published  by the Wall Street  Journal  under the
                  heading "Money Rates" or another  similar heading in its first
                  issue of each calendar  month  (adjusted each month to reflect
                  any changes in the rate), or

                  (b) the maximum rate from time to time permitted by applicable
                  law.

         1.1.4 "Agreement" means this Purchase and Sale Agreement, including the
         Exhibits.


                                        1

<PAGE>




         1.1.5 "Business Day" means any day when commercial  banks are generally
         open for regular business in the state of Texas.

         1.1.6 "Buyer Note" has the meaning set forth in 2.2,  below,  including
         the Security Agreement-Pledge.

         1.1.7 "Closing" means the closing of the  transactions  contemplated by
         this Agreement at 10:00 A.M., local time, at Sellers' offices in Alice,
         Texas, on the Closing Date.

         1.1.8  "Closing Date" means on or before  February 27, 1998;  provided,
         however,  that  either  Party may by notice to the other Party no later
         than 10 days prior to the Closing Date, extend the Closing Date until a
         Business Day on or before March 31, 1998.

         1.1.9 "Code" means the United States Internal  Revenue Code of 1986, as
         amended.

         1.1.10  "Corporate   Documents"  means  a  corporation's   articles  of
         incorporation  (or charter or certificate of  incorporation),  by-laws,
         minutes, resolutions, or the equivalent documents.

         1.1.11 "Disclosed Liabilities" means all liabilities and obligations of
         the Target related to the Seller; provided, however, that the Disclosed
         Liabilities shall not include any liability or obligation of the Seller
         or Target under this Agreement.

         1.1.12 "Disclosure  Schedule" means Exhibit D on which is scheduled all
         items required by Sections 3.1.6, 3.1.8, 3.3.2, 3.3.8, and 3.3.10.

         1.1.13 "Effective Date" shall mean 12:01 A.M., January 1, 1998, Central
         Standard Time.

         1.1.14  "Employee  Benefit  Plan" means any (a)  nonqualified  deferred
         compensation  or retirement  plan or  arrangement  which is an Employee
         Pension  Benefit Plan, (b) qualified  contribution  retirement  plan or
         arrangement  which is an Employee  Pension  Benefit Plan, (c) qualified
         defined  benefit  retirement  plan or arrangement  which is an Employee
         Pension  Benefit  Plan  (including  any  Multi-employer  Plan),  or (d)
         Employee  Welfare  Benefit  Plan or  material  fringe  benefit  plan or
         program.

         1.1.15 "Environmental Claims" means actions,  claims, or proceedings by
         Third  Persons  associated  with the Assets and based on  Environmental
         Conditions or Environmental Law.

         1.1.16 "Environmental Condition" means a condition that exists prior to
         the  Effective  Date,  and  only  to the  extent  in  existence  on the
         Effective  Date,  with  respect  to  the  air,  land,  soil,   surface,
         subsurface  strata,  surface water,  ground water,  or sediments  which
         causes an Asset or a purchase of an Asset to be not in compliance  with
         an Environmental Law.

         1.1.17  "Environmental  Law" means any Law relating to  pollution,  the
         protection  of the  environment,  or the  release or  disposal of waste
         materials.

         1.1.18  "Environmental  Matter" means an Environmental  Condition or an
         Environmental Claim.



                                        2

<PAGE>



         1.1.19  "ERISA" means the Employee  Retirement  Income  Security Act of
         1974, as amended.

         1.1.20  "GAAP"  means  United  States  generally  accepted   accounting
         principles as in effect from time to time.

         1.1.21  "Governmental  Body"  means  any  federal,   state,   republic,
         territorial,  national,  tribal, county,  municipal,  or other federal,
         state or local governmental authority or judicial or regulatory agency,
         board, body, department,  bureau, inspectorate,  ministry,  commission,
         instrumentality, court, tribunal or quasi-governmental authority in any
         jurisdiction  (domestic or foreign) having  jurisdiction over any Asset
         or Party to this  transaction,  or any of the  transactions  or matters
         contemplated by this Agreement.

         1.1.22  "Knowledge"  means the actual knowledge of a Party's  corporate
         officers and their direct reports, after reasonable inquiry.

         1.1.23 "Losses" means any and all losses, costs, expenses, liabilities,
         claims, demands,  penalties, fines, assessments,  settlements,  damages
         and any related expenses of whatever kind or nature, including, without
         limitation,  legal,  accounting,  consulting and investigation expenses
         and litigation costs, but excluding consequential damages of a Party.

         1.1.24 "Net  Profits"  means gross  revenues  less all direct  costs of
         variable  elements of  operation,  including  materials,  direct labor,
         direct  utilities  including  energy,  indirect  labor,  warehouse  and
         distribution    expense,    depreciation,    other   fixed    overhead,
         administration   costs,  sales  expense,   interest,   property  taxes,
         franchise  taxes,  and other general  expenses,  but excluding  federal
         income taxes.

         1.1.25 "Party" means either Buyer or Seller.

         1.1.26 "Person" means any individual, corporation, partnership, limited
         liability  company,  joint venture,  association,  joint stock company,
         trust, estate,  unincorporated  organization,  other business entity or
         any Governmental Body.

         1.1.27  "Tax" means any and all fees  (including,  without  limitation,
         documentation, license, recording, filing and registration fees), taxes
         (including without limitation, gross receipts, ad valorem, value added,
         environmental  tax,  turnover,   sales,  use,  property  (tangible  and
         intangible),   stamp,  leasing,   lease,  user,  leasing  use,  excise,
         franchise,  transfer,  fuel,  excess  profits,  occupational,  interest
         equalization,  and other taxes),  levies,  imposts,  duties, charges or
         withholdings of any nature whatsoever, imposed by any Governmental Body
         or taxing authority thereof, domestic or foreign, together with any and
         all penalties, fines, additions to Tax and interest thereon, whether or
         not such Tax shall be existing or hereafter adopted.

         1.1.28 "Third Person" means a Person other than a Party or an Affiliate
         of a Party.

         1.1.29 Other  Definitions in this Agreement.  The following terms shall
         have the respective  meanings ascribed to them as found on the pages of
         this Agreement set forth below opposite such terms:



                                        3

<PAGE>



                                                                Term
                                                                Page
                           AAA Rules.............................26
                           Buyer..................................1
                           Claim Notice..........................19
                           Disputed Claim........................20
                           Employees.............................17
                           Indemnified Party.....................19
                           Laws...................................8
                           Notice Period.........................19
                           Purchase Consideration.................5
                           Seller.................................1
                           Target.................................1
                           Target Shares..........................1

         1.2      Rules of Construction.  For purposes of this Agreement:

         1.2.1    General.  Unless the context otherwise requires

                  (a)      "or" is not exclusive;


                  (b)an  accounting  term not otherwise  defined has the meaning
                  assigned to it in accordance with  accounting  principles that
                  are generally accepted in the United States of America;

                  (c)words in the singular include the plural and words in the 
                  plural include the singular;

                  (d)words in the masculine include the feminine and words in 
                  the feminine include the masculine;

                  (e)any  date  specified  for any action that is not a Business
                  Day shall be deemed to mean the first  Business Day after such
                  date; and

                 (f)a reference to a Person includes its successors and assigns.

         1.2.2  Articles and Sections.  References to Articles and Sections are,
         unless otherwise specified, to Articles and Sections of this Agreement.
         Neither the  captions  to Articles or Sections  hereof nor the Table of
         Contents shall be deemed to be a part of this Agreement.



                                        4

<PAGE>



         1.2.3  Exhibits.  The Exhibits form a part of this  Agreement and shall
         have  the  same  force  and  effect  as if set out in the  body of this
         Agreement.

         1.2.4 Other  Agreements.  References  herein to any  agreement or other
         instrument  shall,  unless  the  context  otherwise  requires  (or  the
         definition thereof otherwise  specifies),  be deemed references to that
         agreement or instrument as it may from time to time be changed, amended
         or extended.

                                   Article II
                                Sale and Purchase

2.1 Basic  Transaction.  On and  subject  to the terms  and  conditions  of this
Agreement,  the Buyer agrees to purchase from the Seller,  and the Seller agrees
to sell to the Buyer, all of his Target Shares for the  consideration  specified
in this section II.

2.2 Purchase Consideration. The Buyer agrees to deliver to the Seller at Closing
(the  "Purchase  Consideration")  which shall be a  promissory  note (the "Buyer
Note") in the form of Exhibit A in the  principal  amount that is the product of
the Net Profits before Income Taxes as of December 31, 1997, times 4.2, but such
product shall not exceed $3,024,000. The Buyer Note shall be payable by exchange
of the principal of the note for common stock of Buyer.  The value of the shares
of common stock offered for exchange shall be the mean between the bid price and
the ask price on the last trading date before the maturity of the Buyer Note. At
the maturity of the Buyer Note, Seller shall elect to take cash in any amount up
to  $1,000,000  and the balance of the  principal  shall be paid in common stock
based on the above  established  stock price. 2.3 Deliveries at the Closing.  At
the Closing, (i) the Seller will deliver to the Buyer the various  certificates,
instruments,  and  documents  referred to in 2.3.1,  below,  (ii) the Buyer will
deliver to the Seller  the  various  certificates,  instruments,  and  documents
referred to in 2.3.2,  below,  (iii) the Seller will  deliver to the Buyer stock
certificates  representing  all of the  Target  Shares,  endorsed  in  blank  or
accompanied  by duly  executed  assignment  documents,  and (iv) the Buyer  will
deliver to the Seller the consideration specified in 2.2, above.

                  2.3.1.............................. Seller Responsibility.

                  (a)the Seller shall have  delivered to the Buyer a certificate
                  to the effect that each of the  conditions  specified  in this
                  Agreement by Seller is satisfied in all respects;

                  (b)the Buyer shall have received from counsel to the Seller an
                  opinion  in form  and  substance  as set  forth in  Exhibit  E
                  attached  hereto,  addressed to the Buyer, and dated as of the
                  Closing Date;

                  (c)the Buyer shall have received the  resignations,  effective
                  as of the Closing,  of each director and officer of the Target
                  other  than  those  whom the Buyer  shall  have  specified  in
                  writing at least 10 business days prior to the Closing;


                                        5

<PAGE>




                  (d)Buyer  and  Target  shall  receive  from  Seller a  written
                  release and discharge of all  Discharged  Liabilities  owed by
                  Target to Seller; and

                  (e)all  actions to be taken by the Seller in  connection  with
                  consummation of the transactions  contemplated  hereby and all
                  certificates,   opinions,  instruments,  and  other  documents
                  required to effect the transactions  contemplated  hereby will
                  be reasonably satisfactory in form and substance to the Buyer.

                  2.3.2............................. Buyer's Responsibility.

                  (a)the Buyer shall have performed and complied with all of its
                  covenants hereunder in all material respects through the 
                  Closing;

                  (b)the Seller shall have received from counsel to the Buyer an
                  opinion  in form  and  substance  as set  forth in  Exhibit  F
                  attached hereto,  addressed to the Seller, and dated as of the
                  Closing Date; and

                  (c)all  actions  to be taken by the Buyer in  connection  with
                  consummation of the transactions  contemplated  hereby and all
                  certificates,   opinions,  instruments,  and  other  documents
                  required to effect the transactions  contemplated  hereby will
                  be  reasonably  satisfactory  in  form  and  substance  to the
                  Seller.

                  (d)the  Seller shall have received  assignments  sufficient to
                  transfer the stock of Seller.

         2.4      Preparation of Closing Date Balance Sheet.

         2.4.1 At the Closing, Seller shall deliver an Audited Balance Sheet and
         Income Statement for the year ending December 31, 1997.

         2.4.2 Within 30 days after the Closing Date the Target will prepare and
         deliver to the Buyer a balance sheet (the "Closing Date Balance Sheet")
         for the Target as of the close of business on the Closing Date prepared
         by an independent certified public accountant.  The Target will prepare
         the  Closing  Date  Balance  Sheet  on  a  basis  consistent  with  the
         preparation of the previously prepared Financial Statements.



                                        6

<PAGE>



         2.4.3 If the Seller has any  objections  to the  Closing  Date  Balance
         Sheet, it will deliver a detailed  statement  describing its objections
         to the Buyer,  and attach its own Closing Date Balance  Sheet within 15
         days after receiving the Target's Closing Date Balance Sheet. The Buyer
         and the  Seller  will  use  reasonable  efforts  to  resolve  any  such
         objections  themselves.  If the parties do not reach a final resolution
         within 15 days after the Buyer has received  the Seller's  statement of
         objections,  however,  the Buyer and the Seller will promptly select an
         accounting  firm  mutually  acceptable to them to resolve any remaining
         objections.  Each  Party will  cooperate  with the  accounting  firm to
         facilitate its  determination,  and the  accounting  firm will make its
         determination  within  30  days  of  its  selection.  The  cost  of the
         accounting  firm shall be paid by the party whose  Closing Date Balance
         Sheet  is most  different  from  the  accountant's  determination.  The
         accountant's  determination  shall be final and binding on the parties.
         The Buyer will revise the Closing Date Balance Sheet as  appropriate to
         reflect the resolution of any objections.

2.5  Adjustment to Purchase  Price or  Termination.  The Purchase  Price will be
adjusted  by  mutual  agreement  if the  Current  Ratio is less  than 2:1 on the
Closing Date Balance Sheet with the Current Assets-Cash being at least $175,000.
Buyer has the right to terminate this Agreement if this condition is not met.

Article III
Representations and Warranties

         3.1 Seller. Seller represents and warrants to Buyer that:

         3.1.1  Authority.  Seller has the power and authority to enter into and
         perform this Agreement and to consummate the transactions  contemplated
         hereby.  The  execution,  delivery  and  performance  by Seller of this
         Agreement and the consummation of the transactions  contemplated hereby
         have been duly authorized and this Agreement has been duly executed and
         delivered by Seller.  3.1.2 Validity of Agreement.  This Agreement is a
         legal,  valid and  binding  obligation  of Seller  enforceable  against
         Seller  in  accordance  with the  terms of this  Agreement,  except  as
         enforcement  may be limited by bankruptcy,  insolvency or other similar
         Laws  affecting the  enforcement of creditors'  rights in general.  The
         enforceability of Seller's  obligations under this Agreement is subject
         to  general   principles   of  equity   (regardless   of  whether  such
         enforceability is considered in a proceeding in equity or at law).

         3.1.3 No Violation.  The  execution and delivery of this  Agreement and
         the  performance  by the Seller of the terms of this  Agreement  do not
         conflict  with or result in a violation of any  agreement,  instrument,
         order,  writ,  judgment  or  decree  to which  Seller  is a party or is
         subject.

          3.1.4 Legal Proceedings.  As of the date of this Agreement,  there are
          no pending suits, actions, arbitrations,  mediations or proceedings as
          to which Seller has been served


                                        7

<PAGE>



         process or received notice before any court or Governmental  Body which
         would adversely affect the Target, or hinder,  impede or prevent Seller
         from consummating the transactions  contemplated by this Agreement.  To
         Seller's knowledge, there are no pending suits, actions,  arbitrations,
         mediations  or  proceedings  as to which  Seller  has not  been  served
         process or received notice,  or that are threatened before any court or
         Governmental  Body which would adversely affect the Target,  or hinder,
         impede  or  prevent   Seller   from   consummating   the   transactions
         contemplated by this Agreement.

         3.1.5 Compliance with Applicable Laws. Target is in compliance with any
         applicable laws, orders,  rules,  regulations,  judgments or decrees of
         any  Governmental  Bodies  relating  to the  business of Target and its
         Assets,  including  the common or civil  law,  and  including,  but not
         limited to, those relating to occupational safety and health,  consumer
         product safety,  employee benefits,  environmental laws, zoning laws or
         regulations or other  applicable laws or regulations  ("Laws"),  except
         insofar  as  non-compliance   with  Laws  would  not  diminish  Buyer's
         ownership  of the  Target  and the  Assets or  interfere  with  Buyer's
         operation of the Target.

         3.1.6 Target  Shares.  The Seller holds of record and has  authority to
         transfer the number of Target  Shares set forth next to his name on the
         Disclosure  Schedule,  free and clear of any  restrictions  on transfer
         (other  than  any  restrictions  under  the  Securities  Act and  state
         securities  laws),  Taxes,  Security  Interests,   options,   warrants,
         purchase rights, contracts, commitments, equities, claims, and demands.
         The Seller is not a party to any option,  warrant,  purchase  right, or
         other  contract or  commitment  that could  require the Seller to sell,
         transfer,  or  otherwise  dispose  of any  capital  stock of the Target
         (other  than this  Agreement).  The Seller is not a party to any voting
         trust,  proxy, or other agreement or understanding  with respect to the
         voting Target Shares.

         3.1.7 No Consents Required. No preferential purchase rights,  consents,
         approvals or other action by, or filing with any Person or Governmental
         Body is  required  in  connection  with  the  execution,  delivery  and
         performance by Seller of this Agreement, except for ministerial acts of
         Governmental  Bodies in connection with filing  instruments of transfer
         of title and except for  Consents  that will be  delivered  to Buyer by
         Seller at Closing.

         3.1.8  Payments.  Except only for Taxes and those matters listed on the
         Disclosure Schedule, no payments of any kind are required to be made by
         Seller to Third Persons or an Affiliate of Seller under any contract or
         otherwise with respect to the Target.

         3.1.9 Disclosure. Seller has no Knowledge of any facts or circumstances
         affecting  or  relating  to the Target  that might  result in Losses to
         Target or Buyer for any  Environmental  Matter or for any  violation of
         ERISA or under any Employee Benefit Plan.



                                        8

<PAGE>



         3.1.10  Adverse  Claims.  To the  Knowledge  of  Seller,  no person has
         asserted  or has  threatened  to assert  any  claim,  fact,  liability,
         interest,  condition,  or event that, if true and valid,  would violate
         any representation or warranty of Seller.

         3.2      Buyer.  Buyer represents and warrants to Seller that:

         3.2.1 Organization and Standing. Buyer has been duly organized, validly
         existing in good standing under the laws of the State of Delaware.

         3.2.2  Authority.  Buyer has the corporate power and authority to enter
         into and perform this  Agreement  and to  consummate  the  transactions
         contemplated  hereby. The execution,  delivery and performance by Buyer
         of this Agreement and the consummation of the transactions contemplated
         hereby have been duly authorized by all requisite  corporate action and
         this Agreement has been duly executed and delivered.

         3.2.3  Validity of  Agreement.  This  Agreement  is a legal,  valid and
         binding  obligation  by Buyer  enforceable  against Buyer in accordance
         with the terms of this Agreement,  except as enforcement may be limited
         by   bankruptcy,   insolvency  or  other  similar  Laws  affecting  the
         enforcement  of creditors'  rights in general.  The  enforceability  of
         Buyer's   obligations  under  this  Agreement  is  subject  to  general
         principles  of  equity   (regardless  of  whether   enforceability   is
         considered in a proceeding in equity or at law).

         3.2.4 No Violation.  The  execution and delivery of this  Agreement and
         the performance by Buyer of the terms of this Agreement do not conflict
         with or result in a violation of the Corporate Documents of Buyer or of
         any agreement,  instrument,  order,  writ,  judgment or decree to which
         Buyer is a party or is subject.

         3.2.5 Adverse Claims. To the Knowledge of Buyer, no person has asserted
         or has  threatened  to assert any  claim,  fact,  liability,  interest,
         condition,  or  event  that,  if true  and  valid,  would  violate  any
         representation or warranty of Buyer.

3.3 Representations and Warranties  Concerning the Target. The Seller represents
and warrants to the Buyer that the statements  contained in this section 3.3 are
correct and  complete as of the date of this  Agreement  and will be correct and
complete as of the  Closing  Date (as though made then and as though the Closing
Date were  substituted  for the date of this Agreement  throughout  this section
3.3.

         3.3.1 Organization, Qualification, and Corporate Power. The Target is a
         corporation  duly  organized,  validly  existing,  and in good standing
         under the laws of the jurisdiction of its incorporation. Target is duly
         authorized to conduct  business and is in good standing  under the laws
         of each jurisdiction where such  qualification is required.  Target has
         full  corporate  power and  authority and all  licenses,  permits,  and
         authorizations  necessary  to  carry on the  businesses  in which it is
         engaged (and in which it presently


                                        9

<PAGE>



         proposes to engage) and to own and use the properties owned and used by
         it. The Seller has delivered to the Buyer  correct and complete  copies
         of the charter  and bylaws of Target (as  amended to date).  The minute
         books  (containing  the records of meetings  of the  stockholders,  the
         board of directors, and any committees of the board of directors),  the
         stock  certificate  books,  and the stock  record  books of Target  are
         correct and complete. Target is not in default under or in violation of
         any provision of its charter or bylaws.

         3.3.2 Capitalization. The entire authorized capital stock of the Target
         consists of _____ Target Shares,  of which __________ Target Shares are
         issued and outstanding. All of the issued and outstanding Target Shares
         have  been  duly  authorized,  are  validly  issued,  fully  paid,  and
         nonassessable,  and are held of record by the respective Sellers as set
         forth  in  the  Disclosure  Schedule.   There  are  no  outstanding  or
         authorized  preferred  stock,  options,   warrants,   purchase  rights,
         subscription  rights,  conversion  rights,  exchange  rights,  or other
         contracts or commitments that could require the Target to issue,  sell,
         or  otherwise  cause to become  outstanding  any of its capital  stock.
         There are no  outstanding  or authorized  stock  appreciation,  phantom
         stock,  profit  participation,  or similar  rights with  respect to the
         Target.  There are no voting trusts,  proxies,  or other  agreements or
         understandings  with respect to the voting of the capital  stock of the
         Target.

         3.3.3 Noncontravention.  Neither the execution and the delivery of this
         Agreement,  nor  the  consummation  of  the  transactions  contemplated
         hereby, will (i) violate any constitution,  statute,  regulation, rule,
         injunction,   judgment,   order,  decree,   ruling,  charge,  or  other
         restriction of any government,  governmental  agency, or court to which
         Target is subject or any  provision  of the charter or bylaws of Target
         or (ii)  conflict  with,  result in a breach of,  constitute  a default
         under,  result in the acceleration of, create in any party the right to
         accelerate,  terminate,  modify, or cancel, or require any notice under
         any  agreement,   contract,   lease,  license,   instrument,  or  other
         arrangement  to which  Target  is a party or by which it is bound or to
         which any of its assets is subject (or result in the  imposition of any
         Security Interest upon any of its assets). Target does not need to give
         any  notice  to,  make any filing  with,  or obtain any  authorization,
         consent,  or approval of any government or governmental agency in order
         for the Parties to consummate  the  transactions  contemplated  by this
         Agreement.

         3.3.4  Financial  Statements.  Attached  hereto  as  Exhibit  G are the
         following financial  statements of Target  (collectively the "Financial
         Statements"):  (i) unaudited balance sheets and statements of income as
         of and for the  period  ending  December  31,  1995 and  1996,  and the
         Federal  Income Tax Returns for 1995 and 1996 for the Target;  and (ii)
         audited  balance  sheets and  statements  of income  (the "Most  Recent
         Financial  Statements') as of and for the twelve months ending December
         31,  1997 (the  "Most  Recent  Fiscal  Year End") for the  Target.  The
         Financial  Statements  (including the notes thereto) have been prepared
         in accordance  with GAAP applied on a consistent  basis  throughout the
         periods  covered  thereby,  present  fairly the financial  condition of
         Target as of such  dates and the  results of  operations  of Target for
         such periods, are correct and


                                       10

<PAGE>



         complete,  and are  consistent  with the  books and  records  of Target
         (which books and records are correct and complete).

         3.3.5 Undisclosed Liabilities. Target has no Liability (and there is no
         Basis for any  present or future  action,  suit,  proceeding,  hearing,
         investigation,  charge, complaint, claim, or demand against any of them
         giving rise to any Liability),  except for (i) Liabilities set forth on
         the face of the Most Recent  Financial  Statements  (rather than in any
         notes  thereto) and (ii)  Liabilities  which have arisen after the Most
         Recent  Fiscal Year End in the  Ordinary  Course of  Business  (none of
         which results from,  arises out of, relates to, is in the nature of, or
         was  caused  by any  breach of  contract,  breach  of  warranty,  tort,
         infringement, or violation of law).

         3.3.6 Legal  Compliance.  Target has complied with all applicable  laws
         (including rules, regulations,  codes, plans,  injunctions,  judgments,
         orders,  decrees,  rulings, and charges thereunder) of federal,  state,
         local,  and foreign  governments  (and all  agencies  thereof),  and no
         action, suit, proceeding,  hearing,  investigation,  charge, complaint,
         claim,  demand,  or notice has been filed or commenced  against  Target
         alleging any failure so to comply.

                           (a).........................Tax Matters.

                           (i)  Target  has  filed all Tax  Returns  that it was
                           required to file.  All such Tax Returns  were correct
                           and  complete  in all  respects.  All  Taxes  owed by
                           Target  (whether or not shown on any Tax Return) have
                           been paid. Target currently is not the beneficiary of
                           any  extension  of time within  which to file any Tax
                           Return.  No claim has ever been made by an  authority
                           in a  jurisdiction  where  Target  does  not file Tax
                           Returns  that it is or may be subject to  taxation by
                           that jurisdiction. There are no Security Interests on
                           any of the assets of Target that arose in  connection
                           with any failure (or alleged failure) to pay any Tax.

                           (ii) Target has withheld and paid all Taxes  required
                           to have been  withheld  and paid in  connection  with
                           amounts  paid or owing to any  employee,  independent
                           contractor,  creditor,  stockholder,  or other  third
                           party.

                           (b)Title  to Assets.  Target has good and  marketable
                           title  to,  or a valid  leasehold  interest  in,  the
                           properties and assets used by Target,  located on its
                           premises,  or  shown  on the  Most  Recent  Financial
                           Statement or acquired  after the date  thereof,  free
                           and  clear  of all  Security  Interests,  except  for
                           properties  and assets  disposed  of in the  Ordinary
                           Course of Business  since the date of the Most Recent
                           Financial Statements.

         3.3.7    Intellectual Property.


                                       11

<PAGE>




                           (a)To  the  knowledge  of  Seller,   Target  has  not
                           interfered with, infringed upon, misappropriated,  or
                           otherwise  come into conflict  with any  Intellectual
                           Property  rights  of third  parties,  and none of the
                           Sellers and the directors and officers (and employees
                           with   responsibility   for   Intellectual   Property
                           matters)  of Target  has ever  received  any  charge,
                           complaint, claim, demand, or notice alleging any such
                           interference,   infringement,   misappropriation,  or
                           violation  (including  any  claim  that  Target  must
                           license  or  refrain  from  using  any   Intellectual
                           Property rights of any third party). To the Knowledge
                           of the Sellers and the  directors  and officers  (and
                           employees  with   responsibility   for   Intellectual
                           Property  matters)  of  Target,  no third  party  has
                           interfered with, infringed upon, misappropriated,  or
                           otherwise  come into conflict  with any  Intellectual
                           Property rights of Target.

         3.3.8 Contracts.  The Disclosure Schedule lists the following contracts
         and other agreements to which Target is a party:

                  (a) any  agreement  (or group of related  agreements)  for the
                  lease of personal property to or from any Person providing for
                  lease payments in excess of $100,000 per annum;

                  (b) any  agreement  (or group of related  agreements)  for the
                  purchase  or sale  of raw  materials,  commodities,  supplies,
                  products, or other personal property, or for the furnishing or
                  receipt of services, the performance of which will extend over
                  a period of more than one year,  results in a material loss to
                  Target, or involve consideration in excess of $100,000;

                  (c)any agreement concerning a partnership or joint venture;

                  (d) any agreement (or group of related agreements) under which
                  it  has  created,   incurred,   assumed,   or  guaranteed  any
                  indebtedness  for borrowed  money,  or any  capitalized  lease
                  obligation,  in  excess  of  $100,000  or  under  which it has
                  imposed a Security Interest on any of its assets,  tangible or
                  intangible;

                    (e)   any   agreement    concerning    confidentiality    or
                    noncompetition;

                    (f) any agreement with the Seller and its Affiliates  (other
                    than Target);

                  (g) any profit sharing,  stock option,  stock purchase,  stock
                  appreciation,  deferred  compensation,   severance,  or  other
                  material plan or arrangement for the benefit of its current or
                  former directors, officers, and employees;

                  (h)      any collective bargaining agreement;


                                       12

<PAGE>




                  (i) any  agreement for the  employment of any  individual on a
                  full-time,  part-time,  consulting,  or other basis  providing
                  annual   compensation  in  excess  of  $100,000  or  providing
                  severance benefits;

                  (j) any  agreement  under which it has  advanced or loaned any
                  amount  to any  of  its  directors,  officers,  and  employees
                  outside the Ordinary Course of Business;

                  (k) any agreement under which the consequences of a default or
                  termination  could  have  a  material  adverse  effect  on the
                  business,   financial   condition,   operations,   results  of
                  operations, or future prospects of Target; or

                  (l) any other  agreement (or group of related  agreements) the
                  performance  of which  involves  consideration  in  excess  of
                  $100,000.

         The Seller has  delivered to Buyer a correct and complete  copy of each
         written  agreement  listed in the  Disclosure  Schedule  (as amended to
         date) and a written  summary  setting forth the terms and conditions of
         each  oral  agreement  referred  to in the  Disclosure  Schedule.  With
         respect to each such  agreement:  (A) the  agreement  is legal,  valid,
         binding,  enforceable,  and in full force and effect; (B) the agreement
         will continue to be legal,  valid,  binding,  enforceable,  and in full
         force and effect on identical terms  following the  consummation of the
         transactions contemplated hereby; (C) no party is in breach or default,
         and no event has  occurred  which  with  notice or lapse of time  would
         constitute a breach or default, or permit termination, modification, or
         acceleration,  under the agreement; and (D) no party has repudiated any
         provision of the agreement.

         3.3.9 Notes and Accounts Receivable.  All notes and accounts receivable
         of Target are  reflected  properly on Target's  books and records,  are
         valid receivables  subject to no setoffs or counterclaims,  are current
         and  collectible,  and will be collected in accordance with their terms
         at their recorded  amounts,  subject only to the reserve for bad debts,
         if any, set forth on the face of the Most Recent  Financial  Statements
         (rather than in any notes  thereto) as adjusted for the passage of time
         through  the  Closing  Date in  accordance  with  the past  custom  and
         practice of Target.

         3.3.10  Insurance.  The  Disclosure  Schedule  sets forth the  material
         information with respect to each insurance policy  (including  policies
         providing  property,  casualty,  liability,  and workers'  compensation
         coverage and bond and surety  arrangements)  to which Target has been a
         party, a named insured, or otherwise the beneficiary of coverage at any
         time within the past five years.

         3.3.11  Product  Liability.  Target has no  Liability  (and there is no
         Basis for any  present or future  action,  suit,  proceeding,  hearing,
         investigation,  charge, complaint, claim, or demand against any of them
         giving rise to any Liability) arising out of any injury to


                                       13

<PAGE>



         individuals  or property as a result of the ownership,  possession,  or
         use of any product manufactured, sold, leased, or delivered by Target.

         3.3.12  Employee  Benefits.  With respect to any Employee  Benefit Plan
         that  Target  maintains  or ever  has  maintained  or to  which  Target
         contributes,  ever  has  contributed,  or ever  has  been  required  to
         contribute,  the Seller has delivered to the Buyer correct and complete
         copies of the plan  documents and summary plan  descriptions,  the most
         recent determination letter received from the Internal Revenue Service,
         the  most  recent  Form  5500  Annual  Report,  and all  related  trust
         agreements,  insurance  contracts,  and other funding  agreements which
         implement each such Employee Benefit Plan. Target does not maintain and
         has never  maintained  or  contributed,  or has never been  required to
         contribute to any Employee Welfare Plan providing  medical,  health, or
         life  insurance  or other  welfare-type  benefits for current or future
         required or terminated  employees,  their spouses,  or their dependents
         (other than in accordance with Code Sec. 4980B).

         3.3.13 Certain Business  Relationships  with Target. The Seller has not
         been involved in any business  arrangement or relationship  with Target
         within  the past 12  months,  and the  Seller  does not own any  asset,
         tangible or intangible, which is used in the business of Target.

         3.3.14 Disclosure. The representations and warranties contained in this
         Section III do not contain any untrue  statement of a material  fact or
         omit to  state  any  material  fact  necessary  in  order  to make  the
         statements and information contained in this III not misleading.

         Article IV
         Covenants

         4.1 Seller's Covenants. Seller covenants with Buyer as follows:

         4.1.1. Access.  Except as set forth in Articles V and VI, from the date
         hereof to the Closing  Date,  Seller shall afford and shall cause to be
         afforded  to Buyer  and  Buyer's  representatives  full and  reasonable
         access to the  Target,  to all books and records in the  possession  or
         control of Target  regarding the Assets,  and to the charter,  by-laws,
         minutes,  and corporate  resolutions of the Target subject to the Trade
         Secrets Agreement between Target and Buyer.

         4.1.2.  Exclusive  Dealing.  From and after the date of this  Agreement
         until  Closing,  except as otherwise  consented to by Buyer in writing,
         and except for the termination of dealings with other parties with whom
         Seller  had  previously  communicated  regarding  the  purchase  of the
         Assets,  Seller  shall not  either  directly  or  indirectly  through a
         representative:



                                       14

<PAGE>



                           (a)provide    information    to   any    Person    or
                           representative  of such  Person,  which would  assist
                           such Person in evaluating the prospects of purchasing
                           the Target or its Assets;

                           (b)initiate,  encourage,  solicit, analyze or respond
                           to any inquiries,  offers, proposals,  bids, or other
                           investigations by any Person to acquire all or any of
                           the shares of Target (other than to indicate that the
                           shares of Target are not for sale);

                           (c)enter into or agree to enter into any transaction,
                           the result of which would interfere, hinder, delay or
                           materially  change  the  effect  of  the  transaction
                           contemplated by this Agreement; or

                           (d)negotiate with any Person with respect to any such
                           transaction.

         4.1.3.   Conduct of Business.

                           (a).......Prior to Closing Seller shall:

                           (i)  maintain,  repair  and  operate  the  Target  in
                           accordance with standard  practices and the practices
                           historically employed with respect to the business of
                           Target and comply in all material  respects with Laws
                           and perform in all material  respects the obligations
                           under the Contracts;

                           (ii) provide Buyer, as soon as reasonably practicable
                           following  receipt by Seller,  with written notice of
                           all  proposals  regarding  the business and Assets of
                           Target;

                           (iii)  maintain  the Target in its present  customary
                           offices,  except to the  extent  that the  Assets are
                           moved for use at work locations and returned to their
                           present   customary   locations  after  the  work  is
                           complete;

         (iv) promptly notify Buyer of any Loss,  damage, or injury to, relating
         to, or wholly or partly caused by, any of the Assets.


                           (b)With the consent of Buyer, prior to Closing Seller
                           shall not permit Target to:

                                    (i) incur  obligations  with  respect to, or
                                    undertake any transactions  relating to, the
                                    Target,  other than  transactions (1) in the
                                    normal, usual and customary manner, (2) of a
                                    nature  and  in an  amount  consistent  with
                                    prior practice, and (3) in the ordinary


                                       15

<PAGE>



                                    course of business and operating the Target;

                                    (ii) enter into any new material  agreements
                                    or commitments  with respect to the business
                                    of the Target;

                                   (iii) abandon or scrap any part of the Assets
                                   of Target; or

                                    (iv)   sell,    lease,    rent,    encumber,
                                    hypothecate,  sell or  otherwise  dispose of
                                    any  part of,  or  interest  in,  any of the
                                    Assets of Target.

         4.2  Covenants of Seller and Buyer.  Seller and Buyer  covenant to each
other as follows:

         4.2.1  Compliance with Conditions  Precedent.  Each Party shall use its
         best  efforts to cause the  conditions  precedent  set forth in Article
         VII, applicable to such Party, to be fulfilled and satisfied as soon as
         practicable but in any event prior to Closing.

         4.2.2  Preparation  of  Closing  Documents.  With  respect  to  Closing
         Documents,  each  Party  shall  deliver  proposed  forms  of all  other
         documents  to be delivered at Closing  pursuant to this  Agreement  for
         which such Party is responsible no later than 10 days prior to Closing.

         4.2.3  Press  Release.  Prior to  Closing  and for a period  of 30 days
         following Closing,  neither Party shall make any press release or other
         announcement in connection with this Agreement without first consulting
         with the other Party and accommodating  all reasonable  requests to the
         other Party  regarding  the  statements  made in such press  release or
         announcement.  Following  such  consultation  and good faith attempt to
         make reasonable accommodations,  either Party may make any announcement
         or press release that it believes is either  required by applicable Law
         or the rules of any stock exchange,  or is advisable in connection with
         such Party's  obligation  to provide  public  disclosure  regarding its
         activities.  This  provision  shall  not apply to any  filing  with any
         Governmental   Body  or  stock  exchange   required  by  Law,  rule  or
         regulation.

         4.2.4  Brokers.  The  Parties  represent  to each other that no broker,
         finder,  financial  advisor,  investment  banker, or similar person has
         been retained by a Party in connection with this Agreement.

         4.2.5  Post-Closing  Access.  Except as  otherwise  expressly  provided
         herein,  from and after  the  Closing  Date,  Buyer  and  Seller  shall
         reasonably  cooperate  and afford each other or cause to be afforded to
         their   respective   officers,   employees,   accountants   and   other
         representatives  access, upon reasonable notice,  during business hours
         with  respect to the facility to which  access has been  requested,  to
         review  and copy the  books,  documents,  databases,  or other  records
         relating to the Assets (which books, documents,  databases, records, or
         employees  files or other  information  the Parties shall cooperate and
         assist one


                                       16

<PAGE>



         another  in  identifying  and  locating),  interview,  depose  or  seek
         testimony  of  employees,   provide   assistance  in  proceedings  with
         employees as witnesses or advisors,  investigate the physical premises,
         take photographs or videotapes, identify employees and contractors with
         knowledge  of any  matter  which is the  subject of a claim for which a
         Party has  responsibility  and make such  employees  available  to such
         Party and provide reasonable office space to do any of the foregoing in
         connection  with any  matter  affecting  or alleged to affect the Party
         requesting such access.

         4.2.6 Employee Matters.  Subject to the Trade Secrets Agreement between
         Target and Buyer,  Buyer shall have the right to solicit the  employees
         of Target or of any  Affiliate  of Seller  who work  directly  on or in
         connection with the Target  ("Employees"),  and shall have the right to
         offer  employment  to and  hire  any  Employees.  If  Buyer  hires  any
         Employee, the terms of employment shall be at Buyer's discretion.

         4.2.7 Further  Assurances.  Each Party shall,  from time to time at the
         request of the other,  and without further  consideration,  execute and
         deliver  such  other   instruments   of  sale,   transfer   conveyance,
         assignment, clarification and termination and take such other action as
         the Party  making the request may require to effect the  intentions  of
         the Parties,  including  those required to sell,  transfer,  convey and
         assign to, and vest in Buyer,  and to place Buyer in  possession of the
         Assets,  and to give Buyer full and  unencumbered  rights of ownership,
         operation, use, possession, and enjoyment of the Assets. Seller intends
         to convey all the stock of Target at Closing.

         4.2.8 Files  Transfer.  Seller shall  deliver to Buyer the originals of
         all the files and records relating to the Target. Seller shall have the
         right to make copies of all  originals.  For five years after  Closing,
         Seller shall have the right,  during regular business hours, and at its
         expense,  to inspect  and copy the files and  records  relating  to the
         Target.

          4.2.9  Post-Closing  Covenants.  The  parties  agree as  follows  with
          respect to the period following the Closing:

                           (a)General. In case at any time after the Closing any
                           further action is necessary or desirable to carry out
                           the purposes of this  Agreement,  each of the Parties
                           will  take  such  further   action   (including   the
                           execution  and delivery of such  further  instruments
                           and  documents)  as any other  Party  reasonably  may
                           request,  all at the sole  cost and  expenses  of the
                           requesting  Party  (unless  the  requesting  Party is
                           entitled to indemnification  thereof under section VI
                           below). The Seller  acknowledges and agrees that from
                           and after the  Closing  the Buyer will be entitled to
                           possession   of   all   documents,   books,   records
                           (including  Tax records),  agreements,  and financial
                           data of any sort relating to Target.



                                       17

<PAGE>



                           (b)Covenant Not to Compete. For a period of two years
                           from and after the Closing Date,  (i) the Seller will
                           not engage  directly or  indirectly  in any  business
                           that Target  conducts  as of the Closing  Date within
                           200 miles of any office in which Target conducts that
                           business as of the Closing Date.

                           (c)Consulting   Services.    Sellers   shall   remain
                           available for  consultation at compensation  mutually
                           agreed  by the  parties  for a  period  of  180  days
                           following the Closing.

         Article V
         Taxes

         5.1 Tax  Proceedings.  If Buyer or any of Buyer's  Affiliates  receives
         notice  of any  examination,  claim,  adjustment  or  other  proceeding
         relating to the  liability  for Taxes of or with  respect to Seller for
         any period Seller is or may be liable under this Agreement, Buyer shall
         notify Seller in writing within 20 days of receiving notice thereof. As
         to any such  Taxes for which  Seller  is or may be  liable  under  this
         Agreement,  Seller  shall at  Seller's  expense  control  or settle the
         contest of such examination, claim, adjustment or other proceeding, and
         shall indemnify Buyer against all Losses in connection  therewith.  The
         Parties  shall  cooperate  with each  other and with  their  respective
         Affiliates  in  the   negotiation  and  settlement  of  any  proceeding
         described  in  this  Article.  Buyer  shall  provide,  or  cause  to be
         provided,  to  Seller  necessary  authorizations,  including  powers of
         attorney, to control any proceeding which Seller is entitled to control
         pursuant to this Article.

         Article VII
         Indemnity

         6.1 Indemnification by Seller. Seller shall indemnify,  defend and hold
         harmless Buyer from and against all Losses based upon,  arising out of,
         in connection with, or relating to:

         6.1.1 any breach of any representation, warranty, covenant or agreement
         of Seller contained in this Agreement;

         6.1.2 any matter arising in connection with the ownership,  possession,
         use, enjoyment, or operation of the Target prior to the Effective Date;

         6.1.3  any  claim  of any  Third  Party  to  any  right  to  ownership,
         possession, use, enjoyment, or operation of the Target arising prior to
         the Effective Date;

          6.1.4 any matter  relating to the  Employees  and  relating to periods
          prior to the Effective Date; and



                                       18

<PAGE>



         6.1.5  all  actions,  proceedings,  claims,  litigation,   arbitration,
         mediation  or other  dispute  resolution  procedure  pending  as of the
         Effective Date relating to or affecting the Target.
         6.1.1
         6.2  Indemnification by Buyer.  Buyer shall indemnify,  defend and hold
         harmless Seller from and against all Losses based upon, arising out of,
         in connection with, or relating to:

         6.2.1 any breach of any representation, warranty, covenant or agreement
         of Buyer contained in this Agreement;

         6.2.2 if the Closing occurs,  any matter arising in connection with the
         ownership, possession, use, enjoyment, or operation of the Target on or
         after the Effective Date;

         6.2.3    Buyer's inspection of the Target; and

         6.2.4 any matter  relating  to the  Employees  and  relating to periods
         after the Effective Date.

          6.3 Method of Asserting Claims. All claims for  indemnification  under
          this Agreement shall be asserted and resolved as follows:

         6.3.1 Third  Person  Claims.  If any claim for which a Party  providing
         indemnification  (the "Indemnifying  Party") would be liable to a Party
         or any of its officers, directors, employees, agents or representatives
         entitled to  indemnification  hereunder  (the  "Indemnified  Party") is
         asserted  against  or sought to be  collected  by a Third  Person,  the
         Indemnified Party shall promptly notify the Indemnifying  Party of such
         claim,  specifying  the  nature  of such  claim  and the  amount or the
         estimated  amount thereof to the extent then feasible  (which  estimate
         shall not be  conclusive of the final amount of such claim) (the "Claim
         Notice"). The Indemnifying Party shall have 30 days from its receipt of
         the Claim Notice (the "Notice Period") to notify the Indemnified Party

                           (a)whether or not it disputes its liability to the
                           Indemnified Party hereunder with respect to such 
                           claim, and

                           (b)if it does not dispute such liability,  whether or
                           not it  desires,  at its sole  cost and  expense,  to
                           defend the  Indemnified  Party  against  such  claim;
                           provided,  however,  that  the  Indemnified  Party is
                           hereby  authorized  prior to and  during  the  Notice
                           Period to file any motion,  answer or other pleading,
                           submission or document  which it shall deem necessary
                           or  appropriate  to  protect  its  interests.  If the
                           Indemnifying  Party  notifies the  Indemnified  Party
                           within the  Notice  Period  that it does not  dispute
                           such  liability  and desires to defend  against  such
                           claim  or  demand,   then,   except  as   hereinafter
                           provided, the Indemnifying Party shall have the right
                           to  defend  such  claim  or  demand  by   appropriate
                           proceedings,  which  proceedings  shall  be  promptly
                           settled or


                                       19

<PAGE>



                           prosecuted to a final conclusion, in such a manner as
                           to avoid any risk of the  Indemnified  Party becoming
                           subject  to  liability.   If  the  Indemnified  Party
                           desires to participate in, but not control,  any such
                           defense or  settlement,  it may do so at its own cost
                           and expense.  If the Indemnifying  Party disputes its
                           liability  with respect to such claim,  or elects not
                           to defend  against such claim,  whether by not giving
                           timely  notice as provided  above or  otherwise,  the
                           Indemnified  Party  shall  have the right but not the
                           obligation  to defend  against  such  claim,  and the
                           amount of any such claim, or if the same be contested
                           by  the  Indemnifying  Party  or by  the  Indemnified
                           Party,  then that  portion  thereof  as to which such
                           defense is unsuccessful, shall be conclusively deemed
                           to be a liability of the Indemnifying Party hereunder
                           (subject,  if it has timely disputed liability,  to a
                           determination  in accordance with this Agreement that
                           the disputed liability is covered by this Article).

                           (c)Other  Claims.  In the event that the  Indemnified
                           Party  shall have a claim  against  the  Indemnifying
                           Party  hereunder  which  does not  involve a claim or
                           demand  being  asserted   against  or  sought  to  be
                           collected from it by a Third Person,  the Indemnified
                           Party shall promptly send a Claim Notice with respect
                           to  such  claim  to the  Indemnifying  Party.  If the
                           Indemnifying  Party does not  notify the  Indemnified
                           Party within the Notice  Period that it disputes such
                           claim, the amount of such claim shall be conclusively
                           deemed  a  liability   of  the   Indemnifying   Party
                           hereunder.

         6.4  Payment.  Payments  in regard to Third  Person  claims  under this
         Agreement shall be made as follows:

         6.4.1  Payment  of  Undisputed  Amount.  If the  Indemnifying  Party is
         required to make any payment, the Indemnifying Party shall promptly pay
         the  Indemnified  Party the amount so determined.  If there should be a
         dispute as to the amount or manner of  determination  of any  indemnity
         obligation owed, the Indemnifying Party shall nevertheless pay when due
         such  portion,  if any,  of the  obligation  as shall not be subject to
         dispute.  Upon the payment in full of any claim, the Indemnifying Party
         shall be subrogated to the rights of the Indemnified  Party against any
         Person or other  entity  with  respect  to the  subject  matter of such
         claim.

         6.4.1 Interest. If all or part of any indemnification  obligation under
         this Agreement is disputed or is otherwise not paid when due, then upon
         resolution of the claim the  Indemnifying  Party shall pay on demand to
         the  Indemnified  Party interest at the Agreed Rate on that part of the
         obligation  for each day from the  date the  amount  became  due  until
         payment in full.

          6.4.2  Disputed  Claims.  If the  Indemnifying  Party shall notify the
          Indemnified  Party during the Notice Period that it disputes any claim
          for indemnification (the "Disputed


                                       20

<PAGE>



         Claim"),  the Disputed Claim shall be subject to the dispute resolution
         procedures provided in this Agreement.
         6.4.1
         Article VII
         Conditions Precedent

         7.1  Conditions  Precedent  of  Buyer.  The  obligations  of  Buyer  to
         consummate the transactions  contemplated by this Agreement are subject
         to the following conditions:

         7.1.1   Representations   and   Warranties   True   at   Closing.   The
         representations and warranties of Seller contained in this Agreement or
         in any  certificate  or document  delivered  pursuant to the provisions
         hereof, or in connection with the transaction contemplated hereby, were
         true and complete  when made,  and shall be true and complete on and as
         of the Closing Date as though such  representations and warranties were
         made at and as of such date  except  as  otherwise  expressly  provided
         herein.

         7.1.2 Compliance with Agreement.  On and as of the Closing Date, Seller
         and Target  shall have  performed  and  complied  with all  agreements,
         covenants,  and  conditions  required by this Agreement to be performed
         and complied with prior to or on the Closing Date.

         7.1.3 Approval of Proceedings.  All actions,  proceedings,  instruments
         and  documents  required  of  Seller to carry  out this  Agreement,  or
         incidental thereto, and all other related legal matters shall have been
         approved  by  William  Vincent  Walker,  as counsel  for  Buyer,  which
         approval shall not be unreasonably withheld.

         7.1.4 Opinion of Counsel.  There shall have been delivered to Buyer the
         opinion of Clyde Wright, Jr., as counsel for Seller,  dated the Closing
         Date and in the form set forth on Exhibit F.

         7.1.5  Conveyance.  Seller shall  execute,  acknowledge  and deliver to
         Buyer such other documents as may be necessary to carry out the purpose
         of this Agreement.

         7.1.6 No Material  Adverse  Change.  There shall not have occurred with
         respect to Target any material adverse change in the condition or value
         thereof other than changes in the ordinary course of business and there
         has  been  no  material  adverse  changes   resulting  from  events  or
         circumstances that affect the financial markets.

         7.2  Conditions  Precedent  of  Seller.  The  obligations  of Seller to
         consummate the transactions  contemplated by this Agreement are subject
         to the following conditions:

          7.2.1   Representations   and   Warranties   True  at   Closing.   The
          representations and warranties of Buyer contained in this Agreement or
          in any certificate or document


                                       21

<PAGE>



         delivered  pursuant to the provisions hereof, or in connection with the
         transactions contemplated hereby, were true and complete when made, and
         shall be true and complete on and as of the Closing Date as though such
         representations  and warranties were made at and as of such date except
         as otherwise expressly provided herein.

         7.2.2  Compliance with Agreement.  On and as of the Closing Date, Buyer
         shall have performed and complied with all agreements,  covenants,  and
         conditions required by this Agreement to be performed and complied with
         prior to or on the Closing Date.

          7.2.3  Certified  Resolutions and Officers'  Certificate.  Buyer shall
          have delivered to Seller

                           (a)a certificate dated the Closing Date signed by the
                           Secretary  of Buyer  with  respect  to the  action of
                           Buyer's   Board   of   Directors    authorizing   the
                           transactions   contemplated   by  this  Agreement  in
                           accordance with Buyer's Corporate Documents, and

                           (b)a certificate dated the Closing Date and signed by
                           the  President of Buyer  certifying in such detail as
                           Seller may reasonably  request to the  fulfillment of
                           the conditions specified in Sections 7.2.1 and 7.2.2.

         7.2.4 Approval of Proceedings.  All actions,  proceedings,  instruments
         and  documents  required  for  Buyer to carry  out this  Agreement,  or
         incidental thereto, and all other related legal matters shall have been
         approved by Clyde Wright,  Jr., as counsel for Seller,  which  approval
         shall not be unreasonably withheld.

         7.2.5 Opinion of Counsel.  There shall have been delivered to Seller an
         opinion of William  Vincent  Walker,  dated the Closing Date and in the
         form set forth on Exhibit E.

         7.2.6  Injunction.  On the Closing Date,  there shall be no injunction,
         writ,  or  preliminary  restraining  order or any  order of any  nature
         issued by a court or other Governmental Body of competent  jurisdiction
         directing that the transactions  provided for herein or any of them not
         be  consummated  as herein  provided or imposing any  conditions on the
         consummation of the  transactions  contemplated  hereby and no material
         proceeding  or lawsuit  shall have been  commenced or threatened by any
         Governmental   Body  or  other  Person  with  respect  to  any  of  the
         transactions contemplated by this Agreement.

         7.2.7  Conveyance.  Buyer  shall  execute,  acknowledge  and deliver to
         Seller such  documents as may be necessary to carry out the purposes of
         this Agreement.

         Article VIII
         Miscellaneous



                                       22

<PAGE>



         8.1  Notices.  All  notices,  consents,  requests,  demands,  and other
         communications  hereunder  shall be in  writing  and shall be deemed to
         have been duly given or delivered if

         8.1.1    delivered by hand,

          8.1.2 delivered by a recognized  overnight commercial courier (receipt
          requested), or

         8.1.3 sent by telecopier (with receipt confirmed), provided that a copy
         is  promptly  thereafter  mailed in the  United  States by  first-class
         postage prepaid mail,

         to the Party as follows  (or to such other  address as any Party  shall
         have last designated by 15 days' notice to the other Parties).

                  If to Seller:

                  Dickie McGehee
                  P.O. Box 4037
                  Alice, Texas  7332

                  Telecopier:      (512) 668-1170

         If to Buyer:

                  Frank Moss
                  2450 South Shore Boulevard, Suite 210
                  League City, Texas  77573

                  Telecopier:  (281) 535-0410

A notice shall also be deemed  given if an  original,  photocopy or facsimile is
actually received by the Persons designated to receive notice, regardless of the
manner of transmission.

         8.2 Governing  Law. This  Agreement  shall be governed by and construed
         and enforced in  accordance  with the Laws of the State of Texas,  with
         venue established in the State Courts of Harris County,  Texas, and the
         United States District Court for the Southern District of Texas



                                       23

<PAGE>



         8.3 Assignment.  This Agreement and the rights and obligations  created
         hereunder shall not be assigned prior to Closing by either Party except
         that  Buyer  may  assign  its  rights  to a single  Affiliate  of Buyer
         provided  Buyer remains  primarily  liable for the  performance  of all
         obligations  hereunder.  Subsequent to Closing  either Party may assign
         their obligations  hereunder to an Affiliate provided the Party remains
         primarily  liable  for  the  performance  of  the  Party's  obligations
         hereunder. Subsequent to Closing neither Party may assign its rights or
         interests under this Agreement  except in connection with a sale of all
         or substantially all of Target Shares or in connection with a merger or
         similar transaction.

         8.4  Counterparts.  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.

         8.5  Invalidity.  If any of the provisions of this Agreement  including
         the  Exhibits is held  invalid or  unenforceable,  such  invalidity  or
         unenforceability   shall  not  affect  in  any  way  the   validity  or
         enforceability  of any other provision of this Agreement.  In the event
         any  provision  is held  invalid or  unenforceable,  the Parties  shall
         attempt to agree on a valid or enforceable  provision  which shall be a
         reasonable  substitute for such invalid or  unenforceable  provision in
         light  of the  tenor  of this  Agreement  and,  on so  agreeing,  shall
         incorporate such substitute provision in this Agreement.

         8.6 Entire  Agreement and  Construction.  This  Agreement  contains the
         entire  agreement  between the Parties with respect to the transactions
         contemplated  hereby and all prior  understandings and agreements shall
         merge herein.  There are no  additional  terms,  whether  consistent or
         inconsistent,  oral or  written,  which are  intended to be part of the
         Parties'  understandings  which  have not been  incorporated  into this
         Agreement  and the  Exhibits  which  have been  incorporated  herein by
         reference. The Parties agree that they have jointly participated in the
         drafting and  preparation  of this  Agreement  and that the language of
         this  Agreement  shall be  construed  as a whole  according to its fair
         meaning and not strictly for or against any of the Parties hereto.

         8.7 Expenses. Except as otherwise expressly provided herein, each Party
         shall  bear  its  fees,  costs  and  expenses  in  connection  with the
         transactions  contemplated herein, including,  without limitation,  all
         legal and accounting  fees and  disbursements  and fees and expenses of
         other advisors retained by such Party.

         8.8 Waivers and  Amendments.  All  amendments  and other  modifications
         hereof  shall be in writing and signed by each of the  Parties.  Either
         Party may by written instrument

         8.8.1  waive  any  inaccuracies  in  any  of  the   representations  or
         warranties made to it by any other Party contained in this Agreement or
         in any  instruments  and  documents  delivered  to it  pursuant to this
         Agreement;


                                       24

<PAGE>




         8.8.2 waive compliance or performance by the other Party with or of any
         of the covenants or agreements  made to it by the other Party contained
         in this Agreement; or

         8.8.3    waive any of its conditions precedent to Closing;

         The delay or  failure on the part of a Party  hereto to insist,  in any
         one instance or more,  upon strict  performance  of any of the terms or
         conditions  of this  Agreement,  or to exercise  any right or privilege
         herein  conferred shall not be construed as a wavier of any such terms,
         conditions, rights or privileges but the same shall continue and remain
         in full force and effect.  All rights and remedies are cumulative.  The
         waiver of a  condition  to Closing  by a Party  regarding  a  warranty,
         representation or covenant shall not constitute a waiver or a breach of
         such warranty,  representation or covenant; provided, however, that the
         Parties  shall attempt in good faith to agree prior to closing upon the
         resolution  of a breach of a  representation  or  warranty  that arises
         after the date of this Agreement which could result in liability to the
         breaching Party and of which the other Party has actual Knowledge,  and
         if the Parties  cannot  agree upon a  resolution,  the breach  shall be
         deemed waived if the Closing occurs.

         8.9  Survival  of  Warranties,   Representations  and  Covenants.   All
         representations  and  warranties  contained  in  this  Agreement  shall
         survive  the  Closing and  continue  with  respect to claims made on or
         before two years following the Closing Date. The covenants, indemnities
         and agreements  contained in this  Agreement  shall survive the Closing
         and continue in accordance with their respective terms.

         8.10 Section  Headings.  The section headings in this Agreement are for
         convenience  of  reference  only and  shall  not be  deemed to alter or
         affect the interpretation of any provision thereof.

         8.11     Termination.  This Agreement may be terminated

          8.11.1 by mutual  written  consent of the Parties at any time prior to
          the Closing;

         8.11.2  by Buyer by notice to  Seller  given on or before  the  Closing
         Date, if Buyer shall  discover any material fact or condition  existing
         on the  date of  such  variance  with  any of the  representations  and
         warranties of Seller contained in this Agreement; or

         8.11.3  by Buyer by notice to  Seller  given on or before  the  Closing
         Date, if Buyer is not satisfied,  in its sole and absolute  discretion,
         with  the  condition,   location,  ownership,   encumbrance,  title  or
         existence of the  property  and business of Target  necessary to obtain
         the full and unencumbered ownership,  operation,  possession,  use, and
         enjoyment of the business of Target, or with the conditions, restraints
         or restrictions on Target.



                                       25

<PAGE>



         8.11.4 by Seller or Buyer if the Closing  shall not have occurred on or
         before  February  27,  1998,  other  than  through  the  fault  of  the
         terminating Party.

         Upon any  termination  the  Parties  shall have no further  obligations
         under this Agreement, except that the provisions of Section 8.1 through
         8.8, 8.10, and 8.12 shall remain in full force and effect.

         8.12 Dispute  Resolution.  Except as expressly provided to the contrary
         in this Agreement,  the parties shall submit every dispute  relating to
         this Agreement to binding arbitration as follows:

         8.12.1  Selection  of  Arbitrator.  The  Parties  shall use  reasonable
         efforts to select a mutually acceptable arbitrator. If the Parties fail
         to agree on an arbitrator  within 15 days, either Party may request the
         judge of the United States District Court for the Southern  District of
         Texas having greatest tenure,  but not yet on retired or senior status,
         to appoint an arbitrator. If that

         8.12.2   Qualifications   of  Arbitrator.   Each  arbitrator  shall  be
         knowledgeable  about  matters  affecting  the  issue(s)  for which such
         arbitrator is appointed (and where applicable,  shall be a professional
         in the matter of dispute)  or shall be a former  member of the Texas or
         federal  judiciary,  and shall be  required  to meet the  qualification
         requirements  of the  Commercial  Arbitration  Rules  of  the  American
         Arbitration  Association  (the "AAA  Rules").  If prior to  rendering a
         decision  an  arbitrator  resigns  or  becomes  unable  to  serve,  the
         arbitrator will be replaced using the mechanism set forth herein.

         8.12.3 Suit Prohibited. No Party will commence or prosecute any suit or
         action  against  another Party other than as may be necessary to compel
         arbitration or to enforce the award of an arbitrator.

         8.12.4  Damages.  The arbitrator  shall not have any authority to award
         consequential,  exemplary or punitive  damages.  The sole forum for the
         arbitration  shall be Harris County,  Texas,  and all hearings shall be
         conducted in Harris County, Texas.

         8.12.5  Decision.  The decision of the arbitrator  shall be rendered in
         writing  and shall be final and  binding  upon the  Parties.  Any Party
         shall have the right to entry of  judgment,  by any court of  competent
         jurisdiction,  upon the  decision of the  arbitrator.  Unless  declared
         otherwise by the arbitrator:

                    (a) the expenses of arbitration,  including  compensation to
                    the aribtrator, shall be borne equally by the Parties;



                                       26

<PAGE>



                           (b)  each  Party  shall  bear  the  compensation  and
                           expenses of its own counsel, witnesses and employees;
                           and

                           (c) if the testimony of a witness is obtained by both
                           Parties,  the costs  associated  with  obtaining such
                           testimony shall be borne equally between the Parties.

         8.12.6 AAA Rules. Matters not specifically provided for herein shall be
         governed by the AAA Rules on procedure matters and by laws of the State
         of Texas and United States of America on substantive law matters.

                  IN WITNESS WHEREOF,  the Parties hereto have entered into this
         Agreement as of the date first herein above written.

SELLER:                            BUYER:


                                   SYNAPTIX SYSTEMS CORPORATION
Dickie McGehee

                                   By
Denise McGehee



                                       27

<PAGE>



                                                               Exhibit 2.1.1
                                 PROMISSORY NOTE

$3,024,000.00                     Alice, Texas                    March 12, 1998

         FOR  VALUE  RECEIVED,  the  undersigned  SYNAPTIX  SYSTEMS  CORPORATION
(hereinafter  called  "Maker"),  promisses to pay to the order of Dickie McGehee
and Denise McGehee (hereinafter called "Payee"), at Alice Texas, in lawful money
of the United States of America,  the sum of THREE MILLION  TWENTY FOUR THOUSAND
and NO/100  $3,024,000.00)  with no interest on unpaid balance from date of this
Note  until  maturity.  All past due  principle  shall bear  interest  at twelve
percent  (12%) per annum.  Past due  interest  shall be  computed on a per annum
basis of a year of 365 days and for the  actual  number of days  (including  the
first but excluding the last day) elapsed.

         This note shall be due and payable as follows, to wit:

         Principal in full is payable on or before July 13, 1998, as follows:

                  Payee,  at  its  election,  may  demand  any  cash  sum  up to
                  $1,000,000  payable  against the principal with the balance of
                  the principal  discharged by delivery of common stock of Maker
                  valued on the last  trading day before the maturity or payment
                  date as the mean between the average closing bid and ask price
                  reported by the market  makers for the common  stock,  but the
                  value per share  credited  against  the note  shall not exceed
                  $2.50 per share.  Payee shall give Maker notice 20 days before
                  maturity of the amount of cash to be demanded.

         Maker promises to pay to the order of Payee at Alice, Texas,  according
to the terms of payment the  principal  amount.  Maker can prepay  (advance  the
maturity) of this Note with 10 days' prior notice to payee.

         If Maker defaults in the payment of this note or in the  performance of
any obligation in any instrument  securing it, and the default  continues  after
Payee  gives Maker  notice of the  default and the time within  which it must be
cured, as may be required by law or by written agreement, then payee may declare
the unpaid  principal  balance and earned interest on this note immediately due.
Maker and each surety,  endorser,  and guarantor  waive all demands for payment,
presentations for payment, notices of intention to accelerate maturity,  notices
of acceleration  of maturity,  protests,  and notices of protest,  to the extent
permitted by law.

         If this note is given to an attorney for collection or enforcement,  or
if suit is brought for  collections  or  enforcement,  or if it is  collected or
enforced through probate bankruptcy, or other


                                       28

<PAGE>



judicial  proceeding,  then Maker shall pay Payee all costs of  collections  and
enforcement,  including reasonable  attorney's fees and court costs, in addition
to other amounts due.

         Interest  on the debt  evidenced  by this  Note  shall not  exceed  the
maximum  amount of  nonusurious  interest  that may be  contracted  for,  taken,
reserved, charged, or received under law; any interest in excess of that maximum
amount shall be credited on the principal of the debt or, if that has been paid,
refunded.  On any  acceleration  or required or permitted  prepayment,  any such
excess shall be canceled  automatically as of the acceleration or prepayment or,
if already  paid,  credited on the principal of the debt or, if the principal of
the debt has been paid,  refunded.  This provision overrides other provisions in
this and all other instruments concerning the debt.

         When the context  requires,  singular  nouns and  pronouns  include the
plural.

         This note  shall be  construed  under and  governed  by the laws of the
State of Texas.

         Wherefore, intended to be legally bound hereby, Maker has executed this
note this 12th day of March, 1998.


                           Maker

                           Synaptix Systems Corporation


                           /s/ Peter Vanucci
                           Peter Vanucci, chairman / CEO



                                       29

<PAGE>



                                                                     Exhibit 4
                          SYNAPTIX SYSTEMS CORPORATION

                         EMPLOYEE STOCK OPTION AGREEMENT


         This  Agreement is made  effective as of the 13th day of May, 1998 (the
"Option  Grant  Date"),  by  and  between  SYNAPTIX  SYSTEMS   CORPORATION  (the
"Company") and PETER C. VANUCCI (the "Optionee").

                                                     RECITALS

         WHEREAS,  the Board of  Directors  of the Company has  established  the
Synaptix Systems Corporation 1997 Incentive Stock Option Plan (the "Plan"); and

         WHEREAS,  pursuant  to the  provisions  of  said  Plan,  the  Board  of
Directors of the Company,  by action duly taken on May 13, 1998,  granted to the
Optionee an option or options  (the  "Option(s)")  to  purchase up to  1,000,000
shares of the common stock of the Company on the terms and  conditions set forth
herein,  and further,  that such grant of options  shall be for a period of five
(5) years  wherein said  Optionee  shall have the right to purchase said shares,
even in the event of resignation  as a member of the board of directors,  as the
shares were granted to Optionee in consideration of Mr. Vanucci's  acceptance of
employment as Chief Executive  Officer,  in addition to his election as Chairman
of the Board of Directors,  in accordance  with a resolution that was adopted by
the board of directors on May 13, 1998.

                                                     AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
covenants  set forth  herein  and other  good and  valuable  consideration,  the
parties hereto agree as follows:

         1. The Option(s).  The Optionee may, at his option and on the terms and
conditions  set forth  herein,  purchase  all or any part of an aggregate of One
Million  (1,000,000) shares of common stock under the Plan, at the price of $.50
per share.

         2. Plan Type and  Exercise  Dates.  The  Options (if more than one) are
intended as separate incentive stock options. The Option(s) shall be exercisable
at the  option  price(s)  as to the  specific  number of shares on and after the
"Start" dates and on or before the "Terminate" dates set forth below:

    Numbers of      Option                 Exercise Dates
     Shares         Price      Start Date                Termination Date

   1,000,000        $.50       May 13, 1998              May 13, 2003

         Optionee  acknowledges  that  he  understands  that  he  has  no  right
whatsoever  to exercise  the  Option(s)  granted  hereunder  with respect to any
optioned shares covered by any installment, until

                                       30

<PAGE>



such installment  accrues as provided above.  Optionee further  understands that
the  Option(s)  granted  hereunder  shall  expire  and become  unexercisable  as
provided in Section 3c below.

         3. Governing Plans. This Agreement hereby incorporates by reference the
Plan  and all of the  terms  and  conditions  of the Plan and as the same may be
amended from time to time hereafter in accordance with the terms thereof, but no
such subsequent  amendment shall  adversely  affect the Optionee's  rights under
this  Agreement and the Plan,  except as may be required by applicable  law. The
Optionee expressly acknowledges and agrees that the provisions of this Agreement
are subject to the Plan; the terms of this Agreement shall in no manner limit or
modify  the  controlling  provisions  of the Plan,  and in case of any  conflict
between the  provisions of the Plan and this  Agreement,  the  provisions of the
Plan shall be controlling and binding upon the parties hereto. The Optionee also
hereby expressly acknowledges, represents and agrees as follows:

         (a)      Acknowledges receipt of a copy of the Plan, a copy of which is
                  attached  hereto and by reference,  incorporated  herein,  and
                  represents  that he is familiar with the terms and  provisions
                  of said Plan,  and hereby accepts this  Agreement,  subject to
                  all of the  terms  and  provisions  of  said  Plan,  with  the
                  exception  that the Optionee  shall have the right to exercise
                  said  options for a period of five (5) years,  notwithstanding
                  the resignation of said director during the five year period.

         (b)      Agrees  to  accept  as  binding,  conclusive  and  final,  all
                  decisions or interpretations of the Board of Directors (or the
                  Committee,  if so authorized) upon any questions arising under
                  the Plan.

          (c)  Acknowledges  that he is  familiar  with  Section  7 of the  Plan
               regarding the exercise of the Option(s)  and  represents  that he
               understands  that said  Option(s)  must be exercised on or before
               the earliest of the following dates, whichever is applicable: (I)
               the "Terminate" date noted above in Section 2; (ii) the day prior
               to the fifth anniversary of the Option(s) Grant Date, as provided
               in Section 7(b) of the Plan;  (iii) the Effective  Date of a sale
               or other  disposition of all or substantially all of the stock or
               assets of the  Company,  as  provided in  Subsection  7(c) of the
               Plan;  (iv) the date  which  is 30 days  prior to the  Optionee's
               fifth  anniversary of the Options Grant Date, other than death or
               total and permanent disability, as provided under Subsection 7(d)
               of the  Plan;  or (v) the  date  that is one year  following  his
               death.  or the date  that is one year  following  his  total  and
               permanent  disability,  whichever is  applicable,  as provided in
               Subsection 7(e) of the Plan.

         (d)      Acknowledges  and  understands  that  the use by  Optionee  of
                  Company  Stock  to pay the  exercise  price of an  Option,  as
                  permitted by Section 4 of this Agreement, may have significant
                  adverse  tax  consequences  for  Optionee,  and that  Optionee
                  should  consult  with a  knowledgeable  tax  advisor  prior to
                  utilizing Company Stock to exercise an Option.


                                       31

<PAGE>



         4. Exercise. In order to exercise an Option, the Optionee shall deliver
a written  notice of exercise to the Company at its principal  business  office,
which  notice  shall  specify  the  number  of  shares  purchased  and  shall be
accompanied  by  payment  in cash or  check,  made  payable  to the order of the
Company in the full amount of the purchase price of the shares to be purchased.

         5. Representation and Warranties. As a condition to the exercise of any
portion of an Option,  the Company may require the person exercising such Option
to make any representation and/or warranty to the Company as may, in judgment of
Counsel to the Company,  be required  under any  applicable  law or  regulation,
including but not limited to, a representation  and warranty that the shares are
being acquired only for investment and without any present  intention to sell or
distribute  such  shares,  in the  opinion of counsel  for the  Company,  such a
representation  is  required  under  the  Securities  Act of 1933,  or any other
applicable law, regulation or rule of any governmental agency.

         6. Options Not Transferable.  The Option(s) may be exercised during the
lifetime  of the  Optionee,  only by the  Optionee.  The  Optionee's  rights and
interests  under  this  Agreement  and in and to the Option (s) may not be sold,
pledged, hypothecated,  assigned, encumbered, gifted or otherwise transferred in
any manner, either voluntarily or involuntarily,  by operation of law, except by
will or the laws of  descent  or  distribution,  subject  to the  provisions  of
Section 7(e) of the Plan.

         7. No Enlargement of Employee  Rights.  Nothing in this Agreement shall
be construed to confer upon the Optionee (if any employee) any right to continue
employment  with the Company (or an Affiliated  Company),  or to restrict in any
way the right of the Company  (or an  Affiliated  Company,  if he is an employee
thereof) to terminate his employment.

         8. Withholding of Taxes. Subject to any election by Optionee to deliver
stock owned by Optionee or to  withhold  shares of stock  exercised  pursuant to
such option to satisfy such  withholding  obligation,  Optionee  authorizes  the
Company  to  withhold,   in  accordance   with  any  applicable  law,  from  any
compensation payable to him, any taxes required to be withheld by Federal, State
or local  law,  as a result of the Grant of the  Option(s)  or the  issuance  of
stock, pursuant to the exercise of such Option(s).

         9. Laws Applicable to  Construction.  This Agreement shall be construed
and enforced in accordance with the laws of the State of Texas.

         10. Agreement Binding on Successors.  The terms of this Agreement shall
be binding upon the executors,  administrators,  heirs, successors,  transferees
and assignees of the Optionee.


                                       32

<PAGE>



         11. Costs of  Litigation.  In any action at law or in equity to enforce
any of  the  provisions  or  rights  under  this  Agreement  or  the  Plan,  the
unsuccessful  party to such  litigation,  as  determined by the Court in a final
judgment  or  decree,  shall pay the  successful  party or  parties  all  costs,
expenses an  reasonable  attorney's  fees  incurred by the  successful  party or
parties (including without limitation, costs, expenses and fees on any appeals),
and if the successful party recovers  judgment in any such action or proceeding,
such  costs,  expenses  and  attorney's  fees shall be  included  as part of the
judgment .

         12. Necessary Acts. The Optionee agrees to perform all acts and execute
and deliver any  documents  that may be  reasonably  necessary  to carry out the
provisions  of this  Agreement,  including  but not  limited  to,  all  acts and
documents related to compliance with Federal and/or State securities laws.

         13.  Counterparts.  For convenience,  this Agreement may be executed in
any number of identical  counterparts,  each of which shall be deemed a complete
original  in itself,  and may be  introduced  in  evidence or used for any other
purpose without the production of any counterparts.

         14.  Invalid  Provisions.  In the  event  that  any  provision  of this
Agreement is found to be invalid or otherwise unenforceable under any applicable
law, such invalidity or unenforceability shall not be construed as rendering any
other provisions  contained herein invalid or unenforceable,  and all such other
provisions shall be given full force and effect to the same extent as though the
invalid and unenforceable provision was not contained herein.

                  IN WITNESS WHEREOF, the Company and the Optionee have executed
this Agreement, effective as of the date first written hereinabove.


SYNAPTIX SYSTEMS CORPORATION                  OPTIONEE


By:
      Peter C. Vanucci,                       Peter C. Vanucci
     Title: Chairman and CEO
                                     Three Brecksville Commons
                                     8221 Brecksville Road, Suite 207
                                     Brecksville, Ohio 44141
By:
       Virginia M. Lazar
       Title: Secretary



                                       33

<PAGE>





                                 SPOUSAL CONSENT

         By his or her  signature  below,  the spouse of the  Optionee,  if such
Optionee be legally  married as of the date of his execution of this  Agreement,
acknowledges  that he or she has read this  Agreement and Plan,  and is familiar
with the  terms and  provisions  thereof,  and  agrees to be bound by all of the
terms and conditions of said Agreement and said Plan document.


Dated:
                                                     Spouse



                        REPRESENTATION OF MARITAL STATUS

         By his or her signature below,  the Optionee  represents that he or she
is not legally married as of the date of execution of this Agreement.


Dated:
                                                     Optionee





                                       34

<PAGE>



                                                                 Exhibit 4.1
                          SYNAPTIX SYSTEMS CORPORATION

                         EMPLOYEE STOCK OPTION AGREEMENT


     This  Agreement  is made  effective  as of the 13th day of May,  1998  (the
"Option  Grant  Date"),  by  and  between  SYNAPTIX  SYSTEMS   CORPORATION  (the
"Company") and VIRGINIA M.
LAZAR (the "Optionee").

                                                     RECITALS

     WHEREAS, the Board of Directors of the Company has established the Synaptix
Systems Corporation 1997 Incentive Stock Option Plan (the "Plan"); and

     WHEREAS, pursuant to the provisions of said Plan, the Board of Directors of
the Company,  by action duly taken on May 13,  1998,  granted to the Optionee an
option or options  (the  "Option(s)")  to purchase  up to 500,000  shares of the
common stock of the Company on the terms and  conditions  set forth herein,  and
further,  that  such  grant of  options  shall be for a period of five (5) years
wherein said Optionee shall have the right to purchase said shares,  even in the
event of resignation  as a member of the board of directors,  as the shares were
granted to Optionee in consideration of Ms. Lazar's  acceptance of employment as
Executive  Vice  President  and  Corporate  Secretary,   in  accordance  with  a
resolution that was adopted by the board of directors on May 13, 1998.

                                                     AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
covenants  set forth  herein  and other  good and  valuable  consideration,  the
parties hereto agree as follows:

     1. The  Option(s).  The  Optionee  may,  at his option and on the terms and
conditions  set forth  herein,  purchase all or any part of an aggregate of Five
Hundred  Thousand  (500,000) shares of common stock under the Plan, at the price
of $.50 per share.

     2.  Plan  Type and  Exercise  Dates.  The  Options  (if more  than one) are
intended as separate incentive stock options. The Option(s) shall be exercisable
at the  option  price(s)  as to the  specific  number of shares on and after the
"Start" dates and on or before the "Terminate" dates set forth below:

          Numbers of     Option              Exercise Dates
           Shares        Price   Start Date                 Termination Date

           500,000       $.50    May 13, 1998               May 13, 2003

     Optionee  acknowledges  that he understands that he has no right whatsoever
to exercise the Option(s)  granted hereunder with respect to any optioned shares
covered by any installment, until

                                       35

<PAGE>



such installment  accrues as provided above.  Optionee further  understands that
the  Option(s)  granted  hereunder  shall  expire  and become  unexercisable  as
provided in Section 3c below.

     3. Governing  Plans.  This Agreement  hereby  incorporates by reference the
Plan  and all of the  terms  and  conditions  of the Plan and as the same may be
amended from time to time hereafter in accordance with the terms thereof, but no
such subsequent  amendment shall  adversely  affect the Optionee's  rights under
this  Agreement and the Plan,  except as may be required by applicable  law. The
Optionee expressly acknowledges and agrees that the provisions of this Agreement
are subject to the Plan; the terms of this Agreement shall in no manner limit or
modify  the  controlling  provisions  of the Plan,  and in case of any  conflict
between the  provisions of the Plan and this  Agreement,  the  provisions of the
Plan shall be controlling and binding upon the parties hereto. The Optionee also
hereby expressly acknowledges, represents and agrees as follows:

     (a) Acknowledges receipt of a copy of the Plan, a copy of which is attached
         hereto and by reference, incorporated herein, and represents that he is
         familiar with the terms and provisions of said Plan, and hereby accepts
         this  Agreement,  subject  to all of the terms and  provisions  of said
         Plan,  with the  exception  that the  Optionee  shall have the right to
         exercise  said options for a period of five (5) years,  notwithstanding
         the resignation of said director during the five year period.

     (b) Agrees to accept as binding,  conclusive  and final,  all  decisions or
         interpretations  of the Board of  Directors  (or the  Committee,  if so
         authorized) upon any questions arising under the Plan.

     (c) Acknowledges  that he is familiar with Section 7 of the Plan  regarding
         the exercise of the Option(s) and represents  that he understands  that
         said  Option(s)  must be  exercised  on or before the  earliest  of the
         following  dates,  whichever is applicable:  (I) the  "Terminate"  date
         noted  above in Section 2; (ii) the day prior to the fifth  anniversary
         of the  Option(s)  Grant Date, as provided in Section 7(b) of the Plan;
         (iii)  the  Effective  Date of a sale or  other  disposition  of all or
         substantially all of the stock or assets of the Company, as provided in
         Subsection  7(c) of the Plan;  (iv) the date  which is 30 days prior to
         the Optionee's fifth  anniversary of the Options Grant Date, other than
         death or total and permanent  disability,  as provided under Subsection
         7(d) of the Plan; or (v) the date that is one year following his death.
         or the  date  that  is one  year  following  his  total  and  permanent
         disability,  whichever is applicable, as provided in Subsection 7(e) of
         the Plan.

     (d) Acknowledges  and understands that the use by Optionee of Company Stock
         to pay the  exercise  price of an Option,  as permitted by Section 4 of
         this  Agreement,  may have  significant  adverse tax  consequences  for
         Optionee,  and that Optionee  should consult with a  knowledgeable  tax
         advisor prior to utilizing Company Stock to exercise an Option.

     4. Exercise.  In order to exercise an Option,  the Optionee shall deliver a
written  notice of  exercise to the Company at its  principal  business  office,
which notice shall specify the number of

                                                        36

<PAGE>



shares  purchased  and shall be  accompanied  by payment in cash or check,  made
payable to the order of the Company in the full amount of the purchase  price of
the shares to be purchased.

     5.  Representation  and  Warranties.  As a condition to the exercise of any
portion of an Option,  the Company may require the person exercising such Option
to make any representation and/or warranty to the Company as may, in judgment of
Counsel to the Company,  be required  under any  applicable  law or  regulation,
including but not limited to, a representation  and warranty that the shares are
being acquired only for investment and without any present  intention to sell or
distribute  such  shares,  in the  opinion of counsel  for the  Company,  such a
representation  is  required  under  the  Securities  Act of 1933,  or any other
applicable law, regulation or rule of any governmental agency.

     6. Options Not  Transferable.  The  Option(s)  may be exercised  during the
lifetime  of the  Optionee,  only by the  Optionee.  The  Optionee's  rights and
interests  under  this  Agreement  and in and to the Option (s) may not be sold,
pledged, hypothecated,  assigned, encumbered, gifted or otherwise transferred in
any manner, either voluntarily or involuntarily,  by operation of law, except by
will or the laws of  descent  or  distribution,  subject  to the  provisions  of
Section 7(e) of the Plan.

     7. No Enlargement of Employee  Rights.  Nothing in this Agreement  shall be
construed to confer upon the Optionee  (if any  employee)  any right to continue
employment  with the Company (or an Affiliated  Company),  or to restrict in any
way the right of the Company  (or an  Affiliated  Company,  if he is an employee
thereof) to terminate his employment.

     8.  Withholding  of Taxes.  Subject to any  election by Optionee to deliver
stock owned by Optionee or to  withhold  shares of stock  exercised  pursuant to
such option to satisfy such  withholding  obligation,  Optionee  authorizes  the
Company  to  withhold,   in  accordance   with  any  applicable  law,  from  any
compensation payable to him, any taxes required to be withheld by Federal, State
or local  law,  as a result of the Grant of the  Option(s)  or the  issuance  of
stock, pursuant to the exercise of such Option(s).

     9. Laws Applicable to  Construction.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Texas.

     10. Agreement  Binding on Successors.  The terms of this Agreement shall be
binding upon the executors,  administrators,  heirs, successors, transferees and
assignees of the Optionee.

     11. Costs of  Litigation.  In any action at law or in equity to enforce any
of the provisions or rights under this  Agreement or the Plan, the  unsuccessful
party to such  litigation,  as  determined  by the Court in a final  judgment or
decree,  shall pay the  successful  party or  parties  all  costs,  expenses  an
reasonable   attorney's  fees  incurred  by  the  successful  party  or  parties
(including without limitation,  costs, expenses and fees on any appeals), and if
the successful  party recovers  judgment in any such action or proceeding,  such
costs, expenses and attorney's fees shall be included as part of the judgment .


                                       37

<PAGE>



     12. Necessary Acts. The Optionee agrees to perform all acts and execute and
deliver  any  documents  that  may be  reasonably  necessary  to  carry  out the
provisions  of this  Agreement,  including  but not  limited  to,  all  acts and
documents related to compliance with Federal and/or State securities laws.

     13.  Counterparts.  For convenience,  this Agreement may be executed in any
number of  identical  counterparts,  each of which  shall be  deemed a  complete
original  in itself,  and may be  introduced  in  evidence or used for any other
purpose without the production of any counterparts.

     14. Invalid  Provisions.  In the event that any provision of this Agreement
is found to be invalid or otherwise unenforceable under any applicable law, such
invalidity  or  unenforceability  shall not be construed as rendering  any other
provisions  contained  herein  invalid  or  unenforceable,  and all  such  other
provisions shall be given full force and effect to the same extent as though the
invalid and unenforceable provision was not contained herein.

         IN WITNESS  WHEREOF,  the Company and the Optionee  have  executed this
Agreement, effective as of the date first written hereinabove.


SYNAPTIX SYSTEMS CORPORATION      OPTIONEE


By:

      Peter C. Vanucci,                    Virginia M. Lazar
     Title: Chairman and CEO
                                           18333 Egret Bay Boulevard, Suite 270

                                           Houston, Texas 77058

By:
       Virginia M. Lazar
       Title: Secretary




                                       38

<PAGE>





                                 SPOUSAL CONSENT

         By his or her  signature  below,  the spouse of the  Optionee,  if such
Optionee be legally  married as of the date of his execution of this  Agreement,
acknowledges  that he or she has read this  Agreement and Plan,  and is familiar
with the  terms and  provisions  thereof,  and  agrees to be bound by all of the
terms and conditions of said Agreement and said Plan document.


Dated:

                                                                   Spouse



                        REPRESENTATION OF MARITAL STATUS

         By his or her signature below,  the Optionee  represents that he or she
is not legally married as of the date of execution of this Agreement.


Dated: 5/20/98                               /s/ Virginia M. Lazar

                                                 Optionee



                                       39

<PAGE>



                                                                   Exhibit 4.2
                          SYNAPTIX SYSTEMS CORPORATION

                         EMPLOYEE STOCK OPTION AGREEMENT


     This  Agreement  is made  effective  as of the 13th day of May,  1998  (the
"Option  Grant  Date"),  by  and  between  SYNAPTIX  SYSTEMS   CORPORATION  (the
"Company") and EDWARD S.
FLEMING (the "Optionee").

                                                     RECITALS

     WHEREAS, the Board of Directors of the Company has established the Synaptix
Systems Corporation 1997 Incentive Stock Option Plan (the "Plan"); and

     WHEREAS, pursuant to the provisions of said Plan, the Board of Directors of
the Company,  by action duly taken on May 13,  1998,  granted to the Optionee an
option or options  (the  "Option(s)")  to purchase  up to 150,000  shares of the
common stock of the Company on the terms and  conditions  set forth herein,  and
further,  that  such  grant of  options  shall be for a period of five (5) years
wherein said Optionee shall have the right to purchase said shares,  even in the
event of resignation  as a member of the board of directors,  as the shares were
granted to Optionee in consideration of Mr.  Fleming's  continued  employment as
President and Chief Operating Officer,  in accordance with a resolution that was
adopted by the board of directors on May 13, 1998.

                                                     AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
covenants  set forth  herein  and other  good and  valuable  consideration,  the
parties hereto agree as follows:

     1. The  Option(s).  The  Optionee  may,  at his option and on the terms and
conditions  set forth  herein,  purchase  all or any part of an aggregate of One
Hundred Fifty Thousand  (150,000)  shares of common stock under the Plan, at the
price of $.50 per share.

     2.  Plan  Type and  Exercise  Dates.  The  Options  (if more  than one) are
intended as separate incentive stock options. The Option(s) shall be exercisable
at the  option  price(s)  as to the  specific  number of shares on and after the
"Start" dates and on or before the "Terminate" dates set forth below:

          Numbers of      Option                Exercise Dates
           Shares         Price     Start Date                 Termination Date

         150,000           $.50      May 13, 1998               May 13, 2003

     Optionee  acknowledges  that he understands that he has no right whatsoever
to exercise the Option(s)  granted hereunder with respect to any optioned shares
covered by any installment, until


                                       40

<PAGE>



such installment  accrues as provided above.  Optionee further  understands that
the  Option(s)  granted  hereunder  shall  expire  and become  unexercisable  as
provided in Section 3c below.

     3. Governing  Plans.  This Agreement  hereby  incorporates by reference the
Plan  and all of the  terms  and  conditions  of the Plan and as the same may be
amended from time to time hereafter in accordance with the terms thereof, but no
such subsequent  amendment shall  adversely  affect the Optionee's  rights under
this  Agreement and the Plan,  except as may be required by applicable  law. The
Optionee expressly acknowledges and agrees that the provisions of this Agreement
are subject to the Plan; the terms of this Agreement shall in no manner limit or
modify  the  controlling  provisions  of the Plan,  and in case of any  conflict
between the  provisions of the Plan and this  Agreement,  the  provisions of the
Plan shall be controlling and binding upon the parties hereto. The Optionee also
hereby expressly acknowledges, represents and agrees as follows:

     (a) Acknowledges receipt of a copy of the Plan, a copy of which is attached
         hereto and by reference, incorporated herein, and represents that he is
         familiar with the terms and provisions of said Plan, and hereby accepts
         this  Agreement,  subject  to all of the terms and  provisions  of said
         Plan,  with the  exception  that the  Optionee  shall have the right to
         exercise  said options for a period of five (5) years,  notwithstanding
         the resignation of said director during the five year period.

     (b) Agrees to accept as binding,  conclusive  and final,  all  decisions or
         interpretations  of the Board of  Directors  (or the  Committee,  if so
         authorized) upon any questions arising under the Plan.

     (c) Acknowledges  that he is familiar with Section 7 of the Plan  regarding
         the exercise of the Option(s) and represents  that he understands  that
         said  Option(s)  must be  exercised  on or before the  earliest  of the
         following  dates,  whichever is applicable:  (I) the  "Terminate"  date
         noted  above in Section 2; (ii) the day prior to the fifth  anniversary
         of the  Option(s)  Grant Date, as provided in Section 7(b) of the Plan;
         (iii)  the  Effective  Date of a sale or  other  disposition  of all or
         substantially all of the stock or assets of the Company, as provided in
         Subsection  7(c) of the Plan;  (iv) the date  which is 30 days prior to
         the Optionee's fifth  anniversary of the Options Grant Date, other than
         death or total and permanent  disability,  as provided under Subsection
         7(d) of the Plan; or (v) the date that is one year following his death.
         or the  date  that  is one  year  following  his  total  and  permanent
         disability,  whichever is applicable, as provided in Subsection 7(e) of
         the Plan.

     (d) Acknowledges  and understands that the use by Optionee of Company Stock
         to pay the  exercise  price of an Option,  as permitted by Section 4 of
         this  Agreement,  may have  significant  adverse tax  consequences  for
         Optionee,  and that Optionee  should consult with a  knowledgeable  tax
         advisor prior to utilizing Company Stock to exercise an Option.

     4. Exercise.  In order to exercise an Option,  the Optionee shall deliver a
written  notice of  exercise to the Company at its  principal  business  office,
which notice shall specify the number of


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shares  purchased  and shall be  accompanied  by payment in cash or check,  made
payable to the order of the Company in the full amount of the purchase  price of
the shares to be purchased.

     5.  Representation  and  Warranties.  As a condition to the exercise of any
portion of an Option,  the Company may require the person exercising such Option
to make any representation and/or warranty to the Company as may, in judgment of
Counsel to the Company,  be required  under any  applicable  law or  regulation,
including but not limited to, a representation  and warranty that the shares are
being acquired only for investment and without any present  intention to sell or
distribute  such  shares,  in the  opinion of counsel  for the  Company,  such a
representation  is  required  under  the  Securities  Act of 1933,  or any other
applicable law, regulation or rule of any governmental agency.

     6. Options Not  Transferable.  The  Option(s)  may be exercised  during the
lifetime  of the  Optionee,  only by the  Optionee.  The  Optionee's  rights and
interests  under  this  Agreement  and in and to the Option (s) may not be sold,
pledged, hypothecated,  assigned, encumbered, gifted or otherwise transferred in
any manner, either voluntarily or involuntarily,  by operation of law, except by
will or the laws of  descent  or  distribution,  subject  to the  provisions  of
Section 7(e) of the Plan.

     7. No Enlargement of Employee  Rights.  Nothing in this Agreement  shall be
construed to confer upon the Optionee  (if any  employee)  any right to continue
employment  with the Company (or an Affiliated  Company),  or to restrict in any
way the right of the Company  (or an  Affiliated  Company,  if he is an employee
thereof) to terminate his employment.

     8.  Withholding  of Taxes.  Subject to any  election by Optionee to deliver
stock owned by Optionee or to  withhold  shares of stock  exercised  pursuant to
such option to satisfy such  withholding  obligation,  Optionee  authorizes  the
Company  to  withhold,   in  accordance   with  any  applicable  law,  from  any
compensation payable to him, any taxes required to be withheld by Federal, State
or local  law,  as a result of the Grant of the  Option(s)  or the  issuance  of
stock, pursuant to the exercise of such Option(s).

     9. Laws Applicable to  Construction.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Texas.

     10. Agreement  Binding on Successors.  The terms of this Agreement shall be
binding upon the executors,  administrators,  heirs, successors, transferees and
assignees of the Optionee.

     11. Costs of  Litigation.  In any action at law or in equity to enforce any
of the provisions or rights under this  Agreement or the Plan, the  unsuccessful
party to such  litigation,  as  determined  by the Court in a final  judgment or
decree,  shall pay the  successful  party or  parties  all  costs,  expenses  an
reasonable   attorney's  fees  incurred  by  the  successful  party  or  parties
(including without limitation,  costs, expenses and fees on any appeals), and if
the successful  party recovers  judgment in any such action or proceeding,  such
costs, expenses and attorney's fees shall be included as part of the judgment .


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<PAGE>



     12. Necessary Acts. The Optionee agrees to perform all acts and execute and
deliver  any  documents  that  may be  reasonably  necessary  to  carry  out the
provisions  of this  Agreement,  including  but not  limited  to,  all  acts and
documents related to compliance with Federal and/or State securities laws.

     13.  Counterparts.  For convenience,  this Agreement may be executed in any
number of  identical  counterparts,  each of which  shall be  deemed a  complete
original  in itself,  and may be  introduced  in  evidence or used for any other
purpose without the production of any counterparts.

     14. Invalid  Provisions.  In the event that any provision of this Agreement
is found to be invalid or otherwise unenforceable under any applicable law, such
invalidity  or  unenforceability  shall not be construed as rendering  any other
provisions  contained  herein  invalid  or  unenforceable,  and all  such  other
provisions shall be given full force and effect to the same extent as though the
invalid and unenforceable provision was not contained herein.

         IN WITNESS  WHEREOF,  the Company and the Optionee  have  executed this
Agreement, effective as of the date first written hereinabove.


SYNAPTIX SYSTEMS CORPORATION            OPTIONEE


By:

      Peter C. Vanucci,                Edward S. Fleming
     Title: Chairman and CEO
                                       18333 Egret Bay Boulevard, Suite 270

                                       Houston, Texas 77058

By:
       Virginia M. Lazar
       Title: Secretary




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<PAGE>





                                 SPOUSAL CONSENT

         By his or her  signature  below,  the spouse of the  Optionee,  if such
Optionee be legally  married as of the date of his execution of this  Agreement,
acknowledges  that he or she has read this  Agreement and Plan,  and is familiar
with the  terms and  provisions  thereof,  and  agrees to be bound by all of the
terms and conditions of said Agreement and said Plan document.


Dated:
                                                     Spouse



                        REPRESENTATION OF MARITAL STATUS

         By his or her signature below,  the Optionee  represents that he or she
is not legally married as of the date of execution of this Agreement.


Dated:
                                                     Optionee






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