ASSET PURCHASE AGREEMENT

  This Asset Purchase Agreement is entered into this 17th day of April,
  2000, by and between EMCEE Holding Corp., a Delaware corporation
  ("Purchaser"), and Advanced Broadcast Systems, Inc., a Kentucky
  corporation ("Seller").

                          RECITALS:

  This Agreement sets forth the terms and conditions upon which Purchaser
  is purchasing the assets (other than Excluded  Assets, as hereinafter
  defined) owned and/or used by Seller in the conduct of its business, and
  Seller is selling to Purchaser such assets (other than Excluded Assets).

  In consideration of the mutual agreements, covenants, representations and
  warranties contained herein, and in reliance thereon, Purchaser and
  Seller hereby agree as follows:
                              ARTICLE I
                          CERTAIN DEFINITIONS

  As used herein, the following terms shall have the following meanings:

  1.1"Accounts Receivable" shall mean as of any date any trade accounts
  receivable, notes receivable, bid or performance deposits, employee
  advances and other miscellaneous receivables associated with the Business
  as of such date.

  1.2"Accrued Expenses" shall mean as of any date accrued payroll and
  benefits and other accrued expenses as would appear on a balance sheet of
  the Business as of such date prepared in accordance with GAAP
  consistently applied.

  1.3"Affiliate" shall mean any company or other entity which controls, is
  controlled by or is under common control with the designated Party. For
  the purposes of the foregoing, ownership, directly or indirectly, of
  twenty (20%) percent or more of the voting stock or other equity interest
  shall be deemed to constitute control.

  1.4"Agreement" shall mean this Asset Purchase Agreement.

  1.5"Ancillary Agreements" shall mean, collectively, the documents,
  instruments, statements, certificates and agreements described in Section
  5.2.

  1.6"Assumed Liabilities" shall have the meaning given to it in Section
  4.2.

  1.7"Balance Sheet" shall mean the balance sheet of the Business as of
  November 30,  1999, referred to in Section 6.4.

  1.8"Balance Sheet Date" shall mean November 30, 1999.

  1.9"Books and Records" shall have the meaning given to it in Section
  6.15.

  1.10"Business" shall mean the business and operations of Seller as
  presently conducted by Seller.

  <PAGE>
  1.11"Closing" shall mean the taking of the actions described in Article V
  of this Agreement.

  1.12"Closing Date" shall mean April 317, 2000, or such other date as the
  Parties shall mutually agree.

  1.13"Closing Inventory" shall mean all Inventory relating to the Business
  on the Closing Date.




  1.14"Code" shall mean the Internal Revenue Code of 1986, as it may be
  amended from time to time, and any successor thereto. Any reference
  herein to a specific section or sections of the Code shall be deemed to
  include a reference to any corresponding provision of future law.

  1.15"Confidential Information" shall have the meaning given to such term
  in Section 12.1.

  1.16"EMCEE" shall have the meaning given to such term in Section 3.1.2.

  1.17"Employee" shall mean any individual employed by  Seller in the
  conduct of the Business as listed on Schedule 1.17 (such Schedule being
  subject to change between the date hereof and the Closing Date as a
  result of employee changes in the ordinary course of business consistent
  with past practices).

  1.18"Employment Agreement" shall have the meaning given to such term in
  Section 4.3.

  1.19"Encumbrance" shall mean any right to, or interest in, property,
  which subsists in a third-party and which constitutes a claim, lien,
  charge or liability attached to and binding upon the property, including,
  but not limited to, a mortgage, judgment lien, mechanic's lien, lease,
  security interest, easement and right-of-way.

  1.20"Environmental Law" shall mean any federal  (including but not
  limited to the Federal Water Pollution Control Act, 33 U.S.C. Sections
  1251 et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601
  et seq., the Clean Air Act, 42 U.S.C Sections 7401 et seq., the
  Comprehensive Environmental Response, Compensation and Liability Act, 42
  U.S.C. Sections 9601 et seq., the Resource Conservation and Recovery Act,
  42 U.S.C.  Section 6901 et seq., the Hazardous Materials Transportation
  Act,  49 U.S.C. Sections 1801 et seq., and the Federal
  Insecticide Fungicide and Rodenticide Act, 7 U.S.C. Sections 136 et
  seq.), state or local statute, ordinance, rule or regulation, any
  judicial or administrative order or judgment (whether or not by consent),
  any common law doctrine and any provision or condition of any permit,
  license or other operating authorization relating to (i) the protection
  of the environment or the public welfare from actual or potential
  exposure (or the effects of exposure) to any actual or
  potential release, discharge, disposal or emission (whether past or
  present) of any Regulated Substance or (ii) the manufacture, processing,
  distribution, use, treatment, storage, disposal, transport or handling of
  any Regulated Substance.

  <PAGE>
  1.21"ERISA" shall mean the Employee Retirement Income Security Act of
  1974, as amended.

  l.22"ERISA Plans" shall mean defined benefit pension plans and defined
  contribution pension plans qualified under Section 401(a) of the Code.

  1.23"Escrow Agreement" shall have the meaning given to such term in
  Section 3.2.

  1.24"Excluded Assets" shall mean those assets that are not included in
  the sale contemplated hereby and as are further defined in Section 2.2.

  1.25"GAAP" shall mean generally accepted accounting principles in the
  United States of America.

  1.26"Indemnified Liabilities" shall mean, collectively, Seller's
  Indemnified
  Liabilities and Purchaser's Indemnified Liabilities.

  1.27"Indemnified Party" shall mean either a Seller Indemnified Party or a
  Purchaser Indemnified Party, as the context so requires.

  1.28"Inventory" shall mean the inventory of the Business, including raw
  materials, supplies, work-in-process and finished goods.

  1.29"Lease Agreement" shall have the meaning given to such term in
  Section 4.2 (iv).

  1.30"Losses" shall mean all losses, liabilities,  costs, claims, fines,
  penalties, damages, diminution in value, and expenses, including interest
  and court costs, costs of  investigation and reasonable fees and
  disbursements of counsel and consultants.

  1.31"Memorandum of Understanding" shall have the meaning given to such
  term in Section 12.10.1(i).

  1.32"Party" shall mean either Seller or Purchaser, individually, as the
  context so requires, and the term "Parties" shall mean Seller and
  Purchaser together.

  1.33"Payables" as of any date shall mean any of the accounts payable
  associated with the Business as of such date in accordance with GAAP
  consistently applied.

  1.34"Payroll Practice/Employee Arrangement" shall have the meaning given
  to such term in Section 6.18.

  1.35"Permits" shall have the meaning given to such term in Section 6. 11.

  1.36"Person" shall mean any individual, corporation, company, limited or
  general
  partnership, trust or estate, joint venture, association or other entity.

  1.37"Prepaid Expenses" as of any date shall mean payments made by Seller
  with respect to the Business, which constitute prepaid expenses of the


  <PAGE>
  Business in accordance with GAAP consistently applied.

  1.38"Proprietary Rights" shall have the meaning given to such term in
  Section 6.9.1.

  1.39"Purchase Price" shall have the meaning given to such term in Section
  3.1.1.

  1.40"Purchased Assets" shall have the meaning given to such term in
  Section 2.1.

  1.41"Purchaser" shall have the meaning given to such term in the preamble
  of this
  Agreement.

  1.42"Purchaser Indemnified Party" shall have the meaning given to such
  term in Section 14.2.

  1.43"Real Property" shall mean the Real Property Leased.

  1.44"Real Property Leased" shall mean the real property leased by Seller
  in connection with the Business as more fully described in Schedule 1.44
  hereto.

  1.45"Regulated Substance" shall mean petroleum, petroleum hydrocarbons or
  petroleum products and any other  chemical, material, substance or waste
  that is identified (by listing or characteristic) and regulated (or the
  clean-up of which can be required) by any federal, state or local
  statute, ordinance, rule or regulation intended to protect the
  environment or the public health or welfare, including but not limited to
  the statutes, ordinances, rules or regulations relating to clean air,
  clean water, hazardous and solid waste disposal, safe
  drinking water, endangered species, occupational safety and health, oil
  spill prevention, groundwater protection, and toxic substances control.

  1.46"Restricted Stock" shall have the meaning given to such term in
  Section 3.1.2. Such Restricted Stock is stock which is not registered
  under the Securities Act of 1933 or any state securities laws and is
  subject to, among other applicable laws, rules and regulations, Rule 144
  of the Securities and Exchange Commission.

  1.47"Seller" shall have the meaning given to such term in the preamble of
  this Agreement.

  1.48"Seller General Liabilities" shall have the meaning given to such
  term in Section 14.2.

  1.49"Seller Indemnified Party" shall have the meaning given to such term
  in Section 14.3.

  1.50"Seller's Note" shall have the meaning given to such term in Section
  4.2 (iii).

  1.51"Taxes" shall mean all taxes, dues, charges, fees, levies or other
  assessment imposed by any taxing authority, including, without
  limitation, income, gross receipts, value added, excise, withholding,

  <PAGE>
  personal property, real estate, sale, use, ad valorem, license, lease,
  service, severance, stamp, transfer, payroll, employment, customs,
  duties, alternative, add-on minimum, estimated and franchise
  taxes (including any interest, penalties or additions attributable to or
  imposed on or with respect to any such assessment).

                              ARTICLE II
                  TRANSFER OF ASSETS AND PROPERTIES

  2.lPurchased Assets. Subject to the terms and conditions of this
  Agreement, Seller shall sell and convey to Purchaser, free and clear of
  all Encumbrances whatsoever, and Purchaser shall purchase from Seller,
  the Business as a going concern and all of Seller's right, title and
  interest in and to the assets, properties and rights of every kind and
  description, real, personal and mixed, tangible and intangible, wherever
  situated constituting or used in the Business
  (the "Purchased Assets") as the same shall exist on the Closing Date
  (other than the Excluded Assets), including, without limitation, the
  following:

  2.1.1Real Property Leased. All of Seller's interest, as lessee, in the
  Real Property Leased and all of Seller's right, title, claim and interest
  in and to the Lease Agreement;

  2.1.2Equipment, Machinery and Other Tangible Personal Property. All
  machinery, equipment, leasehold improvements, trucks, automobiles,
  supplies, office furniture and office equipment, computing and
  telecommunications equipment and
  other items of personal property that are owned by Seller in connection
  with the Business, including those described in Schedule 2.1.2 hereto;

  2.1.3Inventory. All Closing Inventory;

  2.1.4Cash and Cash Equivalents. All right, title and interest of Seller
  in and to all cash and cash equivalents on hand, in bank accounts or
  being held by any other Person (including, without limitation, the
  security deposit described in the Lease Agreement) on the Closing Date;

  2.1.5Contracts Relating to the Business. All of the interest of Seller in
  all contracts, leases of machinery, equipment and other personal
  property, sale orders, purchase orders, guarantees, commitments,
  instruments and all other agreements relating to the acquisition or
  ownership by Seller of any of the Purchased Assets or the operation of
  the Business, including those listed in Schedule 2.1.5 hereto (except the
  Employment Contracts shown thereon which are Excluded Assets) and those
  not required to be listed on Schedule 2.1.5 by reason
  of the nature thereof and the amount of the commitment thereunder or
  value thereof;

  2.1.6Customer Lists, Sales and Marketing Materials. All customer lists,
  sales data, catalogs, brochures, suppliers' names, mailing lists, art
  work, photographs and advertising material that relate in any way to the
  Business, whether in electronic form or otherwise;

  2.1.7Permits, Licenses. All of Seller's interest in governmental permits,


  <PAGE>
  licenses, registrations, orders and approvals relating to the Business,
  including those listed in Schedule 2.1.7 hereto, to the extent such
  permits, licenses, registrations, orders and approvals are transferable
  to Purchaser;

  2.1.8Trade Secrets. All trade secrets, secret processes and procedures,
  engineering, production, assembly, design, installation, other technical
  drawings and specifications, working notes and memos, market studies,
  consultants reports, technical and laboratory data, competitive samples,
  engineering prototypes, and all similar property of any nature, tangible
  or intangible, of Seller relating to the Business;

  2.1.9Intellectual Property. All right, title and interest of Seller in
  the patents, trademarks, trademark registrations, trade names, service
  marks, copyrights and copyright registrations described in Schedule
  2.1.9;

  2.1.10 Property, Personnel and Accounting  Records. All other records of
  Seller relating to the Business, including property records and copies of
  personnel records of Employees who become employees of Purchaser;

  2.1.11 Goodwill. All right, title and interest of Seller in and to the
  goodwill incident to the Business;

  2.1.12 Name; Telephone and Facsimile Numbers; E-Mail Addresses. All
  right, title and interest of Seller in and to Seller's name, telephone
  and facsimile numbers of the Business, and Seller's E-mail addresses  for
  the Business;

  2.1.13 Accounts Receivable.  All Accounts Receivable existing at the
  Closing Date;

  2.1.14 Prepaid Expenses. All Prepaid  Expenses of, or for the benefit of,
  the Business at the Closing Date including those described in Schedule
  2.1.14, to the extent the benefits thereof are transferable to Purchaser.

  2.1.15 Computer Software. All computer applications software, owned or
  licensed, whether for general business usage (e.g., accounting, word
  processing, graphics, spreadsheet analysis, etc.) or specific,
  unique-to-the-business usage (e.g., order processing, process control,
  shipping, etc.) and all computer operating, security or programming
  software, owned or licensed by Seller; and 2.1.16 Other Intangible
  Assets. All other assets (including all causes of action,
  rights of action, contract rights and warranty and product liability
  claims against third parties) relating to the Purchased Assets or the
  Business.

  2.2Excluded Assets. Notwithstanding Section 2.1, the following assets
  (collectively, the "Excluded Assets") shall be excluded from this
  Agreement, and shall not be assigned or transferred to Purchaser:

  2.2.1Any insurance policies maintained by Seller with respect to the
  Business;




  <PAGE>

  2.2.2The consideration paid to Seller pursuant to this Agreement;

  2.2.3Assets constituting any pension or other funds for the benefit of
  Employees;

  2.2.4Seller's corporate minute books and stock books;

  2.2.5Any contracts, agreements, commitments or undertakings of the Seller
  with or for the benefit of any Employee or former employee of the Seller;

  2.2.6The tangible personal property of certain stockholders and vendors
  of the Seller set forth and identified on Schedule 2.2.6;

  2.2.7Any claims and rights against third parties (including, without
  limitation, insurance carriers), to the extent they relate to liabilities
  or obligations that are not assumed by Purchaser hereunder (except to the
  extent Purchaser shall have incurred costs and expenses with respect to
  such claims and rights); and

  2.2.8Claims for refunds of Taxes and other governmental charges to the
  extent such refunds relate to periods ending on or prior to the Closing.

                             ARTICLE III
                            CONSIDERATION

  3.1Consideration for Purchased Assets.

  3.1.1The aggregate monetary consideration to be paid by Purchaser to
  Seller for the Purchased Assets (the "Purchase Price") shall be Six
  Hundred Thousand ($600,000.00), Four Hundred Thousand Dollars
  ($400,000.00) Dollars of which shall be in cash; and

  3.1.2Two Hundred Thousand ($200,000.00) Dollars of which shall consist of
  thirty-seven thousand one hundred twelve (37,112) shares of fully paid
  and non-assessable restricted common stock (the "Restricted Stock") of
  Purchaser's Affiliate, EMCEE Broadcast Products, Inc. ("EMCEE"), based on
  the agreed upon per share value thereof of $5.389.

  3.1.3As additional consideration, Purchaser also shall assume the Assumed
  Liabilities.

  3.2Payment of Consideration. Subject to the terms and conditions of this
  Agreement, at the Closing, Purchaser shall deliver to Seller Four Hundred
  Thousand ($400,000.00) Dollars in immediately available funds. The
  Restricted Stock shall be delivered, free and clear of all Encumbrances,
  to the Seller on April 3, 2001; provided, however, that if the value of
  the Restricted Stock on April 3, 2001 is less than One Hundred Thousand
  ($100,000.00) Dollars, Seller shall have the right, exercisable only in
  writing to Purchaser, to accept the sum of One Hundred Thousand
  ($100,000.00) Dollars in lieu of the Restricted Stock.
  For purposes of the immediately preceding sentence, the value of the
  Restricted Stock on April 3, 2001 shall be determined by calculating the
  average of the median price of such stock at the close of each of the
  five (5) trading days immediately preceding April 3, 2001, as quoted on


  <PAGE>
  the NASDAQ National Market. The
  Restricted Stock and the One Hundred Thousand ($100,000.00) Dollars
  aforementioned, together with a Stock Power executed in blank by the
  Seller in favor of EMCEE in the event such One Hundred Thousand
  ($100,000.00) Dollars is accepted by the Seller in lieu of the Restricted
  Stock, shall be held and kept pursuant to the terms and conditions of the
  Escrow Agreement set forth on Exhibit 3.2 hereto (the "Escrow Agreement")
  or such other escrow agreement as shall be acceptable to the escrow agent
  named therein.

  3.3Allocation of Purchase Price. The Parties agree that the Purchase
  Price shall be allocated among the Purchased Assets as set forth on
  Exhibit 3.3 hereto. Each Party agrees not to assert, in connection with
  any tax return, tax audit or similar proceeding, any allocation of the
  Purchase Price that differs from that set forth on Exhibit 3.3.

  3.4Certain Taxes. Seller shall bear and be responsible for payment of, or
  reimbursement to Purchaser for, all Taxes that are or may be imposed by
  any government or political subdivision thereof and that are payable or
  arise as a result of this Agreement, or any transfer pursuant to this
  Agreement or any Ancillary Agreement, notwithstanding the Party upon
  which such Taxes are actually imposed.
                             ARTICLE IV
            ASSUMPTION OF LIABILITIES; EMPLOYEE MATTERS

  4.1General Limitation on Assumption of Liabilities. Except as otherwise
  provided in Sections 4.2 and 4.3 below, Seller shall transfer the
  Purchased Assets to Purchaser free and clear of all Encumbrances, and
  without any assumption of liabilities and obligations, and Purchaser
  shall not, by virtue of its purchase of the Purchased Assets, assume or
  become responsible for any liabilities or obligations of Seller or any
  other Person. For purposes of this Article IV the phrase "liabilities and
  obligations" shall include, without limitation, any direct or indirect
  indebtedness, guaranty, endorsement, claim, loss, damage,
  deficiency, cost, expense, obligation or responsibility, fixed or
  unfixed, known or unknown, asserted or unasserted, choate or inchoate,
  liquidated or unliquidated, secured or unsecured.

  4.2Assumed Liabilities and Obligations. On the Closing Date, Purchaser
  shall acquire the Purchased Assets subject only to, and shall undertake,
  assume, perform and otherwise pay, satisfy and discharge, and hold Seller
  harmless from the following liabilities and obligations, excluding any
  liabilities and obligations to Affiliates of Seller (collectively, the
  "Assumed Liabilities"):

  (i)all obligations of Seller accruing subsequent to the Closing Date
  under the contracts, leases, agreements, orders, guarantees and
  commitments contemplated by Section 2.1.5, including, without limitation,
  those set forth in Schedule 2.1.5, provided that the rights thereunder
  have been duly and effectively assigned to Purchaser;

  (ii)all obligations of Seller accruing after the Closing Date under the
  permits and licenses described in Section 2.1.7, provided that the rights
  thereunder have been duly and effectively assigned to Purchaser;



  <PAGE>
  (iii)the Payables and Accrued Expenses reflected on the books of seller
  at the Closing Date; provided, however, that in no event shall Purchaser
  assume Payables and Accrued Expenses exceeding, in the aggregate, Two
  Hundred Thousand ($200,000.00) Dollars, exclusive of the amounts then
  owing under a certain Promissory Note from Seller to Purchaser dated
  February 14, 2000 in the original principal sum not to exceed Two Hundred
  Thousand ($200,000.00) Dollars ("Seller's Note"); and

  (iv)All obligations of Seller accruing after the Closing Date under the
  Lease Agreement for the Real Property Leased, dated the first day of
  December, 1998, between the Seller, as tenant, and William Urban
  Hillenbrand and Connie S. Hillenbrand, as partners of Hillenbrand Bros.
  Farm (a general partnership), as landlords (the "Lease Agreement").

  4.3Offer of Employment. Purchaser shall offer employment on and as of the
  Closing Date, on an at-will basis, to all Employees actively at work in
  substantially similar jobs, at substantially the same base salaries or
  wages and benefits as were paid or provided by Seller immediately prior
  to the Closing Date. Notwithstanding the foregoing, as a condition
  precedent to such employment for Donald Adams, Wayne McMahon and Carl
  Jacobson, and as a condition precedent to the Purchaser's obligations to
  consummate the transactions contemplated hereby,
  each such individual must execute an Employment Agreement in form and
  content as set forth on Exhibit 4.3 hereto (the "Employment Agreement").

  4.4Vacation Liability. Purchaser shall assume liability for the vacation
  entitlement that each Employee who becomes an employee of Purchaser has
  accrued as of the Closing Date. Purchaser shall pay each such Employee's
  wages or salary during his or her vacation entitlement from Purchaser,
  when taken.

  4.5Other Employee Benefits. Seller agrees that, with respect to claims
  for workers' compensation and all claims under Seller's employee benefit
  programs by persons working for the Business arising out of events
  occurring prior to the Closing, whether reported or unreported as of the
  Closing and whether insured or uninsured (including, but not limited to,
  workers' compensation, life insurance, medical and disability programs),
  Seller shall, at its own expense, honor or cause its insurance carriers
  to honor such claims in accordance with the terms
  and conditions of such programs or applicable workers' compensation
  statutes. Without limiting the scope of the preceding sentence, Seller
  shall be responsible for any and all claims and liabilities arising out
  of or relating to (i) its employment of the Employees, (ii) the
  termination by Seller of such the employment of any such Employee and
  (iii) the provision of any employee benefits to such Employees (and their
  beneficiaries and eligible dependents) attributable to their employment
  with, or their participation in any plans or programs maintained or
  contributed to by, Seller or any of its Affiliates.

  4.6WARN Act. Not applicable.







  <PAGE>
                              ARTICLE V
                               CLOSING

  5.1Time; Location. Subject to the conditions contained herein, the
  Closing shall
  be held on the Closing Date at 9:30 o'clock A.M., local time, at the
  offices of
  George G. Gardner, Esquire, 7415 Burlington Pike, Suite B, Florence,
  Kentucky
  41042, or such other time or place as the Parties shall mutually agree in
  writing.

  5.2Documents. At the Closing, Seller shall execute and deliver the
  following
  instruments of transfer and assignment:

  5.2.1Duly executed Assignment of Lease Agreement substantially in the
  form of
  Exhibit 5.2.1 hereto, assigning and transferring the Lease Agreement and
  good and
  marketable leasehold title to the Real Property Leased, and a Memorandum
  of
  Lease, in recordable form and in form and content reasonably acceptable
  to the
  Purchaser, to provide constructive notice of Purchaser's rights under the
  Lease
  Agreement on and after the Closing Date;

  5.2.2A Bill of Sale and an Assignment and Assumption Agreement, both
  substantially in the form of Exhibit 5.2.2 hereto, transferring to
  Purchaser good
  and indefeasible title to all of the tangible personal property included
  in the
  Purchased Assets, subject only to the Assumed Liabilities, and assigning
  to
  Purchaser all of Seller's right, title and interest in each of the
  contracts,
  licenses and other agreements included in the Purchased Assets, together
  with all
  consents of third parties that Seller must obtain in order to make each
  such
  assignment effective as to such third parties;

  5.2.3An Assignment of Rights in Business Name and Business Telephone
  Number,
  Business Facsimile Numbers and E-Mail Address  substantially in the form
  of
  Exhibit 5.2.3 hereto, transferring to Purchaser good and indefeasible
  title to
  Seller's name and the Business telephone and facsimile numbers and E-mail
  addresses;






  <PAGE>
  5.2.4Certificates of title to all vehicles included in the Purchased
  Assets with
  assignments to Purchaser; and

  5.2.5Such additional instruments of conveyance and transfer as Purchaser
  may
  reasonably require in order to more effectively vest in it, and put it in
  possession of, the Purchased Assets.

  5.3Reasonable Steps. Prior to the Closing Date, Seller shall take such
  reasonable
  steps as may be necessary or appropriate so that on the Closing Date,
  Purchaser
  shall be placed in actual possession and control of all of the Purchased
  Assets.
                              ARTICLE VI
               REPRESENTATIONS AND WARRANTIES OF SELLER

  Seller represents and warrants to Purchaser as follows:

  6.1Organization, Good Standing and Power. Seller is a corporation duly
  organized,
  validly existing an in good standing under the laws of Kentucky, is duly
  authorized to conduct business in all foreign jurisdictions in which it
  currently
  conducts business, and has all requisite corporate power and authority to
  execute
  and deliver this Agreement and the Ancillary Agreements, to consummate
  the
  transactions contemplated hereby and thereby and to perform all the terms
  and
  conditions hereof and thereof to be performed by it.

  6.2Authorization of Agreement and Enforceability. Seller has taken all
  necessary
  corporate action to authorize the execution and delivery of this
  Agreement and
  the Ancillary Agreements, the performance by it of all terms and
  conditions
  hereof and thereof to be performed by it and the consummation of the
  transactions
  contemplated hereby and thereby. This Agreement constitutes, and the
  Ancillary
  Agreements to which Seller is a party, upon Seller's execution and
  delivery
  thereof, will constitute, the legal, valid and binding obligations of
  Seller,
  enforceable in accordance with their terms except to the extent that
  enforceability may be limited by bankruptcy, insolvency, moratorium or
  other
  similar laws presently or hereafter in effect relating to or affecting
  the
  enforcement of creditors' rights generally and by general principles of
  equity
  (regardless of whether enforcement is considered in a proceeding in


  <PAGE>
  equity or at law).

  6.3No Violation; Consents. The execution, delivery and performance by
  Seller of this Agreement and the Ancillary Agreements, and the
  consummation of the
  transactions contemplated hereby and thereby will not (with or without
  the giving
  of notice or the lapse of time, or both) (i) violate any provision of the
  Articles of Incorporation or bylaws of Seller, (ii) violate, or, except
  as required by the Permits referred to in Section 6.11 hereof (as
  disclosed on Schedule 2.1.7), require any consent, authorization or
  approval of, or exemption by, or filing under any provision of any law,
  statute, rule or regulation to which Seller, the Business or the
  Purchased Assets are subject, (iii) violate any judgment, order, writ or
  decree of any court applicable to Seller, the Business or the Purchased
  Assets, (iv) except for such consents or approvals as are required by the
  contracts referred to in Section 6.10 hereof, conflict with,
  result in a breach of, constitute a default under, or accelerate or
  permit the acceleration of the performance required by, or require any
  consent, authorization or approval under any agreement, contract,
  commitment, lease or other instrument, document or undertaking to which
  Seller is a party or any of the Purchased Assets is bound or (v) result
  in the creation or imposition of any Encumbrance upon the Purchased
  Assets.

  6.4Financial Statements. Seller has delivered to Purchaser true and
  complete copies of the Seller prepared balance sheet of the Business at
  November 30, 1999, and true and complete copies of the balance sheets of
  the Business at December 31, 1998, 1997 and 1996 and the related
  statements of income and cash flows,
  reviewed by Morris & Dressler, independent public accountants. The
  foregoing
  financial statements have been prepared from the books and records of
  Seller in
  accordance with GAAP consistently applied throughout the periods involved
  except
  as may be noted therein. Such financial statements, including the related
  notes,
  are true and correct and fairly present the financial position of the
  Business
  at the dates indicated and the results of operations and cash flows of
  the
  Business for the periods then ended in accordance with GAAP. References
  in this
  Agreement to the "Balance Sheet" shall mean the balance sheet of the
  Business as
  of November 30, 1999 referred to above, and references in this Agreement
  to the
  "Balance Sheet Date" shall be deemed to refer to November 30, 1999.

  6.5Accounts Receivable. All Accounts Receivable as set forth on the
  Balance Sheet
  (i) have or will have arisen only in the ordinary course of business
  consistent
  with past practice for goods actually sold and delivered or services


  <PAGE> actually performed and (ii) are or will be collectible in full at
  the recorded amounts thereof (subject to no defenses, set offs or
  counterclaims) in the ordinary course of business (without resort to
  litigation or assignment to a collection agency) no later than thirty
  (30) days after the Closing Date, net of any
  allowance for bad debts reflected on the Balance Sheet.

  6.6Inventory. The Inventory as set forth on the Balance Sheet was, and
  the Closing Inventory will be, acquired and maintained in accordance with
  regular business practices of the Business, consists(and, as to the
  Closing Inventory, will consist) of new and unused items of a quality and
  quantity useable or saleable in the ordinary course of business
  consistent with past practice, and
  is (and, as to the Closing Inventory, will be) valued in accordance with
  GAAP
  consistently applied and with respect to Inventory intended for sale, was
  (and,
  as to the Closing Inventory, will be) saleable at prices at least equal
  to the
  value thereof on the books of Seller.

  6.7Absence of Certain Changes or Events. Except as set forth in Schedule
  6.7 hereto, since November 30, 1999, in connection with the Business,
  Seller has not:

  6.7.1Amended in any respect or terminated the Lease Agreement or any
  contract or other document described in Section 2.1.5, other than in the
  ordinary course of business consistent with past practice;

  6.7.2Suffered the occurrence of any events that, individually or in the
  aggregate, have had, or could reasonably be expected to have, a material
  adverse effect on the Purchased Assets or the financial position or
  results of operations of the Business;

  6.7.3Incurred any damage or destruction having a material adverse effect
  on the Purchased Assets or the results of operations of the Business by
  fire, storm, or similar casualty, whether or not covered by insurance;

  6.7.4Sold, transferred, replaced or leased any of the Purchased Assets or
  provided any Inventory or services at a discount, except for transactions
  in the ordinary course of business consistent with past practice;

  6.7.5Waived or released any material rights with respect to the Purchased
  Assets or the Business;

  6.7.6Transferred or granted any rights to any Proprietary Rights;

  6.7.7Entered into any transaction or made any commitments (for capital
  expenditures or otherwise) other than in the ordinary course of business
  consistent with past practice;

  6.7.8Changed its methods of accounting;

  6.7.9Increased the compensation or benefits of Employees; or

  6.7.10 Materially altered its conduct in its relations with suppliers or
  customers.

  <PAGE>
  6.8Title to Properties; Absence of Liens and Encumbrances. Seller owns
  and will transfer to Purchaser at the Closing good, marketable and
  indefeasible title to
  all of the Purchased Assets, including without limitation the properties
  and assets reflected on the Balance Sheet (except as disclosed in
  Schedule 6.8 or except as sold or otherwise disposed of by Seller after
  the Balance Sheet Date in the ordinary course of business consistent with
  past practice), free and clear of all Encumbrances. The Lease Agreement
  covering the Real Property Leased is in full force and effect and
  constitutes the legal, valid and binding obligation of
  the lessor thereunder, enforceable in accordance with its terms, except
  to the extent that enforcement may be limited by bankruptcy, insolvency,
  moratorium or other similar laws presently or hereinafter in effect
  relating to or affecting the enforcement of creditors' rights generally
  and by general principles of equity (regardless of whether enforcement is
  considered in a proceeding in equity or at law). All buildings,
  structures, improvements and fixtures located on the
  Real Property are located wholly within the boundaries thereof and do not
  encroach upon the property of any other Person.

  6.9Proprietary Rights.

  6.9.1Schedule 2.1.9 hereto sets forth a correct and complete list of all
  patents, logos, trademarks, trade names, service marks, copyrights and
  applications or registrations therefor used in and material to the
  Business, and Schedule 6.9 sets forth a correct list of all inventions,
  intellectual property and trade secret assets used in and material to the
  Business (collectively, the "Proprietary Rights").

  6.9.2Except as disclosed in Schedule 6.9: (i) Seller owns or possesses
  adequate licenses or other valid right to use (without the making of any
  payment to others or the obligation or grant rights to others in
  exchange) all the Proprietary Rights; (ii) the Proprietary Rights
  included in the Purchased Assets constitute
  all such rights necessary to conduct the Business in accordance with past
  practice and are being conveyed to Purchaser together with the other
  Purchased Assets; (iii) the validity of the Proprietary Rights and the
  rights therein of Seller have not been questioned in any litigation to
  which Seller is a party, nor, to Seller's knowledge, is any such
  litigation threatened; and (iv) the conduct of the Business does not
  conflict with patent rights, licenses, trademark
  rights, trade name rights, copyrights or other intellectual property
  rights of others.

  6.9.3Except as disclosed in Schedule 6.9 hereto, Seller does not have
  knowledge that any material use of any Proprietary Rights owned by Seller
  has heretofore been, or is now being, made by any Person other than
  Seller, and Seller has no knowledge of any infringement of any
  Proprietary Rights owned or licensed by Seller. No present or former
  director, officer, employee or consultant of Seller or any Affiliate of
  Seller has any interest in any of the Proprietary Rights.

  6.10Contracts and Commitments. Except as listed and described on Schedule
  2.1.5 hereto, Seller is not with respect to the Purchased Assets or the
  Business a party to any written or oral:


  <PAGE>
  (i)agreement, contract or commitment for the future purchase of, or
  payment for,
  supplies or products, or for the performance of services by another
  party,
  involving in any one case $2,500 or more;

  (ii)agreement, contract or commitment to sell or  supply products or to
  perform
  services, involving in any one case $2,500 or more;

  (iii)agreement, contract or commitment continuing over a period of more
  than six
  months from the date hereof or exceeding $2,500 in value;

  (iv)representative, sales agency, dealer or distributor agreement,
  contract or
  commitment;

  (v)lease under which Seller is either lessor or lessee other than the
  Lease Agreement;

  (vi)note, debenture, bond, conditional sale agreement, equipment trust
  agreement, letter of credit agreement, loan agreement or other contract
  or commitment for
  the borrowing or lending of money (including without limitation loans to
  or from employees) or guarantee, pledge or undertaking of the
  indebtedness of any other Person;

  (vii)agreement, contract or commitment for any charitable or political
  contribution;

  (viii)agreement, contract or commitment providing or relating in any way
  to a product warranty (limited or full);

  (ix)agreement, contract or commitment limiting or restraining Seller or
  any successor or assign from engaging or competing in any lines of
  business with any
  Person;

  (x)license, franchise, distributorship or other agreement, including
  those that relate in whole or in part to any patent, trademark, trade
  name, service mark or copyright or to any ideas, technical assistance or
  other know-how of or used by the Business; or

  (xi)any other material agreement, contract or commitment not made in the
  ordinary course of business consistent with past practice.

  Except as may be disclosed on Schedule 2.1.5 hereto, (i) each of the
  agreements, contracts, commitments, leases and other instruments,
  documents and undertakings listed on Schedule 2.1.5 is valid and
  enforceable in accordance with its terms,
  the parties thereto are in compliance with the provisions thereof, no
  party is in default in the performance, observance or fulfillment of any
  material obligation, covenant or condition contained therein, and no



  <PAGE>
  event has occurred that with or without the giving of notice or lapse of
  time, or both, would constitute a default thereunder; (ii) no such
  agreement, contract, commitment, lease or other instrument, document or
  undertaking, in the reasonable opinion of Seller, contains any
  contractual requirement with which there is a reasonable
  likelihood Seller or any other party thereto will be unable to comply;
  (iii) no advance payments have been received by Seller by or on behalf of
  any party to any of the agreements, contracts, commitments, leases and
  other instruments listed on Schedule 2.1.5 for services to be rendered or
  products to be delivered to such
  party after the Closing Date; and (iv) no consent or approval of any
  party to any agreement, contract, commitment, lease or other instrument,
  document
  or undertaking listed on Schedule 2.1.5 is required for the execution of
  this
  Agreement or the consummation of the transactions contemplated hereby.

   6.11Permits, Licenses. Seller has all permits, licenses, registrations,
  orders and approvals of federal, state or local government or regulatory
  bodies that are required to operate the Business (including without
  limitation those required under any Environmental Law) (collectively, the
  "Permits") and, except as described in Schedule 6.11, Seller is in
  compliance with the terms and conditions of the
  Permits. Schedule 2.1.7 hereto sets forth a correct and complete list of
  all Permits, each one of which is in full force and effect. To Seller's,
  knowledge, no suspension or cancellation of any of the Permits is
  threatened and no cause exists for such suspension or cancellation. Any
  Permits that cannot be transferred or require consent or approval for the
  transfer thereof are specifically identified on Schedule 2.1.7 hereto as
  nontransferable or requiring such consent or approval.

  6.12Compliance with Laws. Except as described in Schedule 6.12 hereto,
  Seller has
  at all times conducted, and is presently conducting, the Business so as
  to comply
  with all laws, statutes, ordinances, rules and regulations applicable to
  the
  conduct or operation of the Business or the ownership or use of the
  Purchased
  Assets.

  6.13Legal Proceedings. Except as described in Schedule 6.13 hereto, there
  is no
  claim, action, suit, proceeding, investigation or inquiry pending before
  any
  federal, state or other court or governmental or administrative agency
  or, to

  <PAGE>
  Seller's knowledge, threatened against Seller with respect to the
  Business or any
  of the Purchased Assets, or relating to the transactions contemplated by
  this Agreement, nor does Seller know of any basis for any such claim,
  action, suit, proceeding, investigation, or inquiry. Except as set forth
  on Schedule 6.13 hereto, none of the matters set forth thereon will have
  a material adverse effect on the Business. Except as set forth on

  <PAGE>
  Schedule 6.13 hereto, Seller is not a party to or subject to the
  provisions of any judgment, order, writ, injunction,
  decree or award of any court, arbitrator or governmental, regulatory or
  administrative official, body or authority that relates to the Purchased
  Assets or the Business or that might affect the transactions contemplated
  by this Agreement.

  6.14Absence of Undisclosed Liabilities. Except as set forth in Schedule
  6.14, Seller has no liabilities or obligations (as defined in Section
  4.1) relating to the Business except (i) those liabilities and
  obligations set forth on the Balance Sheet and not heretofore paid or
  discharged; (ii) those  liabilities and
  obligations arising in the ordinary course of business consistent with
  past practice under any agreement, contract or commitment specifically
  disclosed on Schedule 2.1.5 hereto or not required to be disclosed
  because of the term or amount involved; and (iii) those liabilities and
  obligations incurred in the ordinary course of business consistent with
  past practice since the Balance Sheet
  Date.

  6.15Books and Records. All books of account and other financial records
  of Seller directly relating to the Business (the "Books and Records") are
  complete and correct and have been made available to Purchaser. All of
  the Books and Records have been prepared and maintained in accordance
  with good business practices and, where applicable, in conformity with
  GAAP (except as otherwise stated therein)
  and in compliance in all material respects with applicable laws,
  regulations and other requirements.

  6.16Employees. Schedule 1.17 sets forth a true and correct list of all
  individuals employed by Seller in the conduct of the Business and their
  present position and rate of compensation and service credited for
  purposes of vesting and eligibility under each Payroll Practice/Employee
  Arrangement.

  6.17Labor Disputes. Except as described in Schedule 6.17 hereto, from the
  Seller's inception, there have been no discrimination complaints nor any
  other kind of employment or labor related disputes against Seller in
  connection with the Business pending before or, to Seller's knowledge,
  threatened before any federal, state or local court or agency, and, to
  Seller's knowledge, no material dispute respecting minimum wage or
  overtime claims or other conditions or terms of employment exists. The
  Business has not experienced any material labor
  disputes or any material work stoppage due to labor disagreements. With
  respect to the Business and except to the extent set forth in Schedule
  6.17: there is no
  unfair labor practice charge or complaint against Seller pending or, to
  Seller's
  knowledge, threatened, before the National Labor Relations Board; (ii)
  there is
  no labor strike, slowdown or stoppage pending or, to Seller's knowledge,
  threatened against or affecting Seller; and (iii) no question concerning
  representation has been raised or, to Seller's knowledge, is threatened
  respecting the Employees.



  <PAGE>

  6.18Payroll Practice/Employee Arrangements.

  6.18.1 Schedule 6.18 contains a complete list of each employee benefit
  plan
  subject to ERISA, and/or holiday, vacation or other bonus practice or any
  other
  employee pay practice, arrangement, agreement or commitment (the "Payroll
  Practice/Employee Arrangement") and maintained by or with respect to
  which Seller
  has any liability or obligation, whether actual or contingent, with
  respect to
  Employees or their respective beneficiaries.

  6.18.2 Seller has not taken any action that may result in Purchaser, or
  subsidiary, being a party to, or bound by, any ERISA Plan, and Purchaser
  shall  have no liability under, or be subject to any liability on account
  of, any ERISA Plan or Payroll Practice/Employee Arrangement following the
  consummation of the transactions contemplated hereby.

  6.18.3 No ERISA Plan or other employee arrangement has provided for the
  payment of retiree benefits by Purchaser.

  6.19No Finder. Seller has not taken any action that would give to any
  Person a
  right to a finder's fee or any type of brokerage commission in relation
  to, or
  in connection with, the transactions contemplated by this Agreement.

  6.20Interest in Business. Seller has not granted, and there is not
  outstanding,
  any option, right, agreement or other obligation pursuant to which any
  Person
  could claim a right to acquire in any way all or any part of, or interest
  in, the
  Business.

  6.21Condition of Assets. All buildings, structures, improvements,
  equipment that
  are part of the Purchased Assets are structurally sound and, together
  with all
  other tangible personal property constituting the Purchased Assets, are
  in good
  operating condition and repair and are usable in the conduct of the
  Business
  consistent with past practice and conform to all applicable laws and
  regulations
  relating to their construction, use and operation.

  6.22Affiliate Transactions. Schedule 6.22 hereto sets forth a summary of
  all
  purchases of goods or services by Affiliates of Seller for the three
  years ended
  December 31, 1999. Except as set forth in Schedule 6.22 hereto, Seller
  and its Affiliates provide no services or products to the Business.


  <PAGE>
  6.23Environmental Matters.

  6.23.1 Except as set forth in Schedule 6.23 hereto, Seller has not
  received any
  notice relating to the Business or the Real Property alleging any
  violation of
  any Environmental Law or any written request for information from any
  governmental agency or other Person pursuant to any Environmental Law,
  and Seller
  is, with respect to the Business and the Real Property, in compliance
  with all
  applicable Environmental Laws;

  6.23.2 Except as set forth in Schedule 6.23 hereto, there are no
  Regulated
  Substances released by Seller or, to Seller's knowledge, any other Person
  on or
  beneath the Real Property in quantities or concentrations that could give
  rise
  to obligations, responsibilities or liabilities of Seller or Purchaser
  under any
  Environmental Law;

  6.23.3 Except as set forth in Schedule 6.23 hereto, Seller has not
  received any
  notice or order from any governmental agency or private or public entity
  in
  connection with the Business advising it that Seller is responsible for
  or
  potentially responsible for remediation or paying for the cost of
  investigation
  or remediation of any Regulated Substance, and Seller has not entered
  into any
  agreements pertaining thereto;

  6.23.4 Except as set forth in Schedule 6.23 hereto, to Seller's
  knowledge, the
  Real Property does not contain any: (i) underground storage tanks; (ii)
  underground injection wells; (iii) septic tanks in which process
  wastewater or
  any Regulated Substances have been disposed; (iv) asbestos; (v) equipment
  using
  PCBs; or (vi) drums buried in the ground; and

  6.23.5 Schedule 6.23 hereto identifies all environmental studies,
  analyses or
  reports in the possession of Seller or its Affiliates relating to the
  Real
  Property, and true and complete copies thereof have been delivered to
  Purchaser.

  6.24Insurance. Schedule 6.24 sets forth a complete list of all insurance
  policies maintained by Seller or its Affiliates with respect to the
  Business for the past five years. Schedule 6.24 also sets forth a true
  and correct summary of the loss


  <PAGE>
  experience for the past five years under each such policy.

  6.25No Significant Items Excluded. Except for Excluded Assets, there are
  no assets or properties of Seller or agreements, contract or commitments
  to which Seller is a party not disclosed herein that relate to the
  Business or the operations thereof.

   6.26Completeness and Accuracy. All information set forth on any Schedule
  hereto
  is, and all information furnished by Seller pursuant to Section 8.1.9
  hereof will
  be, true, correct and complete. No representation or warranty of Seller
  contained
  in this Agreement contains or will contain any untrue statement of
  material fact,
  or omits or will omit to state any material fact necessary to make the
  statements
  made therein, in light of the circumstances under which they were made,
  not
  misleading. All contracts, permits and other documents and instruments
  furnished
  or made available to Purchaser by Seller are or will be true, complete
  and
  accurate originals or copies of originals and include all amendments,
  supplements, waivers and modifications thereto. There is no fact,
  development or
  threatened development (excluding general economic factors affecting
  business in
  general) that Seller has not disclosed to Purchaser in this Agreement or
  the
  Schedules hereto that materially adversely affects or, so far as Seller
  can now
  foresee, may materially adversely affect, the Business, the Purchased
  Assets, or
  the prospects or condition (financial or otherwise) of the Business.

                             ARTICLE VII
             REPRESENTATIONS AND WARRANTIES OF PURCHASER

  Purchaser hereby represents and warrants to Seller as follows:

  7.1Organization, Good Standing, Power. Purchaser is a corporation duly
  organized,
  validly existing and in good standing under the laws of Delaware, is duly
  authorized to conduct business in all foreign jurisdictions in which it
  currently
  conducts business, and has all requisite corporate power and authority to
  own and
  lease the Purchased Assets and to carry on the Business and to execute
  and
  deliver this Agreement and the Ancillary Agreements to which Purchaser is
  a
  party, to consummate the transactions contemplated hereby and thereby and
  to perform all the terms and conditions hereof and thereof to be
  performed by it.

  <PAGE>

  7.2Authorization of Agreement and Enforceability. Purchaser has taken all
  necessary corporate action to authorize the execution and delivery of
  this
  Agreement and the Ancillary Agreements to which Purchaser is a party, the
  performance by it of all terms and conditions hereof and thereof to be
  performed
  by it and the consummation of the transactions contemplated hereby and
  thereby.
  This Agreement constitutes, and the Ancillary Agreements, upon
  Purchaser's
  execution and delivery thereof, will constitute, the legal, valid and
  binding
  obligations of Purchaser, enforceable in accordance with their terms
  except to
  the extent that enforceability may be limited by bankruptcy, insolvency,
  moratorium or other similar laws presently or hereafter in effect
  relating to
  affecting the enforcement of creditors' rights generally and by general
  principles of equity (regardless of whether enforcement is considered in
  a
  proceeding in equity or at law).

  7.3No Violations; Consents. The execution, delivery and performance by
  Purchaser of this Agreement and the Ancillary Agreements to which
  Purchaser is a party and the consummation of the transactions
  contemplated hereby and thereby will not
  (with or without the giving of notice or the lapse of time, or both) (i)
  violate any provision of the charter or bylaws of Purchaser, (ii) violate
  or require any consent, authorization or approval of, or exemption by, or
  filing under any provision of any law, statute, rule or regulation to
  which Purchaser is subject,(iii) violate any judgment, order, writ or
  decree of any court applicable to
  Purchaser, (iv) conflict with, result in a breach of, constitute a
  default under, or accelerate or permit the acceleration of the
  performance required by, or require any consent, authorization or
  approval under any agreement, contract, commitment, lease or other
  instrument, document or undertaking to which Purchaser is a party or any
  of its assets is bound or (v) result in the creation or
  imposition of any Encumbrance upon its assets.

  7.4Legal Proceedings. There is no claim, action, suit, proceeding,
  investigation or inquiry pending before any federal, state or other court
  or governmental or administrative agency or, to Purchaser's knowledge,
  threatened against Purchaser or any of Purchaser's properties, assets,
  operations or businesses that might prevent or delay the consummation of
  the transactions contemplated hereby.


  7.5No Finder. Purchaser has not taken any action which would give to any
  Person a right to a finder's fee or any type of brokerage commission in
  relation to, or in connection with, the transactions contemplated by this
  Agreement.




  <PAGE>
                             ARTICLE VIII
              COVENANTS OF SELLER PRIOR TO CLOSING DATE

  8.1Required Actions. Between the date of this Agreement and the Closing
  Date, Seller covenants that it will, in its conduct of the Business,
  except as otherwise agreed by Purchaser in writing.


  8.1.1Access to Information. Give to Purchaser and its counsel,
  accountants, consultants and other representatives, at their sole expense
  and risk, reasonable access, during normal business hours, to such of the
  properties, books, accounts, contracts and records of Seller as are
  relevant to the Purchased Assets and the Business, and furnish or
  otherwise make available to Purchaser all such information concerning the
  Purchased Assets and the Business as Purchaser may
  reasonably request, provided that the confidentiality of any data or
  information so acquired shall be maintained as confidential by Purchaser
  and its representatives in accordance with Section 9.1.1;

  8.1.2Conduct of Business. Operate the Business only in the usual, regular
  and ordinary manner as such Business was conducted prior to the date
  hereof and, to the extent consistent with such operation, use its best
  efforts until the Closing Date to (i) preserve and keep intact the
  Business, (ii) keep available the services of the Employees and (iii)
  preserve its relationships with customers,
  suppliers and others having business dealings with Seller in connection
  with the Business;

  8.1.3Maintenance of Properties. Maintain the Purchased Assets, whether
  owned or leased, in good repair, order and condition in accordance with
  manufacturers' instructions and Seller's past practices, reasonable wear
  and tear excepted;

  8.1.4Maintenance of Books and Records. Maintain the Books and Records in
  the usual, regular and ordinary manner, on a basis consistent with past
  practice;

  8.1.5Compliance with Applicable Law. Comply with all laws applicable to
  the Purchased Assets and to the conduct of the Business;

  8.1.6Performance of Obligations. Perform all the material obligations of
  Seller relating to the Purchased Assets and the Business in accordance
  with the past practices of Seller;

  8.1.7Notice of Material Damage. Give to Purchaser prompt written notice
  of any material damage by fire or other casualty upon the Purchased
  Assets or  the
  Business;

  8.1.8Advise of Changes. Advise Purchaser promptly in writing of any fact
  that, if known at the Closing Date, would have been required to be set
  forth or disclosed in or pursuant to this Agreement, or which would
  result in the breach in any material respect by Seller of any of its
  representations, warranties, covenants or agreements hereunder;



  <PAGE>
  8.1.9Update Schedules. Promptly disclose to Purchaser any information
  contained in the representations and warranties of Seller contained in
  Article VI or in the Schedules to this Agreement which is no longer
  complete or correct (including furnishing updated financial statements);
  provided that no such disclosure shall be deemed to modify, amend or
  supplement Seller's representations and warranties;

  8.1.10 Pay Employees to Closing Date. Pay all wages, salaries and other
  sums due Employees through the close of business on the day prior to the
  Closing Date;

  8.1.11 Termination. Terminate the employment of all Employees as of the
  Closing Date; and

  8.1.12 Compliance with Agreement. Not undertake any course of action
  inconsistent with satisfaction of the conditions applicable to it set
  forth in this Agreement, and use all reasonable efforts to do all such
  acts and take all such measures as may be reasonably necessary to comply
  with the representations, agreements, conditions and other  provisions of
  this Agreement.

  8.2Prohibited Actions. Between the date of this Agreement and the Closing
  Date, in its conduct of the Business, Seller shall not, except as
  otherwise agreed by Purchaser in writing:

  8.2.1Sale of Purchased Assets. Sell, transfer, assign, lease, encumber or
  otherwise dispose of any of the Purchased Assets other than in the
  ordinary course of business consistent with past practices;

  8.2.2Business Changes. Change in any material respect the character of
  the Business;

  8.2.3Incurrence of Material Obligations. Incur any material fixed or
  contingent obligation or enter into any material agreement, commitment or
  other transaction or arrangement that is not in the ordinary course of
  business consistent with past practices;

  8.2.4Incurrence of Liens. Subject any of the Purchased Assets to any
  lien, security interest or other Encumbrance;

   8.2.5Change in Employee Compensation and Benefits. Increase the rate of
  compensation paid, or pay any bonus, to anyone connected with the
  Business, except for those increase or bonuses planned, in the ordinary
  course of business
  consistent with past practices, or establish or adopt any new pension or
  profit-sharing plan, deferred compensation agreement or employee benefit
  arrangement of any kind whatsoever covering or affecting Employees;

  8.2.6Publicity; Advertisement. Except as required by law, publicize,
  advertise
  or announce to any third party, except as required pursuant to this
  Agreement to obtain the consent of such third party, the entering into of
  this Agreement, the terms of this Agreement or the transactions
  contemplated hereby;



  <PAGE>

  8.2.7No Release. Except in the ordinary course of business consistent
  with past practices, cancel, release or relinquish any material debts of
  or claims against others held by Seller with respect to the Business or
  waive any material rights relating to the Business; and

   8.2.8No Termination or Modification. Terminate or materially modify any
  material lease, contract, governmental license, permit or other
  authorization or agreement
  affecting the Business or the Purchased Assets or the operation thereof.

                             ARTICLE IX
             COVENANTS OF PURCHASER PRIOR TO CLOSING DATE

  9.1Required Actions. Between the date of this Agreement and the Closing
  Date,
  Purchaser shall, except as otherwise agreed by Seller in writing:

  9.1.1Confidentiality. Not publish or disclose and not authorize or permit
  any of
  its officers, employees, directors, agents or representatives or any
  third party
  to publish or disclose any trade secrets or other Confidential
  Information or any
  data or business or financial books, records or other information of or
  pertaining to Seller, which have been furnished to Purchaser by Seller or
  to
  which Purchaser, or any of its officers, employees, directors, agents,
  attorneys
  or accountants, or any financial institution have had access during any
  investigation made in connection with this Agreement and which is not
  otherwise
  available to Purchaser, except as required by law;

  9.1.2Advise of Changes. Advise Seller promptly in writing of any fact
  that, if
  known at the Closing Date, would have been required to be set forth or
  disclosed
  in or pursuant to this Agreement, or which would result in the breach by
  Purchaser of any of its representations, warranties, covenants or
  agreements
  hereunder;

  9.1.3Compliance with Agreement. Not undertake any course of action
  inconsistent
  with satisfaction of the conditions applicable to it set forth in this
  Agreement,
  and Purchaser shall use its best efforts to do all such acts and take all
  such
  measures as may be reasonably necessary to comply with the
  representations,
  agreements, conditions and other provisions of this Agreement; and

  9.1.4Publicity; Advertisement. Except as required by law, including, but
  not limited to, the laws, rules and regulations of the Securities and


  <PAGE>
  Exchange Commission, not publicize, advertise or announce to any third
  party the entering
  into of this Agreement, the terms of this Agreement or the transactions
  contemplated hereby.

  9.2Investigation. Prior to the Closing, Purchaser shall use reasonable
  efforts
  to conduct its investigation of the Business in such a manner as to
  prevent
  disruption of relations with the employees, customers and suppliers of
  Seller.

                              ARTICLE X
           CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

  The obligations of Purchaser hereunder are subject to the fulfillment at
  or prior
  to the Closing of each of the following conditions:

  10.1Accuracy of Representations and Warranties. The representations and
  warranties of Seller contained in this Agreement shall have been true in
  all
  material respects on the date hereof and shall be true in all material
  respects
  on and as of the Closing Date with the same force and effect as though
  made on
  and as of the Closing Date.

  10.2Performance of Agreement. Seller shall have performed in all material
  respects all obligations and agreements and complied in all material
  respects
  with all covenants and conditions contained in this Agreement to be
  performed or
  complied with by it at or prior to the Closing Date.

  10.3Seller's Certificate. Purchaser shall have received a certificate
  from
  Seller, dated as of the Closing Date, reasonably satisfactory in form and
  substance to Purchaser and its counsel, certifying as to the matters
  specified
  in Section 10.1 and Section 10.2 hereof. The matters set forth in such
  certificate shall constitute representations and warranties of Seller
  hereunder.

  10.4Secretary's Certificate. Purchaser shall have received a certificate,
  dated
  the Closing Date, of the Secretary or any Assistant Secretary of Seller
  with
  respect to the incumbency and specimen signature of each officer or
  representative of Seller executing this Agreement, the certificate
  referred to
  in Section 10.3 and the Ancillary Agreements to which Seller is a party.

  10.5Injunction. On the Closing Date, there shall be no injunction, writ,
  preliminary restraining order or any order of any nature in effect issued
  by a court of competent jurisdiction directing that the transactions

  <PAGE>
  provided for herein, or any of them, not be consummated as herein
  provided and no suit, action, investigation, inquiry or other legal or
  administrative proceeding by any governmental body or other Person shall
  have been instituted or threatened which the questions of validity or
  legality of the transactions contemplated hereby or
  which if successfully asserted might otherwise have a material adverse
  effect on the conduct of the Business or impose any additional material
  financial obligation on, or require the surrender of any material right
  by, Purchaser.

  10.6Actions and Proceedings. All corporate actions, proceedings,
  instruments and
  documents required to carry out the transactions contemplated by this
  Agreement
  or incidental thereto and all other related legal matters shall be
  reasonably
  satisfactory to counsel for Purchaser, and such counsel shall have been
  furnished
  with such certified copies of such corporate actions and proceedings and
  such
  other instruments and documents as it shall have reasonably requested.

  10.7Consents. Any third-party and governmental consents, approvals or
  authorizations necessary for the conveyance of the Purchased Assets or
  valid
  consummation of the transactions contemplated hereby shall have been
  obtained.

  10.8Arrangements with Employees. Substantially all of the Employees shall
  have
  accepted employment with Purchaser effective on the Closing Date. In
  addition,
  Purchaser shall have received evidence from Seller, which is acceptable
  in all
  respects to Purchaser's legal counsel, that all contracts, agreements,
  commitments and undertakings of the Seller with or for the benefit of any
  Employee or former employee of the Seller have expired or have otherwise
  been
  terminated without, in either case, any liability to the Purchaser.

  10.9Opinion of Counsel. Purchaser shall have received the favorable
  opinion of
  George G. Gardner, Esquire, counsel for Seller, satisfactory to Purchaser
  and its counsel as to the matters set forth in Sections 6.1, 6.2 and 6.3
  hereof and to such other matters reasonably required by the Purchaser,
  including, but not limited to, that Seller has complied with any and all
  laws relating to bulk transfers in connection with the transactions
  contemplated hereby (or that such bulk transfer laws are inapplicable to
  the transactions contemplated hereby) and that the Seller's use and the
  Purchaser's contemplated use of the Real Property
  is and shall be in compliance with all applicable zoning, subdivision and
  land use laws and ordinances.

  10.10Title Insurance. Purchaser shall have received a title insurance
  policy issued by a reputable title insurance company selected by


  <PAGE>
  Purchaser at regular rates insuring its leasehold title to the Real
  Property as good and marketable and free of all Encumbrances.

  10.11 Environmental Site Assessment. Purchaser shall have received the
  results of an environmental site assessment which confirms in all
  respects the Seller's representations and warranties herein with respect
  to environmental matters.

  10.12Employment Agreements. Each of the Employees specified in Section
  4.3 hereof shall have executed and delivered their respective Employment
  Agreement to the Purchaser.

  10.13Escrow Agreement. The Escrow Agreement shall have been duly executed
  by all parties thereto and the money, certificates and other documents
  described therein shall have been duly deposited as required therein.

  10.14Ancillary Documents. All of the Ancillary Documents shall have been
  duly executed and delivered by the parties thereto.

  10.15Compliance with Bulk Transfer Laws. Evidence satisfactory to
  Purchaser's  counsel that Seller has complied with any and all laws
  relating to bulk transfers in connection with the transactions
  contemplated hereby.

  10.16Removal of Section 2.2.6 Excluded Assets. Seller shall have removed
  from the
  Real Property and returned all of the tangible personal property
  described in
  Section 2.2.6 to the owners thereof and evidence to Purchaser's legal
  counsel
  that Purchaser has no liability therefor.

  10.17Name Change. Seller shall have changed its name to a name which, in
  the
  reasonable opinion of Purchaser, is not the same as or similar to
  Seller's
  present name, and Purchaser shall have determined that it is able to
  change its
  name to Seller's current name in Delaware and Kentucky.

  10.18Susan Jacobson. Seller shall provide Purchaser's legal counsel with
  evidence
  satisfactory to such legal counsel in all respects that Seller has
  appropriately
  terminated Susan Jacobson from its medical benefits plan and that
  Purchaser has
  no liability therefor.

                              ARTICLE XI
          CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER

  The obligations of Seller are subject to the fulfillment at or prior to
  the Closing of each of the following conditions:



  <PAGE>
  11.1Accuracy of Representations and Warranties. The representations and
  warranties of Purchaser contained in this agreement shall have been true
  in all material respects on the date hereof and shall be true in all
  material respects on and as of the Closing Date with the same force and
  effect as though made on and as of the Closing Date.

  11.2Performance of Agreement. Purchaser shall have performed in all
  material respects all obligations and agreements and complied in all
  material respects with all covenants and conditions contained in this
  Agreement to be performed or complied with by it at or prior to the
  Closing Date.

  11.3Purchaser's Certificate. Seller shall have received a certificate
  from Purchaser, dated as of the Date, reasonably satisfactory in form and
  substance to Seller and its counsel, certifying as to the fulfillment of
  all matters specified in Section 11.1 and Section 11.2 hereof. The
  matters set forth in such certificate shall constitute representations
  and warranties of Purchaser hereunder.

  11.4Secretary's Certificate. Seller shall have received a certificate,
  dated the Closing Date, of the Secretary or any Assistant Secretary of
  Purchaser with respect to the incumbency and specimen signature each
  officer or representative of Purchaser executing this Agreement, the
  certificate referred to in Section 11.3 and the Ancillary Agreements to
  which Purchaser is a party.

  11.5Injunction. On the Closing Date, there shall be no injunction, writ,
  preliminary restraining order or any order of any nature in effect issued
  by a court of competent jurisdiction directing that the transactions
  provided for herein, or any of them, not be consummated as herein
  provided.

   11.6Actions or Proceedings. All corporate actions, proceedings,
  instruments and documents required to carry out the transactions
  contemplated by this Agreement or incidental thereto and all other
  related legal matters shall be reasonably satisfactory to counsel for
  Seller, and such counsel shall have been furnished
  with such certified copies of such corporate actions and proceedings and
  such other instruments and documents as it shall have reasonably
  requested.

  11.7Consents. Any third-party and governmental consents, approvals or
  authorizations necessary for the conveyance of the Purchased Assets or
  the valid consummation of the transactions contemplated hereby shall have
  been obtained.

  11.8Opinion of Counsel. Seller shall have received the favorable opinion
  of Laputka, Bayless, Ecker & Cohn, P.C., counsel for Purchaser,
  satisfactory to  Seller and its counsel as to the matters set forth in
  Sections 7.1, 7.2 and 7.3 hereof and to such other matters reasonably
  required by Seller.

  11.9Escrow Agreement. The Escrow Agreement shall have been duly executed
  by all parties thereto and the money, certificates and other documents
  described therein shall have been duly deposited as required therein.


  <PAGE>
  11.10Ancillary Documents. All of the Ancillary Documents shall have been
  duly executed and delivered by the parties thereto.

                             ARTICLE XII
                  OBLIGATIONS AFTER THE CLOSING DATE

  12.1Confidentiality. Seller hereby covenants and agrees that, except as
  may be required by law, rule or regulation or court order, unless this
  Agreement is terminated, it will not at any time reveal, divulge or make
  known to any Person (other than Purchaser or its agents or Affiliates)
  any information that relates to this Agreement, the transactions
  contemplated hereby or the Business (whether
  now possessed by Seller or furnished by Purchaser after the Closing
  Date), including, but not limited to, customer lists or other customer
  information, trade secrets or formulae, marketing plans or proposals,
  financial information or any data, written material, records or documents
  used by or relating to the Business that are of a confidential nature
  (collectively, the "Confidential Information").

  12.2Covenant Not to Interfere. Seller covenants and agrees that for a
  period of five years after the Closing Date, Seller will not solicit for
  employment by Seller or any Affiliate any Person tho is an employee of
  the Business as of the Closing Date.

  12.3Noncompetition. For a period of three years following the Closing
  Date, Seller will not, directly or indirectly, unless acting in
  accordance with Purchaser's written consent, own, manage, operate,
  finance or participate in the ownership, management, operation or
  financing of or permit its name to be used by or in connection with any
  business or enterprise engaged in the providing or sale of the services
  and/or products provided or sold by the Seller in connection
  with the Business in the United States of America. Seller acknowledges
  that the provisions of this Section are reasonable and necessary to
  protect the interests of Purchaser, that any violation of this Section
  will result in an irreparable injury to Purchaser and that damages at law
  would not be reasonable or adequate compensation to Purchaser for
  violation of this Section and that in addition to any other available
  remedies, Purchaser shall be entitled to have the provisions of this
  Section specifically  enforced by preliminary and permanent injunctive
  relief without the necessity of proving actual damages or posting a bond
  or other security and to an equitable accounting of all earnings, profits
  and other benefits arising out of any violation of this Section. In the
  event that the provisions of this Section shall ever be deemed to exceed
  the time, geographic, product or other limitations permitted by
  applicable law, then the provisions shall be deemed reformed to the
  maximum extent permitted by applicable law.

  12.4Transition of Employees. From and after the Closing Date, Purchaser
  and Seller shall cooperate to ensure an orderly transition of the
  Employees who accept employment with Purchaser.

  12.5Administrative Assistance by Seller. Except as otherwise agreed,
  without cost to Purchaser Seller shall provide such accounting, data
  processing and other support services to Purchaser as are reasonably
  required in connection with the transfer of the Business to Purchaser for
  a period of not more than sixty (60) days following the Closing Date and

  <PAGE>
  thereafter for an additional period of up to one hundred twenty (120)
  days at a reasonable cost to be negotiated. Seller shall
  cooperate with Purchaser's auditors in connection with the preparation of
  any report or filing required in connection with the transactions
  contemplated hereby, such cooperation to be provided by Seller at no cost
  to Purchaser.

  12.6Further Assurances of Seller. From and after the Closing Date, Seller
  shall, at the request of Purchaser, execute, acknowledge and deliver to
  Purchaser, without further consideration, all such further assignments,
  conveyances, endorsements, deeds, special powers of attorney, consents
  and other documents,and take such other action, as Purchaser may
  reasonably request (i) to transfer
  to and vest in Purchaser, and protect is rights, title and interest in,
  all the Purchased Assets and (ii) otherwise to consummate the
  transactions contemplated by this Agreement. In addition, from and after
  the Closing Date, Seller shall afford Purchaser and its attorneys,
  accountants and other representatives access,
  during normal business hours, to any books and records relating to the
  Business that Seller may retain as may reasonably be required in
  connection with the preparation of financial information or tax returns
  of Purchaser.

  12.7Further Assurances of Purchaser. For a period of seven (7) years from
  and after the Closing Date, Purchaser shall afford to Seller and its
  attorneys, accountants and other representatives access, during normal
  business hours, to such books and records relating to the Business as may
  reasonably be required in connection with the preparation of financial
  information for periods concluding on or prior to the Closing Date.
  Purchaser shall cooperate in all reasonable respects with Seller with
  respect to its former interest in the Business and in
  connection with financial account closing and reporting and claims and
  litigation asserted by or against third parties, including, but not
  limited to, making employees available at reasonable times to assist
  with, or provide information in connection with financial account closing
  and reporting and claims and litigation, provided, that Seller reimburses
  Purchaser for its reasonable out-of-pocket expenses (including costs of
  employees so assisting) in connection therewith.

  12.8Retention of and Access to Records: Cooperation. For a period of not
  less than seven (7) years after the Closing Date, Purchaser shall
  preserve and retain the corporate, accounting, legal, auditing and other
  books and records of the Business (including but not limited to, any
  governmental or non-governmental actions, suits, proceedings or
  investigations arising out of the conduct of the
  business and operations of the Business prior to the Closing Date);
  provided, however, that such 7-year period shall be extended in the event
  that any action, suit, proceedings or investigation has been commenced or
  is pending or threatened
  at the termination of such 7-year period and such extension shall
  continue until any such action, suit, proceeding or investigation has
  been settled through
  judgement or otherwise or is no longer pending or threatened.
  Notwithstanding the foregoing, Purchaser may discard or destroy any of
  such books and records prior to the end of such 7-year period or period
  of extension, if applicable, if it has given Seller sixty (60) days'

  <PAGE>
  prior written notice of its intent to do so and
  Seller has not taken possession of such books and records, at its
  expense, within such 60-day period. Notwithstanding anything to the
  contrary in this Section 12.8, Seller shall retain all tax records of the
  Business prepared prior to the Closing Date. Purchaser shall provide
  reasonable access to Seller to review any records that Purchaser retains
  and to make copies thereof and shall cooperate fully with Seller
  (including, without limitation, making available employees to assist
  Seller at reasonable rates to be agreed by the Parties) in preparation
  and documentation of all necessary financial statements, tax returns and
  reports or the resolution of any tax audits, claims, litigation or
  disputes concerning Seller's tax liabilities or the Assumed Liabilities.

  12.9Accounts Receivable Payment. In the event that either Party hereto at
  any time receives any funds from any third party that are properly
  payable to the other Party hereto, the Party receiving such funds shall
  promptly remit such funds to the Party entitled to such funds.

  12.10Contingent Additional Consideration.
  12.10.1 As contingent additional consideration for the Purchased Assets,
  for the Purchaser's fiscal year 2001 (April 1, 2000 through March 31,
  2001), and during that time only, the Purchaser shall establish, and the
  Employees specifically named in Section 4.3 hereof (Donald Adams, Wayne
  McMahon and Carl Jacobson) shall
  have the right to participate in a sales and profit incentive plan in
  accordance
  with the following:

  (i)If, at the end of the Purchaser's fiscal year 2001, the Purchaser's
  gross sales, as determined in accordance with GAAP, equal Two Million
  ($2,000,000.00)Dollars, each such Employee will receive his proportionate
  share (Donald Adams: 40%, Wayne McMahon: 30%, Carl Jacobson: 30%) of the
  $100,000.00 sales incentive award described in the Memorandum of
  Understanding between the Parties first
  dated January 26, 2000 (the "MEMORANDUM OF UNDERSTANDING"), sixty (60%)
  percent of which shall be payable in cash and the remaining forty (40%)
  percent paid in EMCEE Restricted Stock, based on the fair market value
  thereof determined by calculating the average of the median price of such
  stock at the close of each of the five (5) trading days immediately
  preceding March 31, 2001. If the
  Purchaser's gross sales are less than Two Million ($2,000,000.00) Dollars
  but more than One Million ($1,000,000.00) Dollars during such time, the
  aforementioned sales incentive award shall be reduced prorata. Such
  Employees shall be entitled to no sales incentive award if the
  Purchaser's gross sales for fiscal year 2001 do not exceed One Million
  ($1,000,000.00) Dollars. If the Purchaser's gross sales in fy 2001 exceed
  Two Million ($2,000,000.00) Dollars, the aforementioned sales incentive
  award shall increase prorata (calculated based
  on a 50% increase in the sales incentive award per each $1,000,000.00 in
  gross sales which exceed the $2,000,000.00 fy 2001 target gross sales
  figure), provided that the Purchaser's pre-tax profit in fy 2001
  (determined in accordance with (GAAP) equals or exceeds seven and
  one-half (7.5%) percent of gross sales.

  (ii)In addition to the foregoing, if, at the end of the Purchaser's fy
  2001, the Purchaser's pre-tax profit, as determined in accordance with

  <PAGE>
  GAAP, equals or exceeds Two Hundred Thousand ($200,000.00) Dollars, each
  such Employee will receive his proportionate share (Donald Adams: 40%,
  Wayne McMahon: 30%, Carl
  Jacobson: 30%) of the $100,000.00 profit incentive award described in the
  Memorandum of Understanding, sixty (60%) percent of which shall be
  payable in
  cash and the remaining forty (40%) percent which shall be paid in EMCEE
  Restricted Stock, based on the fair market value thereof determined by
  calculating the average of the median price of such stock at the close of
  each
  of the five (5) trading days immediately preceding March 31, 2001. If the
  Purchaser's pre-tax profit in fy 2001 is less than Two Hundred Thousand
  ($200,000.00) Dollars but greater than Fifty Thousand ($50,000.00)
  Dollars, the
  aforementioned profit incentive award shall be reduced prorata. Such
  Employees
  shall be entitled to no profit incentive award if the Purchaser's pre-tax
  profit
  in fy 2001 is Fifty Thousand ($50,000.00) Dollars or less.

  12.10.2 The Purchaser shall determine the amount, if any, of the sales
  incentive
  award and/or profit incentive award due the Employees named above in
  accordance
  with this Section 12.10. The Purchaser's determination of such amounts
  shall be
  deemed conclusive and correct for all purposes absent manifest error.

  12.10.3  If an Employee's employment with the Purchaser shall end for any
  reason
  prior to March 31, 2001, he shall forfeit a portion of his proportionate
  share
  of any sales incentive or profit incentive award otherwise payable, which
  forfeited portion shall be determined by dividing the number of days of
  the
  Purchaser's fy 2001 during which the Employee was not employed by the
  Purchaser
  by 365, and then multiplying the quotient of that equation (expressed as
  a
  percentage) by the Employee's proportionate share of the award. Such
  forfeited
  portion shall be forfeited for all purposes and shall not be available or
  subject
  to distribution among any of the other Employees named above.

  12.10.4 Sales and profit incentive plan award payments due hereunder, if
  any,
  will be made within one hundred twenty (120) days after the end of the
  Purchaser's fy 2001.








  <PAGE>
                          ARTICLE XIII
                          TERMINATION

  13.1Termination of Agreement. This Agreement may be terminated:

  (i)by the mutual consent of Seller and Purchaser;

  (ii)by Seller or Purchaser if the Closing has not taken place on or
  before April
  17, 2000; provided, however, that no Party then in breach of any of its
  obligations hereunder shall have the right to terminate;

  (iii)by Purchaser upon notice to Seller if any of the conditions set
  forth in
  Article X hereof have not been satisfied by on or before the Closing
  Date; and

  (iv)by Seller upon notice to Purchaser if any or the conditions set forth
  in
  Article XI hereof have not been satisfied by on or before the Closing
  Date.

  13.2Return of Documents. If this Agreement is terminated for any reason
  pursuant
  to this Article XIII, each Party shall return to the other Party all
  documents
  and copies thereof which shall have been furnished to it by such other
  Party or,
  with the agreement of the other Party, shall destroy all such documents
  and
  copies thereof and certify in writing to the other Party any such
  destruction.
  The obligations of Purchaser under Section 9.1.1 hereof shall survive
  termination
  of this Agreement.

  13.3Remedies. If this Agreement is terminated by Seller or Purchaser as
  permitted
  under Section 13.1 and not as a result of a breach of a representation or
  warranty or the failure of any Party to perform its obligations
  hereunder, such
  termination shall be without liability of any Party. If a Party
  terminates this
  Agreement as a result of a breach of a representation or warranty by the
  other
  Party or the failure of the other Party to perform its obligations
  hereunder, the
  non-breaching Party, in addition to any other legal remedies that may be
  available, shall be entitled to reimbursement from the breaching Party
  for all
  expenses incurred by the non-breaching Party in connection with this
  Agreement
  and the transactions contemplated hereby, including, without limitation,
  attorneys' fees and accountants' fees.



  <PAGE>
                             ARTICLE XIV
                     SURVIVAL OF REPRESENTATIONS
                   AND WARRANTIES; INDEMNIFICATION

  14.1Survival of Representations and Warranties. All representations,
  warranties,
  covenants, agreements, undertakings, and indemnities set forth in this
  Agreement
  shall survive the Closing Date. Any Party's right to indemnification or
  other
  remedies based upon the representations and warranties, covenants,
  agreements and
  undertakings of the other Party will not be affected by any
  investigation,
  knowledge or waiver of any condition by such Party. Any investigation by
  such
  Party shall be for its own protection only and shall not affect or impair
  any
  right or remedy hereunder.

   14.2Indemnification by Seller. "Seller General Liabilities" shall mean
  all
  Losses resulting from, arising out of, or incurred by Purchaser or any of
  its
  Affiliates, or any of their respective successors or assigns and their
  respective
  directors, officers and employees (each a "Purchaser Indemnified Party")
  after
  the Closing Date in connection with (i) any breach of any of the
  representations
  or warranties made by Seller in this Agreement, (ii) any default by
  Seller in
  respect of performance of any of the covenants or agreements of Seller in
  this
  Agreement or (iii) any attempt (whether or not successful) by any Person
  to cause
  or require Purchaser to pay any liability of, or claim against, Seller of
  any
  kind in respect of the operation of the Business prior to the Closing
  Date, to
  the extent not specifically assumed or subject to an indemnity by
  Purchaser under
  the terms of this Agreement. Subject to the further provisions of this
  Article
  XIV, Seller covenants and agrees with Purchaser that Seller shall pay and
  shall indemnify all Purchaser Indemnified Parties and hold them harmless
  from, against
  and in respect of, any and all Seller General Liabilities.

  14.3Indemnification by Purchaser. "Purchaser General Liabilities" shall
  mean all
  Losses resulting from, arising out of, or incurred by any of Seller or
  its Affiliates, or any of their respective successors or assigns and
  their respective directors, officers and employees (each a "Seller
  Indemnified Party") after the Closing Date in connection with (i) any
  breach of any of the representations or warranties made by Purchaser in

  <PAGE>
   this Agreement, (ii) any default by Purchaser in
  respect of any of the covenants or agreements of Purchaser in this
  Agreement,
  (iii) any attempt (whether or not successful) by any Person to cause or
  require
  Seller to pay or discharge any Assumed Liability or any liability of, or
  claim
  against, Purchaser of any kind in respect of the operation of the
  Business on or
  after the Closing Date to the extent not specifically subject to an
  indemnity by
  Seller under the terms of this Agreement. Purchaser covenants and agrees
  with
  Seller that Purchaser shall pay and shall indemnify all Seller
  Indemnified
  Parties and hold them harmless from, against and in respect of, any and
  all
  Purchaser General Liabilities.

  14.4Procedures for Indemnification.

  14.4.1 Each Indemnified Party shall promptly give notice hereunder to the
  indemnifying Party after becoming aware of any claim as to which recovery
  may be
  sought against the indemnifying Party because of the  indemnity in this
  Article
  XIV, and, if such indemnity shall arise from the claim of a third party,
  shall
  permit the indemnifying Party to assume the defense of any such claim and
  any
  litigation or other proceeding resulting from such claim; provided, that
  any
  Indemnified Party may, in any event, at its own expense, monitor and
  participate
  in, but not control, the defense of any such claim or litigation.
  Notwithstanding
  the foregoing, the right to indemnification hereunder shall not be
  affected by
  any failure of an Indemnified Party to give such notice (or by delay by
  an
  Indemnified Party in giving such notice) unless, and then only to the
  extent
  that, the rights and remedies of the indemnifying Party shall have been
  prejudiced as a result of the failure to give, or delay in giving, such
  notice.
  The notice required hereunder shall specify the basis for the claim for
  indemnification to the extent ascertainable at the time of the notice.
  Failure
  by an indemnifying Party to notify an Indemnified Party of its election
  to defend
  any such claim or action by a third party within thirty (30) days after
  notice
  thereof shall have been given to the indemnifying Party shall be deemed a
  waiver
  by the indemnifying Party of its right to defend such claim or action.
  Nothing

  <PAGE>
  herein shall be deemed to prevent an Indemnified Party from making a
  contingent
  claim for indemnification hereunder, provided the Indemnified Party has
  reasonable grounds to believe that the claim or demand for
  indemnification will
  be made and sets forth the estimated amount of such claim to the extent
  then
  ascertainable.

  14.4.2 The indemnifying Party shall not, in the defense of such claim or
  any
  litigation resulting therefrom, consent to entry of any judgment (other
  than a
  judgment of dismissal on the merits without costs) or enter into any
  settlement,
  except with the written consent, which consent shall not be unreasonably
  withheld, of the Indemnified Party, which does not include as an
  unconditional
  term thereof the giving by the claimant or the plaintiff to the
  Indemnified Party
  a release from all liability in respect of such claim or litigation.

  14.4.3 If the indemnifying Party shall not assume the defense of any such
  claim
  by a third party, or litigation resulting therefrom, after receipt of
  notice from
  the Indemnified Party, the Indemnified Party may defend against such
  claim or
  litigation in such manner as it deems appropriate.

  14.4.4 If an indemnifying Party shall not, within thirty (30) days after
  its
  receipt of the notice required by Section 14.4.1 hereof, advise the
  Indemnified
  Party that the indemnifying Party denies the right of the Indemnified
  Party  to
  indemnity in respect of the claim, then the amount of such claim shall be
  deemed to be finally determined between the Parties hereto. If the
  indemnifying Party
  shall notify the Indemnified Party that it disputes any claim made by the
  Indemnified Party, then the Parties hereto shall endeavor to settle and
  compromise such claim, and if unable to agree on any settlement or
  compromise,
  such claim for indemnification shall be settled by appropriate
  litigation, and
  any liability established by reason of such settlement, compromise or
  litigation
  shall be deemed to be finally determined. Any claim that is finally
  determined
  in the manner set forth above shall be paid promptly by the indemnifying
  Party
  in cash.

  14.5Payment of Indemnification Obligations. Each Party shall pay promptly
  to any Indemnified Party the amount of all damages, losses, deficiencies,
  liabilities, costs, expenses, claims and other obligations to which the

  <PAGE> foregoing indemnity relates.

  14.6Interest on Unpaid Obligations. If all or part of any indemnification
  obligation under this Agreement is not paid when due, the indemnifying
  Party shall pay the Indemnified Party interest on the unpaid amount of
  such obligation for each day from the date the amount became due until it
  is paid in full, payable on demand, at the rate equal to the lower of (i)
  the maximum rate permitted by law or (ii) five percent (5%) per annum
  plus the "Prime Rate" as announced from time to time by First Union Bank,
  N.A., (or in the absence of such
  announced "Prime Rate", the "Prime Rate" as published from time to time
  in The Wall Street Journal).

  14.7Other Remedies. The indemnification rights of any Indemnified Party
  under this Article XIV are independent of and in addition to such rights
  and remedies as such Indemnified Party may have at law, in equity or
  otherwise for any misrepresentation, breach of warranty or failure to
  fulfill any covenant or agreement under or in connection with this
  Agreement on the part of any Party, none of which rights or remedies
  shall be affected or diminished hereby.

                              ARTICLE XV
                               GENERAL

  15.1Expenses. Except as otherwise provided in this Agreement, and whether
  or not
  the transactions herein contemplated shall be consummated, Purchaser and
  Seller
  shall pay their own fees, expenses and disbursements, including the fees
  and
  expenses of their respective counsel, accountants and other experts, in
  connection with the subject matter of this Agreement and all other costs
  and
  expenses incurred in performing and complying with all conditions to be
  performed
  under this Agreement.

  15.2Publicity. All notices to third parties and all other publicity
  concerning
  the transactions contemplated by this Agreement shall be jointly planned
  and
  coordinated by and between Purchaser and Seller, except any such notices
  which
  Purchaser is required to give under any of the rules or regulations of
  the
  Securities and Exchange Commission. Except as may be required by law, no
  Party
  shall act unilaterally in this regard without the prior written approval
  of the
  other Party, such approval not to be unreasonably withheld.

  15.3Waivers. The waiver by either Party hereto of a breach of any
  provision of this Agreement shall not operate or be construed as a waiver
  of any subsequent breach.




  <PAGE>
  15.4Binding Effect; Benefits. This Agreement shall inure to the benefit
  of the
  Parties hereto, and shall be binding upon the Parties hereto and their
  respective
  successors and assigns. Nothing in this Agreement, express or implied, is
  intended to confer on any Person other than the Parties hereto, or their
  respective successors and assigns, any rights, remedies, obligations or
  liabilities under or by reason of this Agreement.

  15.5Bulk Transfers Laws. Seller hereby covenants and agrees to comply
  with any and all laws relating to bulk transfers with respect to the
  transactions contemplated hereby, and Purchaser will, upon request,
  provide Seller with its reasonable cooperation in connection therewith.

  15.6Notices. All notices, requests, demands, elections and other
  communications
  which either Party to this Agreement may desire or be required to give
  hereunder
  shall be in writing and shall be deemed to have been duly given if
  delivered
  personally, by a reputable commercial courier service (such as FedEx or
  U.P.S.),
  by mailing the same by registered or certified first class mail, postage
  prepaid,
  return receipt requested, or by telecopying with receipt confirmation
  (followed
  by a first class mailing of the same) to the Party to whom the same is so
  given
  or made. Such notice, request, demand, waiver, election or other
  communication
  will be deemed to have been given as of the date so delivered or
  electronically
  transmitted or seven (7) days after mailing thereof.

  15.6.1 If to Seller, to:

  Advanced Broadcast Systems, Inc.
  5825 Bullitsville Road
  Burlington, KY 41005

  With a copy to:

  George G. Gardner, Esquire
  7415 Burlington Pike, Suite B
  Florence, KY 41042

  15.6.2 If to Purchaser, to:

  EMCEE Holding Corp.
  c/o EMCEE Broadcast Products, Inc.
  P.O. Box 68
  White Haven, PA  18661-0068





  <PAGE>
  With a copy to:

  Robert S. Sensky, Esquire and Martin D. Cohn, Esquire
  LAPUTKA, BAYLESS, ECKER & COHN, P.C.
  2 East Broad Street, 6th Floor
  Hazleton, PA 18201


                 or to such other address as such Party
                 shall have specified by notice to the other
                 Party hereto.

  15.7Entire Agreement. This Agreement (including the Exhibits and
  Schedules
  hereto) and the documents delivered pursuant hereto constitute the entire
  agreement and understanding between the Parties hereto as to the matters
  set
  forth herein and supersede and revoke all prior agreements and
  understandings,
  oral and written, between the Parties hereto or otherwise with respect to
  the
  subject matter hereof. No change, amendment, termination or attempted
  waiver of
  any of the provisions hereof shall be binding upon any Party unless set
  forth in
  an instrument in writing signed by the Party to be bound or their
  respective
  successors in interest.

  15.8Counterparts. This Agreement may be executed simultaneously in two or
  more counterparts, each of which shall be deemed an original and all of
  which together shall constitute but one and the same instrument.

  15.9Headings. The article, section and other headings contained in this
  Agreement are for reference purposes only and shall not be deemed to be a
  part of this Agreement or to affect the meaning or interpretation of this
  Agreement.
  15.10Construction. Within this Agreement, the singular shall include the
  plural
  and the plural shall include the singular, and any gender shall include
  all other
  genders, all as the meaning and the context of this Agreement shall
  require.

  15.11Governing Law and Choice of Forum. The validity and interpretation
  of this Agreement shall be construed in accordance with, and governed by
  the internal laws of the Commonwealth of Pennsylvania. All claims,
  disputes or causes of  action relating to or arising out of this
  Agreement shall be brought, heard and resolved solely and exclusively by
  and in a federal or state court situated in Luzerne County, Pennsylvania.
  Each of the parties hereto agrees to submit to the
  jurisdiction of such courts and that such jurisdiction shall be proper
  for all purposes of this Agreement.




  <PAGE>
  15.12Cooperation. The Parties hereto shall cooperate fully at their own
  expense, except as otherwise provided in this Agreement, with each other
  and their respective counsel and accountants in connection with all steps
  to be taken as part of their obligations under this Agreement.

  15.13Severability. If any term, covenant, condition or provision of this
  Agreement or the application thereof to any circumstance shall be invalid
  or unenforceable to any extent, the remaining terms, covenants,
  conditions and provisions of this Agreement shall not be affected thereby
  and each remaining term, covenant, condition and provision of this
  Agreement shall be valid and
  shall be enforceable to the fullest extent permitted by law. If any
  provision of this Agreement is so broad as to be unenforceable, such
  provision shall be interpreted to be only as broad as is enforceable.

  15.14Attorneys Fees. If a dispute arises among the Parties as a result of
  which an action is commenced to interpret or enforce any of the terms of
  this Agreement, the losing Party shall pay to the prevailing Party
  reasonable out-of-pocket attorneys' fees, costs and expenses incurred in
  connection with the
  prosecution or defense of such action.

  15.15Successors and Assigns. The covenants, agreements and conditions
  contained
  herein or granted hereby shall be binding upon and shall inure to the
  benefit of
  Purchaser and Seller, and each of their respective successors and
  permitted
  assigns. Neither Seller nor Purchaser shall assign, or otherwise transfer
  any
  interest in this Agreement to any other Person except for a Person which
  is an
  Affiliate of Purchaser or a purchaser of the Purchased Assets from
  Purchaser.

  IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed
  in their
  respective names by an officer thereof duly authorized as of the date
  first above
  written.

  ATTEST:                          EMCEE HOLDING CORP.
  /s/ Robert S. Sensky             BY: /s/ Allan J. Harding
  Corporate Secretary              NAME: Allan J. Harding
       (SEAL)                      TITLE: President

  ATTEST:                             ADVANCED BROADCAST SYSTEMS, INC.

  /s/ Hilda A. Adams               BY: /s/Donald Adams
  Corporate Secretary              NAME: Donald Adams
       (SEAL)                      TITLE: President
  <PAGE>                     ENDORSEMENT

  THE UNDERSIGNED, for value received, and intending to be legally bound
  hereby, unconditionally and irrevocably guarantee and agree, jointly and
  severally, to act as surety for the performance by Advanced Broadcast
  Systems, Inc. ("ABS") of all of its covenants, agreements, undertakings,
  obligations to satisfy conditions, and indemnities set forth in an Asset
  Purchase Agreement of even date herewith (the "Asset Purchase Agreement")
  between ABS and EMCEE Holding Corp. ("EMCEE"). Any claim, suit, action,
  proceeding, right or remedy founded upon or made under or with respect to
  this instrument may be pursued against any or all of the undersigned
  without EMCEE having previously pursued or exhausted any or all of its
  claims, suits, actions, proceedings, rights or remedies against ABS or
  any other person, and any extension by EMCEE of the time for payment or
  performance of any obligation or liability of ABS hereby guaranteed by
  the undersigned shall not release the undersigned from his guaranty
  thereof, nor shall it impair any claim, suit, action, proceeding, right
  or remedy for the enforcement thereof by EMCEE, its successors and
  assigns.
  The monetary liability of the undersigned under this instrument is
  unlimited. This instrument shall remain in full force and effect for a
  period of five years from the date hereof. After such 5-year period, this
  instrument shall
  automatically expire; provided, however, that such expiration shall not
  release or discharge the undersigned from any liability or otherwise
  limit or alter the undersigned's liability with respect to any claim
  arising or made by EMCEE hereunder prior to such expiration.

  IN WITNESS WHEREOF, this instrument, which is intended by the undersigned
  to be a contract of suretyship and which shall continue in full force and
  effect until revoked by EMCEE in writing, has been duly executed and
  delivered on this 17th day of April, 2000.

  WITNESS:                         DONALD ADAMS

  _________________________         /s/ Donald Adams

  WITNESS:                         HILDA ADAMS
  _________________________         /s/ Hilda Adams

  WITNESS:                         WAYNE MCMAHON

  _________________________         /s/ Wayne McMahon

  WITNESS:                           CARL JACOBSON

  _________________________           /s Carl Jacobson

                 EXHIBITS AND SCHEDULES NOT INCLUDED
                      BUT AVAILABLE UPON REQUEST