AGREEMENT AND PLAN OF MERGER


     AGREEMENT  AND  PLAN  OF  MERGER ("Agreement"), dated as of April 15, 2003,
among  NETVIEW TECHNOLOGIES, INC., a Texas corporation (the "Company"), ELINEAR,
INC.,  a  Delaware  corporation (the "Parent"), and NETVIEW ACQUISITION CORP., a
Texas  corporation,  and  a  wholly  owned  subsidiary of Parent ("Merger Sub").

     WHEREAS,  the  respective Boards of Directors of Parent, the Merger Sub and
the  Company  have duly approved the acquisition of the Merger Sub by means of a
Merger of the Merger Sub with and into the Company pursuant to the terms of this
Agreement,  it  is  therefore  agreed  as  follows:

                                    ARTICLE I
                                   THE MERGER

     SECTION  1.1     The  Merger.  Upon the terms and subject to the conditions
hereof,  and  in  accordance  with the relevant provisions of the Texas Business
Corporation  Act  (the  "Act"),  the Merger Sub shall be merged with the Company
(the  "Merger")  as soon as practicable following the satisfaction or waiver, if
permissible,  of  the  conditions set forth in Article VI hereof.  Following the
Merger,  the Company shall continue as the surviving corporation (the "Surviving
Corporation")  and  continue its existence under the laws of the State of Texas,
and  the  separate  corporate  existence  of  the  Merger  Sub  shall  cease.

     SECTION  1.2     Effective Time.  The Merger shall be consummated by filing
with the Secretary of State of Texas the Articles of Merger in the form attached
hereto  as Exhibit "A" (the "Articles of Merger") (the time of such filing being
           -----------
the  "Effective  Time").

     SECTION  1.3     Effects of the Merger.   The Merger shall have the effects
set  forth in Article 5.06 of the Act.  As of the Effective Time, the Merger Sub
shall  merge  with  and  into the Company, and the Company shall become a direct
wholly  owned Subsidiary of Parent.  It is the intention of the parties that the
Merger  will  constitute a tax-free reorganization pursuant to the provisions of
Section  368(a)(1)(A)  of  the  Internal  Revenue Code of 1986 (as amended) (the
"Code").

     SECTION  1.4     Articles  of  Incorporation  and  Bylaws.  The Articles of
Incorporation of the Company and the Bylaws of the Company, both as in effect at
the  Effective  Time,  shall  be the Articles of Incorporation and Bylaws of the
Surviving  Corporation.

     SECTION  1.5     Directors.  As of the Effective Time, all directors of the
Company  shall  remain  the  directors  of  the  Surviving  Corporation.

     SECTION  1.6     Officers.  Upon  execution  of  this  Agreement  and
satisfaction of all conditions to the Closing of the Merger, the officers of the
Company  will  remain  as  the  officers  of the Surviving Corporation as of the
Effective  Time.

     SECTION  1.7     Transfer  of  and  Payment  for  Shares.

          (a)     Each  share  of  common stock, par value $0.001 ("Shares"), of
the  Company  issued  and  outstanding  immediately prior to the Effective Time,
shall,  by virtue of the Merger and without any action on the part of any holder
thereof,  be  cancelled and reissued as 12,961.979 newly issued, fully paid, and
non-assessable  share  of  the  common  stock of the Parent.  From and after the
Effective  Time,  holders  of  certificates  formerly  evidencing  Shares of the
Company shall cease to have any rights as stockholders of the Company, except as
provided  herein  or  by  law.

          (b)     In  exchange  for  the  cancelled  shares  of the Company, the
shareholders  shall  be  entitled  to  receive the following (referred to as the
"Merger  Consideration"):  12,961,979 shares of the common stock, par value $.02
per share of the Parent, to be issued in the name and denominations set forth in
the  Disclosure  Schedule.


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     SECTION  1.8     Closing.  Upon  the  terms  and  subject to the conditions
hereof,  as  soon  as practicable after the mutual agreement of the Company, the
Parent  and the Merger Sub that all conditions described in Article VI have been
satisfied  or  waived  by  the  applicable party, the Company and the Merger Sub
shall  execute  in  the  manner  required  by  the  Act and deliver to the Texas
Secretary  of  State  duly  executed  and  verified  Articles of Merger, and the
parties shall forthwith thereafter take such other and further actions as may be
required  by law to make the Merger effective.  Contemporaneous with the filings
referred  to  in  this  Section,  a  closing (the "Closing") will be held at the
offices  of Brewer & Pritchard, P.C., Three Riverway, Suite 1800, Houston, Texas
77056,  for  the  purpose  of  implementing  all  transactions described in this
Agreement.

     SECTION  1.9     Excluded Assets.  Prior to the Effective Time, the Company
shall  take  appropriate action to convey to the shareholders any assets and any
liabilities  associated  with  such  assets  that  are  listed in the Disclosure
Schedule  and  agreed  to  by  Parent.


                                   ARTICLE II
                                APPRAISAL RIGHTS

     SECTION  2.1     Stockholders  Rights.   By  virtue  of  the  Act,  the
stockholders  of  the  Company  are entitled to exercise any appraisal rights in
connection  with  the  Merger.  It  is  a condition to Parent's and Merger Sub's
obligation  to  complete the Merger and that no stockholder of the Company shall
exercise  any  dissenter's  rights.


                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                                 OF THE COMPANY

     The  Company  represents  and  warrants to the Parent and the Merger Sub as
follows:

     SECTION  3.1     Organization  and  Qualification.  The  Company  is  a
corporation duly organized, validly existing and in good standing under the laws
of  the  State  of Texas.  The Company has no subsidiaries.  The Company has all
requisite  power  and authority to own or operate its properties and conduct its
business  as  it  is  now being conducted.  The Company is duly qualified and in
good  standing  as  a foreign corporation or entity authorized to do business in
each of the jurisdictions in which the character of the properties owned or held
under  lease  by  it  or  the nature of the business transacted by it makes such
qualification  necessary,  except  where the failure to qualify would not have a
Material Adverse Effect.  The Company has delivered to the Parent and Merger Sub
true  and  correct  copies  of  the  Articles of Incorporation and Bylaws of the
Company.

     SECTION  3.2     Capitalization.    The  authorized  capital  stock  of the
Company consists of 1,000,000 shares of common stock, par value $.001 per share.
As  of  December  31, 2002, 1,000 shares were issued and outstanding.  Except as
described  in  the Disclosure Schedule, since December 31, 2002, the Company has
not  issued  any  shares  or  other  capital  stock,  and has not repurchased or
redeemed  any  shares.  All  issued  and  outstanding shares are validly issued,
fully  paid,  non-assessable  and  free  of  preemptive  rights.

     SECTION  3.3     Authority Relative to this Agreement.  The Company has all
requisite  corporate  power  and authority to execute and deliver this Agreement
and  to  consummate  the  transactions  contemplated  hereby.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby  shall,  as  of the Closing, have been duly and validly authorized by the
Board  of  Directors and shareholders, and no other corporate proceedings on the
part  of  the Company are necessary to authorize this Agreement or to consummate
the  transactions  so  contemplated.  This  Agreement  has been duly and validly
executed and delivered by the Company and, assuming this Agreement constitutes a
valid  and  binding  obligation of each of Parent and Merger Sub, this Agreement
constitutes  a  valid  and binding agreement of the Company, enforceable against
the  Company  in  accordance  with  and  subject  to  its  terms and conditions.


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     SECTION  3.4     Financial  Statements. The Company has delivered to Parent
copies  of  its  financial  statements as of and for the year ended December 31,
2002,  certified  by  Gerald  R.  Hendricks & Co., P.C., (the "Company Financial
Statements").  Each  of  the  Company  Financial  Statements fairly presents the
financial position of the entity or entities to which it relates as of its date,
and each of the related  statements of operations and retained earnings and cash
flows  or  equivalent  statements in the Company Financial Statements (including
any  related  notes  and  schedules)  fairly presents the results of operations,
retained  earnings and cash flows, as the case may be, of the entity or entities
to  which it relates for the period set forth therein in each case in accordance
with  generally  accepted  accounting  principles  applicable  to the particular
entity  consistently  applied  throughout the periods involved, except as may be
noted  therein.  The  accounts  receivable,  notes  receivable  and  any  other
contingent asset reflected on the latest balance sheet of the Company arose from
bona  fide  transactions in the ordinary course of business, and, to the best of
the  Company's  knowledge,  are  not subject to any offset or counterclaim.  The
expenses  reflected  on  the  latest balance sheet of the Company are related to
Company  business.

     SECTION  3.5     Consents and Approvals; No Violation.  Except as described
in the Disclosure Schedule, neither the execution and delivery of this Agreement
by  the Company nor the consummation of the transactions contemplated hereby nor
compliance  by  the  Company with any of the provisions hereof will (a) conflict
with  or result in any breach of any provision of the Articles of Incorporation,
Bylaws  or other organization documents of the Company, (b) require any consent,
approval,  authorization  or  permit  of, or filing with or notification to, any
Governmental Authority (as defined herein), except the filing of the Articles of
Merger  pursuant  to  the  Act,  or  where  the  failure to obtain such consent,
approval, authorization or permit, or to make such filing or notification, would
not  in  the  aggregate  have a Material Adverse Effect (as defined herein), (c)
result  in  a  material  default (with or without due notice or lapse of time or
both)  (or  give rise to any right of termination, cancellation or acceleration)
under  any  of  the terms, conditions or provisions of any note, bond, mortgage,
indenture,  Contract  (as  hereinafter  defined),  license,  agreement  or other
instrument or obligation to which the Company is a party or by which the Company
or  any  of  its  assets  may  be  bound, except for such defaults (or rights of
termination,  cancellation  or  acceleration)  as  to which requisite waivers or
consents  have  been  requested, (d) result in the creation or imposition of any
lien,  charge  or other encumbrance on the assets of the Company, or (e) violate
any  order,  writ, injunction, decree, statute, rule or regulation applicable to
the  Company  or any of its assets, except for violations which would not in the
aggregate  have  a  Material  Adverse  Effect.

     SECTION  3.6     Litigation,  etc.  Except  as  described in the Disclosure
Schedule,  (a)  there  is  no  action,  claim,  or proceeding pending or, to the
Knowledge  of  the  Company, threatened, to which the Company or its officers or
directors  is  or  would  be  a party before any court or Governmental Authority
acting  in  an adjudicative capacity, or any arbitrator or arbitration tribunal;
(b)  the  Company  is  not subject to any outstanding order, writ, injunction or
decree;  and  (c)  since  December  31,  2002, there have been no claims made or
actions  or  proceedings  brought against any officer or director of the Company
arising  out  of or pertaining to any action or omission within the scope of his
employment  or  position  with  the  Company.  All  litigation  and  other
administrative,  judicial  or quasi-judicial proceedings to which the Company or
its  officers  or  directors is a party or to which they have been threatened to
their  knowledge  to  be made a party, are described in the Disclosure Schedule.

     SECTION  3.7     Changes.  Except  as  expressly  contemplated  by  this
Agreement or as reflected in the Disclosure Schedule or in the Company Financial
Statements, since December 31, 2002, the Company has conducted its business only
in  the  ordinary  and  usual course, and, except as set forth in the Disclosure
Schedule  or  in  the  Company  Financial  Statements, none of the following has
occurred,  except as shall have occurred in the ordinary course of its business:

            (a)  any  material  adverse  change  in  the condition (financial or
other), results of operations, business, assets, customer, supplier and employee
relations  of  the  Company,  taken  as  a  whole;

            (b) any change in accounting methods, principles or practices by the
Company materially affecting its assets, liabilities or business, except insofar
as  may  have  been  required  by  a  change  in  generally  accepted accounting
principles;

            (c)  any  damage,  destruction  or  loss,  whether or not covered by
insurance,  resulting  in  a  Material  Adverse  Effect  on  the  Company;


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            (d)  any  declaration,  setting  aside  or  payment  of dividends or
distributions  in  respect  of  the Shares, or any redemption, purchase or other
acquisition  of  any  of  the  securities  of  the  Company;

            (e)  any issuance by the Company of, or commitment of the Company to
issue,  any  Shares  or  other  capital  stock or securities convertible into or
exchangeable  or  exercisable  for  Shares  or  other  capital  stock;

            (f)  any  entry  by  the  Company into any commitment or transaction
material  to  the  condition (financial or other), business or operations of the
Company,  taken  as a whole, which is not in the ordinary course of business and
consistent  with  past  practice;

            (g)  any  revaluation by the Company of any of its assets, including
without  limitation,  writing  down  the value of assets or writing off notes or
accounts receivable other than in the ordinary course of business and consistent
with  past  practice;

            (h)  any  agreement by the Company to do any of the things described
in the preceding clauses (a) through (g) other than as expressly contemplated or
provided  for  herein;  or

            (i)  any  waiver by the Company of any rights that, singularly or in
the  aggregate,  are  material  to the business, assets, financial condition, or
results  of  operations  of  the  Company,  taken  as  a  whole.

     SECTION  3.8     Real  Property.

            (a)  The  Disclosure  Schedule  sets  forth  the  location and legal
description  of  each  parcel  of Real Property owned, leased or utilized by the
Company.

            (b)  The  Real  Property  and the present uses thereof comply in all
material  respects with all material laws and regulations (including zoning laws
and  ordinances)  of each Government having jurisdiction over the Real Property,
and  the  Company  has not received any notice from any Government alleging that
the  Real  Property or any improvements erected or situated thereon, or the uses
conducted  thereon  or therein, violate any regulations of any Government having
jurisdiction  over  the  Real  Property.

            (c)  The  Company  holds  all  Environmental  Permits  necessary for
conducting  its  business  and  has  conducted, and is presently conducting, its
business  in  material  compliance  with  all  applicable Environmental Laws and
Environmental  Permits  held  by  it,  including, without limitation, all record
keeping  and  filing  requirements.  There  are  no pending, or to the Company's
Knowledge,  threatened  Actions  or  Orders  against  or  involving  the Company
relating  to  any alleged past or ongoing violation of any Environmental Laws or
Environmental  Permits  with  respect to the Real Property, nor to the Company's
Knowledge  is  the Company subject to any liability for any such past or ongoing
violation.

     SECTION  3.9     Taxes,  Tax  Returns.

          (a)     Except  as  set  forth on the Disclosure Schedule, the Company
has  duly  and  timely  filed  in  correct  form  all  federal,  state and local
information  returns  and  tax returns required to be filed by it on or prior to
the date hereof (all such returns to the Knowledge of the Company being accurate
and complete in all material respects) and, to the Knowledge of the Company, has
duly  paid or made provision for the payment of all taxes and other governmental
charges  which  have  been incurred or are due or claimed to be due from them by
any  Governmental Authority (including, without limitation, those due in respect
of  their  properties,  income,  business,  capital stock, franchises, licenses,
sales  and  payrolls)  other  than  taxes or other charges (i) which are not yet
delinquent, (ii) have not been finally determined or (iii) that would not have a
Material  Adverse Effect on the Company.  The liabilities and reserves for taxes
in  the Company Financial Statements are sufficient to the best of the Company's
Knowledge  in  the  aggregate  for  the payment of all unpaid federal, state and
local  taxes  (including  any  interest  or  penalties  thereon), whether or not
disputed  or accrued, for the period ended December 31, 2002, or for any year or
period  prior  thereto, and for which the Company may be liable in its own right
or  as  transferee  of  the assets of, or successor to, any corporation, person,
association,  partnership,  joint  venture  or  other  entity.


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          (b)     To  the  Knowledge  of  the  Company,  (i) proper and accurate
amounts  have been withheld by the Company from its employees and others for all
prior  periods  in  compliance in all material respects with the tax withholding
provisions  of  applicable  federal,  state  and local laws and regulations, and
proper  due  diligence  steps  have  been  taken  in  connection  with  back-up
withholding,  (ii)  federal,  state  and  local  returns  which are accurate and
complete in all material respects have been filed by the Company for all periods
for  which  returns  were  due  with  respect  to income tax withholding, Social
Security  and  unemployment taxes and (iii) the amounts shown on such returns to
be  due  and payable have been paid in full, or adequate provision therefore has
been  included  by  the Company in the most recent Company Financial Statements.

     SECTION 3.10     Undisclosed Liabilities.  The Company is not liable for or
subject  to  any  material  Liabilities  (as  hereinafter  defined),  except (a)
Liabilities  adequately  disclosed  or  reserved  for in the most recent Company
Financial  Statements  and  not  heretofore  paid or discharged, (b) Liabilities
under  any  contract,  commitment  or  agreement  specifically  disclosed on the
Disclosure Schedule, or (c) Liabilities incurred, consistent with past practice,
in  or  as  a result of the ordinary course of business of the Company since the
date  of  the  most  recent  Company  Financial  Statements.  As  used  in  this
Agreement, the term "Liability" or "Liabilities" includes any material direct or
indirect  liability,  indebtedness,  obligation, guarantee or endorsement (other
than  endorsements of notes, bills, and checks presented to banks for collection
or  deposit  in  the  ordinary  course  of  business), whether known or unknown,
accrued,  absolute,  contingent  or  otherwise.

     SECTION  3.11     No  Default;  Compliance.

            (a)  Except  as set forth in the Disclosure Schedule, the Company is
not in material default under, and no condition exists that with notice or lapse
of  time  or  both  would constitute a material default under, (i) any mortgage,
loan  agreement,  indenture,  evidence  of  indebtedness  or  other  instrument
evidencing  borrowed  money  to  which  the  Company  is a party or by which the
Company  or  its  properties is bound, (ii) any judgment, order or injunction of
any  court,  arbitrator  or  governmental  agency  or (iii) any other agreement,
contract, lease, license or other instrument, which default or potential default
might  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

            (b)  Except as set forth in the Disclosure Schedule, the Company has
complied  in all material respects with all laws, regulations, orders, judgments
or decrees of any federal or state court or Governmental Authority applicable to
its  businesses  and  operations,  non-compliance with which might reasonably be
expected  to  have  a  Material  Adverse  Effect.

     SECTION  3.12     Representations  and  Warranties  Continuing.  The
representations and warranties set forth herein shall be true and correct on the
date  hereof  and  subject  to an update of the Disclosure Schedule from time to
time,  at  all  times  prior to the Effective Time as if made from time to time,
including,  without  limitation,  at  the  Effective  Time  and  the  Closing.

     SECTION 3.13     Contracts and Commitments.  Except as listed and described
in  the  Disclosure Schedule or the Company Financial Statements, the Company is
not  a  party to, nor is it or its assets bound by any written or oral covenant,
contract,  agreement  or  understanding (a "Contract"), including the following:

            (a)  any  Contract with any present or former stockholder, director,
officer,  employee  or  consultants;

            (b)  any  Contract  with  any labor union or other representative of
employees;

            (c)  any  Contract  for  the  future  purchase  of,  or payment for,
supplies  or  products,  or  for  the  performance of services by a third party,
involving  payment  or potential payment by the Company of $10,000 or more under
any  one  Contract  or  series  of  related  Contracts;

            (d)  any  Contract,  including,  without limitation, any outstanding
quotations,  bids  or  proposals,  to  sell  goods  or to perform services in an
aggregate  amount  in  excess  of  $10,000;


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            (e)  any conditional sale agreement or lease under which the Company
is  either  the  seller  or  purchaser,  lessor  or lessee, involving annualized
payments  or  potential  payments  by  or  to  the  Company that is in excess of
$10,000;

            (f)  any  Contract  (including,  without  limitation,  any  note,
debenture, bond, conditional sale or equipment trust agreement, letter of credit
agreement  or  loan  agreement)  for the borrowing or lending of money more than
$10,000  (including, without limitation, those to or from officers, directors or
stockholders  of  the  Company,  or any affiliates or members of their immediate
families, for a line of credit, or for a guarantee, security, indemnitee, pledge
or  undertaking  of  the  indebtedness  or  obligations  of  any  other person);

            (g)  any  Contract  for  any  charitable  or political contribution;

            (h)  any  Contract  for  any  capital  expenditure  involving future
payments,  which,  together  with  future  payments  under  all  other  existing
Contracts  for  the  same  capital  project,  are  in  excess  of  $10,000;

            (i)  any  Contract limiting or restraining the Company from engaging
or  competing  in  any  lines  of  business  with  any  person;

            (j)  any  license,  franchise,  distributorship  or  other  Contract
relating  in  whole  or  in  part  to  any  ideas, technical assistance or other
know-how  of  or  used  by  the  Company;

            (k)  any Contract greater than $10,000 which is expected to continue
for  more  than  six  months  from  the  date  hereof;

            (l)  any  Contract  not  made  in  the  ordinary course of business;

            (m) any guaranty, direct or indirect, of any person of any contract,
lease  or  agreement  in  an  amount  greater  than  $10,000 entered into by the
Company;

Except  as  may  be  disclosed on the Disclosure Schedule: each of the Contracts
listed  on  the  Disclosure Schedule is valid and enforceable in accordance with
its  terms;  to  the  best of the Company's Knowledge, the Company and the other
parties  thereto  are  in  substantial  compliance  with the provisions thereof;
except  as  may be disclosed on the Disclosure Schedule, neither the Company nor
any  other  party  is  (or  by  reason  of  the consummation of the transactions
contemplated  by  this  Agreement,  will  be)  in  default  in  the performance,
observance  or  fulfillment  of  any obligation, covenant or condition contained
therein  and  no  event  has  occurred or is anticipated to occur (including the
consummation  of  the transactions contemplated by this Agreement) which with or
without  the  giving  of  notice  or  lapse of time, or both, would constitute a
default  or  give  the  right  of  termination  thereunder.

     SECTION  3.14     Compliance  with  Law and Permits.  To its Knowledge, the
Company  has  owned  and  operated  its  properties  and  assets  in substantial
compliance  with  the  provisions  and  requirements  of  all  laws,  orders,
regulations,  rules  and  ordinances  issued  or promulgated by all Governmental
Authorities  having  jurisdiction with respect thereto, except where the failure
to own and operate such properties and assets in compliance with such provisions
and  requirements  would  not  reasonably be expected to have a Material Adverse
Effect.  All  material governmental certificates, consents, permits, licenses or
other authorizations with regard to the ownership or operation by the Company of
its  properties  and  assets  have  been  obtained,  and to the Knowledge of the
Company  no  violation  exists  in  respect  of  such  licenses,  permits  or
authorizations, except where the failure to obtain and hold such permits, or any
violation  thereof  by  the  Company, would not reasonably be expected to have a
Material Adverse Effect.  To the Knowledge of the Company, none of the documents
and materials filed with or furnished to any Governmental Authority with respect
to  the  properties,  assets  or  businesses  of the Company contains any untrue
statement of a material fact or fails to state a material fact necessary to make
the  statements  therein  not  misleading.

     SECTION  3.15     Title to Property.  Except as disclosed on the Disclosure
Schedule,  the  Company  has  good and marketable title, insured with respect to
properties  and  assets  which  currently  are  of a type for which insurance is
generally  available,  free  and  clear  (except  as indicated in the Disclosure
Statement  or  in  the  most  recent  Company Financial Statements and liens for
current  taxes  not  yet  due  and  payable),  of all security interests, liens,


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encumbrances  and  encroachments  of a material nature, to its real property and
other  property  and  assets  that  are  material to the Company's business on a
consolidated  basis.

     SECTION  3.16     Insurance  and  Bank  Accounts.

            (a)  The Disclosure Schedule sets forth a complete and accurate list
and  description  of  all  insurance policies in force naming the Company or any
employees of the Company as an insured or beneficiary or as a loss payable payee
or  for  which  the  Company  has paid or is obligated to pay all or part of the
premiums.  The  Company  has  not  received  notice of any pending or threatened
termination  or  retroactive  premium  increase  with  respect  thereto, and the
Company  is in compliance in all material respects with all conditions contained
therein.  There  are  no  pending  material claims against such insurance by the
Company  as  to  which  insurers  have denied liability, no defenses provided by
insurers  under  reservations  of  rights,  and  no  material  claim  under such
insurance  that  has  not  been  properly  filed  by  the  Company.

            (b)  The  Disclosure  Schedule  contains  a  list  of  all  bank and
investment  accounts  maintained  by the Company, including the account numbers,
recent  balance,  institution,  and  persons  having  signing  authority.

     SECTION  3.17     Trade Names, Trademarks, and Copyrights.   The Disclosure
Schedule  sets  forth all trade names, trademarks, service marks, and copyrights
and  their  registrations, owned by the Company or in which it has any rights or
licenses,  together  with  a  brief  description  of  each.  The  Company has no
knowledge  of  any  infringement  or alleged infringement by others of any trade
name, trademark, service mark, or copyright.  The Company has not infringed, nor
is  now  infringing,  on  any  trade name, trademark, service mark, or copyright
belonging to any other person, firm, or corporation.  Except as set forth in the
Disclosure  Schedule,  the  Company is not a party to any license, agreement, or
arrangement,  whether  as  licensor,  licensee,  franchisor,  franchisee,  or
otherwise,  with  respect  to  any  trade  names,  trademarks, service marks, or
applications  for  it,  or  any  copyrights. The Company owns, or holds adequate
licenses or other rights to use, all trade names, trademarks, service marks, and
copyrights  necessary  for  its  respective business as now conducted by it, and
that  use  does  not,  and  will  not,  conflict with, infringe on, or otherwise
violate  any  rights  of  others.

     SECTION  3.18     Title  to  Assets.  The  Company  has good and marketable
title  to  all  of  its  assets,  whether  real,  personal,  mixed, tangible, or
intangible,  which  constitute  all  the assets and interests in assets that are
used  in  its business.  All of the assets are free and clear of restrictions on
or  conditions  to  transfer  or  assignment,  and of mortgages, liens, pledges,
charges,  encumbrances,  equities,  claims, easements, rights of way, covenants,
conditions,  or  restrictions,  except  for (a) those disclosed in the Financial
Statements  or in the Disclosure Schedule; (b) the lien of current taxes not yet
due  and payable; and (c) possible minor matters that, in the aggregate, are not
substantial  in  amount and do not materially detract from or interfere with the
present  or  intended  use  of any of these assets or materially impair business
operations.  The Company is not in default or in arrears in any material respect
under  any  lease  of  property  used  in  its  business.

     SECTION  3.19     Interests  in Customers, Suppliers, Etc.  No shareholder,
officer, director or affiliate of the Company possesses, directly or indirectly,
any  financial interest in, or is a director, officer, employee or affiliate of,
any  corporation,  firm,  association or business organization that is a client,
supplier,  customer, lessor, lessee or competitor of such Company.  Ownership of
securities  of  a corporation whose securities are registered under the Exchange
Act not in excess of five percent (5%) of any class of such securities shall not
be  deemed  to  be  a  financial  interest  for  purposes  of  this  Section.

     SECTION  3.20     Investment  Purpose.  Each  stockholder  will  execute  a
subscription  agreement  in  the  form  attached  as  Exhibit  B.
                                                      ----------

     SECTION  3.21  Tax Audits.  Except as disclosed in the Disclosure Schedule,
(i)  no audit of any material federal, state or local U.S. return of the Company
is  currently  in progress, nor has the Company been notified that such an audit
is  contemplated  by any taxing authority, (ii) the Company has not extended any
statute of limitations with respect to the period for assessment of any federal,
state or local U.S. tax, (iii) the Company does not contemplate the filing of an
amendment to any return, which amendment would have a Material Adverse Effect on
the  Company,  and  (iv)  the  Company  has  no any actual or potential material
liability for any tax obligation of any

                                        7
<PAGE>
taxpayer other than the Company. Except as disclosed in the Disclosure Schedule,
there  are  no  material tax claims pending against the Company and there are no
material  tax  claims  to the knowledge of the Company threatened to be asserted
against  the  Company.  For  purposes  of  this section, "tax" and "taxes" shall
include  all  income,  gross  receipt,  franchise,  excise,  real  and  personal
property,  sales, ad valorem, employment, withholding and other taxes imposed by
any  foreign,  federal, state, municipal, local, or other Governmental Authority
including  assessments  in  the  nature  of  taxes.


                                   ARTICLE IV
            REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

     Parent  and  Merger  Sub jointly and severally represent and warrant to the
Company  as  follows:

     SECTION  4.1     Authority  Relative  to  this  Agreement.  The  Parent and
Merger  Sub  have  all  requisite  corporate  power and authority to execute and
deliver  this  Agreement and to consummate the transactions contemplated hereby.
The  execution  and  delivery  of  this  Agreement  and  the consummation of the
transactions  contemplated  hereby  have been duly and validly authorized by the
Boards  of  Directors  of  the  Parent  and  Merger  Sub, and no other corporate
proceedings  on the part of the Parent and Merger Sub are necessary to authorize
this  Agreement  or  to  consummate  the  transactions  so  contemplated.  This
Agreement  has  been  duly  and validly executed and delivered by the Parent and
Merger  Sub  and,  assuming  this  Agreement  constitutes  a  valid  and binding
obligation  of  the  Company,  this  Agreement  constitutes  a valid and binding
agreement  of  the  Parent  and  Merger  Sub, enforceable against the Parent and
Merger  Sub  in  accordance  with  and  subject  to  its  terms  and conditions.

     SECTION  42     SEC  Reports.  Since  January  1, 2000, to the best of its
Knowledge,  the  Parent  has  filed  all  required  forms, reports and documents
("Parent  SEC  Reports") with the Securities and Exchange Commission (the "SEC")
required  to  be filed by it pursuant to the federal securities laws and the SEC
rules  and  regulations  thereunder,  all of which have complied in all material
respects  with  all  applicable  requirements  of  the  Securities  Act  of 1933
("Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"),
and  the  rules  and interpretive releases promulgated thereunder.  None of such
Parent  SEC  Reports,  including  without  limitation  any financial statements,
notes, or schedules included therein, at the time filed, contained, or, if to be
filed  in  the  future will contain, any untrue statement of a material fact, or
omitted,  omit  or  will  omit  to  state  a material fact required to be stated
therein  or  necessary  in order to make the statements therein, in light of the
circumstances  under  which  they  were  made,  not  misleading.

     Each  of  the  consolidated  balance sheets in or incorporated by reference
into the Parent SEC Reports fairly presents or will fairly present the financial
position  of the entity or entities to which it relates as of its date, and each
of  the  related consolidated statements of operations and retained earnings and
cash  flows  or  equivalent  statements in the Parent SEC Reports (including any
related  notes and schedules) fairly presents or will fairly present the results
of  operations,  retained  earnings  and  cash flows, as the case may be, of the
entity or entities to which it relates for the period set forth therein (subject
in  the  case  of  unaudited  interim  statements,  to  normal  year-end  audit
adjustments)  in  each  case  in  accordance  with generally accepted accounting
principles  applicable  to the particular entity consistently applied throughout
the  periods  involved,  except  as  may  be  noted  therein.  The  consolidated
financial  statements  included  or to be included in the Parent SEC Reports are
hereinafter  sometimes  collectively  referred  to  as  the  "Parent  Financial
Statements."

     SECTION  4.3     Consents and Approvals; No Violation.  Except as described
in the Disclosure Schedule, neither the execution and delivery of this Agreement
by  the  Parent  and  Merger  Sub  nor  the  consummation  of  the  transactions
contemplated  hereby nor compliance by the Parent and Merger Sub with any of the
provisions  hereof  will  conflict with or result in any breach of any provision
of  the  Articles  of  Incorporation  or  By-laws  of  the Parent or Merger Sub,
require  any  consent,  approval,  authorization or permit of, or filing with or
notification  to,  any Governmental Authority, except  the filing of Articles of
Merger  pursuant  to  the  Act,  or  where  the  failure to obtain such consent,
approval, authorization or permit, or to make such filing or notification, would
not  in  the  aggregate  have  a  Material Adverse Effect,  result in a material
default  (with  or without due notice or lapse of time or both) (or give rise to
any  right of termination, cancellation or acceleration) under any of the terms,
conditions  or  provisions  of  any  note,  bond, mortgage, indenture, Contract,
license,  agreement  or  other  instrument  or obligation to which the Parent or
Merger  Sub  is  a  party  or  by  which  the Parent, Merger Sub or any of their
respective  assets  may  be  bound,


                                        8
<PAGE>
except  for  such  defaults  (or  rights  of  termination,  cancellation  or
acceleration)  as  to which requisite waivers or consents have been requested or
which, in the aggregate, would not have a Material Adverse Effect, result in the
creation or imposition of any lien, charge or other encumbrance on the assets of
the  Parent  or  Merger  Sub,  or  violate  any order, writ, injunction, decree,
statute, rule or regulation applicable to the Parent, Merger Sub or any of their
respective assets, except for violations which would not in the aggregate have a
Material  Adverse  Effect.

     SECTION  4.4     Organization and Qualification.  The Parent and Merger Sub
are corporations duly organized, validly existing and in good standing under the
laws  of  the  State of Delaware and Texas, respectively.  The Parent and Merger
Sub  have  all  requisite power and authority to own or operate their properties
and  conduct their business as they are now being conducted.  Each of the Parent
and  Merger Sub are duly qualified and in good standing as a foreign corporation
or  entity  authorized  to do business in each of the jurisdictions in which the
character  of  the properties owned or held under lease by them or the nature of
the business transacted by them makes such qualification necessary, except where
the failure to qualify would not have a Material Adverse Effect.  The Parent and
Merger Sub have delivered to the Company true and correct copies of the Articles
of  Incorporation  and  Bylaws  of  the  Parent  and  Merger  Sub.

     SECTION 4.5     Capitalization.  The authorized capital stock of the Parent
consists  of  100,000,000  shares of common stock, par value $.02 per share, and
10,000,000  shares of preferred stock, par value $.02 per share.  The authorized
capital stock of the Merger Sub consists of 1,000,000 shares. As of December 31,
2002,  1,068,281  shares  of  the  Parent were issued and outstanding, and 1,000
shares  of  Merger  Sub  were issued and outstanding. Except as described in the
Disclosure  Schedule,  since December 31, 2002 neither the Parent nor the Merger
Sub  have  issued any shares or other capital stock, and have not repurchased or
redeemed  any  Shares.  All  issued  and  outstanding Shares are validly issued,
fully  paid,  non-assessable  and  free  of  preemptive  rights.

     SECTION  4.6     Litigation,  etc.  Except  as  described in the Disclosure
Schedule,  (a)  there  is  no  action,  claim,  or proceeding pending or, to the
Knowledge of the Parent or Merger Sub, threatened, to which the Parent or Merger
Sub  or  its  officers  or directors are or would be a party before any court or
Governmental  Authority acting in an adjudicative capacity, or any arbitrator or
arbitration  tribunal;  (b)  the  Parent  and  Merger Sub are not subject to any
outstanding  order, writ, injunction or decree; and (c) since December 31, 2002,
there  have  been  no  claims made or actions or proceedings brought against any
officer  or director of the Parent or Merger Sub arising out of or pertaining to
any  action  or omission within the scope of his employment or position with the
Parent  or  Merger  Sub.  All  litigation  and other administrative, judicial or
quasi-judicial proceedings to which the Parent or its officers or directors is a
party  or to which it has been threatened to the Parent's or Merger Sub's or its
officers  or  directors  Knowledge  to  be  made  a  party, are described in the
Disclosure  Schedule.

     SECTION  4.7     Changes.  Except  as  expressly  contemplated  by  this
Agreement  or  as  reflected  in  the  Disclosure  Schedule  or  in the Parent's
Financial  Statements,  since  December 31, 2002, the Parent and Merger Sub have
conducted their businesses only in the ordinary and usual course, and, except as
set forth in the Disclosure Schedule or in the Parent Financial Statements, none
of  the  following  has  occurred, except as shall have occurred in the ordinary
course  of  its  business:

            (a)  any  material  adverse  change  in  the condition (financial or
other), results of operations, business, assets, customer, supplier and employee
relations  of  the  Parent,  taken  as  a  whole;

            (b) any change in accounting methods, principles or practices by the
Parent  materially affecting its assets, liabilities or business, except insofar
as  may  have  been  required  by  a  change  in  generally  accepted accounting
principles;

            (c)  any  damage,  destruction  or  loss,  whether or not covered by
insurance,  resulting  in  a  Material  Adverse  Effect  on  the  Parent;

            (d)  any  declaration,  setting  aside  or  payment  of dividends or
distributions  in  respect  of  the Shares, or any redemption, purchase or other
acquisition  of  any  of  the  securities  of  the  Parent;


                                        9
<PAGE>
            (e)  any  issuance  by the Parent of, or commitment of the Parent to
issue,  any  Shares  or  other  capital  stock or securities convertible into or
exchangeable  or  exercisable  for  Shares  or  other  capital  stock;

            (f)  any  entry  by  the  Parent  into any commitment or transaction
material  to  the  condition (financial or other), business or operations of the
Parent,  taken  as  a whole, which is not in the ordinary course of business and
consistent  with  past  practice;

            (g)  any  revaluation  by the Parent of any of its assets, including
without  limitation,  writing  down  the value of assets or writing off notes or
accounts receivable other than in the ordinary course of business and consistent
with  past  practice;

            (h) any agreement by the Parent to do any of the things described in
the  preceding  clauses  (a) through (g) other than as expressly contemplated or
provided  for  herein;  or

            (i)  any  waiver  by the Parent of any rights that, singularly or in
the  aggregate,  are  material  to the business, assets, financial condition, or
results  of  operations  of  the  Parent,  taken  as  a  whole.

     SECTION  4.8     Real  Property  .

            (a)  The  Disclosure  Schedule  sets  forth  the  location and legal
description  of  each  parcel  of Real Property owned, leased or utilized by the
Parent  or  Merger  Sub.

            (b)  The  Real  Property  and the present uses thereof comply in all
material  respects with all material laws and regulations (including zoning laws
and  ordinances)  of each Government having jurisdiction over the Real Property,
and  neither  the  Parent  nor  Merger  Sub  have  received  any notice from any
Government  alleging  that  the  Real  Property  or  any improvements erected or
situated  thereon,  or  the  uses  conducted  thereon  or  therein,  violate any
regulations  of  any  Government  having  jurisdiction  over  the Real Property.

            (c)  The  Parent  holds  all  Environmental  Permits  necessary  for
conducting  its  business  and  has  conducted, and is presently conducting, its
Business  in  material  compliance  with  all  applicable Environmental Laws and
Environmental  Permits  held  by  it,  including, without limitation, all record
keeping  and  filing  requirements.  There  are  no  pending, or to the Parent's
Knowledge,  threatened  Actions  or  Orders  against  or involving the Parent or
Merger  sub  relating  to  any  alleged  past  or  ongoing  violation  of  any
Environmental  Laws  or Environmental Permits with respect to the Real Property,
nor  to  the  Parent's  Knowledge is the Parent subject to any liability for any
such  past  or  ongoing  violation.

     SECTION  4.9     ERISA  Matters.  The  Parent  does  not have any "Employee
Benefit  Plans"  as  defined  in  Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").  The Parent has never contributed to
a  "multi-employer  plan"  as  defined  in  Section  3(37)  of  ERISA.

     SECTION  4.10     Taxes,  Tax  Returns.

            (a)  The  Parent  has delivered to the Company copies of the federal
income tax returns of the Parent for each of the last three fiscal years and all
schedules  and exhibits thereto. Except as set forth on the Disclosure Schedule,
the  Parent  has  duly  and  timely filed in correct form all federal, state and
local information returns and tax returns required to be filed by it on or prior
to  the  date  hereof  (all  such  returns  to the Knowledge of the Parent being
accurate  and  complete  in  all material respects) and, to the Knowledge of the
Parent,  has  duly paid or made provision for the payment of all taxes and other
governmental  charges  which  have been incurred or are due or claimed to be due
from  them  by  any Governmental Authority (including, without limitation, those
due in respect of their properties, income, business, capital stock, franchises,
licenses,  sales  and  payrolls) other than taxes or other charges (i) which are
not  yet  delinquent  or  are being contested in good faith and set forth in the
Disclosure  Schedule,  (ii) have not been finally determined or (iii) that would
not  have  a Material Adverse Effect on the Parent. The liabilities and reserves
for  taxes  in the Parent Financial Statements are sufficient to the best of the
Parent's Knowledge in the aggregate for the payment of all unpaid federal, state
and  local  taxes  (including any interest or penalties thereon), whether or not
disputed  or accrued, for the period ended December 31, 2002, or for any year or


                                       10
<PAGE>
period prior thereto, and for which the Parent may be liable in its own right or
as  transferee  of  the  assets  of,  or  successor to, any corporation, person,
association,  partnership,  joint  venture  or  other  entity.

            (b)  To the Knowledge of the Parent, (i) proper and accurate amounts
have  been  withheld  by  the Parent from its employees and others for all prior
periods  in  compliance  in  all  material  respects  with  the  tax withholding
provisions  of  applicable  federal,  state  and local laws and regulations, and
proper  due  diligence  steps  have  been  taken  in  connection  with  back-up
withholding,  (ii)  federal,  state  and  local  returns  which are accurate and
complete  in all material respects have been filed by the Parent for all periods
for  which  returns  were  due  with  respect  to income tax withholding, Social
Security  and  unemployment taxes and (iii) the amounts shown on such returns to
be  due  and payable have been paid in full, or adequate provision therefore has
been  included  by  the  Parent  in the most recent Parent Financial Statements.

     SECTION  4.11     Tax  Audits.  Except  as  disclosed  in  the  Disclosure
Schedule,  (i)  no  audit of any material federal, state or local U.S. return of
the  Parent is currently in progress, nor has the Parent been notified that such
an  audit  is  contemplated  by  any  taxing  authority, (ii) the Parent has not
extended any statute of limitations with respect to the period for assessment of
any  federal, state or local U.S. tax, (iii) the Parent does not contemplate the
filing  of  an  amendment  to  any return, which amendment would have a Material
Adverse Effect on the Parent, and (iv) the Parent has no any actual or potential
material liability for any tax obligation of any taxpayer other than the Parent.
Except as disclosed in the Disclosure Schedule, there are no material tax claims
pending against the Parent and there are no material tax claims to the knowledge
of  the  Parent  threatened  to be asserted against the Parent.  For purposes of
this  section,  "tax"  and  "taxes"  shall  include  all  income, gross receipt,
franchise,  excise,  real  and personal property, sales, ad valorem, employment,
withholding  and  other taxes imposed by any foreign, federal, state, municipal,
local,  or  other  Governmental Authority including assessments in the nature of
taxes.

     SECTION  4.12     Undisclosed Liabilities.  The Parent is not liable for or
subject  to  any  material  Liabilities  (as  hereinafter  defined),  except (a)
Liabilities  adequately  disclosed  or  reserved  for  in the most recent Parent
Financial  Statements  and  not  heretofore  paid or discharged, (b) Liabilities
under  any  contract,  commitment  or  agreement  specifically  disclosed on the
Disclosure Schedule, or (c) Liabilities incurred, consistent with past practice,
in  or  as  a  result of the ordinary course of business of the Parent since the
date of the most recent Parent Financial Statements.  As used in this Agreement,
the  term  "Liability" or "Liabilities" includes any material direct or indirect
liability,  indebtedness,  obligation,  guarantee  or  endorsement  (other  than
endorsements  of  notes,  bills, and checks presented to banks for collection or
deposit  in the ordinary course of business), whether known or unknown, accrued,
absolute,  contingent  or  otherwise.

     SECTION  4.13     No  Default;  Compliance.

            (a)  Except  as  set  forth  in the Disclosure Schedule, neither the
Parent  nor the Merger Sub is in material default under, and no condition exists
that  with  notice  or lapse of time or both would constitute a material default
under,  (i) any mortgage, loan agreement, indenture, evidence of indebtedness or
other  instrument evidencing borrowed money to which the Parent or Merger Sub is
a party or by which the Parent or Merger Sub or their properties are bound, (ii)
any  judgment,  order  or  injunction  of  any court, arbitrator or governmental
agency  or  (iii)  any  other  agreement,  contract,  lease,  license  or  other
instrument,  which  default or potential default might reasonably be expected to
have  a  Material  Adverse  Effect.

            (b)  Except  as set forth in the Disclosure Schedule, the Parent and
Merger  Sub  have  complied in all material respects with all laws, regulations,
orders,  judgments  or  decrees  of  any  federal or state court or Governmental
Authority  applicable  to  their  respective  businesses  and  operations,
non-compliance  with  which  might  reasonably  be  expected  to have a Material
Adverse  Effect.

            (c)  All  prior issuances of Parent securities have been either: (i)
properly  and legally registered with the Securities and Exchange Commission and
the  securities  commission  of  any  state, as applicable, or (ii) properly and
legally  issued  in  reliance  upon  an  exemption  from  registration under the
Securities  Act.


                                       11
<PAGE>
     SECTION  4.14     Representations  and  Warranties  Continuing.  The
representations and warranties set forth herein shall be true and correct on the
date  hereof  and  subject  to an update of the Disclosure Schedule from time to
time,  at  all  times  prior to the Effective Time as if made from time to time,
including,  without  limitation,  at  the  Effective  Time  and  the  Closing.

     SECTION 4.15     Contracts and Commitments.  Except as listed and described
in  the  Disclosure  Schedule  or  the  Parent Financial Statements, neither the
Parent  nor  the  Merger  Sub  is  a party to, nor are their assets bound by any
written  or  oral covenant, contract, agreement or understanding (a "Contract"),
including  the  following:

            (a)  any  Contract with any present or former stockholder, director,
officer,  employee  or  consultants;

            (b)  any  Contract  with  any labor union or other representative of
employees;

            (c)  any  Contract  for  the  future  purchase  of,  or payment for,
supplies  or  products,  or  for  the  performance of services by a third party,
involving payment or potential payment by the Parent or Merger Sub of $10,000 or
more  under  any  one  Contract  or  series  of  related  Contracts;

            (d)  any  Contract,  including,  without limitation, any outstanding
quotations,  bids  or  proposals,  to  sell  goods  or to perform services in an
aggregate  amount  in  excess  of  $10,000;

            (e)  any  conditional sale agreement or lease under which the Parent
      or  Merger  Sub  is  either  the  seller  or  purchaser, lessor or lessee,
      involving annualized payments or potential payments by or to the Parent or
      Merger  Sub  that  is  in  excess  of  $10,000;

            (f)  any  Contract  (including,  without  limitation,  any  note,
debenture, bond, conditional sale or equipment trust agreement, letter of credit
agreement  or  loan  agreement)  for the borrowing or lending of money more than
$10,000  (including, without limitation, those to or from officers, directors or
stockholders  of the Parent or Merger sub, or any affiliates or members of their
immediate  families,  for  a  line  of  credit,  or  for  a guarantee, security,
indemnitee,  pledge  or  undertaking  of  the indebtedness or obligations of any
other  person);

            (g)  any  Contract  for  any  charitable  or political contribution;

            (h)  any  Contract  for  any  capital  expenditure  involving future
payments,  which,  together  with  future  payments  under  all  other  existing
Contracts  for  the  same  capital  project,  are  in  excess  of  $10,000;

            (i)  any  Contract  limiting or restraining the Parent or Merger Sub
from  engaging or competing in any lines of business with any person, nor is any
officer  or  employee of the Parent or Merger Sub subject to any such agreement,
contract  or  commitment;

            (j)  any  license,  franchise,  distributorship  or  other  Contract
relating  in  whole  or  in  part  to  any  ideas, technical assistance or other
know-how  of  or  used  by  the  Parent  or  Merger  Sub;

            (k)  any Contract greater than $10,000 which is expected to continue
for  more  than  six  months  from  the  date  hereof;

            (1)  any  Contract  not  made  in  the  ordinary course of business;

            (m) any guaranty, direct or indirect, of any person of any contract,
lease  or agreement in an amount greater than $10,000 entered into by the Parent
or  Merger  Sub;

Except  as  may  be  disclosed on the Disclosure Schedule: each of the Contracts
listed  on  the  Disclosure Schedule is valid and enforceable in accordance with
its  terms; to the best of the Parent and Merger Sub's Knowledge, the Parent and
the  Merger Sub and the other parties thereto are in substantial compliance with
the  provisions  thereof; except as may be disclosed on the Disclosure Schedule,
neither  the  Parent,  Merger  Sub  nor  any other party is (or by


                                       12
<PAGE>
reason  of  the consummation of the transactions contemplated by this Agreement,
will  be)  in  default  in  the  performance,  observance  or fulfillment of any
obligation, covenant or condition contained therein and no event has occurred or
is  anticipated  to  occur  (including  the  consummation  of  the  transactions
contemplated  by  this  Agreement) which with or without the giving of notice or
lapse  of  time,  or  both,  would  constitute  a  default  or give the right of
termination  thereunder.

     SECTION  4.16     Compliance with Law and Permits.  To their Knowledge, the
Parent  and  Merger  Sub  have owned and operated their properties and assets in
substantial compliance with the provisions and requirements of all laws, orders,
regulations,  rules  and  ordinances  issued  or promulgated by all Governmental
Authorities  having  jurisdiction with respect thereto, except where the failure
to own and operate such properties and assets in compliance with such provisions
and  requirements  would  not  reasonably be expected to have a Material Adverse
Effect.  All  material governmental certificates, consents, permits, licenses or
other  authorizations with regard to the ownership or operation by the Parent or
Merger  Sub  of  their  properties  and  assets  have  been obtained, and to the
Knowledge  of  the  Parent and Merger Sub no violation exists in respect of such
licenses, permits or authorizations, except where the failure to obtain and hold
such  permits,  or  any violation thereof by the Parent or Merger Sub, would not
reasonably  be  expected to have a Material Adverse Effect.  To the Knowledge of
the  Parent  and  Merger  Sub, none of the documents and materials filed with or
furnished  to  any Governmental Authority with respect to the properties, assets
or  businesses  of  the  Parent or Merger Sub contains any untrue statement of a
material fact or fails to state a material fact necessary to make the statements
therein  not  misleading.

     SECTION  4.17     Title to Property.  Except as disclosed on the Disclosure
Schedule, the Parent and Merger Sub have good and marketable title, insured with
respect  to  properties  and  assets  which  currently  are  of a type for which
insurance  is  generally  available,  free and clear (except as indicated in the
Disclosure Statement or in the most recent Parent Financial Statements and liens
for  current  taxes  not yet due and payable), of all security interests, liens,
encumbrances  and  encroachments  of a material nature, to its real property and
other  property  and  assets  that  are material to the Parent's or Merger Sub's
business  on  a  consolidated  basis.

     SECTION  4.18     Insurance  and  Bank  Accounts.

            (a)  The Disclosure Schedule sets forth a complete and accurate list
and  description  of all insurance policies in force naming the Parent or Merger
Sub or any employees of the Parent or Merger Sub as an insured or beneficiary or
as  a  loss  payable payee or for which the Parent or Merger Sub have paid or is
obligated  to pay all or part of the premiums. Neither the Parent nor Merger Sub
have  received  notice  of  any pending or threatened termination or retroactive
premium  increase  with  respect  thereto,  and the Parent and Merger Sub are in
compliance in all material respects with all conditions contained therein. There
are  no  pending material claims against such insurance by the Parent and Merger
Sub as to which insurers have denied liability, no defenses provided by insurers
under  reservations  of  rights, and no material claim under such insurance that
has  not  been  properly  filed  by  the  Parent  or  Merger  Sub.

            (b)  The  Disclosure  Schedule  contains  a  list  of  all  bank and
investment  accounts  maintained  by  the  Parent  and Merger Sub, including the
account  numbers,  recent  balance,  institution,  and  persons  having  signing
authority.

     SECTION  4.19     Trade Names, Trademarks, and Copyrights.   The Disclosure
Schedule  sets  forth all trade names, trademarks, service marks, and copyrights
and  their  registrations,  owned by the Parent or Merger Sub or in which it has
any  rights  or licenses, together with a brief description of each.  The Parent
and  Merger Sub have no knowledge of any infringement or alleged infringement by
others  of  any  trade  name, trademark, service mark, or copyright. Neither the
Parent  nor  the  Merger Sub have infringed, nor is now infringing, on any trade
name, trademark, service mark, or copyright belonging to any other person, firm,
or  corporation.  Except  as  set  forth in the Disclosure Schedule, neither the
Parent  nor the Merger Sub is a party to any license, agreement, or arrangement,
whether  as  licensor,  licensee,  franchisor,  franchisee,  or  otherwise, with
respect  to  any trade names, trademarks, service marks, or applications for it,
or  any  copyrights. The Parent and Merger Sub own, or hold adequate licenses or
other  rights to use, all trade names, trademarks, service marks, and copyrights
necessary  for  their respective business as now conducted by them, and that use
does  not,  and  will  not, conflict with, infringe on, or otherwise violate any
rights  of  others.


                                       13
<PAGE>
     SECTION  4.20     Interests  in Customers, Suppliers, Etc.  No shareholder,
officer,  director  or affiliate of the Parent or Merger Sub possesses, directly
or indirectly, any financial interest in, or is a director, officer, employee or
affiliate  of,  any corporation, firm, association or business organization that
is  a client, supplier, customer, lessor, lessee or competitor of such Parent or
Merger  Sub.  Ownership  of  securities  of  a  corporation whose securities are
registered  under  the  Exchange  Act  not in excess of five percent (5%) of any
class  of  such  securities  shall  not be deemed to be a financial interest for
purposes  of  this  Section.

     SECTION  4.21  Registration  Rights.  Parent  has  not granted or agreed to
grant  to  any Person any rights (including "piggy-back" registration rights) to
have  any  securities  of the Parent registered with the Securities and Exchange
Commission  or  any  other  governmental  authority.


                                    ARTICLE V
                                    COVENANTS

     SECTION 5.1     Conduct of Business of the Company.  Except as contemplated
by  this  Agreement  or  disclosed in the Disclosure Schedule, during the period
from  the  date of this Agreement to the Effective Time, the Company, Parent and
Merger  Sub  will  each conduct their operations according to their ordinary and
usual  course  of  business and consistent with past practice.  Without limiting
the  generality  of the foregoing, and except as otherwise expressly provided in
this  Agreement  or  disclosed  in the Disclosure Schedule, neither the Company,
Parent  nor  Merger  Sub  will,  prior  to the Effective Time, without the prior
written  consent of the other (a) issue, sell or pledge, or authorize or propose
the  issuance,  sale  or pledge of (i) additional shares of capital stock of any
class,  or  securities convertible into any such shares, or any rights, warrants
or  options  to acquire any such shares or other convertible securities, or (ii)
any  other  securities in respect of, in lieu of or in substitution for, capital
stock  outstanding  on  the  date  hereof; (b) purchase or otherwise acquire, or
propose  to  purchase  or  otherwise  acquire,  any  outstanding securities; (c)
declare  or pay any dividend or distribution on any shares of its capital stock;
(d)  authorize,  recommend,  propose  or  announce  an  intention  to authorize,
recommend  or  propose,  or enter into an agreement in principle or an agreement
with  respect  to, any merger, consolidation or business combination (other than
the  Merger),  any acquisition of a material amount of assets or securities, any
disposition  of a material amount of assets or securities or any material change
in  its  capitalization, or any entry into a material contract or any release or
relinquishment  of  any  material contract rights, not in the ordinary course of
business;  (e)  propose  or  adopt any amendments to its charter or by-laws; (f)
enter  into, assign or terminate, or amend in any material respect, any Contract
other than in the ordinary course of business; (g) acquire, dispose of, encumber
or  relinquish  any material asset (other than sale of real properties at prices
equal to or greater than their carrying values); (h) waive, compromise or settle
any right or claim that would adversely affect the ownership, operation or value
of  any asset; (i) make any capital expenditures other than pursuant to existing
capital  expenditure programs that are disclosed in the Disclosure Schedule; (j)
allow or permit the expiration, termination or cancellation at any time prior to
the Effective Time of any of the insurance policies or coverages or surety bonds
currently  maintained  unless  replaced  with  a policy, coverage or bond having
substantially  the same coverage and similar terms and conditions; (k) increase,
directly  or  indirectly,  the  salary  or  other compensation of any officer or
member of management, enter into any employment agreement with any person or pay
or  enter  into  any  agreement  to  pay  any  bonuses  or  other  extraordinary
compensation  to  any officer or to any member of management or other employees,
or institute any general increase in rates of compensation for its employees, or
increase,  directly  or  indirectly,  any provisions or other benefits of any of
such  persons;  or  (l)  waive,  settle or compromise any material litigation or
other  claim  on  a  basis  materially  adverse.

     SECTION  5.2     Board  of  Directors;  Officers.  On the Closing Date, the
Board  of  Directors  of  Parent  will  take  all  actions  necessary such that,
effective  April  16, 2003, (a) Carl A. Chase and Tommy Allen shall be appointed
to  Parent's  Board  of  Directors  and  (b)  upon such appointment the Board of
Directors  of  Parent  will  be comprised of four members.  The other members of
Board of Directors are Jon V. Ludwig and J. Leonard Ivins.  On the Closing Date,
the  Board  of  Directors shall appoint, effective April 16, 2003, the following
officers  of Parent:  Kevan Casey shall be appointed as president and treasurer;
Jon V. Ludwig shall be appointed as chief executive officer and secretary; Tommy
Allen  shall  be  appointed  as  executive vice president of sales and assistant
treasurer;  Tabitha


                                       14
<PAGE>
Casey  shall  be  appointed as vice president and assistant secretary; and Nancy
Allen  shall  be  appointed  as  vice  president  and  assistant  secretary.

     SECTION  5.3     Other  Agreements.

            (a)  On  the Closing Date, the Parent will enter into the Employment
Agreements set forth as Exhibits C-1, C-2, and C-3with Tommy Allen, Kevan Casey,
                        --------------------------
and  Jon  V.  Ludwig,  respectively.

            (b)  On  the  Closing  Date,  the Parent will enter into the Lock-Up
Agreements set forth as Exhibits D-1, D-2, and D-3with Tommy Allen, Kevan Casey,
                        --------------------------
and  Jon  V.  Ludwig,  respectively.

            (c)  On  the Closing Date, the Parent shall enter into the Agreement
and Release with J. Leonard Ivins and Jon V. Ludwig substantially in the form of
Exhibit  E-1  and  E-2  hereto,  respectively.

     SECTION  5.4     Best  Efforts.  Subject to the terms and conditions herein
provided,  and to the fiduciary duties of the Boards of Directors of the parties
under  applicable law, each of the parties hereto agrees to use its best efforts
to  take,  or cause to be taken, all action, and to do, or cause to be done, all
things  necessary,  proper or advisable under applicable laws and regulations to
consummate  and  make effective the transactions contemplated by this Agreement.
In  case at any time after the Effective Time any further action is necessary or
desirable  to  carry out the purposes of this Agreement, the proper officers and
directors  of each party to this Agreement shall take all such necessary action.

     SECTION  5.5     Consents.   Parent  and the Company each will use its best
efforts  to  obtain  such  consents  of  third parties to agreements which would
otherwise be violated by any provisions hereof, to take all actions necessary to
effect  the  transactions  contemplated  hereby,  and  to make such filings with
Governmental  Authorities  necessary to consummate the transactions contemplated
by this Agreement including, without limitation, (a) the vigorous defense of any
lawsuits  or  other  legal  proceedings,  whether  judicial  or  administrative,
challenging  this  Agreement or the consummation of the transaction contemplated
hereby,  including  seeking  to  have  any  stay  or temporary restraining order
entered  by any court or Governmental Authority vacated or reviewed, and (b) the
execution  and  delivery  of  any additional instruments (including any required
supplemental  indentures)  necessary to consummate the transactions contemplated
by  this  Agreement.

     SECTION  5.6     Public Announcements.  Parent and the Company will consult
with  each other before issuing any press release or otherwise making any public
statements  with  respect  to  the existence of this Agreement or the Merger and
shall  not  issue any such press release or make any such public statement prior
to  such  consultation,  except  as  may  be  required  by  law.

     SECTION  5.7     Line  of Credit.  As of the Closing Date, the Company will
have  obtained a line of credit in an amount of $1,000,000.00.  Evidence of such
line of credit shall be included in the Disclosure Schedule, and shall be deemed
acceptable  to  Parent  upon  its  execution  of  this  Agreement.




                                   ARTICLE VI
                    CONDITIONS TO CONSUMMATION OF THE MERGER

     SECTION  6.1     Company's Conditions to the Closing.  Immediately prior to
the  Effective  Time, the Parent and Merger Sub shall have satisfied each of the
following  conditions:

            (a) A certificate, dated the date of the Effective Time of the chief
executive  officer  of Parent certifying that all representations and warranties
made in Article IV herein are true and correct as of the date made and as of the
Effective Time and that all agreements or other actions required to be performed
prior  to  the  Effective  Time  by  Parent  or  Merger  Sub  as  a condition to
consummating  the  Merger  have  been  performed  or  taken  and such conditions
satisfied  in  accordance  with  the  terms  of  this  Agreement.


                                       15
<PAGE>
            (b)  No  statute,  rule,  regulation,  executive  order,  decree, or
injunction  shall  have  been  enacted,  entered, promulgated or enforced by any
court  of  competent  jurisdiction in the United States or domestic Governmental
Authority  which  prohibits  or  restricts  the  consummation  of  the  Merger.

            (c)  There  shall  have  been  no  material  adverse  change  in the
business,  properties,  or  financial  condition of Parent or Merger Sub to this
Agreement.

            (d)  All  parties  shall  have delivered all documents, exhibits and
schedules  and  taken  all  other  actions  required  by  this  Agreement.

            (e)  All  representations  and warranties of any party shall be true
and  effective  as  of  the  Effective  Time.

            (f)  At the Closing, the officers and directors of Parent shall have
delivered  such  resignations as may be necessary to carry out the provisions of
Section  5.2 hereof, a release of all claims they may have against the Parent or
Merger  Sub,  and  a  confirmation  of  their  equity  ownership  in the Parent.

            (g)  Parent shall have delivered to the Company a certificate, dated
as  of  a  date no later than ten days prior to the Closing Date, duly issued by
the  Secretary of State of Delaware that Parent is in good standing and that all
state  franchise  and/or  income  tax returns and taxes for each for all periods
prior  to  the  Closing  have  been  filed  and  paid.

            (h)  Company  shall  have  received  an  incumbency  certificate  or
certificates,  dated  the  Closing  Date  and  signed by the Secretary of Parent
certifying  the  names,  titles  and  signatures  of  the officers authorized to
execute the documents referred to in this section and such additional supporting
documentation  and  other  information  with  respect  to  the  transactions
contemplated  hereunder  as the Company or their counsel may reasonably request.

            (i) The common stock of Parent shall be qualified for trading on the
OTC  Bulletin  Board and a minimum of two market makers shall be making a market
for  such  shares.

     SECTION  6.2     Parent's Conditions to the Closing.   Immediately prior to
the  Effective  Time,  the  Company  shall  have satisfied each of the following
conditions:

            (a) A certificate, dated the date of the Effective Time of the chief
executive  officer  of  the  Company  certifying  that  all  representations and
warranties  made  in Article III herein are true and correct as of the date made
and  as  of the Effective Time and that all agreements or other actions required
to  be  performed  prior  to the Effective Time by the Company as a condition to
consummating  the  Merger  have  been  performed  or  taken  and such conditions
satisfied  in  accordance  with  the  terms  of  this  Agreement.

            (b)  No  statute,  rule,  regulation,  executive  order,  decree, or
injunction  shall  have  been  enacted,  entered, promulgated or enforced by any
court  of  competent  jurisdiction in the United States or domestic Governmental
Authority  which  prohibits  or  restricts  the  consummation  of  the  Merger.

            (c)  There  shall  have  been  no  material  adverse  change  in the
business,  properties,  or financial condition of the Company to this Agreement.

            (d)  All  parties  shall  have delivered all documents, exhibits and
schedules  and  taken  all  other  actions  required  by  this  Agreement.

            (e)  All  representations  and warranties of any party shall be true
and  effective  as  of  the  Effective  Time.


                                       16
<PAGE>
            (f)  Company shall have delivered to the Parent a certificate, dated
as  of  a  date no later than ten days prior to the Closing Date, duly issued by
the  Secretary  of  State of Texas that Company is in good standing and that all
state  franchise  and/or  income  tax returns and taxes for each for all periods
prior  to  the  Closing  have  been  filed  and  paid.

            (g)  Parent  shall  have  received  an  incumbency  certificate  or
certificates,  dated  the  Closing  Date  and signed by the Secretary of Company
certifying  the  names,  titles  and  signatures  of  the officers authorized to
execute the documents referred to in this section and such additional supporting
documentation  and  other  information  with  respect  to  the  transactions
contemplated  hereunder  as  the Parent or their counsel may reasonably request.

                                  ARTICLE VII
                        TERMINATION, AMENDMENTS; WAIVER

     SECTION  7.1     Termination.  This  Agreement  may  be  terminated and the
Merger contemplated hereby may be abandoned at any time notwithstanding approval
thereof  by  the  Parent  and Company, but prior to the Effective Time by mutual
written  consent  duly  authorized by the Boards of Directors of Company, Parent
and  Merger  Sub.

     SECTION 7.2     Effect of Termination.  In the event of the termination and
abandonment  of  this  Agreement  pursuant  to Section 7.1, this Agreement shall
forthwith  become  void and have no effect, without any liability on the part of
any party or its directors, officers, or stockholders, other than the provisions
of  Sections  9.9.

     SECTION  7.3     Amendment.  This Agreement may be amended only by means of
an  instrument  in  writing  signed  on  behalf  of  all  the  parties.

     SECTION  7.4     Extension;  Waiver.  At  any  time  prior to the Effective
Time,  the  parties  hereto,  by  action taken by or on behalf of the respective
Boards  of  Directors  of the Company, Parent and Merger Sub, may (a) extend the
time  for  the  performance of any of the obligations or other acts of any other
applicable  party  hereto, (b) waive any inaccuracies in the representations and
warranties  contained  herein  by any other applicable party or in any document,
certificate  or  writing delivered pursuant hereto by an other applicable party,
or (c) waive compliance with any of the agreements of any other applicable party
or  with  any  conditions  to its own obligations.  Any agreement on the part of
any  other  applicable party to any such extension or waiver shall be valid only
if  set  forth  in  an  instrument  in  writing  signed on behalf of such party.

                                  ARTICLE VIII
                                INDEMNIFICATION

     SECTION  8.1     Parent and Merger Sub's Right to Indemnification.  Company
shall and does hereby indemnify and hold harmless, Parent, Merger Sub, and their
stockholders,  directors,  officers,  employees, agents and representatives from
any  and all liabilities, obligations, claims, contingencies, damages, costs and
expenses  (including all court costs and reasonable attorneys' fees) that Parent
or  any  such  other  indemnified  party  may  suffer or incur as a result of or
relating  to  the  material  breach or inaccuracy of any of the representations,
warranties,  covenants  or agreements made by Company herein or pursuant hereto.

     SECTION  8.2     Company's Right to Indemnification.  Merger Sub and Parent
shall  and  do  hereby  indemnify and hold Company, and its directors, officers,
employees,  shareholders,  agents  and representatives harmless from any and all
liabilities,  obligations,  claims,  contingencies,  damages, costs and expenses
(including  all  court costs and reasonable attorneys' fees) that Company or any
such  indemnified  party  may  suffer or incur as a result of or relating to the
breach  or  inaccuracy,  or  any  alleged  breach  or  inaccuracy, of any of the
representations,  warranties,  covenants  or  agreements  made by Merger Sub and
Parent  herein  or  pursuant  hereto.

     SECTION  8.3     Notice.  The  party  seeking  indemnification  hereunder
("Indemnitee")  shall promptly, and within 30 days after notice to it (notice to
 -----------
Indemnitee  being  the  filing of any action, receipt of any claim in writing or
similar  form  of  actual notice) of any claim as to which it asserts a right to
indemnification,  notify  the  party  from


                                       17
<PAGE>
whom  indemnification  is  sought ("Indemnitor") of such claim. Indemnitee shall
                                    ----------
bill  Indemnitor for any such claims no more frequently than on a monthly basis,
and  Indemnitor shall promptly pay (or cause to be paid) Indemnitee upon receipt
of  any  such  bill.  The  failure  of  Indemnitee  to  give the notification to
Indemnitor  contemplated above in this Section shall not relieve Indemnitor from
any  liability  or obligation that it may have pursuant to this Agreement unless
the  failure  to  give  such  notice within such time shall have been materially
prejudicial  to  it, and in no event shall the failure to give such notification
relieve  Indemnitor  from  any liability it may have other than pursuant to this
Agreement.

     SECTION  8.4     Third-Party  Claims.  If  any claim for indemnification by
Indemnitee  arises  out of an action or claim by a person other than Indemnitee,
Indemnitor  may,  by  written  notice  to  Indemnitee,  undertake to conduct the
defense  thereof  and  to  take  all  other  steps  or  proceedings to defeat or
compromise  any  such  action  or  claim,  including  the employment of counsel;
provided  that  Indemnitor shall reasonably consider the advice of Indemnitee as
to  the  defense  or compromise of such actions and claims, and Indemnitee shall
have  the  right  to  participate,  at its own expense, in such proceedings, but
control  of  such  proceedings  shall  remain  exclusively  with  Indemnitor.
Indemnitee  shall provide all reasonable cooperation to Indemnitor in connection
with  such  proceedings.  Counsel and auditor costs and expenses and court costs
and  fees  of  all proceedings with respect to any such action or claim shall be
borne  by  Indemnitor.  If  any such claim is made hereunder and Indemnitor does
not  elect  to  undertake  the  defense  thereof by written notice to Indemnitee
within 10 days of notice of any claim or action, Indemnitee shall be entitled to
control such proceedings and shall be entitled to indemnity with respect thereto
pursuant  to  the  terms  of  this  Article  VIII.

     SECTION  8.5     Time  to  Assert  Claims.  Any  claim asserted pursuant to
Section 8.1 or Section 8.2 above must be asserted by written notice given by one
party  to  the  other  on  or  before  one  (1)  year  from the date of Closing.

     SECTION  8.6     Access  to Records.  All parties and their agents shall be
afforded  reasonable  access  to  the  Parent's  and Company's books and records
during normal business hours upon reasonable notice for the purpose of verifying
any  claim  hereunder.  Such  party  or  its  agents  may be required to sign an
appropriate  confidentiality  agreement  prior  to  any  inspection of books and
records  hereunder.

     SECTION  8.7     Offset  Right.  Any  claims under this Article VIII may be
satisfied  by  offsetting  any  obligation  owed  to  such  party.

                                    ARTICLE IX
                                  MISCELLANEOUS

     SECTION  9.1     Parties in Interest.  This Agreement shall be binding upon
and  inure  solely  to  the  benefit  of  each party hereto, and nothing in this
Agreement,  express  or  implied,  is intended to or shall confer upon any other
person  or  persons  any  rights,  benefits or remedies of any nature whatsoever
under  or  by  reason  of  this  Agreement.

     SECTION 9.2     Brokerage Fees and Commissions.  Each party represents that
it  has  incurred  no  obligation to any broker or finder in connection with the
transactions  described  in  this  Agreement  and  agrees to indemnify the other
parties  and  hold  them  harmless  against  any liability to any such broker or
finder.

     SECTION  9.3     Entire  Agreement;  Assignment.  This  Agreement  (a)
constitutes  the  entire agreement among the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written  and  oral, among the parties or any of them with respect to the subject
matter  hereof  and  (b) shall not be assigned by operation of law or otherwise.

     SECTION  9.4     Validity.  The  invalidity  or  unenforceability  of  any
provision  of  this Agreement shall not affect the validity or enforceability of
any other provisions of this Agreement, each of which shall remain in full force
and  effect.

     SECTION  9.5     Notices.  All notices, requests, claims, demands and other
communications  hereunder  shall  be in writing and shall be deemed to have been
duly  given  when  delivered  in  person,  by facsimile telegram or


                                       18
<PAGE>
telex,  or  by  registered  or  certified  mail (postage prepaid, return receipt
requested)  to  the  respective  parties  as  follows:

     If  to  the  Company:

               Mr.  Kevan  Casey
               7240  Brittmoore  Road,  Suite  118
               Houston,  Texas  77041

     If  to  Parent  or  Merger  Sub:

               Mr.  Jon  V.  Ludwig
               8800  Jameel  Road,  Suite  170
               Houston,  Texas  77040

or  to  such  other  address  as  the  person  to  whom notice is given may have
previously  furnished  to  the  others  in writing in the manner set forth above
(provided  that  notice  of  any  change of address shall be effective only upon
receipt  thereof).

     SECTION  9.6     Governing Law; Venue.  This agreement shall be governed by
and  construed  in accordance with the laws of the State of Texas, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws  thereof.  Each  of the parties submits to the jurisdiction of any state or
federal  court  sitting  in  Harris  County,  Texas  in any action or proceeding
arising  out  of  or  relating  to  this Agreement and agrees that all claims in
respect of the action or proceeding may be heard and determined only in any such
court.  Each  party  agrees not to bring any action or proceeding arising out of
or  relating  to  this Agreement in any other court.  Each of the parties waives
any defense of inconvenient forum to the maintenance of any action or proceeding
so brought and waives any bond, surety, or other security that might be required
of  any  other  party  with  respect  thereto

     SECTION  9.7     Descriptive Headings.  The descriptive headings herein are
inserted for convenience of reference only and are not intended to be part of or
to  affect  the  meaning  or  interpretation  of  this  Agreement.

     SECTION  9.8     Counterparts.  This  Agreement  may  be executed in two or
more  counterparts,  each of which shall be deemed to be an original, but all of
which  together  shall  constitute  one  and  the  same  agreement.

     SECTION 9.9     Expenses.  Except as otherwise provided herein, the Parent,
Merger  Sub and Company shall bear and pay all costs and expenses incurred by it
or  on  its  behalf  in connection with the transactions contemplated hereunder,
including  fees  and  expenses  of  its  own  financial  or  other  consultants,
investment  bankers,  accountants  and  counsel.

     SECTION  9.10     Performance by Merger Sub.  Parent agrees to cause Merger
Sub  to  comply  with  its  obligations  hereunder  and  to  cause Merger Sub to
consummate  the  Merger  as  contemplated  herein.

     SECTION  9.11     Disclosure  Schedule.  Upon  the  execution  hereof,  the
Company and the Parent shall deliver the Disclosure Schedule to each other.  The
Disclosure  Schedule shall be updated from time to time and prior to the Closing
to  report  any  changes  in  the information contained therein.  The Disclosure
Schedule  shall contain all information required to disclose fully any exception
or qualification to this Agreement and shall cross reference the section of this
Agreement  so  qualified.


                                   ARTICLE X.
                                   DEFINITIONS

     For purposes of this Agreement, the following terms shall have the meanings
set  forth  below:


                                       19
<PAGE>
     "ACTION"  shall mean any action, suit, litigation, complaint, counterclaim,
claim,  petition,  mediation  contest,  or administrative proceeding, whether at
law,  in equity, in arbitration or otherwise, and whether conducted by or before
any  Government  or  other  Person.

     "CLOSING"  shall  have  the  meaning  set  forth  in  Section  1.8  hereof.

     "CLOSING  DATE"  shall  mean  the  time  and  date that the Closing occurs.

     "CODE"  shall  mean  the  United  States  Internal Revenue Code of 1986, as
amended,  and  all  regulations  thereunder.  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.

     "CONSENTS"  shall  mean  all  consents,  approvals, and estoppels of others
which  are  required  to  be  obtained  in order to effect the valid assignment,
transfer,  and  conveyance  to  Purchaser  of  the  Material  Contracts  without
resulting  in  any  default  thereunder.

     "CONTRACTS"  shall  mean all contracts, agreements, and leases of equipment
or  other  personal  property  that  relate  exclusively  to  the  Business.

     "DEFAULT"  shall  mean  an  event  of default as defined in any contract or
other  agreement  or instrument, or any event which, with the passage of time or
giving  of  notice or both, would constitute an event of default or other breach
under  such  document  or  instrument.

     "DISCLOSURE  SCHEDULE" shall mean the set of numbered schedules referencing
Sections  of this Agreement delivered by Seller and dated of even date herewith,
as  supplemented  by  new  or amended schedules delivered by Seller prior to the
Closing.

     "EFFECTIVE  TIME"  shall  have the meaning set forth in Section 1.2 hereof.

     "ENVIRONMENTAL  LAWS"  shall  mean all federal, state, municipal, and local
laws,  statutes,  ordinances,  rules,  regulations,  conventions,  and  decrees
relating  to  the  environment,  including without limitation, those relating to
emissions,  discharges,  releases,  or  threatened  releases  of  pollutants,
contaminants,  chemicals, or industrial, toxic, or Hazardous Materials or wastes
of  every  kind  and  nature  into the environment (including without limitation
ambient  air,  surface  water,  ground  water,  soil, and subsoil), or otherwise
relating  to the manufacture, generation, processing, distribution, application,
use,  treatment,  storage,  disposal,  transport,  or  handling  of  pollutants,
contaminants,  chemicals,  or  industrial,  toxic,  or  hazardous  substances or
wastes,  and  any  and  all laws, rules, regulations, codes, directives, orders,
decrees,  judgments,  injunctions, consent agreements, stipulations, provisions,
and  conditions  of  Environmental  Permits,  licenses,  injunctions,  consent
agreements,  stipulations,  certificates  of  authorization, and other operating
authorizations,  entered,  promulgated,  or  approved  thereunder.

     "ENVIRONMENTAL  PERMITS"  shall  mean  all permits, licenses, certificates,
approvals,  authorizations, regulatory plans or compliance schedules required by
applicable  Environmental Laws, or issued by a Government pursuant to applicable
Environmental  Laws,  or  entered  into  by  agreement of the party to be bound,
relating  to  activities  that  affect  the  environment,  including  without
limitation,  permits,  licenses,  certificates,  approvals,  authorizations,
regulatory  plans  and compliance schedules for air emissions, water discharges,
pesticide  and  herbicide  or  other  agricultural  chemical  storage,  use  or
application,  and  Hazardous  Material  or Solid Waste generation, use, storage,
treatment  and  disposal.

     "FORUM"  shall mean any federal, state, local, municipal, or foreign court,
governmental  agency,  administrative  body  or  agency,  tribunal,  private
alternative  dispute  resolution  system,  or  arbitration  panel.

     "FINANCIAL  STATEMENTS"  shall  have  the meaning set forth in Section 3.4.


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     "GOVERNMENT"  shall  mean  any federal, state, local, municipal, or foreign
government  or  any  department,  commission,  board,  bureau,  agency,
instrumentality,  unit,  or  taxing  authority  thereof.

     "HAZARDOUS  MATERIAL" shall mean all substances and materials designated as
hazardous  or  toxic  as  of  the  date  hereof  pursuant  to  any  applicable
Environmental  Law.

     "KNOWLEDGE"  when  used  to  qualify  a  representation, warranty, or other
statement  shall  mean  the  actual  knowledge  after  reasonable investigation.

     "LIABILITIES"  shall  have  the  meaning  set  forth  in  Section  3.10.

     "MATERIAL  ADVERSE  EFFECT"  shall mean any adverse change in the financial
condition,  assets,  business  or  operations  of any party and its subsidiaries
which  is  material  to  such  party  taken  as  a  whole.

     "MATERIAL  CONTRACTS"  shall  mean  all  Contracts  that  involve  monetary
obligations  of  Seller of more than $10,000 per year or that are not cancelable
by  Seller  upon thirty days notice or less without penalty, a list of which are
set  forth  in  the  Disclosure  Schedule.

     "ORDERS"  shall  mean  all  applicable  orders,  writs, judgments, decrees,
rulings, consent agreements, and awards of or by any Forum or entered by consent
of  the  party  to  be  bound.

     "PERSON"  shall  include  an  individual, a partnership, a joint venture, a
corporation,  a  limited  liability  company,  a  trust,  an  unincorporated
organization,  a  government,  and  any  other  legal  entity.

     "REAL PROPERTY" shall mean the land and improvements owned or leased by the
Company  or  its  Subsidiaries  and  all  buildings,  fixtures,  signs,  parking
facilities,  and  other  improvements located thereon and appurtenances thereto.

     "SCHEDULES"  shall  mean  the numbered sections of the Disclosure Schedule.

     "SOLID WASTE" shall mean any garbage, refuse, sludge from a waste treatment
plant,  water  supply  treatment  plant,  or air pollution control facility, and
other  discarded  material,  including  solid,  liquid,  semisolid, or contained
gaseous material resulting from industrial, commercial, mining, and agricultural
operations,  and  from  community  activities.

     "SUBSIDIARY"  shall  mean,  when  used  with  reference  to  an entity, any
corporation,  a majority of the outstanding voting securities of which are owned
directly  or indirectly by such entity.  Such term shall also refer to any other
partnership, limited partnership, joint venture, trust, or other business entity
in  which  a  party  hereto  owns  a  material  interest.






                            *** SIGNATURES FOLLOW ***






                                       21
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     IN  WITNESS  WHEREOF,  each  of the parties has caused this Agreement to be
executed  on its behalf by its officers thereunto duly authorized, all as of the
day  and  year  set  forth  above.


                                      ELINEAR,  INC.
                                      a  Delaware  corporation


                                      By:  /s/  Jon.  V.  Ludwig
                                         --------------------------------
                                         Jon  V.  Ludwig,  President


                                      NETVIEW  ACQUISITION  CORP.
                                      a  Texas  corporation

                                      By:  /s/  Jon.  V.  Ludwig
                                         --------------------------------
                                      Name:  Jon  V.  Ludwig
                                      Title:   President


                                      NETVIEW  TECHNOLOGIES,  INC.
                                      a  Texas  corporation


                                      By:  /s/  Kevan  Casey
                                         --------------------------------
                                         Kevan  Casey,  President


                                       22
<PAGE>