AGREEMENT FOR PURCHASE AND SALE OF ASSETS

                                    of
 
                         OPTO-TECH INDUSTRIES, INC.

                                By and Among

                      THOMAS DENEDIOS and LUCY DENEDIOS,

                                MARCY FOWLER,
               
                    JORDAN TELECOMMUNICATION PRODUCTS, INC.,

                                      and

                           OPTO-TECH HOLDINGS, INC

<PAGE>

                  AGREEMENT FOR PURCHASE AND SALE OF ASSETS

		THIS AGREEMENT (this "Agreement"), dated as of the 
______ day of July, 1998, is made by and among OPTO-TECH 
INDUSTRIES, INC.., a Florida corporation (hereinafter "Seller"), 
THOMAS DENEDIOS and LUCY DENEDIOS, and MARCY FOWLER, being the 
holders of all of the outstanding shares of stock of Seller 
(hereinafter collectively referred to as the "Stockholders"), and 
JORDAN TELECOMMUNICATION PRODUCTS, INC., a Delaware corporation 
(hereinafter "JTP"), and OPTO-TECH HOLDINGS, INC., a Delaware 
corporation (hereinafter "Holdings").


                                	ARTICLE I
	                      PURCHASE AND SALE OF ASSETS

		1.1	Purchase and Sale.  In consideration of (a) the 
Purchase Price (hereinafter defined), (b) the assumption by 
Holdings of certain liabilities of Seller and (c) the payment and 
performance of the agreements contained in Article VI hereof,  and 
subject to the terms and conditions set forth in this Agreement, 
at the Closing (hereinafter defined):  (i) Seller will sell to 
Holdings, and Holdings will purchase from Seller, all of the 
Purchased Assets (as defined in Section 1.2.2) and (ii) Holdings 
will purchase from Seller and each of the Stockholders, and Seller 
and each of the Stockholders will sell to Holdings, the agreements 
not to compete of Seller and each of the  Stockholders in 
accordance with Section 6.4 hereof (the "Noncompetition 
Agreements").

		1.2	Definitions; Purchased Assets.

		1.2.1	Definitions.	For purposes of this Agreement, the 
following terms will have the meanings set forth below:

  "Affiliates" means each shareholder, director, officer 
and employee of Seller, the family members of each of the 
Stockholders, and any director, officer or employee of Seller, and 
any corporation, partnership or other entity in which Seller, any 
of the Stockholders, any family member of any of the Stockholders 
or director or officer of Seller has any financial interest or is 
a controlling person, as that term is used in connection with the 
federal securities laws, if such person or entity has, or in the 
past had, a contractual relationship with or is transacting, or 
has in the past transacted, business with Seller.
		
  "Assumed Liabilities" means only the following 
liabilities of Seller as of the Closing incurred or arising in a 
manner consistent with and in compliance with the provisions of 
Article IV hereof and other relevant provisions of this Agreement:  
(a) the current portion of trade accounts payable, accrued sales 
and use taxes and accrued operating expenses, all of which shall 
not in the aggregate exceed $35,000 (the "Part (a) Assumed 
Liabilities"); (b) payments and obligations due after the Closing 
under the "Contracts" (defined in Section 2.10 hereof) except any 

<PAGE>

Contracts constituting Part (a) Assumed Liabilities; and (c) other 
liabilities incurred by Seller with the prior written approval of 
Holdings between the Financial Statement Date and the Closing; 
provided, however, without limiting the generality of the above, 
the term "Assumed Liabilities" shall not include any Stockholder 
Debt (defined below).

		"Closing Balance Sheet" means the audited statement of 
financial position of Seller as at the Closing Date (immediately 
prior to the sale of the Purchased Assets (hereinafter defined) to 
Holdings and assumption by Holdings of the Assumed Liabilities) 
and reflecting only the Purchased Assets and the Assumed 
Liabilities and no other assets or liabilities, as prepared by  
Ernst & Young, L.L.P. in accordance with Generally Accepted 
Accounting Principles (hereinafter defined).

		"Closing Financials and Computations" means the Closing 
Balance Sheet and calculations by Ernst & Young, L.L.P. of NOA 
(hereinafter defined) and Operating Cash (hereinafter defined) as 
at the Closing Date based on the Closing Balance Sheet.

		"Excluded Assets" means the assets of Seller set forth 
in Exhibit 1.2.4 hereof.

		 "Generally Accepted Accounting Principles" or "GAAP"  
means such principles, applied on a consistent basis, as set forth 
in Opinions of the Accounting Principles Board of the American 
Institute of Certified Public Accountants and/or in statements of 
the Financial Accounting Standards Board which are applicable in 
the circumstances as of the date in question, and the requirement 
that such principles be applied on a "consistent basis" means that 
accounting principles observed in the current period are 
comparable in all material respects to those applied in the 
preceding periods, except as change is permitted or required under 
or pursuant to such accounting principles.

		"Laws" means, without limitation, all foreign, federal, 
state and local laws, statutes, rules, regulations, codes, 
ordinances, plans, orders, judicial decrees, writs, injunctions, 
notices, decisions or demand letters issued, entered or 
promulgated pursuant to any foreign, federal, state or local law.

		"NOA" means the value of the Purchased Assets (subject 
to the adjustments described below) as reflected in the Closing 
Balance Sheet minus the Part (a) Assumed Liabilities.  For 
purposes of the NOA calculation only, all interest bearing debt, 
shareholder loans, mortgages, dividends payable, other capital 
debt, capital lease obligations and income taxes payable shall be 
excluded.  For example purposes, a calculation of NOA as at 
December 31, 1997 is set forth in Exhibit 1.2.1 hereof.

		"NOA Excess" means the amount by which the NOA as set 
forth in the Closing Financials and Computations exceeds $236,000.
		"Operating Cash" means all of Seller's cash, cash 
equivalents and certificates of deposit.

		"Operating Cash Deficiency" means the amount by which 
$100,000 exceeds the Operating Cash set forth in the Closing 
Financials and Computations.

<PAGE>

		"Reserve Amount" means $10,000 in cash.

		"Stockholder Debt" means any obligation of Seller for 
borrowed money, capital leases, similar obligations, or debts of 
any kind owed to the Stockholders.

		1.2.2	Overview of Purchased Assets.  The assets to be 
purchased by Holdings (the "Purchased Assets") include all of 
Seller's assets, properties and rights (real and personal, 
tangible and intangible) owned or used in the conduct of its 
business at the Financial Statement Date and all of Seller's 
assets, properties and rights (real and personal, tangible and 
intangible) acquired after the Financial Statement Date and owned 
by Seller on the Closing Date except for (i) the Excluded Assets 
and (ii) those assets which have since been sold, transferred or 
disposed of in the ordinary and regular course of business 
consistent with past practice since the Financial Statement Date.  
The Purchased Assets are further described in the subsection below 
of this Section 1.2.2; provided, however, the following 
subsections shall not be construed as limitations on the breadth 
or scope of the above definition of Purchased Assets.  The intent 
and purpose of the following subsections is to further illustrate 
the intent and meaning of the term Purchased Assets.

		(a)	Real Property.  All of Seller's right, title and 
interest (including leasehold interests as tenant, if any) in the 
lands, buildings and any and all improvements thereon described in 
Exhibit 1.2.2(a) hereto.

		(b)	Equipment.  All of Seller's machinery, equipment, 
furniture, fixtures, telephone numbers (toll-free and others) and 
other personal property and all of Seller's fixed assets, as 
listed in Exhibit 1.2.2(b) hereto.

		(c)	Cash and Accounts Receivable.  All of Seller's 
Operating Cash, notes receivable (and security therefor), accounts 
receivable and all other receivables of any other kind excluding 
any Stockholder notes or other Stockholder amounts receivable.  A 
schedule thereof as of the month ended immediately prior to the 
date of this Agreement is set forth in Exhibit 1.2.2(c) hereto.

		(d)	Records.  All of Seller's books, financial and 
business records, insurance policies and any claims and credits 
thereunder.

		(e)	Inventory.  All inventories and other supplies 
pertaining to Seller's operations on hand or at third party 
premises or in transit including raw materials, work in process 
and finished goods, and including any rights of Seller to warran-
ties received from suppliers, to the extent assignable.

		(f)	Intellectual Property.  All of Seller's interests 
and rights to any and all patents, copyrights, trade names, 
service marks, trademarks, product designations, trade secrets, 
formula, processes, know-how and any other intellectual property 
(set forth in Exhibit 2.19), all inventions and discoveries, 
whether patentable or not, all registrations, applications, 
assignments, amendments, research, development, updates and 
modifications pertaining thereto and to all drawings, art work, 
designs, printing plates, dies, molds, samples and the like 
relating to Seller's current business or business prospects and 
any corporate name variants thereof.

<PAGE>

		(g)	Other Intangibles.  All of Seller's right, title 
and interest in franchises, licenses, permits, options and any 
inventions, developments and ideas relating to Seller's business 
or business prospects.

		(h)	Contracts; Prepaids; Materials, etc.  All of 
Seller's rights and privileges arising from its unshipped orders, 
prepaid expenses, customer contracts, customer lists, outstanding 
offers, sales records, advertising materials, and all agreements 
for the sale, purchase or lease of goods or services (including 
but not limited to those described in Section 6.4 hereof), and all 
other contracts, agreements, assets now beneficially owned or 
acquired by Seller at or before the Closing Date, whether tangible 
or intangible, real or personal, partial or complete, fixed or 
contingent, of every kind and description and wherever situated 
relating to Seller's business or business prospects.

		1.2.3	Financial Requirements Regarding Purchased Assets; 
Post Closing Adjustments; Dispute Resolution.  

		(a)	Financial Requirements.  Notwithstanding anything 
in this Agreement to the contrary, the following conditions shall 
exist at Closing (hereinafter defined) with respect to the 
Purchased Assets: (i) NOA of $236,000; and (ii) NOA will include 
Operating Cash of not less than $100,000.

		(b)	Post-Closing Adjustments.  Immediately after the 
Closing, at no cost to Sellers or Stockholders, Holdings will 
retain Ernst & Young, L.L.P. to prepare the Closing Financials and 
Computations. The Closing Financials and Computations will be 
completed within 90 days after the Closing Date and delivered to 
Seller and the Stockholders for review.  If Seller or any of the 
Stockholders has any objections with or otherwise dispute the 
Closing Financials and Computations within 10 days of the receipt 
of same, the parties hereto agree that the provisions of Section 
12.6 hereof will apply in resolving said dispute.  After the 
completion of the Closing Financials and Computations, which shall 
occur within 90 days after the Closing Date, and the review of 
same by Seller and the Stockholders, and subject to the provisions 
of Section 12.6 hereof regarding any dispute relating to the 
Closing Financials and Computations, Holdings may retain the 
Reserve Amount to satisfy any deficiency in any one of the 
requirements described in Section 1.2.3(a) above (the "Maximum 
Deficiency").  If the Maximum  Deficiency is greater than the 
Reserve Amount, Seller shall pay Holdings an amount of cash equal 
to the difference between the Maximum Deficiency and the Reserve 
Amount.  Holdings shall pay Seller an amount equal to (x) the 
balance of the Reserve Amount, if any, or all of the Reserve 
Amount if the NOA, and the Operating Cash as set forth in the 
Closing Financials and Computations are no less than the amounts 
set forth in Section 1.2.3(a) and (y), to the extent not necessary 
to satisfy any Operating Cash Deficiency, the NOA Excess.  To the 
extent the Maximum Deficiency exceeds the Reserve Amount, such 
amount shall not constitute Damages (as defined in Section 11.1 
hereof) but shall be due and payable to Holdings in cash by 
Seller.

		(c)	Pro-rata Adjustments.  Consistent with Section 
6.5, Seller will provide for all year-end expense adjustments on a 
pro-rata basis prior to the preparation of the Closing Financials 
and Computations, including, without limitation, those 
contemplated by this Section 1.2.3 and Section 7.7 hereof.

<PAGE>

		1.2.4	Confirmation of Assets Excluded From Purchased 
Assets.  The parties hereto acknowledge and agree that the 
Purchase Price has been calculated, and is being paid, based on 
the agreement and understanding that the Purchased Assets do not 
include the Excluded Assets described on Exhibit 1.2.4.

		1.3	Purchase Price.  Subject to the terms and condi-
tions of this Agreement and in reliance on the representations and 
warranties of the Seller and the Stockholders herein contained, 
and in consideration of the sale, conveyance, transfer, delivery, 
execution and assumption of (a) the Purchased Assets, (b) the 
Assumed Liabilities and (c) the Noncompetition Agreements (as 
defined in Section 6.4), Holdings agrees to pay to Seller and the 
Stockholders an aggregate purchase price (the "Purchase Price"), 
as adjusted pursuant to Section 1.2.3, to be paid as follows:

		(a)	$4,650,000 (less the Reserve Amount) by delivery 
to Seller of funds by wire transfer to Seller's account at 
Closing;

		(b)	$1,250,000 by delivery to Seller at Closing, of an 
eight percent subordinated note in the form designated as 
Exhibit 1.3 hereto (the "Seller Note") with the Limited 
Guaranty agreements executed by Jordan Telecommunications 
Products, Inc. in the form designated as Exhibit 1.3.1; 

		(c)	$50,000 to Seller, $42,500 to Thomas Denedios, 
$2,500 to Lucy Denedios and $5,000 to Marcy Fowler pursuant 
to the terms of the Noncompetition Agreements by delivery to 
each such person of funds by wire transfer to their 
respective account(s) at Closing; and

		(d)	At the time required pursuant to Section 1.2.3(b), 
Holdings shall pay Seller the Reserve Amount less any 
required adjustments by delivery to Seller of a certified or 
cashier's check or by wire transfer to Seller's account.

		1.4	Assumed Liabilities.  Provided that the trans-
actions herein contemplated are consummated, and as a precondition 
of the sale of the Purchased Assets and the Noncompetition 
Agreements to Holdings, Holdings will assume and discharge, and 
will indemnify Seller against, the Assumed Liabilities and no 
other liabilities of Seller.

		1.5	Liabilities Not Assumed.  Holdings shall not be 
responsible for any liability or obligation of Seller not 
specifically assumed hereunder.  Without limitation, Holdings 
shall not be responsible for:

		(a)	any of Seller's liabilities for borrowed money or 
capital leases;

		(b)	any products liability, liability arising from or 
relating to Environmental Laws and Regulations (hereinafter 
defined) or other environmental matters, or any other 
liabilities associated with the conduct of Seller's business 
(including acts or omissions) prior to the Closing Date;


<PAGE>

		(c)	liabilities incurred by Seller in connection with 
this Agreement and the transactions contemplated herein, 
including any liquidation or dissolution of Seller;

		(d)	any liability of Seller insured against to the 
extent such liability is paid by an insurer;

		(e)	any liability of Seller to any of the 
Stockholders, including, without limitation, Stockholder 
Debt, dividends payable and other capital debt;

		(f)	any expenses which are incurred by Seller in 
making or carrying into effect this Agreement or which are 
incidental thereto, including, without limitation,

			(i)	any income, sales, transfer, stamp, excise 
and other taxes, foreign or domestic, Federal or state, 
required to be paid in respect to or as a result of 
Seller's operations up to and including the Closing 
Date, or the conveyance, assignment or transfer of the 
Purchased Assets to Holdings or otherwise, including, 
without limitation, any tax due on account of recapture 
of depreciation or tax credit; and

			(ii)	any and all costs, expenses or liabilities of 
Seller that arise out of the sale herein contemplated 
or that arise after the Closing Date; and

		(g)	any liability for Taxes other than a liability for 
those Taxes, if any, specified in the definition of Assumed 
Liabilities; and

		(h)	any profit-sharing or pension plan contributions; 
and

		(i)	any liability under ERISA or the Internal Revenue 
Code of 1986, as amended, or related to any Pension Benefit 
Plan (hereinafter defined), Welfare Benefit Plan (hereinafter 
defined) or Other Benefit Arrangement (hereinafter defined).

		1.6	Purchase Price Allocation.  The Purchase Price 
shall be allocated among Seller and the Stockholders and the 
Purchased Assets and Noncompetition Agreements as set forth in 
Exhibit 1.6.  Holdings and Seller agree to complete at the Closing 
Internal Revenue Service form 8594 based upon Exhibit 1.6 and the 
Balance Sheet (hereinafter defined).  Holdings and Seller agree to 
adjust said form, if necessary, to reflect the Closing Financials 
and Computations, once completed, and to file said form thereafter 
when due.  Said form shall be provided substantially complete two 
days prior to closing and requires agreement between the parties 
for Closing.

		1.7	Accounts and Notes Receivable.  Seller will 
deliver to Holdings a schedule of all accounts and notes 
receivable (and the face amounts thereof) which are outstanding on 
the Closing Date.  All accounts and notes receivable listed on the 
schedule delivered at the Closing will constitute valid claims 
against third parties not affiliated with Seller arising in the 
ordinary course of business of Seller.  The parties hereto agree 
that Holdings may assign to the Stockholders any accounts and 
notes receivable which are outstanding on the Closing Date, and 
which are uncollected as of the date six months after the Closing 
Date, and concurrently with such assignment, the Stockholders 
shall pay to Holdings in cash an amount equal to the aggregate 
value of such accounts and notes receivable to the extent the same 
exceeds the reserve for doubtful accounts on the Balance Sheet.  


<PAGE>


All amounts which are collected from an account or note debtor 
after the Closing Date shall be first applied to reduce the oldest 
outstanding balance on such account or with such note debtor.

		1.8	Product Claims and Returns.  The Stockholders 
shall be responsible for customer claims relating to services 
rendered by Seller prior to the Closing Date, and customer claims 
relating to, or returns of, products of Seller sold and shipped by 
Seller prior to the Closing Date or in the finished goods 
inventory of Seller as of the Closing Date for a period of six 
months from the Closing Date.  If a customer makes a claim or 
seeks a return and, in the judgment of Holdings the claim or 
return is proper, Holdings shall replace or repair, as the case 
may be, the services rendered or product purchased at Holdings' 
then generally prevailing prices and labor rates.  Seller shall 
not be responsible for any claims or returns where product was 
improperly installed or used in an inappropriate application.  
Such repairs or returns shall be for the account of the Stock-
holders who shall promptly reimburse Holdings in an amount not to 
exceed 50% of the generally prevailing retail price of the 
returned item.


                            	ARTICLE II

   	REPRESENTATIONS AND WARRANTIES OF SELLER AND THE STOCKHOLDERS

		Seller and each of the Stockholders hereby jointly and 
severally represent and warrant to Holdings as follows:

		2.1	Corporate Organization, etc.  Seller is a 
corporation duly organized, validly existing and in good standing 
under the laws of the state of Florida with all requisite 
corporate power and authority to carry on its business as it is 
now being conducted and to own, operate and lease its properties 
and assets.  Exhibit 2.1.1 lists each of the states where Seller 
is qualified as a foreign corporation.  The conduct of its 
business and its ownership or use of property do not require 
Seller to be qualified or licensed to do business as a foreign 
corporation in any state except those listed in Exhibit 2.1.1.  
Exhibit 2.1.2 contains complete and correct copies of Seller's 
(i) articles or certificate of incorporation, as amended to date; 
(ii) bylaws, as amended to date;  (iii) certificate of authority 
for each of the states listed in Exhibit 2.1.1, each as amended to 
date; and (iv) a good standing certificate from the state of 
Florida.  Seller has all federal, state, local and foreign 
licenses, permits or other approvals required for the operation of 
its business as now being conducted.

		2.2	Capital Stock; Options.  The authorized capital 
stock of Seller and the shares of capital stock issued and 
outstanding, of all classes, and the respective holdings of each 
of the Stockholders are as set forth in Exhibit 2.2 and Seller has 
no treasury stock.  All issued and outstanding shares of capital 
stock are validly issued, fully paid and nonassessable and are 
owned by the Stockholders, free and clear of all encumbrances or 
claims.  There are no issued and outstanding options, warrants, 
rights, securities, contracts, commitments, understandings or 
arrangements by which Seller is bound to issue any additional 
shares of its capital stock or options to purchase shares of its 
capital stock.


<PAGE>

		2.3	Subsidiaries and Affiliates.  Except as set forth 
in Exhibit 2.3, Seller has no subsidiaries, Affiliates or 
investments in any other entity or business operation.  All of the 
outstanding shares of all classes of capital stock of each 
subsidiary of Seller are owned by Seller free of any liens, 
security interests, claims or encumbrances.  Seller has no 
Affiliate whose liabilities or obligations will be assumed by 
Holdings. 

		2.4	Authorization, etc.  Seller has full corporate 
power and authority, and each of the Stockholders has full power 
and authority, to enter into this Agreement and to carry out the 
transactions contemplated hereby.  None of the Stockholders are a 
resident of a state that has enacted community property statutes 
nor are any of the Stockholders subject to any community property 
statutes.  This Agreement and all actions contemplated herein 
which require the approval of Seller's directors or of the 
Stockholders have duly received the required approval and Seller 
shall have delivered a certified copy of its stockholder list and 
consents to resolutions which shall have been duly adopted by its 
directors and by the Stockholders, substantially in the form of 
Exhibit 2.4.

		2.5	No Violation.  Except as set forth in Exhibit 2.5, 
Seller is not subject to or obligated under any article or 
certificate of incorporation, bylaw, which would be breached or 
violated by Seller's execution, delivery and performance of this 
Agreement.  Seller and the Stockholders will comply with all 
applicable Laws in connection with their execution, delivery and 
performance of this Agreement and the transactions contemplated 
hereby.

		2.6	Governmental Authorities.  Neither Seller nor any 
of the Stockholders is required to submit any notice, report or 
other filing with, and no consent, approval or authorization is 
required, by any governmental or regulatory authority in 
connection with their execution, delivery, consummation or 
performance of this Agreement or the consummation of the 
transactions contemplated hereby other than necessary Federal, 
State and Local tax filings.  

		2.7	Financial Statements.  Exhibit 2.7 contains 
Seller's Statements of Assets, Liabilities and Stockholder's 
Equity - Income Tax Basis as of December 31 for each of the years 
1993 through 1997 and Statements of Revenues and Expenses - Income 
Tax Basis for the periods then ended.  The December 31, 1997 
statements were prepared by Pinnacle Consulting & Professional 
Accounting, P.A.  The December 31, 1996 and December 31, 1995 
statements were prepared by James A. smith, IV Certified Public 
Accountants.  The December 31, 1994 statements were prepared by 
Buchman-Smith, P.A.  All such statements of of Assets, Liabilities 
and Stockholder's Equity - Income Tax Basis are complete and 
accurate and fairly present the financial position of Seller, in 
all material respects, as of the respective dates thereof, and 
such statements of Revenue and Expenses - Income Tax Basis, fairly 
present the results of operations for the periods therein 
referred.  The statement of financial position as of December 31, 
1997, as prepared by Ernst & Young, L.L.P. and the notes thereto 
are referred to as the "Balance Sheet".  December 31, 1997 is 
referred to as the "Financial Statement Date."

		2.8	No Undisclosed Liabilities, Claims, etc.  Except 
for (a) liabilities fully reflected or reserved against in the 
Balance Sheet; and (b) regular and usual liabilities and 
obligations incurred in the ordinary course of business consistent 
with past practices after the Financial Statement Date, Seller has 
no liabilities, obligations or claims (absolute, accrued, fixed or 
contingent, matured or unmatured, or otherwise), including 
liabilities, obligations or claims which may become known or which 
arise only after the Closing and which result from actions, 
omissions or occurrences of Seller prior to the Closing.


<PAGE>

		2.9	Absence of Certain Changes.  Since the Financial 
Statement Date, there has not been (a) any adverse change in the 
business, prospects, financial condition, earnings or operations 
of Seller's business; (b) any damage, destruction or loss, whether 
covered by insurance or not, adversely affecting Seller's 
properties and business; (c) any declaration, setting aside or 
payment of any dividend whether in cash, stock or property with 
respect to Seller's capital stock, or any redemption or other 
acquisition of such stock by Seller; other than in the ordinary 
course of business, or incident to Closing to provide for the 
minimum requirements for NOA, that have not been made available to 
Holdings; (d) any increase in the compensation payable or to 
become payable by Seller to any of the Stockholders or any of 
Seller's directors, officers, key employees or Affiliates or any 
adoption of or increase in any bonus, insurance, pension or other 
employee benefit plan, payment or arrangement made to, for or with 
any such party, which has not been made available to Holdings; (e) 
any entry into any commitment or transaction, including, without 
limitation, any borrowing or capital expenditure other than in 
accordance with the Schedule of Capital Expenditures (Exhibit 
2.25), or in the ordinary course of business; (f) any change by 
Seller in accounting methods, practices or principles, other than 
the restatement of the Financial Statements by Ernst and Young, 
L.L.P., for purposes of obtaining a reviewed statement; (g) any 
adoption of any statute, rule, regulation or order which adversely 
affects Seller, of which the Seller or Stockholders have been made 
aware and have not disclosed to Holdings or for which Holdings has 
had the ability to determine during their inspection of the 
business of Seller; (h) any termination or waiver of any rights of 
value to the business of Seller; of which the Seller or 
Stockholders have been made aware and have not disclosed to 
Holdings or for which Holdings has had the ability to determine 
during their inspection of the business of Seller; (i) any other 
transaction or event other than in the ordinary course of Seller's 
business, of which the Seller or Stockholders have been made aware 
and have not disclosed to Holdings or for which Holdings has had 
the ability to determine during their inspection of the business 
of Seller; (j) any transaction or conduct inconsistent with 
Seller's past business practices which has not been incident to 
Closing or made available to Holdings; (k) any adoption or 
amendment of any collective bargaining, bonus, profit sharing, 
compensation, stock option, pension, retirement, deferred 
compensation, or other plan, agreement, trust, fund or arrangement 
for the benefit of employees; or (l) any agreement or under-
standing made or entered into to do any of the foregoing.

		2.10	Contracts.  Exhibit 2.10 contains a schedule of, 
and copies of, all Contracts to which Seller is a party.  The term 
"Contracts" shall include, but shall not be limited to, all oral 
(which shall be summarized in Exhibit 2.10) and written contracts, 
agreements, agency agreements, loan agreements, mortgages, inden-
tures, deeds of trust, guarantees, commitments, joint venture 
agreements, purchase and/or sale agreements, collective bargain-
ing, union, consulting and/or employment contracts, leases of real 
or personal property, easements, distribution or dealer agree-
ments, service agreements, license agreements and advertising 
agreements (except there shall not be included agreements which do 
not exceed, in the case of any one agreement, an obligation of 
$5,000, and in the case of all agreements, an aggregate obligation 
of $25,000.  Seller is not in default or alleged to be in default 
under any Contract nor is Seller aware of any default by any other 
party to any Contract, and there exists no event, condition or 
occurrence which, after notice or lapse of time, or both, would 
constitute a default under any Contract as of the Closing Date.  
All of the Contracts are in full force and effect and constitute 

<PAGE>

legal, valid and binding obligations of the parties thereto in 
accordance with their terms, and except as set forth in Exhibit 
2.10, are capable of assignment to Holdings pursuant to this 
Agreement without any notice to or consent by any other party.

		2.11	True and Complete Copies.  Copies of all agree-
ments, contracts and documents delivered and to be delivered 
hereunder by Seller or the Stockholders are and will be true and 
complete copies of such agreements, contracts and documents.  All 
written summaries of oral agreements will be true and complete.

		2.12	Title and Related Matters.  Except as set forth in 
Exhibit 2.12, Seller has good and marketable title to all of the 
properties and assets reflected in the Balance Sheet or acquired 
after the date thereof (except properties sold or otherwise 
disposed of since the date thereof in the ordinary course of 
business and consistent with past practices) including, without 
limitation, the specific assets referred to in paragraphs (a), (b) 
and (c) below, free and clear of all mortgages, security inter-
ests, liens, pledges, claims, escrows, options, rights of first 
refusal, indentures, easements, licenses, security agreements or 
other agreements, arrangements, contracts, commitments, 
understandings, obligations, charges or encumbrances of any kind 
or character, except as reflected on the Balance Sheet.  Seller 
owns or leases, directly or indirectly, all of the assets and 
properties, and is a party to all licenses and other agreements, 
presently used or necessary to carry on the business or operations 
of Seller as presently conducted.

		(a)	Real Property.

			(i)	Seller has good and marketable title in fee 
simple to the land, including buildings and improvements thereon, 
shown on the Balance Sheet.  All such land, buildings and 
improvements of Seller are owned free and clear of all encum-
brances, restrictions and charges of every kind and character 
including, without limitation, any of the various types listed 
above, except as set forth on Exhibit 2.12.

			(ii)	Seller is not a tenant under any lease(s) of 
real property used by Seller except as described on Exhibit 2.10.  
With respect to the leased real property described on Exhibit 2.10 
and except as set forth on Exhibit 2.12: (A) all such leases are 
in full force and effect and constitute valid and binding 
obligations of the respective parties thereto; (B) there have not 
been and there currently are not any defaults thereunder by any 
party thereto; (C) no event has occurred which (whether with or 
without notice, lapse of time or the happening or occurrence of 
any other event) would constitute a default thereunder entitling 
the lessor to terminate the lease; and (D) the continuation, 
validity and effectiveness of all such leases under the current 
rentals and other current terms thereof will in no way be affected 
by the transactions contemplated by this Agreement or, if any 
would be affected, the Stockholders shall use all necessary means 
at their disposal to cause an appropriate consent to such 
transactions to be delivered to Holdings prior to the Closing 
Date, at no cost or other adverse consequences to Seller 
(subsections 2.12(a)(ii)(A) through (D) are hereinafter 
collectively referred to as "Lease Restrictions").

			(iii)	Except as shown on Exhibit 2.12, each 
parcel of real property, building, structure and improvement 
owned, leased or otherwise utilized by Seller (collectively 
the "Premises") conforms to all applicable Laws, including 
zoning regulations, none of which will, upon the sale of the 

<PAGE>

Purchased Assets to Holdings, prohibit the use of such 
properties, buildings, structures or improvements, for the 
purposes for which they are now utilized.  The Premises are 
of good quality construction throughout, are in good 
condition and working order, are adequate for their intended 
purposes, have no structural or other substantial deficien-
cies, and are free from deferred maintenance.

			(iv)	Seller does not currently have, and in 
the past has not had, any interest (as owner, tenant or 
otherwise) in any real property except as disclosed on 
Exhibit 2.12.

		(b)	Personal Property.  Seller has good and marketable 
title to all the personal property and assets, tangible or 
intangible, shown on the Balance Sheet, except to the extent sold 
or disposed of in transactions entered into in the ordinary course 
of business consistent with past practices since the Financial 
Statement Date.  As of the date of closing, the personal property 
in the aggregate is in good condition and working order, and each 
individual item of personal property which would cost in excess of 
$5,000 to replace is in good condition and working order.  None of 
such assets are subject to any (i) contracts of sale or lease, 
except contracts for the sale of inventory in the ordinary and 
regular course of business; or (ii) security interests, 
encumbrances, liens or charges of any kind or character, except as 
set forth in Exhibit 2.12.  Except as set forth in Exhibit 2.12, 
there are no Lease Restrictions with respect to the personal 
property leased by Seller.

		(c)	Inventories.  In addition to subsection (b) of 
this Section, the inventories of Seller included on the Balance 
Sheet, to be included on interim balance sheets provided pursuant 
to Section 4.8 and owned by Seller on the Closing Date:  (i) are 
valued with respect to each category of inventory at the lower of 
cost (on a FIFO basis) or market; and (ii) do not include any 
items which are below standard quality, damaged or spoiled, 
obsolete or of a quality or quantity not usable or salable in the 
normal course of the business of Seller as currently conducted 
within normal inventory "turn" experience, the value of which has 
not been fully written down, or with respect to which adequate 
reserves have not been provided.  Seller has the proper amount of 
inventories to conduct its business consistent with past 
practices.  There has not been since the Financial Statement Date 
any provision for markdowns or shrinkage with respect to 
inventories other than in the ordinary and regular course of 
business consistent with past practices or as otherwise consented 
to by Holdings.

		(d)	No Disposition of Assets.  Since the Financial 
Statement Date, there has not been any sale, lease or any other 
disposition or distribution by Seller of any of its assets or 
properties and any other assets now or hereafter owned by it, 
except transactions in the ordinary and regular course of business 
consistent with past practices or as otherwise consented to by 
Holdings.

		2.13	Litigation.  Except as set forth in Exhibit 2.13, 
there is no suit, action, investigation or proceeding pending or, 
to the knowledge of Seller or any of the Stockholders, threatened 
against Seller or the Stockholders or which, if adversely 
determined, would adversely affect the business, prospects, 
operations, earnings, properties or the condition, financial or 
otherwise, of Seller nor is there any judgment, decree, injunc-
tion, rule or order of any court, governmental department, commis-
sion, agency, instrumentality or arbitrator outstanding against 
Seller having, or which, insofar as can be reasonably foreseen, in 
the near future may have, any such effect.


<PAGE>

		2.14	Tax Matters.  The term "Taxes" means all net 
income, capital gains, gross income, gross receipts, sales, use, 
transfer, ad valorem, franchise, profits, license, capital, 
withholding, payroll, employment, excise, goods and services, 
severance, stamp, occupation, premium, property, assessments, or 
other governmental charges of any kind whatsoever, together with 
any interest, fines and any penalties, additions to tax or 
additional amounts incurred or accrued under applicable federal, 
state, local or foreign tax law or assessed, charged or imposed by 
any governmental authority, domestic or foreign, provided that any 
interest, penalties, additions to tax or additional amounts that 
relate to Taxes for any taxable period (including any portion of 
any taxable period ending on or before the Closing Date) shall be 
deemed to be Taxes for such period, regardless of when such items 
are incurred, accrued, assessed or charged.  For purposes of this 
Section 2.14 and Section 6.6, Seller shall be deemed to include 
any predecessor of Seller or any person or entity from which 
Seller incurs a liability for Taxes as a result of transferee 
liability.  Except as stated in Exhibit 2.14.1: 

		(a)	Seller has, or will, duly and timely filed true, 
correct and complete tax returns, reports or estimates, all 
prepared in accordance with applicable laws, for all years and 
periods (and portions thereof) and for all jurisdictions (whether 
federal, state, local or foreign) in which any such returns, 
reports or estimates were due.  All Taxes shown as due and payable 
on such returns, reports and estimates have been, or will be 
timely, paid, and there is no current liability for any Taxes due 
and payable in connection with any such returns that have 
previously been filed.  Any charges, accruals and reserves for 
Taxes provided for on the financial statements delivered or to be 
delivered pursuant to Section 2.7 and Section 4.8 are adequate.  
There are no existing liens for Taxes upon any of the Purchased 
Assets.  Attached hereto as Exhibit 2.14.2 are copies of all 
federal, state and foreign tax returns filed by Seller for the 
past five (5) years.  All applicable sales taxes, to the extent 
due, were paid by Seller when the Purchased Assets were acquired 
by Seller.

		(b)	Seller has (i) withheld all required amounts from 
its employees, agents, contractors and nonresidents and will or 
has timely remitted such amounts to the proper agencies; (ii) 
paid, or will timely pay, all employer contributions and premiums; 
and (iii) filed, or will timely file, all federal, state, local 
and foreign returns and reports with respect to employee income 
tax withholding, and social security and unemployment taxes and 
premiums, all in compliance with the withholding tax provisions of 
the Internal Revenue Code of 1986, as amended (the "Code"), or any 
prior provision of the Code and other applicable laws.

		(c)	None of the Purchased Assets is tax exempt use 
property under Code Section 168(h).  None of the Purchased Assets 
of Seller is property that Seller is required to treat as being 
owned by any other person pursuant to the safe harbor lease 
provision of former Code Section 168(f)(8).

		(d)	No portion of the cost of any of the Purchased 
Assets was financed directly or indirectly from the proceeds of 
any tax exempt state or local government obligation described in 
Code Section 103(a).

		(e)	Seller has no (and has not previously had any) 
permanent establishment in any foreign country and Seller does not 
engage (and has not previously engaged) in a trade or business 

<PAGE>

within the meaning of the Code relating to the creation of a 
permanent establishment in any foreign country.

		(f)	Seller is not a foreign person within the meaning 
of Code Section 1445.

		(g)	Neither the Code nor any other provision of law 
requires Holdings to withhold any portion of the Purchase Price.

		2.15	Government Contracts.  No Contract or other aspect 
of the business of Seller is subject to the Armed Services 
Procurement Regulations or other regulations of any governmental 
agency.  Seller has not bid on or been awarded any "small business 
set aside contract", any other "set aside contract" or other order 
or contract requiring small business or other special status at 
any time during the last three (3) years.  None of Seller's 
expected sales or orders will be lost, and Seller's customer 
relations will not be damaged, as a result of Holdings continuing 
the operations of Seller as an entity that does not qualify as a 
small business.

		2.16	Compliance with Law.

  (a) Seller has not previously failed and is not 
currently failing to comply with any applicable Laws relating to 
the business of Seller or the operation of its assets where such 
failure or failures would individually or in the aggregate have an 
adverse effect on the financial condition, business, operations or 
prospects of Seller.  In particular, but without limiting the 
generality of the foregoing, Seller is in compliance with all 
applicable Laws relating to anti-competitive practices, price 
fixing, health and safety, environmental, employment and 
discrimination matters.  There are no proceedings of record and no 
proceedings are pending or threatened, nor has Seller or any of 
the Stockholders received any written notice regarding any 
violation of any Law including, without limitation, any require-
ment of OSHA or any pollution or environmental control agency 
(including air and water).

  (b) Exhibit 2.16 contains copies of all reports of 
inspections by representatives of any federal, state or local 
governmental entity or agency of the Seller's business and 
properties from January 1, 1994 through the date hereof under OSHA 
and under all other applicable health and safety Laws.  The 
deficiencies, if any, noted on such reports or any deficiencies 
noted by such inspections through the Closing Date shall be 
corrected by the Closing Date.  Neither Seller nor any of the 
Stockholders know or have reason to know of any other safety, 
health, environmental, anti-competitive or discrimination problems 
relating to the financial condition, business, assets, operations, 
prospects, earnings or employment practices of Seller.
		
  2.17	Absence of Certain Business Practices.  None of 
Seller, the Stockholders, any person or entity related to or 
affiliated with Seller or any of the Stockholders, any officer, 
employee or agent of Seller or any of the Stockholders, any other 
person or entity acting on behalf of or associated with Seller or 
any of the Stockholders, nor any other entity directly or 
indirectly owned or controlled by Seller or any of the 
Stockholders, acting alone or together, has (a) received, directly 
or indirectly, any rebates, payments, commissions, promotional 
allowances or any other economic benefit, regardless of its nature 
or type, from any customer, supplier, trading company, shipping 


<PAGE>


company, governmental employee or other entity or individual with 
whom Seller has done business directly or indirectly; or (b) 
directly or indirectly, given or agreed to give any gift or 
similar benefit to any customer, supplier, trading company, 
shipping company, governmental employee or other person or entity 
who is or may be in a position to help or hinder the business of 
Seller (or assist Seller in connection with any actual or proposed 
transaction) which (i) might subject Seller to any damage or 
penalty in any civil, criminal or governmental litigation or 
proceeding, (ii), if not given in the past, might have had an 
adverse effect on the assets, business or operations of Seller as 
reflected in the financial statements set forth as Exhibit 2.7 or 
(iii), if not continued in the future, might adversely affect the 
assets, business, operations or prospects of Seller or which might 
subject Seller to suit or penalty in any private or governmental 
litigation or proceeding.

		2.18	ERISA and Related Employee Benefit Matters.

		(a)	Welfare Benefit Plans.  Exhibit 2.18.1 lists each 
"employee welfare benefit plan" (within the meaning of Section 
3(1) of the Employee Retirement Income Security Act of 1974 
("ERISA")) maintained by Seller or to which Seller contributes or 
is required to contribute, including any multiemployer plan 
("Welfare Benefit Plan") and sets forth as of the most recent 
valuation date (i) the amount of any liability of Seller for 
payments due with respect to any Welfare Benefit Plan, (ii) the 
amount of any payment made and to be made, stated separately, by 
Seller with respect to any Welfare Benefit Plan for the plan year 
during which the Closing is to occur, and (iii) with respect to 
any Welfare Benefit Plan to which Section 505 of the Code applies, 
a statement of assets and liabilities for such Welfare Benefit 
Plan as of the most recent valuation date.  Without limiting the 
foregoing, Exhibit 2.18.1 discloses any obligations of Seller to 
provide retiree health benefits to current or former employees of 
Seller.

		(b)	Pension Benefit Plans.  Exhibit 2.18.2 lists each 
"employee pension benefit plan" (within the meaning of Section 
3(2) of ERISA) maintained by Seller or to which Seller contributes 
or is required to contribute, including any multiemployer plan 
("Pension Benefit Plan").  All costs of each Pension Benefit Plans 
have been provided for on the basis of consistent methods and, if 
applicable, in accordance with sound actuarial assumptions and 
practices that are acceptable under ERISA.  With respect to each 
Pension Benefit Plan that is subject to Title I, Part 3 of ERISA 
(concerning "funding"), Exhibit 2.18.2 sets forth as of the 
valuation date (i) the unfunded liability for all accrued 
benefits, (ii) the funding method, (iii) the actuarially computed 
value of vested benefits, (iv) the fair market value of the assets 
held for funding purposes, (v) the amount and plan year of any 
"accumulated funding deficiency," as defined in Section 302(a)(2) 
of ERISA (arising for any reason whatever) that exists with 
respect to any plan year, and (vi) the amount of any contribution 
by Seller paid and to be paid, stated separately, for the plan 
year during which the Closing is to occur.  With respect to each 
Pension Benefit Plan that is not subject to Title I, Part 3 of 
ERISA, Exhibit 2.18.2 sets forth as of the valuation date (i) the 
amount of any liability of Seller for any contributions due with 
respect to such Pension Benefit Plan and (ii) the amount of any 
contribution paid and to be paid, stated separately, by Seller 
with respect to such Pension Benefit Plan for the plan year during 
which the Closing is to occur.

		(c)	Compliance with Applicable Law.  Each Pension 
Benefit Plan, Welfare Benefit Plan, and any related trust 
agreements, annuity contracts, and other funding instruments, 
comply with the provisions of ERISA and the Code and all other 
statutes, orders, governmental rules,  and regulations applicable 


<PAGE>

to such Welfare Benefit Plans and Pension Benefit Plans.  Seller 
has performed all of its obligations currently required to have 
been performed under all Welfare Benefit Plans and Pension Benefit 
Plans.  There are no actions, suits or claims (other than routine 
claims for benefits) pending or threatened against or with respect 
to any Welfare Benefit Plans, Pension Benefit Plans or the assets 
of such plans, and no facts exist that could give rise to any 
actions, suits or claims (other than routine claims for benefits) 
against such plans or the assets of such plans.  Each Pension 
Benefit Plan is qualified in form and operation under Section 
401(a) of the Code, the Internal Revenue Service has issued a 
favorable determination letter with respect to each Pension 
Benefit Plan, and no event has occurred that will or could give 
rise to a disqualification of any Pension Benefit Plan under Code 
section 401(a).  No event has occurred that will or could subject 
any Welfare Benefit Plan or Pension Benefit Plan to tax under 
Section 511 of the Code.

		(d)	Administration of Plans.  Each Welfare Benefit 
Plan and each Pension Benefit Plan has been administered to date 
in compliance with the requirements of ERISA and the Code.  No 
plan fiduciary of any Welfare Benefit Plan or Pension Benefit Plan 
has engaged in (i) any transaction in violation of Section 406(a) 
or (b) of ERISA, or (ii) any "prohibited transaction" (within the 
meaning of Section 408 of ERISA or Section 4975(c)(1) of the Code) 
for which no exemption exists under Section 408 of ERISA or 
Section 4975(d) of the Code.

		(e)	Title IV Plans.  With respect to each Pension 
Benefit Plan that is subject to the provisions of Title IV of 
ERISA in which Seller (for purposes of this subsection "Seller"  
includes each trade or business, whether or not incorporated, 
which is a member of a group of which Seller is a member and which 
is under common control within the meaning of Section 414 of the 
Code and the regulations thereunder) participates or has 
participated, (i) Seller has not withdrawn from such Pension 
Benefit Plan during a plan year in which it was a "substantial 
employer" (as defined in Section 4001(a) (2) of ERISA), (ii) 
Seller has not completely or partially withdrawn from a Pension 
Benefit Plan that is a multiemployer plan, and the liability to 
which Seller would become subject under ERISA if Seller were to 
withdraw completely from all multiemployer plans in which it 
currently participates is not in excess of $2,000 as of the most 
recent valuation date applicable thereto, (iii) Seller has not 
filed a notice of intent to terminate any such Pension Benefit 
Plan or adopted any amendment to treat such Pension Benefit Plan 
as terminated, (iv) the Pension Benefit Guaranty Corporation has 
not instituted proceedings to terminate any such Pension Benefit 
Plan, (v) no other event or condition has occurred that might 
constitute grounds under Section 4042 of ERISA for the termination 
of, or the appointment of a Trustee to administer, any such 
Pension Benefit Plan, (vi) all required premium payments to the 
Pension Benefit Guaranty Corporation have been paid when due, and 
(vii) no "reportable event" (as described in Section 4043 of ERISA 
and the regulations thereunder) has occurred with respect to said 
Pension Benefit Plan.

		(f)	Other Employee Benefit Plans and Agreements.  
Exhibit 2.18.3 lists each cafeteria, fringe benefit, profit 
sharing, deferred compensation, bonus, stock option, stock 
purchase, pension, retainer, consulting, retirement, welfare or 
other incentive plan or agreement, fringe benefit program or 
employment agreement not terminable on 30 days or less written 
notice, and any other employee benefit plan, agreement, 
arrangement, or commitment not previously listed on the Exhibits 
to this Section that is maintained by Seller or to which Seller 
contributes or is required to contribute ("Other Benefit 

<PAGE>

Arrangements").  Exhibit 2.18.3 also contains a complete list of 
all employees of Seller and the amount of vacation pay currently 
accrued to each such employee.

		(g)	Copies of Plans.  Exhibit 2.18.4 includes true and 
complete copies of:  each Welfare Benefit Plan; each Pension 
Benefit Plan; related trust agreements, annuity contracts, and 
other funding instruments; each Other Benefit Arrangement; 
favorable determination letters; annual reports (Form 5500 series) 
required to be filed with any governmental agency for each Welfare 
Benefit Plan, each Pension Benefit Plan and Other Benefit 
Arrangement for the most recent three plan years, including, 
without limitation, all schedules thereto and all financial 
statements with attached opinions of independent accountants; 
current summary plan descriptions for all Welfare Benefit Plans,  
Pension Benefit Plans and Other Benefit Arrangements; and 
actuarial reports as of the last valuation date for each Pension 
Benefit Plan that is subject to Title IV of ERISA.

		(h)	Continuation Coverage Requirements for Health 
Plans.  All group health plans of Seller (including any plans of 
affiliates of Seller that must be taken into account under Section 
4980B of the Code) have been operated in compliance with the group 
health plan continuation coverage requirements of Section 4980B of 
the Code and Title I, Part 6 of ERISA. 

		(i)	Valid Obligations.  All Welfare Benefit Plans, 
Pension Benefit Plans, related trust agreements, annuity contracts 
or other funding instruments, and all plans, agreements, 
arrangements and commitments referred to in subsection (f) of this 
Section are legal, valid and binding and in full force and effect, 
and there are no defaults thereunder.  Except as specified in 
Exhibit 2.18.5, none of the rights of Seller thereunder will be 
impaired by the consummation of the transactions contemplated by 
this Agreement, and all of the rights of Seller thereunder will be 
enforceable by Holdings at and after the Closing without the 
consent or agreement of any other party other than consents and 
agreements specifically listed in Exhibit 2.18.5.

		2.19	Intellectual Property.  Seller has good and 
marketable title to, owns all right, title, and interest in the 
world in, to and under, each copyright, trademark, trade name, 
service mark, trade dress, patent, franchise, invention, program, 
source code, object code, software, trade secret, product 
designation, formula, process, know-how, right of publicity, 
design and other similar rights (collectively "Intellectual 
Property Rights"), including those listed in Exhibit 2.19, used 
in, or necessary for, the operation of its business as currently 
conducted.  Except as otherwise set forth on Exhibit 2.19, all of 
said Intellectual Property Rights, the right to use them, and the 
right to convey them, are free and clear of all royalty 
obligations, security interests, liens and encumbrances.  Seller 
has (i) the exclusive right to use all Intellectual Property 
Rights listed in Exhibit 2.19 and any copyrights used in, or 
necessary for, the operation of its business as currently 
conducted and (ii) the non-exclusive right to use all Intellectual 
Property Rights (other than those in clause (i) of this Section 
2.19) used in, or necessary for, the operation of its business as 
currently conducted.  The Stockholders and Seller have utilized 
best efforts necessary to protect against and defend against, and 
have no knowledge of, any conflicting and/or infringing use of any 
such Intellectual Property Rights.  Seller does not have nor does 
Seller utilize any Intellectual Property Rights except those which 
are set forth in Exhibit 2.19.  Except as set forth in Exhibit 
2.19, Seller is not a party in any capacity to any franchise, 
license, royalty or other agreement respecting or restricting any 
Intellectual Property Rights, and, except as set forth on Exhibit 
2.19, the Intellectual Property Rights of the Seller do not 
conflict with, infringe upon and/or violate the Intellectual 
Property Rights or other rights of any third party.  No product, 


<PAGE>

including final and intermediate products, made, imported, offered 
for sale, sold or distributed by Seller, or service provided by 
Seller, violates any license or infringes any Intellectual 
Property Rights or other rights of any third party, and, except as 
set forth on Exhibit 2.19, there are no pending allegations, 
claims or demands by any third party to the contrary.  Neither 
Seller nor any of the Stockholders are aware that any such claim 
or demand has been, will be or is likely to be made or of any fact 
or circumstance that could reasonably give rise to such a claim or 
demand.  The Intellectual Property Rights are valid and 
enforceable.

		2.20	Warranties.  Except as set forth in Exhibit 2.20, 
there are no claims existing or threatened under or pursuant to 
any warranty, whether expressed or implied, on products or 
services sold by Seller and the Balance Sheet reserves, if any, 
for anticipated claims are adequate to cover any such claims.  
Exhibit 2.20 includes a copy of the form of all written warranties 
furnished by Seller to purchasers of any product since January 1, 
1993, excluding those warranties provided for in customer 
contracts.

		2.21	Labor Relations.  Except as set forth in Exhibit 
2.21, there have been no strikes, work stoppages or any demands 
for collective bargaining by any union or labor organization since 
January 1, 1993; there is no collective bargaining relationship 
between Seller and any union; there is no dispute or controversy 
with any union or other organization of Seller's employees and 
there are no arbitration proceedings pending or threatened 
involving a dispute or controversy.  Seller is in full compliance 
with all Laws respecting employment and employment practices, 
terms and conditions of employment and wages and hours including, 
without limitation, the Fair Labor Standards Act, the Family and 
Medical Leave Act of 1993, the Americans with Disabilities Act of 
1990, the Veterans Reemployment Rights Act, the Equal Employment 
Opportunities Act as amended by the Civil Rights Act of 1991, the 
Occupational Safety and Health Act, the Employee Retirement Income 
Security Act, the Immigration Reform and Control Act of 1986, the 
Age Discrimination in Employment Act, Title VII of the Civil 
Rights Act of 1964, the Older Workers Benefit Protective Act, and 
all other Laws, each as amended to date, relating to 
employer/employee rights and obligations.  Seller currently has 
satisfactory relationships with its employees.  Except as 
disclosed in Exhibit 2.21 and since January 1, 1993, no non-
officer employees or officers of Seller have resigned, advised 
Seller of an intention to resign from such employment or refused 
to continue employment with Seller whose annual wages exceeded 
$30,000.  Exhibit 2.21 lists each former employee and/or officer 
of Seller whose aggregate annualized compensation exceeded $30,000 
and whose employment by Seller has ceased for any reasons since 
January 1, 1993.  Set forth opposite the name of each such 
employee and/or officer are:  the positions held; the beginning 
and ending employment dates; and the reason for the cessation of 
employment.

		2.22	Insurance.  Exhibit 2.22 lists and includes copies 
of all certificates of coverage regarding all of Seller's existing 
insurance policies, the premiums therefor and the coverage of each 
policy.  Such policies and the amount of coverage and the risks 
insured are, in the aggregate, sufficient to protect and insure 
Seller against perils which good business practice demands be 
insured against or which are normally insured against by other 
industry members similarly situated, and will remain in full force 
and effect after the Closing for a period of time to be determined 
by Seller.

<PAGE>

		2.23	Products Liability.  There exist no claims, 
whether known or unknown, against Seller for injury to person or 
property of its employees or any third parties suffered as a 
result of the sale of any product or performance of any service by 
Seller including, but not limited to, claims arising out of the 
defective or unsafe nature of its products or services.  Seller, 
to the best of their knowledge and belief, has full and adequate 
insurance coverage for potential products liability claims against 
it.  The products liability and personal injury insurance 
maintained by Seller has been on an "occurrence" basis during the 
six (6) year period prior to the Closing Date.

		2.24	Environmental.  

		(a)	For purposes of this Section:

		(i)	"Hazardous Materials" means any hazardous, 
infectious or toxic substance, chemical, pollutant, contaminant, 
emission or waste which is or becomes regulated by  any local, 
state, federal or foreign authority.  Hazardous Materials include, 
without limitation, anything which is:  (i) defined as a 
"pollutant" pursuant to 33 U.S.C. 1362(6); (ii) defined as a 
"hazardous waste" pursuant to 42 U.S.C. 6921; (iii) defined as a 
"regulated substance" pursuant to 42 U.S.C.  6991; (iv) defined 
as a "hazardous substance" pursuant to 42 U.S.C.  9601(14); (v) 
defined as a "pollutant or contaminant" pursuant to 42 U.S.C. 
 9601(33); (vi) petroleum; (vii) asbestos; and (viii) 
polychlorinated biphenyl.

			(ii)	"Environmental Laws and Regulations" means 
all limitations, restrictions, conditions, standards, 
prohibitions, requirements, obligations, schedules and timetables 
contained in any Laws relating to pollution, nuisance, or the 
environment including, without limitation, (i) the Federal Clean 
Air Act, 42 U.S.C.  7401 et seq.; (ii) the Comprehensive 
Environmental Response, Compensation, and Liability Act, 42 U.S.C. 
 9601 et seq.; (iii) the Federal Emergency Planning and Community 
Right-to-Know Act, 42 U.S.C. ' 1101 et seq.; (iv) the Federal 
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C.  136 et 
seq.; (v) the Federal Water Pollution Control Act, 33 U.S.C. 
 1251 et seq.; (vi) the Solid Waste Disposal Act, 42 U.S.C. 
 6901 et seq.; (vii) the Toxic Substances Control Act, 15 U.S.C. 
 2601 et seq.; (viii) Laws relating in whole or part to 
emissions, discharges, releases, or threatened releases of any 
Hazardous Material; and (ix) Laws relating in whole or part to the 
manufacture, processing, distribution, use, coverage, disposal, 
transportation, storage or handling of any Hazardous Material.

		(b)	The operations and activities of Seller comply, 
and have in the past complied, in all respects, with all 
Environmental Laws and Regulations.  There are no pending or 
currently proposed changes to any Environmental Laws and 
Regulations which, when implemented or effective, may affect the 
operations of Seller.

		(c)	Seller has obtained and is and has been in full 
compliance with all requirements, permits, licenses and other 
authorizations which are required with respect to Seller's 
operations, as well as the transactions contemplated hereby under 
all Environmental Laws and Regulations.  Exhibit 2.24 lists each 
such permit, license or other authorization.  There are no other 
such permits, licenses or other authorizations which are required 
by any Environmental Laws and Regulations after the Closing.

<PAGE>


		(d)	There is no civil, criminal, administrative or 
other action, suit, demand, claim, hearing, notice of violation, 
proceeding, investigation, notice or demand pending, received, or, 
to the best knowledge of the Seller, threatened against Seller 
relating in any way to any Environmental Laws and Regulations.

		(e)	Seller has not caused or experienced any past or 
present events, conditions, circumstances, plans or other matters 
which:  (i) are not in compliance with all Environmental Laws and 
Regulations; (ii) may give rise to any statutory, common law, or 
other legal liability, or otherwise form the basis of any claim, 
action, demand, suit, proceeding, hearing, notice of violation or 
investigation based on or relating to Hazardous Materials 
including, without limitation, such matters relating to any 
property owned, leased or utilized by Seller at any time; (iii) 
arise from inventory of or waste from Hazardous Materials; or 
(iv) arise from any off-site disposal, release or threatened 
release of Hazardous Materials.

		(f)	No asbestos, polychlorinated biphenyls, lead-based 
paints, or radon are on any real property or in any building now 
or previously owned, operated, leased or utilized by Seller.
	
 	(g)	No employee or former employee of Seller has been 
exposed to any Hazardous Material owned, produced or utilized by 
Seller or any former subsidiary.
	
 	(h)	Seller has not received any notice or indication 
from any governmental agency or private or public entity advising 
it that it is or may be responsible for any investigation or 
response costs with respect to a release, threatened release or 
cleanup of chemicals or materials produced by or resulting from 
any business, commercial or industrial activities, operations or 
processes, including, without limitation, any Hazardous Materials.  
Seller is not aware of any facts which might give rise to such 
notices.

		(i)	No underground tanks, piping or subsurface 
structures of any type exist or have existed on any real property 
now or previously owned, operated, leased or utilized by Seller.

		(j)	Exhibit 2.24 contains complete copies of all 
environmental investigations, assessments, audits, studies, tests 
and related materials in possession of Seller, or known to Seller 
to exist, which relate to the current or prior operations of 
Seller or any real property now or previously owned, operated, 
leased or utilized by Seller.

		2.25	Capital Expenditures.  Seller has outstanding 
commitments for capital expenditures as set forth in Exhibit 2.25 
which includes a schedule of substantially all monies disbursed on 
account of capital expenditures made by Seller between the 
Financial Statement Date and the date hereof. 

		2.26	Suppliers.  No suppliers of goods or services to 
Seller that has made sales or provided services representing, 
individually or in the aggregate, more than $5,000 in payments or 
commitments by Seller within the last twelve (12) months has (i) 
ceased, or indicated any intention to cease, doing business with 
Seller, or (ii) changed or indicated any intention to change any 
terms or conditions for future supply or sale of products or 
services from the terms or conditions that existed with respect to 
the supply or sale of such products or services during the twelve 
(12) month period ending on the date hereof.  There exists a 


<PAGE>

potential for price increases due to market conditions or other 
variables outside of the control of Seller.

		2.27	Dealings with Affiliates.  Exhibit 2.27 sets forth 
a complete list (including the parties) and copies (or a detailed 
summary in the case of an oral agreement) of all oral or written 
contracts, arrangements or other agreements to which Seller or any 
Affiliate is, will be or has been a party at any time from January 
1, 1993, to the Closing Date, and to which any other Affiliate or 
Seller was or is also a party.  

		2.28	Business Generally.  Since January 1, 1996, there 
have been no events, transactions or information which have come 
to the attention of Seller or any of the Stockholders (other than 
matters in the public domain) which could be expected to have an 
adverse effect on the business and operations of Seller, and 
Seller is not a party to any agreement, contract or covenant 
limiting Seller from competing in any line of business or with any 
person or other entity in any geographic area.

		2.29	Bank Accounts.  Exhibit 2.29 is a list of all bank 
accounts, lock boxes, safe deposit boxes and post office boxes 
maintained in the name of or controlled by Seller and the names of 
the persons having access thereto.

		2.30	Compensation.  Exhibit 2.30 lists the current job 
title and total remuneration (including, without limitation, 
salary, commissions and bonuses) for each of the Stockholders and 
for each officer, director, employee or consultant of Seller in 
the past two fiscal years.  Except as disclosed on Exhibit 2.30, 
Seller has not since the Financial Statement Date and will not 
prior to the Closing Date increase or commit to increase the base 
compensation, bonus or the rate (or any other component) of total 
compensation payable or to become payable by Seller to any 
employee (including any director or officer), whether such person 
is listed on Exhibit 2.30 or not, and no extraordinary 
compensation, commission, or bonus will be paid by Seller except 
as disclosed to Holdings and in preparation for Closing to assure 
that the minimum NOA requirements of this Agreement are satisfied.

		2.31	Disclosure.  All representations of Seller, 
Stockholder and Holdings are memorialized in this Agreement, no 
previous communications, whether oral, written, electronic or in 
any other form and not a part of this Agreement can be relied upon 
by any party, to this Agreement, as a material fact or statement 
for inducement for any of the transactions contemplated by this 
Agreement.


                           	ARTICLE III
	
             REPRESENTATIONS AND WARRANTIES OF HOLDINGS

		Holdings hereby represents and warrants to Seller as 
follows:

<PAGE>

		3.1	Corporate Organization, etc.  Holdings is a 
corporation duly organized, validly existing and in good standing 
under the laws of the state of Delaware and will be qualified to 
do business in Florida on the Closing Date.  

		3.2	Capitalization.  As of the date of this Agreement, 
Holdings has authorized capital stock consisting of 10,000 shares 
of common stock, $1.00 par value per share.

		3.3	Authorization, etc.  Holdings has full corporate 
power and authority to enter into this Agreement and to carry out 
the transactions contemplated hereby.  The Board of Directors of 
Holdings has duly authorized the execution and delivery of this 
Agreement and the transactions contemplated hereby, and no other 
corporate proceedings on its part are necessary to authorize this 
Agreement and the transactions contemplated hereby.

		3.4	No Violation.  Holdings is not subject to or obli-
gated under any certificate of incorporation, bylaw, Law, or any 
agreement or instrument, or any license, franchise or permit, 
which would be breached or violated by its execution, delivery or 
performance of this Agreement.  Holdings will comply with all Laws 
in connection with its execution, delivery and performance of this 
Agreement and the transactions contemplated hereby.

		3.5	Governmental Authorities.  Holdings is not 
required to submit any notice, report or other filing with and no 
consent, approval or authorization is required by any governmental 
or regulatory authority in connection with Holdings' execution or 
delivery of this Agreement or the consummation of the transactions 
contemplated hereby.

		3.6	Contracts and Agreements.  Holdings warrants and 
agrees that by purchase of the assets only and not the stock of 
the  shareholders, that existing contracts and agreements between 
Seller and its' customers and vendors may not be assignable.  
Holdings recognizes and accepts the risk that contracted parties 
may renegotiate or otherwise change the terms in which the Seller 
has conducted business.

                             	ARTICLE IV

               	COVENANTS OF SELLER AND STOCKHOLDER

		Except as otherwise consented to or approved by 
Holdings in writing, Seller and each of the Stockholders jointly 
and severally covenant and agree (and will cause Seller to act or 
refrain from acting where required hereinafter) as follows:

		4.1	Regular Course of Business.  Except as is 
necessary to enable the Seller to meet the financial requirements 
for closing, Seller will operate its business in the ordinary 
course, diligently and in good faith, consistent with past 
management practices; will maintain all of its properties in 
customary repair, order and condition, reasonable wear and tear 
excepted; will maintain (except for expiration due to lapse of 
time) all leases and contracts described herein in effect without 
change except as expressly provided herein; will comply with the 
provisions of all Laws, applicable to the conduct of its business 
in a manner consistent with its past practices, will not engage in 


<PAGE>

any significant or unusual transaction; will not cancel, release, 
waive or compromise any debt, claim or right in its favor having a 
value in excess of $2,000 other than in connection with returns 
for credit or replacement in the ordinary course of business; will 
maintain insurance coverage up to the Closing Date in amounts 
adequate to protect and insure Seller against perils which good 
business practice demands be insured against or which are normally 
insured against by other industry members similarly situated.

		4.2	Amendments.	Except as required for the 
transactions contemplated in this Agreement, no change or 
amendment shall be made in Seller's articles or certificate of 
incorporation or bylaws.  Seller will not merge into or 
consolidate with any other corporation or person, or change the 
character of its business.

		4.3	Capital Changes.	Seller will not issue or sell 
any shares of its capital stock of any class or issue or sell any 
securities convertible into, or options, warrants to purchase or 
rights to subscribe to, any shares of its capital stock of any 
class.

		4.4	Dividends; Bonuses.	Except for the distributions 
set forth on Exhibit 4.4 (the "Permitted Distributions"), from 
April 1, 1998 until the Closing, Seller will not reduce Operating 
Cash or NOA and will not directly or indirectly, redeem, purchase 
or otherwise acquire any shares of its capital stock.  

		4.5	Capital and Other Expenditures.	Seller will not 
make any capital expenditures, or commitments with respect 
thereto, except as set forth in Exhibit 2.25.  Seller will not 
prepay any debt or obligation in excess of $2,000 (except for (i) 
prepaying trade accounts payable in the normal course of business 
to take advantage of cash discounts, and (ii) amounts paid in 
satisfaction of tax and pension liabilities).

		4.6	Borrowing.  Seller will not incur, assume or 
guarantee any indebtedness or capital leases.  Seller will not 
create or permit to become effective any mortgage, pledge, lien, 
encumbrance or charge of any kind upon its assets other than in 
the ordinary course of business.

		4.7	Other Commitments.  Except in the ordinary course 
of business consistent with past practices, Seller will not enter 
into any transaction, make any commitment or incur any obligation.

		4.8	Interim Financial Information.  Seller will supply 
Holdings with unaudited monthly financial statements when 
available for each month ending between the Financial Statement 
Date and the Closing Date certified by its President and Chief 
Financial Officer as having been prepared in accordance with 
procedures employed by Seller in preparing prior monthly financial 
statements.  All such financial statements shall be accompanied by 
a certificate of Seller's President and Chief Financial Officer 
certifying that such financial statements were prepared in 
accordance with procedures employed by Seller in preparing prior 
monthly financial statements on a basis consistent with the 
unaudited financial statements for the preceding months and such 
unaudited statements include all adjustments (all of which were 
normal recurring adjustments) necessary to fairly present the 
financial position, results of operations and changes in financial 
position at and for such period.


<PAGE>


		4.9	Full Access and Disclosure.

		(a)	Seller shall afford to Holdings and its counsel, 
accountants and other authorized representatives reasonable access 
during business hours to Seller's plants, properties, books and 
records in order that Holdings may have full opportunity to make 
such reasonable investigations as it shall desire to make of the 
affairs of Seller and Seller will cause its officers and employees 
to furnish such additional financial and operating data and other 
information as Holdings shall from time to time reasonably request 
through the Closing Date.

		(b)	From the date of this Agreement through and prior 
to the Closing Date, Seller and the Stockholders will promptly 
supplement or amend in writing information previously delivered to 
Holdings with respect to any matter hereafter arising which, if 
existing or occurring at the date of this Agreement, would have 
been required to be set forth or disclosed.

		4.10	Consents.  Seller will use all reasonable means at 
its disposal to obtain on or prior to the Closing Date all 
consents necessary to the consummation of the transactions 
contemplated hereby.

		4.11	Breach of Agreement.  Neither Seller nor any of 
the Stockholders will take any action which, if taken prior to the 
Closing Date, would constitute a breach of this Agreement.

		4.12	Further Assurances.  Seller, the Stockholders and 
Seller's counsel will furnish Holdings, with such other and 
further documents, certificates and information as Holdings shall 
reasonably request to enable Holdings to borrow funds from a bank 
or other lending entity or individual(s) to acquire the Purchased 
Assets and to evidence compliance with the terms and conditions of 
any credit agreement in existence or to be entered into between 
Holdings and a bank and/or other lending entities or individuals.  
Seller and the Stockholders shall not be required to give any 
third party opinions, representations, guarantees or other 
assurances in conjunction with this Section.  Holdings shall 
reimburse Seller, the Stockholders and Seller's counsel for any 
out-of-pocket costs and expenses in obtaining such Further 
Assurances.

		4.13	Fulfillment of Conditions.  Seller and the 
Stockholders will take all commercially reasonable steps necessary 
or desirable and proceed diligently and in good faith to satisfy 
each condition to the obligations of Holdings contained in this 
Article VII and will not take or fail to take any action that 
could reasonably be expected to result in the nonfulfillment of 
any such condition.


                            	ARTICLE V

                     	COVENANTS OF HOLDINGS

		Holdings hereby covenants and agrees with Seller that:

		5.1	Confidentiality.  Holdings will hold in strict 
confidence and not disclose to any other party (other than its 
counsel and other advisors), without Seller's prior consent, all 
information received by Holdings from Seller, and any of Seller's 
officers, directors, employees, agents, counsel or auditors in 


<PAGE>

connection with the transactions contemplated hereby except as may 
be required by applicable law or as otherwise contemplated herein 
and as set forth in the Confidentiality Agreement between Jordan 
Industries, Inc. and Seller dated December 11 and 12, 1997.

		5.2	Books and Records.  Holdings shall preserve and 
keep Seller's books and records delivered hereunder for a period 
of five (5) years from the date hereof and shall, during such 
period, make such books and records available to officers and 
directors of Seller for any purpose upon forty-eight (48) hours 
notice.

                                	ARTICLE VI

                              OTHER AGREEMENTS

		Holdings, Seller and each of the Stockholders covenant 
and agree that:

		6.1	Agreement to Defend.  In the event any action, 
suit, proceeding or investigation of the nature specified in 
Section 7.5 or Section 8.2 hereof is commenced, whether before or 
after the Closing Date, all the parties hereto agree to cooperate 
and use their best efforts to defend against and respond thereto.

		6.2	Consultants, Brokers and Finders.  The 
Stockholders, Seller and Holdings each represent and warrant to 
the other that they have not retained any consultant, broker or 
finder in connection with the transactions contemplated by this 
Agreement, except for PINNACLE Consulting & Professional 
Accounting, P.A., a consultant, retained by Seller.  Seller and 
the Stockholders each hereby agree to indemnify, defend and hold 
Holdings and its officers, directors, employees and affiliates, 
harmless from and against any and all claims, liabilities or 
expenses for any brokerage fees, commissions or finders fees due 
to any consultant, broker or finder retained by Seller or any of 
the Stockholders.

		6.3	Assumption Agreement.  At the Closing, Holdings 
and Seller will enter into the Assumption Agreement, as 
contemplated by Section 9.2(e) hereof, in the form set forth in 
Exhibit 6.3.

		6.4	Noncompetition Agreements.  At the Closing, Seller 
and each of the Stockholders will enter into a Noncompetition 
Agreement with Holdings (collectively, the "Noncompetition 
Agreements") in substantially the form set forth in Exhibit 6.4.

		6.5	Apportionment of Taxes.  Seller shall be liable 
and indemnify Holdings for all Taxes attributable to the ownership 
of the Purchased Assets or any operations of the Seller for all 
taxable periods ending on or before the Closing Date ("Pre-Closing 
Taxes"). Taxes which are real property or personal property Taxes 
shall be allocated to Pre-Closing Taxes based on the number of 
days in the applicable taxable period during which the Purchased 
Assets were owned by the Seller.  If Holdings makes a payment of 
any Pre-Closing Taxes or any Taxes specified in the last sentence 
of this Section 6.5, it shall be entitled to prompt reimbursement 


<PAGE>


from Seller for such Taxes upon presentation to Seller of evidence 
of such payment.  Seller shall be liable and indemnify Holdings 
for any sales, use, documentary, recording, stamp, transfer or 
similar Taxes arising from the sale of the Purchased Assets and 
the transactions contemplated by this Agreement.  

		6.6	Limited Guaranty.  Holdings shall cause Jordan 
Telecommunications Products, Inc. to execute separate Limited 
Guaranty agreement in the form of Exhibit 1.3.1.

		6.7	Lease Agreement.  Holdings shall execute and 
deliver to Stockholders Tom and Lucy Denedios a Lease Agreement in 
substantially the same form as the existing Lease Agreement 
contained in Exhibit 2.10.

		6.8	Consulting Agreement.  Holdings and Thomas 
Denedios shall execute and deliver to each other a Consulting 
Agreement in the form of Exhibit 6.9.

		6.9	Employment and Noncompetition Agreement.  Holdings 
and Marcy Fowler shall execute and deliver to each other an 
Employment and Noncompetition Agreement (the "Employment 
Agreement") in the form of Exhibit 6.10.


                          	ARTICLE VII

            	CONDITIONS TO THE OBLIGATIONS OF HOLDINGS

		Each and every obligation of Holdings under this Agree-
ment shall be subject to the satisfaction, on or before the 
Closing Date, of each of the following conditions unless waived in 
writing by Holdings:

		7.1	Representations and Warranties; Performance.  The 
representations and warranties made by Seller and the Stockholders 
herein shall be true and correct on the date of this Agreement and 
on the Closing Date with the same effect as though made on such 
date; Seller and the Stockholders shall have substantially 
performed and complied with all agreements, covenants and 
conditions required by this Agreement to be performed and complied 
with by them prior to the Closing Date; the Stockholders shall 
have, and shall have caused the President and Chief Financial 
Officer of Seller to have delivered to Holdings a certificate, 
dated the Closing Date, in the form designated Exhibit 7.1 hereto, 
certifying to such matters and the other conditions contained in 
this Article VII.

		7.2	Consents and Approvals.  All consents from and 
filings with third parties, regulators and governmental agencies 
required to consummate the transactions contemplated hereby, or 
which, either individually or in the aggregate, if not obtained, 
would cause an adverse effect on Seller's financial condition or 
business shall have been obtained and delivered to Holdings.  

		7.3	Opinion of Counsel to Seller and the Stockholders.  
Holdings shall have received an opinion of counsel to Seller and 
the Stockholders, dated the Closing Date, substantially in the 
form attached hereto as Exhibit 7.3.


<PAGE>


		7.4	No Adverse Change.  There shall have been no 
adverse change since the Financial Statement Date in the business, 
prospects, financial condition, earnings or operations of Seller's 
business.

		7.5	No Proceeding or Litigation.  No action, suit or 
proceeding before any court or any governmental or regulatory 
authority shall have been commenced or threatened, and no investi-
gation by any governmental or regulatory authority shall have been 
commenced or threatened against Seller, any of the Stockholders or 
Holdings or any of their respective principals, officers or 
directors seeking to restrain, prevent or change the transactions 
contemplated hereby or questioning the validity or legality of any 
of such transactions or seeking damages in connection with any of 
such transactions.

		7.6	Solvency Certificate.  Holdings shall have 
received a "solvency" certificate from Seller's President and 
Chief Financial Officer substantially in the form of Exhibit 7.6.1 
hereto, which document shall relate to the operations and fi-
nancial conditions of Seller and the interim financial statements 
delivered pursuant to Section 4.8 hereof.

		7.7	Financial Condition at Closing.

		(a)	Except for liabilities set forth in the Balance 
Sheet and accounts payable incurred in the ordinary course of 
business of Seller consistent with past practices, Seller shall 
not owe any debt at the Closing Date.  The term "debt" includes 
notes payable and the short-term and long-term portions of any and 
all debt or obligations, including capitalized lease obligations.

		(b)	The mix and composition of the assets and 
liabilities of Seller on the Closing Date will not be materially 
different than those indicated on the Balance Sheet and shall 
include Cash,  Accounts Receivable, Inventory, Property and 
Equipment, Other Assets, excluding Stockholder Notes and 
Receivables, and any overfunded Pension and Trade Accounts 
Payable.

		(c)	At the Closing Date, (i) the NOA of Seller shall 
be not less than $236,000, and (ii)  Seller shall have a minimum 
of $100,000 of Operating Cash.  Any excess NOA will be paid by 
Holdings pursuant to Section 1.7 of this Agreement and, if 
necessary, as additional Cash due at Closing.

		(d)	Seller's Net Sales (defined herein) for the year 
ended December 31, 1998 shall be on schedule, based on the 
annualized current year to date Net Sales of Seller, to equal at 
least $2,500,000.  Seller's Net Sales for the year ending 
December 31, 1997 shall be at least $2,651,000.  Seller's Net 
Sales for the year ended December 31, 1996 shall be at least equal 
to $2,450,000.  Seller's Net Sales for the year ended December 31, 
1995 shall be at least equal to $2,381,000.  Seller's Net Sales 
for the year ended December 31, 1994 shall be at least equal to 
$1,965,000. "Net Sales" shall mean the gross amount of the invoice 
for each sale of product less including freight and transportation 
costs (which shall include insurance), and less returns, 
allowances, customs, duties and any applicable sales or similar 
taxes as reported in the financial statements of Seller as 
prepared on the basis of accounting utilized by Seller in its 
regular course of business and reflected in Exhibit 7.7(d).


<PAGE>

		(e)	Seller's adjusted net income before provision for 
interest and income taxes ("Adjusted EBIT") for the year ending 
December 31, 1998 shall be on schedule to equal at least 
$1,456,000 based on the current year-to-date 1998 EBIT as reported 
in, or calculated from, the financial statements of Seller as 
prepared in the normal course of business.  Seller's Adjusted EBIT 
for the year ended December 31, 1997 shall be at least equal to 
$1,433,000.  Seller's Adjusted EBIT for the year ended December 
31, 1996 shall be at least equal to $1,374,000.  Seller's Adjusted 
EBIT for the year ended December 31, 1995 shall be at least equal 
to $1,167,000.  Seller's Adjusted EBIT for the year ended 
December 31, 1994 shall be equal to at least $914,000.

		(f)	No additional salary, dividends, shareholder 
distributions, bonuses, debt payments or excessive compensation 
may be declared or paid by Seller for the period from the date of 
this Agreement to the Closing unless consented to in writing by 
Holdings except to reduce cash to the minimum amounts per this 
Agreement, distribute current and prior year profits, and to pay 
pension liabilities.

		(g)	Except in the ordinary course of business and as 
contemplated by this Agreement, Seller will not incur any 
additional debt from January 1, 1998 to the Closing without the 
prior written consent of Holdings.

		7.8	Review.  A full due diligence review of Seller's 
business shall be completed by Holdings, its legal counsel, its 
outside consultants, or others appointed by Holdings.  Holdings 
shall be satisfied in its sole and absolute discretion with the 
results of Holdings' due diligence review of Seller and its 
business operations, prospects and assets.  Holdings shall bear 
the costs of this review.

		7.9	Other Documents.  The Stockholders and Seller will 
furnish Holdings with such other and further documents and 
certificates of Stockholders' and Seller's officers and others as 
Holdings shall reasonably request to evidence compliance with the 
conditions set forth in this Agreement.  The Stockholders and 
Seller will assist, at Holdings' expense, Holdings with such other 
and further necessary documents for Holdings to record title and 
transfer of the assets purchased in this Article.  No such 
assistance shall unduly hinder Holdings' transfer of the assets of 
this Agreement.

		7.10	Other Agreements.  The Agreements described in 
Article VI shall have been entered into and delivered.

		7.11	Withholding Certificate. Seller and each of the 
Stockholders shall have executed and delivered to Holdings a 
Withholding Certificate in substantially the form attached hereto 
as Exhibit 7.11.

		7.12	Estoppel  Certificate.	Seller shall have 
furnished Holdings with an Estoppel certificate in the form 
attached hereto as Exhibit 7.12, which shall have been executed by 
each of the lessors under the leases described on Exhibit 2.12.


<PAGE>


                         	ARTICLE VIII

  	CONDITIONS TO THE OBLIGATIONS OF SELLER AND THE STOCKHOLDERS

		Each and every obligation of Seller and the Stock-
holders under this Agreement shall be subject to the satisfaction, 
on or before the Closing Date, of each of the following conditions 
unless waived in writing by Seller and the Stockholders:

		8.1	Representations and Warranties; Performance.  The 
representations and warranties made by Holdings herein shall be 
true and correct on the date of this Agreement and on the Closing 
Date with the same effect as though made on such date; Holdings 
shall have performed and complied with all agreements, covenants 
and conditions required by this Agreement to be performed and 
complied with by it prior to the Closing Date; Holdings shall have 
delivered to Seller a certificate of its President, dated the 
Closing Date, certifying to the fulfillment of the conditions set 
forth herein, in the form designated as Exhibit 8.1 and the other 
conditions contained in this Article VIII.

		8.2	No Proceeding or Litigation.  No action, suit or 
proceeding before any court or any governmental or regulatory 
authority shall have been commenced, or threatened, and no 
investigation by any governmental or regulatory authority shall 
have been commenced, or threatened, against Seller, any of the 
Stockholders, Holdings, or any of their respective principals, 
officers or directors, seeking to restrain, prevent or change the 
transactions contemplated hereby or questioning the validity or 
legality of any of such transactions or seeking damages in 
connection with any of such transactions.

		8.3	Opinion of Counsel.  Seller shall have received an 
opinion of counsel to Holdings dated the Closing Date 
substantially in the form of Exhibit 8.3.

		8.4	Payment. The payment(s) described in Section 1.3 
shall have been made.

		8.5	Other Documents. Holdings will furnish Seller with 
such other documents and certificates to evidence compliance with 
the conditions set forth in this Article as may be reasonably 
requested by Seller.

		8.6	Other Agreements.  The agreements described in 
Article VI shall have been entered into and delivered.


                          	ARTICLE IX

                            	CLOSING

		9.1	Closing.  Unless this Agreement shall have been 
terminated or abandoned pursuant to the provisions of Article X 
hereof, a closing (the "Closing") shall be held on July 14, 1998, 
or on such other date (the "Closing Date") mutually agreed upon at 
such place or places as Holdings shall designate in St. Lucie 
County, Florida.  Each party has the right at any time to extend 


<PAGE>


the Closing Date for a period of up to fifteen (15) business days 
from the date stated above, by written notice to the other party 
or parties.

		9.2	Deliveries at Closing.

		(a)	At the Closing, Seller shall transfer and assign 
to Holdings all of the Purchased Assets, and the cash 
consideration, note(s), and the other agreements, certifications 
and other documents required to be executed and delivered 
hereunder at the Closing shall be duly and validly executed and 
delivered.

		(b)	At and after the Closing, Seller shall, upon 
forty-eight (48) hours notice, have the right to review and obtain 
copies of any financial records of Seller, in the possession of 
Holdings, necessary for the preparation of Seller's tax returns, 
and Holdings agrees to retain such records until the statute of 
limitations pertaining to the final tax returns filed by Seller 
expires, and Holdings shall have the right to review and obtain 
copies of the minute book, stock book and stock register of 
Seller.

		(c)	At the Closing, Seller shall deliver to Holdings, 
in form reasonably satisfactory to counsel for Holdings and 
counsel for Seller, such bills of sale, assignments, certificates, 
deeds or other conveyances and all third party consents as may be 
appropriate or necessary to effect the transfer to Holdings of the 
property and rights as contemplated herein except as provided for 
in other sections of this Agreement.

		(d)	From time to time after the Closing, at Holdings' 
request and without further consideration from Holdings, Seller 
shall, and the Stockholders shall cause Seller to, execute and 
deliver such other instruments of conveyance and transfer and take 
such other action as Holdings reasonably may require to convey, 
transfer to and vest in Holdings and to put Holdings in possession 
of any assets or property to be sold, conveyed, transferred and 
delivered hereunder.

		(e)	The assumption of liabilities and obligations 
hereunder shall be by assumption agreement (as set forth in 
Exhibit 6.3).  Holdings and its successors and assigns will 
forever defend, indemnify and hold Seller harmless from any and 
all liabilities and obligations of Seller which have been assumed 
by Holdings at the Closing, or which shall arise from any acts or 
omissions of Holdings after the Closing. Holdings agrees at 
Seller's request from time to time (but no earlier than ninety 
(90) days after the Closing) to supply to Seller proof of or a 
certificate by its Chief Financial Officer of the payment and 
satisfaction by Holdings of liabilities and obligations of Seller 
due to date and assumed by Holdings.

		9.3	Legal Actions.  If, prior to the Closing Date, any 
action or proceeding shall have been instituted by any third party 
before any court or governmental agency to restrain or prohibit 
this Agreement or the consummation of the transactions 
contemplated herein, the Closing shall be adjourned at the option 
of any party hereto for a period of up to thirty (30) days.  If, 
at the end of such 30-day period, the action or proceeding shall 
not have been favorably resolved, any party hereto may, by written 
notice thereof to the other party or parties, terminate its 
obligation hereunder.


<PAGE>

		9.4	Specific Performance.  The parties agree that if 
any party hereto is obligated to, but nevertheless does not, 
consummate this transaction, then any other party, in addition to 
all other rights or remedies, shall be entitled to the remedy of 
specific performance mandating that the other party or parties 
consummate this transaction.  In an action for specific 
performance by any party against any other party, the other party 
shall not plead adequacy of damages at law.

		9.5	Bulk Sales Waiver.  Holdings waives compliance 
with the provisions of the Bulk Sales Act (Article 6 of the 
Uniform Commercial Code) in reliance upon the representations and 
warranties of Seller and the covenants to perform the obligations 
hereunder.

		9.6	Name Change.  Upon the Closing, Seller shall 
change its name to another name different from its present name 
and do such other things as shall be necessary or desirable to 
permit Holdings to assume and use the name "Opto-Tech Industries, 
Inc." and use all other names utilized by Seller in operating its 
business as an ongoing concern.


                             	ARTICLE X

                    	TERMINATION AND ABANDONMENT

		10.1	Methods of Termination.  This Agreement may be 
terminated and the transactions herein contemplated may be aban-
doned at any time (notwithstanding approval by the Board of 
Directors of Holdings):

		(a)	by mutual consent of Holdings and Seller; or

		(b)	by either Seller or Holdings if (i) such party is 
not in breach hereunder and the other party is in breach 
hereunder, and (ii) this Agreement is not consummated on or before 
the Closing Date, including extensions. 

		10.2	Procedure Upon Termination.  In the event of 
termination and abandonment pursuant to Section 10.1 hereof, this 
Agreement shall terminate and shall be abandoned, without further 
action by any of the parties hereto.  If this Agreement is termi-
nated as provided herein:

		(a)	each party will upon request redeliver all 
documents and other materials of any other party relating to the 
transactions contemplated hereby, whether so obtained before or 
after the execution hereof, to the party furnishing the same;

		(b)	no party hereto shall have any liability or 
further obligation to any other party to this Agreement; and

		(c)	each party shall bear its own expenses.


<PAGE>


                            	ARTICLE XI

                         	INDEMNIFICATION

		11.1	Indemnification by Seller and the Stockholders. 
Subject to the terms of Exhibit 11.1, Seller and each of the 
Stockholders, in proportion to their ownership of Seller as of the 
Closing Date, agree to indemnify Holdings and each of its 
shareholders, officers and directors against any loss, damage, or 
expense (including but not limited to reasonable attorneys' fees) 
("Damages"), incurred or sustained by Holdings or any of its 
shareholders, officers or directors as a result of (a) any breach 
of any term, provision, covenant or agreement contained in this 
Agreement by Seller or any of the Stockholders; (b) any inaccuracy 
in any of the representations or warranties made by Seller or any 
of the Stockholders in Article II of this Agreement; (c) any 
inaccuracy or misrepresentation in any certificate or other 
document or instrument delivered by Seller or any of the 
Stockholders in accordance with any provision of this Agreement; 
or (d) any liability or obligation of Seller or any of the 
Stockholders not expressly assumed in writing by Buyer.  The 
obligations of Seller and the Stockholders as set forth in Section 
11.1(b) shall be subject to and limited by the following:

		(a)	No claim for Damages shall be made until the 
cumulative amount of such Damages shall equal or exceed $60,000; 
provided, however, that such limitation shall not apply to any 
Damages resulting from violations under Sections 2.2, 2.4, 2.14, 
2.18, or 2.24 hereof or from intentional or fraudulent actions, 
misrepresentations or breaches; and

		(b)	Holdings shall give written notice to Seller and 
the Stockholders stating specifically the basis for the claim for 
Damages, the amount thereof and shall tender defense thereof to 
Seller and the Stockholders as provided in Section 11.2. 

		11.2	Tender of Defense for Damages.  After Closing and 
promptly upon receipt by Holdings of a notice of a claim by a 
third party which may give rise to a claim for Damages, Holdings 
shall give written notice thereof to Seller and the Stockholders 
within twenty (20) days of the receipt of such notice of a claim 
by a third party.  No failure or delay of Holdings in the 
performance of the foregoing shall relieve, reduce or otherwise 
affect the Seller's or the Stockholders' obligations and liability 
to indemnify Holdings pursuant to this Agreement, except to the 
extent that such failure or delay shall have adversely affected 
the Seller's or the Stockholders' ability to defend against such 
claim for Damages.  If Seller and the Stockholders give to 
Holdings notice to defend such claim for Damages, Seller and the 
Stockholders may, at their sole expense, undertake the defense 
against such claim and may contest or settle such claim on such 
terms, at such time and in such manner as Seller and the 
Stockholders, in their sole discretion, shall elect and Holdings 
shall execute such documents and take such steps as may be 
reasonably necessary in the opinion of counsel for Seller and the 
Stockholders to enable Seller and the Stockholders to conduct the 
defense of such claim for Damages.  If Seller and the Stockholders 
fail or refuse to defend any claim for Damages, Seller and the 
Stockholders may nevertheless, at their own expense, participate 
in the defense of such claim by Holdings and in any and all 
settlement negotiations relating thereto.  In any and all events, 
Seller and the Stockholders shall have such access to the records 
and files of Holdings relating to any claim for Damages as may be 
reasonably necessary to effectively defend or participate in the 
defense thereof.

		11.3	Survival of Warranties. The respective 
representations and warranties of Seller, the Stockholders and 
Holdings contained herein are true, accurate and correct and shall 



<PAGE>

not be deemed waived or otherwise affected by any investigation 
made by any party hereto or the occurrence of the Closing.  Each 
and every such representation and warranty shall survive for a 
period of two (2) years from the Closing Date; provided, however, 
all representations and warranties made pursuant to Sections 2.2, 
2.4, 2.18, and 2.24 shall survive for a period of five (5) years 
from the Closing Date for Seller and Stockholders and all 
representations and warranties made pursuant to Sections 3.2, 3.3, 
3.4, 3.5, and 3.6, with respect to Holdings, shall survive for the 
greater of a period of five (5) years from the Closing Date, or 
until the Note referenced in Exhibit 1.3 is fully paid and 
satisfied and all representations and warranties made pursuant to 
Section 2.14 shall survive for the applicable statute of 
limitations (including any extensions) plus a period of thirty 
(30) days.


                               ARTICLE XII

                        	MISCELLANEOUS PROVISIONS
	
 	12.1	Amendment and Modification.  Subject to applicable 
law, this Agreement may be amended, modified and supplemented only 
by written agreement of Seller, the Stockholders and Holdings.
	
 	12.2	Waiver of Compliance; Consents.  Any failure of 
Seller or the Stockholders on the one hand, or Holdings on the 
other hand, to comply with any obligation, covenant, agreement or 
condition herein may be waived in writing by Holdings or by Seller 
and the Stockholders, respectively, but such waiver or failure to 
insist upon strict compliance with such obligation, covenant, 
agreement or condition shall not operate as a waiver of, or 
estoppel with respect to, any subsequent or other failure.  
Whenever this Agreement requires or permits consent by or on 
behalf of any party hereto, such consent shall be given in writing 
in a manner consistent with the requirements for a waiver of 
compliance as set forth in this Section 12.2.
 
 	12.3	Expenses.  Each party will pay its own legal, 
accounting and other expenses incurred by such party or on its 
behalf in connection with this Agreement and the transactions 
contemplated herein.  If Seller shall at any time pay any expenses 
incurred by any of the Stockholders in connection with this 
Agreement or any part thereof or any of the proceedings and 
transactions contemplated hereunder including, without limitation, 
any legal, accounting, printing, filing or other costs, then the 
Purchase Price shall be reduced by an equal amount.

		12.4	Notices.  Any notice, request, consent or 
communication (collectively a "Notice") under this Agreement shall 
be effective only if it is in writing and (i) personally 
delivered, (ii) sent by certified or registered mail, return 
receipt requested, postage prepaid, or (iii) sent by a nationally 
recognized overnight delivery service, with delivery confirmed, 
with receipt confirmed, addressed as follows:


<PAGE>


		(a)	If to Seller or the Stockholders:
			Thomas Denedios
			President
			Opto-Tech Industries, Inc.
			2634 S.E. Erickson Drive
			Port St. Lucie, Florida 34984
			Telephone:  (561)340-7539
	
 		Lucy Denedios
			2634 S.E. Erickson Drive
			Port St. Lucie, Florida 34984
			Telephone:  (561)340-7539
	
 		Marcy Fowler
			General Manager
			Opto-Tech Industries, Inc.
			734 N.E. Emerson Street
			Port St. Lucie, Florida 34983
			Telephone:  (561)871-1663
 
 		in each case with a copy to:
			Stephen Navaretta, Esq.
			Navaretta & Navaretta, Attorneys at Law, P.A.
			Renar Centre
			1100 S.W. St. Lucie West Boulevard, Suite 203
			Port St. Lucie, FL 34986
			Telecopier:  (561) 878-3116
			Telephone:  (561) 340-5121

		(b)	If to Holdings to:

			Thomas H. Quinn, President
			W. Thomas Caffery, Senior Vice-President
			James M. Kingsley, Director, Business Development
			c/o Jordan Telecommunication Products, Inc.
			ArborLake Centre, Suite 550
			1751 Lake Cook Road
			Deerfield, Illinois 60015
			Telecopier: 847-945-5591
			Telephone:  847-945-5698



<PAGE>

 		with a copy to:
	
 		G. Robert Fisher, Esq.
			Michael J. Van Dyke, Esq.
			Bryan Cave LLP
			One Kansas City Place
			1200 Main Street, Suite 3500
			Kansas City, Missouri 64105
			Telecopier: 816-374-3300
			Telephone:  816-374-3200

or such other persons or addresses as shall be furnished in 
writing by any party to the other party.  A Notice shall be deemed 
to have been given as of the date when (i) personally delivered, 
(ii) five (5) days after the date when deposited with the United 
States mail properly addressed, or (iii) when receipt of a Notice 
sent by an overnight delivery service is confirmed by such 
overnight delivery service.

		12.5	Assignment.  This Agreement and all of the 
provisions hereof shall be binding upon and inure to the benefit 
of the parties hereto and their respective heirs, successors and 
permitted assigns, but neither this Agreement nor any of the 
rights, interests or obligations hereunder shall be assigned by 
Seller or the Stockholders without the prior written consent of 
Holdings.

		12.6	Governing Law.  This Agreement shall be governed 
by the laws of the State of Florida (regardless of the laws that 
might otherwise govern under applicable principles of conflicts of 
law of the State of Florida) as to all matters including, but not 
limited to, matters of validity, construction, effect, performance 
and remedies.  THE PARTIES HERETO AGREE THAT ANY SUCH DISPUTE 
RELATING TO OR IN RESPECT OF THIS AGREEMENT, ITS NEGOTIATION, 
EXECUTION, PERFORMANCE, SUBJECT MATTER OR ANY COURSE OF DEALING OR 
CONDUCT OR ACTIONS UNDER OR IN RESPECT OF THIS AGREEMENT SHALL BE 
FIRST SUBMITTED TO MEDIATION IN ACCORDANCE WITH FLORIDA RULE OF 
CIVIL PROCEDURE 1.700, AS AMENDED.  SUCH MEDIATION SHALL TAKE 
PLACE IN ST. LUCIE COUNTY, FLORIDA, AND SHALL BE SUBJECT TO THE 
SUBSTANTIVE LAW OF THE STATE OF FLORIDA.  AGREEMENT PURSUANT TO 
SUCH MEDIATION SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE 
PARTIES IF REDUCED TO WRITING AND SIGNED BY THE PARTIES.  IF 
MEDIATION IS NOT SUCCESSFUL, THE PARTIES THEREAFTER MAY SEEK JURY 
TRIAL IN ANY LAWSUIT, PROCEEDING, CLAIM, COUNTERCLAIM, DEFENSE OR 
OTHER LITIGATION OR DISPUTE UNDER OR IN RESPECT OF THIS AGREEMENT.

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


<PAGE>


		12.8	Neutral Interpretation.  This Agreement 
constitutes the product of the negotiation of the parties hereto 
and the enforcement hereof shall be interpreted in a neutral 
manner, and not more strongly for or against any party based upon 
the source of the draftsmanship hereof.

		12.9	Headings.   The article and section headings 
contained in this Agreement are for reference purposes only and 
shall not affect in any way the meaning or interpretation of this 
Agreement


<PAGE>

		12.10	Entire Agreement.  This Agreement, which term as 
used throughout includes the Exhibits hereto, embodies the entire 
agreement and understanding of the parties hereto in respect of 
the subject matter contained herein.  There are no restrictions, 
promises, representations, warranties, covenants or undertakings 
other than those expressly set forth or referred to herein.  This 
Agreement supersedes all prior agreements and understandings 
between the parties with respect to such subject matter.

	[Signatures on the next page]


<PAGE>



		IN WITNESS WHEREOF, the parties hereto have entered 
into this Agreement as of the date first hereinabove set forth.

HOLDINGS:

OPTO-TECH HOLDINGS, INC.


By:	/s/ James M. Kingsley					
   James M. Kingsley, Vice President


JORDAN TELECOMMUNICATIONS PRODUCTS, INC.


By:	/s/ Thomas H. Quinn					
   Thomas H. Quinn, Chairman


SELLER:

OPTO-TECH INDUSTRIES, INC.


By:	/s/  Thomas Denedios					
   Thomas Denedios, President


STOCKHOLDERS:


/s/  Thomas Denedios						
Thomas Denedios


/s/  Lucy Denedios						
Lucy Denedios


/s/  Marcy Fowler						
Marcy Fowler




<PAGE>


                          	SCHEDULE OF EXHIBITS TO

                	AGREEMENT FOR PURCHASE AND SALE OF ASSETS

Exhibits			         Title

H	Exhibit 1.2.1	   	Example Calculation of NOA 

S	Exhibit 1.2.2(a)		Interests in Land, Buildings and 
                    Improvements

S	Exhibit 1.2.2(b)		Machinery, Equipment, Furniture and 
                    Fixtures and Other Personal Property and 
                    Fixed Assets

S	Exhibit 1.2.2(c)		Cash, Cash Equivalents, 
                    Certificates of Deposit, Notes Receivable, 
                    Accounts Receivable and All Other Receivables

S	Exhibit 1.2.4		   Excluded Assets

H	Exhibit 1.3		     $1,250,000 Subordinated Promissory Note

H	Exhibit 1.3.1		   The Limited Guaranty

S	Exhibit 1.6		     Allocation

S	Exhibit 2.1.1		   Foreign Qualifications

S	Exhibit 2.1.2	   	Certificate or Articles of Incor-
                    poration, Bylaws and Certificates of 
                    Authority of Seller

S	Exhibit 2.2		     Schedule of Authorized, Issued and 
                    Outstanding Capital Stock of Seller

S	Exhibit 2.3		     Schedule of Subsidiaries and Affiliates

S	Exhibit 2.4	     	Stockholder List and Consents to Resolu-
                    tions

S	Exhibit 2.5     		Restrictions on Ability to Perform

S	Exhibit 2.7     		Financial Statements

S	Exhibit 2.10    		Schedule of Contracts

S	Exhibit 2.12	    	Title and Related Matters

<PAGE>

S	Exhibit 2.13    		Legal Proceedings and Judgments

S	Exhibit 2.14.1  		Certain Tax Matters

S	Exhibit 2.14.2  		Tax Returns

S	Exhibit 2.16    		Copies of Reports and Inspections

S	Exhibit 2.18.1	  	Welfare Benefit Plans; Retiree Health 
                    Benefits

S	Exhibit 2.18.2	  	Pension Benefit Plans

S	Exhibit 2.18.3   	Other Benefit Plans Including Vacations

S	Exhibit 2.18.4  		Other Plan Deliveries

S	Exhibit 2.18.5  		Consents and Agreements

S	Exhibit 2.19		    Schedule of Intellectual Property Rights

S	Exhibit 2.20		    Warranties and Claims Under Warranties

S	Exhibit 2.21		    Labor Relations 

S	Exhibit 2.22    		Schedule of Insurance

S	Exhibit 2.24    		Environmental Matters

S	Exhibit 2.25		    Schedule of Capital Expenditures
	
S	Exhibit 2.27    		Schedule of Contracts with Affiliates

S	Exhibit 2.29    		Bank Accounts

S	Exhibit 2.30		    Compensation Schedule

S	Exhibit 4.4     		Permitted Distributions

H	Exhibit 6.3     		Assumption Agreement

H	Exhibit 6.4     		Noncompetition Agreement

H	Exhibit 6.9	     	Consulting Agreement

H	Exhibit 6.10	    	Employment Agreement


<PAGE>

H	Exhibit 7.1     		Certificate of Fulfillment of Conditions 
                    by Seller and Stockholders

H	Exhibit 7.3     		Opinion of Seller's Counsel

H	Exhibit 7.6     		Solvency Certificate

H	Exhibit 7.7(d)  		Net Sales

H	Exhibit 7.11    		Withholding Certificate

H	Exhibit 7.12		    Estoppel Certificate

H	Exhibit 8.1	     	Certificate of Fulfillment of Conditions 
                    by Holdings

H	Exhibit 8.3		     Opinion of Holdings' Counsel

H	Exhibit 11.1	    	Indemnification

S -	First draft to be prepared by counsel for Seller

H -	First draft to be prepared by counsel for Holdings



 

 
 
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