Exhibit 10.5

                                  AGREEMENT


      AGREEMENT made as of March 15, 1999 between PC DYNAMICS CORPORATION,  a
 Texas corporation ("PC DYNAMICS"),  and PC Dynamics of  Texas, Inc. a  Texas
 corporation ("BUYER").

     WHEREAS, PC DYNAMICS is engaged in the business of manufacturing  primed
 circuit boards, which business is conducted  at PC DYNAMICS' owned  facility
 located in Frisco, Texas (the "Facility").

      WHEREAS,  PC  DYNAMICS  desires  to  sell  to,  and  BUYER  desires  to
 purchase, certain of the  assets at PC DYNAMICS,  subject to certain of  the
 liabilities of PC DYNAMICS, on the terms and conditions herein.

      NOW,  THEREFORE, for  and  in  consideration  of  the  obligations  and
 payments recited  herein, the  receipt and  sufficiency of  which is  hereby
 acknowledged, it is hereby agreed as follows:

      Section 1.     Purchase and Sale of Assets.

      1.1  On the  terms and  subject to  the conditions  set forth  in  this
 Agreement, at the  Closing, BUYER  will purchase  from PC  DYNAMICS, and  PC
 DYNAMICS will sell, transfer,  assign, convey and deliver  to BUYER; all  of
 the following assets (the "Assets"):

           (a)  the machinery, equipment, and furniture owned by PC  DYNAMICS
      on  the  Closing  Date  and  listed  on  Schedule  1  attached   hereto
      (collectively, the "Equipment"); and

           (b)  the raw materials and supplies, work and goods in process and
      finished goods inventories owned  by PC DYNAMICS  on the Closing  Date,
      excluding obsolete inventory  or finished goods  inventory that is  not
      subject to a purchase order,  and listed on Schedule 2 attached  hereto
      (collectively, the "Inventory"):

           (c)  all accounts  receivable due to  PC DYNAMICS  on the  Closing
      Date  and listed  on  Schedule  3 attached  hereto  (collectively,  the
      "Accounts Receivable");

           (d)  all deposits of PC  DYNAMICS which are  listed on Schedule  4
      attached hereto (collectively, the "Deposits");

           (e)  all contracts, agreements, purchase  or sale orders to  which
      PC DYNAMICS is a party (collectively, the "Contracts").

           (f)  to  the extent legally  assignable, all licenses,  approvals,
      permits and certificates  obtained from governmental agencies and  held
      by PC DYNAMICS as of the Closing Date;
<PAGE>
           (g)  all telephone numbers currently assigned to PC DYNAMICS;

           (h)  the name "PC DYNAMICS"  and any related  or derivative  name;
      and

           (i)  the  business of  PC  DYNAMICS as  a  going concern  and  all
      goodwill of, in, related to or associated with such business.


      1.2  Notwithstanding   anything  contained  in   Section  1.1  to   the
 contrary, PC DYNAMICS is not selling, and BUYER is not purchasing,  pursuant
 to this Agreement, any of the following,  all of which shall be retained  by
 PC DYNAMICS:

           (a)  the consideration delivered or to be delivered to PC DYNAMICS
      pursuant to this Agreement;

           (b)  the right of PC DYNAMICS to enforce the obligations of  BUYER
      under the Transaction Documents (as defined below);

           (c)  the cash and bank accounts of PC DYNAMICS;

           (d)  any  claims  asserted  by  PC  DYNAMICS  in  any   litigation
      involving  PC DYNAMICS;

           (e)  PC DYNAMICS' minute  books, tax returns  and other  corporate
      documents

           (f)  the Facility; and


           (g)  any other  asset  which  is not  specifically  enumerated  in


      1.3  BUYER  acknowledges   and  agrees  that   PC  DYNAMICS  makes   no
 warranties with respect to the Assets and the Assets are being said "AS  IS"
 and "WHERE IS" and all warranties, express or implied, of merchantability or
 fitness for purpose or otherwise with  respect in the condition, quality  or
 suitability of the Assets, are hereby expressly disclaimed.

      1.4  As promptly as practicable after the Closing, and in consideration
 of the obligations and payments recited herein, M-Wave, Inc. agrees to:  (i)
 cause  PC  DYNAMICS  to  transfer  any  remaining  assets  and   liabilities
 (contingent  or  otherwise)  of  PC  DYNAMICS  to  M-Wave,  Inc.  and   (ii)
 immediately thereafter transfer to PlC all  of the outstanding shares of  PC
 DYNAMICS to PIC.

      Section 2.     Consideration to be Paid by BUYER.

      2.1  The purchase  price for  the  Assets shall  be  paid by  BUYER  as
      follows:
<PAGE>
           (a)  At the  Closing.  BUYER  shall pay  to PC  DYNAMICS an amount
      equal to eight hundred ninety three thousand and three hundred nineteen
      dollars ($893,319) by wire transfer  of immediately available funds  to
      an account designated in writing by PC DYNAMICS;

           (b)  At the  Closing, BUYER  shall pay  to PC  DYNAMICS an  amount
      equal to seven hundred seventy three thousand four hundred and  seventy
      nine dollars ($773,479) in the form of BUYER's promissory note  payable
      to PC DYNAMICS in  the form attached hereto  as Exhibit A-1 (the  "Note
      A-1"):

           (c)  At the Closing,  BUYER shall pay  to, PC  DYNAMICS an  amount
      equal to  two hundred  ninety three  thousand and  twenty-five  dollars
      ($293,025) in  the  form  of BUYER'S  promissory  note  payable  to  PC
      DYNAMICS in the form  attached hereto as Exhibit  A-2 (the "Note  A-2",
      and together with the Note A-1, the "Notes").

          (d)   At the  Closing,  BUYER  shall  execute  and  deliver  to  PC
      DYNAMICS the royalty agreement  in the form attached hereto as  Exhibit
      B (the "Royalty Agreement").

      2.2  As further  consideration  for consummation  of  the  transactions
 contemplated hereby, BUYER shall assume and agree to thereafter pay when due
 and discharge and indemnify PC DYNAMICS  and hold PC DYNAMICS harmless  with
 respect to the executory  liabilities and obligations  of PC DYNAMICS  under
 each Contract assigned to BUYER pursuant to Section 1.1(e) hereof.

      2.3  The assumption by BUYER of liabilities of PC DYNAMICS pursuant  to
 this Agreement shall in no  way expand the rights  or remedies of any  third
 party against BUYER or  PC DYNAMICS as compared  to the rights and  remedies
 which such third  party would  have had against  PC DYNAMICS  had BUYER  not
 assumed such liabilities.  Without limiting the generality of the foregoing,
 the assumption  by BUYER  of liabilities  of PC  DYNAMICS pursuant  to  this
 Agreement shall not create any third party beneficiary rights.

      2.4  The purchase price  shall be allocated  by the  parties among  the
 Assets as  follows: Accounts  Receivable, Inventory,  Equipment and  Utility
 Deposits, at book value, as of the Closing Date.  The parties shall file all
 tax returns and  Form 8594 consistent  with the allocation  of the  purchase
 price as provided herein.

      Section 3.     Closing and Closing Date.

      3.1  The  consummation  of  the   transactions  contemplated  by   this
 Agreement (the "Closing")  will take place  at the  offices of  Sonnenschein
 Nath & Rosenthal, 8000 Sears Tower, Chicago, Illinois, at 8:00 a.m., Chicago
 time, on the date hereof (the "Closing Date"), or at such other place or  on
 such other date as PC DYNAMICS and BUYER may agree.
<PAGE>

      3.2  At or prior to the Closing, BUYER shall deliver to PC DYNAMICS:

           (a)  the cash required to be delivered by BUYER at the Closing  in
     accordance with Section 2.1(a) hereof,

           (b)  each of the Notes executed by BUYER;

           (c)  the Royalty Agreement executed by BUYER;

           (d)  a lease in the form of Exhibit C attached hereto with respect
     to the Facility (the "Lease") executed by BUYER;

           (e)  an assumption of liabilities executed by BUYER in the form of
     Exhibit D attached hereto (the "Assumption Agreement");

           (f)  a bill of  sale executed by  BUYER in the  form of Exhibit  E
     attached hereto (the "Bill of Sale"); and

           (g)  such other documents executed by BUYER required to effect the
     transactions contemplated hereby.

      3.3  At or prior to the Closing, PC DYNAMICS shall deliver to BUYER:

           (a)  the Royalty Agreement executed by PC DYNAMICS;

           (b)  the Security Agreement executed by PC DYNAMICS;

           (c)  the Lease executed by PC DYNAMICS;

           (d)  the Assumption of Liabilities executed by PC DYNAMICS;

           (e)  a Bill of Sale executed by PC DYNAMICS;

           (f)  a subordination agreement in the  form of Exhibit F  attached
      hereto;

           (g)  a consent  by  PC DYNAMICS'  mortgagor  to the  Lease,  which
      consent is
      mutually acceptable to such mortgagor and BUYER; and

           (h)  such other  documents executed  by  PC DYNAMICS  required  to
      effect the transactions contemplated hereby.

      3.4 The  parties acknowledge  and agree  that (a)  each of  Performance
 Interconnect Corp.,  a  Texas  corporation, and  Mr.  D.  Ronald  Allen  has
 executed and delivered to PC DYNAMICS a  guarantee in the form of Exhibit  G
 attached hereto (the  "Guarantee"); and (b)  M-Wave, Inc.  has executed  and
 delivered the  Non-Compete  Agreement in  the  form of  Exhibit  H  attached
 hereto.
<PAGE>

      Section 4.     Representations and Warranties.

      4.1  PC DYNAMICS represents and warrants to BUYER as follows:

           (a)  PC DYNAMICS is a corporation duly organized, validly existing
      and in good standing under the laws of Texas.


           (b)  PC DYNAMICS  has full  power  and authority  (including  full
      corporate power and  authority) to execute  and deliver this  Agreement
      and all other agreements, instruments, certificates and other documents
      to be  entered into  or delivered  by any  party to  this Agreement  in
      connection with the transactions contemplated hereby (collectively, the
      "Transaction Documents") and to perform its obligations pursuant to the
      Transaction Documents.

           (c)  The execution, delivery  and performance  of the  Transaction
      Documents by PC DYNAMICS,  and the consummation by  PC DYNAMICS of  the
      transactions contemplated  by  the  Transaction  Documents,  have  been
      authorized by  the Board  of  Directors of  PC  DYNAMICS and  no  other
      corporate  action  is  necessary   for  the  execution,  delivery   and
      performance by  PC  DYNAMICS  of  the  Transaction  Documents  and  the
      consummation by PC  DYNAMICS of  the transactions  contemplated by  the
      Transaction Documents.  Each  of the  Transaction Documents constitutes
      the valid and legally binding  obligations of PC DYNAMICS,  enforceable
      in accordance with its terms and conditions.

           (d)  All of the Assets  are owned by PC  DYNAMICS and are free  of
      any and all liens and encumbrances, except as set forth on Schedule 5.

      4.2  BUYER represents and warrants to PC DYNAMICS as follows:

           (a)  BUYER is a corporation  duly organized, validly existing  and
      in good standing under the laws of its jurisdiction of incorporation.

           (b)  BUYER has full power and authority (including full  corporate
      power and  authority) to  execute and  deliver this  Agreement and  all
      other Transaction Documents and to perform its obligations pursuant  to
      the Transaction Documents.

           (c)  The execution, delivery  and performance  of the  Transaction
      Documents by BUYER, and the consummation  by BUYER of the  transactions
      contemplated by the Transaction Documents, have been authorized by  the
      Board of Directors of BUYER and no other corporate action is  necessary
      for  the  execution,   delivery  and  performance   by  BUYER  of   the
      Transaction  Documents   and  the   consummation   by  BUYER   of   the
      transactions contemplated  by the  Transaction Documents.  Each of  the
      Transaction  Documents  constitutes  the  valid  and  legally   binding
      obligations of  BUYER, enforceable  in accordance  with its  terms  and
      conditions.
<PAGE>
      Section 5.     Indemnification.

      5.1  Indemnification by PC  DYNAMICS.  PC DYNAMICS  shall indemnify and
 hold harmless BUYER in respect of any and all claims, losses,,  liabilities,
 and expenses (including, without limitation, settlement costs and any legal,
 accounting and other expenses for investigating or defending any actions  or
 threatened actions) reasonably  incurred by BUYER,  in connection with  each
 and all of the following:

           (a)  any   breach of  any representation  or warranty  made by  PC
      DYNAMICS in this Agreement;

           (b)  the breach of  any covenant,  agreement or  obligation of  PC
      DYNAMICS  contained  in   this  Agreement  or   any  other   instrument
      contemplated by this Agreement; and

           (c)  any  liabilities   or   obligations  of   PC   DYNAMICS   not
      specifically assumed by BUYER pursuant to this Agreement.

      5.2  Indemnification by BUYER.  BUYER shall indemnify and hold harmless
 PC DYNAMICS in respect of any  and all claims, losses, damages,  liabilities
 and expenses (including, without limitation, settlement costs and any legal,
 accounting or other expenses for investigating  or defending any actions  or
 threatened actions) reasonably incurred by  PC DYNAMICS, in connection  with
 each and all of the following:

           (a)  any breach of any representation or warranty made by BUYER in
      this Agreement; and

           (b)  any failure  by BUYER  to pay  any liability  or fulfill  any
      obligation of PC DYNAMICS assumed by  BUYER pursuant to this  Agreement
      or any other breach of any  covenant, agreement or obligation of  BUYER
      contained in this  Agreement or  any other  instrument contemplated  by
      this Agreement.

      5.3  Claims for Indemnification.  Whenever: any claim  shall arise  for
 indemnification  hereunder,  the  party  entitled  to  indemnification  (the
 "indemnified  party")   shall  promptly   notify   the  other   party   (the
 "indemnifying party") of the claim and,  when known, the facts  constituting
 the basis for  such claim.  In the event  of any  claim for  indemnification
 hereunder  resulting  from  or  in  connection  with  any  claim  or   legal
 proceedings by a  third party, the  notice to the  indemnifying party  shall
 specify, if known, the amount or an estimate of the amount of the  liability
 arising therefrom.  The indemnified party shall not settle or compromise any
 claim by  a  third  party  for  which  it  is  entitled  to  indemnification
 hereunder, without  the  prior written  consent  of the  indemnifying  party
 (which shall  not be  unreasonably withheld)  unless  suit shall  have  been
 instituted against  it  and the  indemnifying  party shall  not  have  taken
 control of such suit after notification  thereof as provided in Section  5.4
 of this Agreement.
<PAGE>
      5.4  Defense  by lndemnifying  Party.  In  connection  with  any  claim
 giving rise to  indemnity hereunder  resulting from  or arising  out of  any
 claim or legal proceeding by a person who is not a party to this  Agreement,
 the indemnifying party at its sole cost and expense may, upon written notice
 to the indemnified  party, assume  the defense of  any such  claim or  legal
 proceeding with counsel reasonably satisfactory to the party asserting  such
 indemnification claim if the indemnifying party acknowledges in writing  its
 obligations to indemnify the indemnified party with respect to all  elements
 of such claim.  The indemnified party  shall be entitled  to participate  in
 (but not control) the defense  of any such action,  with its counsel and  at
 its own expense.  If  the indemnifying parry does  not assume the defense of
 any such claim or litigation resulting therefrom, (a) the indemnified  party
 may defend against such claim or litigation,  in such manner as it may  deem
 appropriate,  including,  but,  not  limited  to,  settling  such  claim  or
 litigation, after giving notice  of the same in  the indemnifying party,  on
 such terms  as the  indemnified  party may  deem  appropriate, and  (b)  the
 indemnifying party shall be entitled to participate in (but not control) the
 defense of such  action, with its  counsel and at  its own  expense.  If the
 indemnifying party  thereafter seeks  to question  the manner  in which  the
 indemnified party defended such third party claim or the amount or nature of
 any such settlement, the indemnifying party  shall have the burden to  prove
 by a preponderance of the evidence that the indemnified party did not defend
 or settle such third party claim in a reasonably prudent manner.

      Section 6 Collection of Accounts Receivable.

      6.1  For a period at three  (3) months  after  the  Closing  Date  (the
 "Collection Period") BUYER shall use its reasonable best efforts to  collect
 the Accounts Receivable.  BUYER may, but  shall not be  obligated to, use  a
 collection  agency  or  commence  legal  actions  in  connection  with  such
 collection efforts.  BUYER  shall maintain complete  records of all customer
 payments  received  by  BUYER.  During  the  Collection  Period,  authorized
 representatives of  PC  DYNAMICS shall  have  reasonable access  to  BUYER's
 premises,  credit  personnel  and  accounts  receivable  records,  including
 without limitation, bank  deposits and  cash receipts  information, for  the
 purpose of  monitoring  BUYER's collection  procedure  with  respect  to the
 Accounts Receivable and consulting with BUYER concerning such procedure.  PC
 DYNAMICS may, but  shall not  be obligated to,  use a  collection agency  or
 commence legal  actions in  an effort  to  collect the  Accounts  Receivable
 during the Collection  Period upon reasonable  notice to  BUYER.  Within ten
 (10) business days after the end of each month during the Collection Period,
 BUYER shall furnish to  PC DYNAMICS a statement  setting forth the  Accounts
 Receivable showing the aging thereof as  of the end of such month.  Promptly
 after the  expiration  of  the Collection  Period,  BUYER  shall  advise  PC
 DYNAMICS of those Accounts  Receivable which have not  been collected as  of
 the end of the Collection Period which BUYER wishes PC DYNAMICS to purchase.
 BUYER shall assign and sell to  PC DYNAMICS (without recourse to BUYER)  all
 such designated Accounts  Receivable then  remaining unpaid  for a  purchase
 price equal  to the  book value  of  the Accounts  Receivable as  set  forth
 Schedule 3 after deducting  the aggregate amount  collected by BUYER  during
 the Collection Period.
<PAGE>
      6.2  Upon PC  DYNAMICS' repurchase  of  any unpaid  Account  Receivable
 pursuant to this Section.  (a) BUYER shall promptly  deliver to PC  DYNAMICS
 any tangible evidence of such Account  Receivable then in the possession  of
 BUYER or under its control,  and (b) PC DYNAMICS  shall be entitled to  take
 any and all actions  which it may  deem necessary or  desirable in order  to
 collect such unpaid Account Receivable.  BUYER will, from time to time after
 such repurchase, execute  and deliver to  PC DYNAMICS  such instruments  and
 other documents as PC DYNAMICS may reasonably request to assist PC  DYNAMICS
 in its collection efforts.

      6.3  In the  event  that  any payment  received  by  BUYER  during  the
 Collection Period is  remitted by a  customer which is  indebted under  both
 Accounts Receivable and  an account receivable  arising out of  the sale  of
 inventory in the ordinary course of business after the Closing Date (a  "New
 Receivable"),  such  payments  shall  first  be  applied  to  the   Accounts
 Receivable due from such customer and the balance remaining after payment in
 full of all Accounts Receivable due  from such customer shall be applied  to
 the New Receivable.

      6.4  BUYER will cooperate,  at PC DYNAMICS'  expense, with PC  DYNAMICS
 in collecting any Accounts Receivable which  are repurchased by PC  DYNAMICS
 pursuant to this Section;  provided, however, that  the foregoing shall  not
 require BUYER to be a party to any action brought by PC DYNAMICS to  collect
 such Accounts Receivable.

      6.5  PC DYNAMICS  hereby authorizes  BUYER to  open  any and  all  mail
 addressed to the PC DYNAMICS (if delivered by BUYER) if received on or after
 the Closing Date and  prior to the expiration  of the Collection Period  and
 hereby grants to BUYER a power of attorney to endorse and cash any checks or
 instruments made  payable  or endorsed  to  PC  DYNAMICS or  its  order  and
 received by BUYER.

      6.6  Any sums received by BUYER in respect of Accounts Receivable  (and
 so identified by the relevant account  debtor) after their repurchase  by PC
 DYNAMICS pursuant to Section  6.1 hereof, shall  be promptly transmitted  by
 BUYER to PC DYNAMICS.

      Section 7.     Post-Closing, Consents: Nonassignable Contracts.

      7.1  If requested by BUYER after the Closing Date  with respect to  any
 Contract, PC DYNAMICS will  cooperate with BUYER to  obtain any third  party
 consents with respect to such Contract:  that was not obtained prior to  the
 Closing Date and that  is required to transfer  and assign such Contract  to
 BUYER in connection with the transactions contemplated by this Agreement. To
 the extent that  the transfer or  attempted transfer of  any Contract  could
 constitute a breach or a violation  of any law, rule or regulation,  nothing
 in this  Agreement will  constitute a  transfer  or  an  attempted  transfer
 thereof or the assumption by BUYER of any liabilities or obligations arising
 thereunder or otherwise relating thereto.
<PAGE>
      Section 8.       Employees

      8.1  BUYER shall  deliver an  offer of  employment at  least five  days
 prior to the  Closing Date  to all  of the  employees listed  on Schedule  6
 attached hereto, each of whom has been  employed by PC DYNAMICS in whole  or
 in part in connection with the business of PC DYNAMICS.  BUYER's offer shall
 be contingent upon the occurrence of the Closing and shall provide  that all
 accrued but unused vacation earned by such employees while in the employ  of
 PC DYNAMICS shall be  carried over and honored  by BUYER upon  acceptance of
 BUYER's offer  of employment.  All employees  who  accept BUYER's  offer  of
 employment shall become employees of BUYER effective upon the  Closing (such
 employees hereinafter  referred to  as  the "Continuing  Employees").  BUYER
 shall provide  to  PC DYNAMICS  at  the Closing  a  list of  all  Continuing
 Employees and PC DYNAMICS shall deliver a termination notice to each of  the
 Continuing Employees of BUYER.

      Section 9.     Miscellaneous.

      9.1  No party will issue any press release or announcement  relating to
 the subject matter of this Agreement  without the prior written approval  of
 the other party; provided that any  party may make any public  disclosure it
 believes in good faith is required by  law or regulation  (in which case the
 disclosing  party  will  advise  the  other  party  prior  to  making   such
 disclosure).

      9.2  Except as otherwise expressly provided by this Agreement, each  of
 the parties hereto will bear all legal and other expenses incurred by it  or
 on its  behalf in  connection with  the  transactions contemplated  by  this
 Agreement.

      9.3  The provisions of this Agreement may be amended or waived only  by
 a written agreement  between PC  DYNAMICS and  BUYER.  No  course of dealing
 between the parties to this Agreement or any delay in exercising any  rights
 hereunder will waive any rights of such parties.

      9.4  No party hereto may assign or delegate any of such party's  rights
 or obligations  under  or in  connection  with this  Agreement  without  the
 written consent of the other party hereto; provided that (i) PC DYNAMICS may
 assign this  Agreement  to M-Wave,  Inc.  and  (ii) BUYER  may  assign  this
 Agreement to  a wholly-owned  subsidiary of  BUYER (provided  that any  such
 assignment shall nor relieve  BUYER from any of  its obligations under  this
 Agreement). Except as otherwise expressly provided herein, all covenants and
 agreements contained in this Agreement by or on behalf of any of the parties
 hereto  will  be  binding  upon  and  enforceable  against  the   respective
 successors and assigns  of such party  and will be  enforceable by and  will
 inure to the benefit of the  respective successors and permitted assigns  of
 such party.

      9.5  Whenever possible,  each  provision  of  this  Agreement  will  be
 interpreted in such  manner as to  be effective and  valid under  applicable
 law, but if any provision of this Agreement  is held to be prohibited by  or
 invalid under applicable law, such provision will be ineffective only to the
 extent of such prohibition or invalidity, without invalidating the remainder
 of this Agreement.
<PAGE>
      9.6  This Agreement  may  be executed  simultaneously  in two  or  more
 counterparts any one of which need  not contain the signatures of more  than
 one party, but all such counterparts taken together will constitute  one and
 the same Agreement.

      9.7  The  descriptive headings  of  this  Agreement  are  inserted  for
 convenience only and do not constitute a part of this Agreement.

      9.8  All notices,  demands  or  other communications  to  be  given  or
 delivered under or by reason of the provisions of this Agreement will be  in
 writing and will be deemed to  have been given when delivered  personally to
 the recipient or when sent to the recipient by telecopy (receipt confirmed),
 one business day  after the  date when sent  to the  recipient by  reputable
 express courier service  (charges prepaid) or  two business  days after  the
 date when mailed to  the recipient by certified  or registered mail,  return
 receipt requested  and  postage prepaid.  Such  notices, demands  and  other
 communications will  be sent  to  PC DYNAMICS  and  BUYER at  the  addresses
 indicated below, or to such other address as  a party may from time to  time
 designate by  notice  to the  other  party  given in  accordance  with  this
 Section:

      If to
      PC DYNAMICS:   PC DYNAMICS, INC.
                     c/o M-Wave, Inc.
                     216 Evergreen Street
                     Bensenville, IL 60106
                     Attention: President


      If to
      BUYER:         PC DYNAMICS OF TEXAS, INC.
                     10501 FM 720 East
                     Frisco, Texas 75035
                     Attention:     D. Ronald Allen


      9.9  Except as  otherwise expressly  provided in  this Agreement,  this
 Agreement will not confer any rights  or remedies upon any person or  entity
 other than PC DYNAMICS, BUYER and  their respected successors and  permitted
 assigns.

      9.10 This Agreement and the other Transaction Documents constitute  the
 entire agreement among the parties and supersedes any prior  understandings,
 agreements or representations by or among the parties, written or oral, that
 may have related in any way to the subject manner hereof.

      9.11 The language  used in  this Agreement  will be  deemed to  be  the
 language chosen by the parties to  express their mutual intent, and no  rule
 of strict construction  will be applied  against any party.  The use of  the
 word "including" in this Agreement means "including without limitation"  and
 is intended by the parties to be by way of example rather than limitation.
<PAGE>
      9.12  The Exhibits  and  Schedules  identified  in  this  Agreement are
 incorporated herein by reference and made a part hereof.

      9.13 All  questions   concerning   the   construction,   validity   and
 interpretation of this Agreement and the Exhibits and Schedules hereto  will
 be governed by the internal law, and not the law of conflicts, of the  State
 of Illinois.  Any legal action or  proceeding with respect to this Agreement
 shall be brought exclusively in  the courts of the  State of Illinois or  of
 the United States of America within  Cook County, Illinois and by  execution
 and delivery of this Agreement, each of the parties hereto hereby  consents,
 for itself  and in  respect of  its  property, to  the jurisdiction  of  the
 aforesaid courts.  Each of the parties  hereto hereby irrevocably waives any
 objection, including  without limitation,  any objection  to the  laying  of
 venue or  based on  grounds of  forum non  conveniens which  it may  now  or
 hereafter have  to  the  bringing  of  any  action  or  proceeding  in  such
 jurisdiction in respect of this Agreement or any document related hereto.


      IN WITNESS WHEREOF, the parties hereto  have executed and deliver  this
 Agreement as of the date first written above.


                               PC DYNAMICS CORPORATION


                               By:   /s/
                                    ---------------------
                               Its:
                                    ---------------------


                               PC DYNAMICS OF TEXAS, INC.


                               By:   /s/
                                    ---------------------
                               Its:
                                    ---------------------

<PAGE>
 For purposes of Section 1.4
 of this Agreement:


 M-WAVE, INC.


 By:   /s/
      ----------------------
 Its:
      ----------------------