ASSET PURCHASE AGREEMENT,

                                     BETWEEN


                       AMERICAN TEMPORARY SANITATION, INC.

                                       AND

                         P.W. STEPHENS RESIDENTIAL, INC.











                            DATED DECEMBER ___, 1998

<PAGE>


                            ASSET PURCHASE AGREEMENT

         This  Agreement  ("Agreement")  is made as of this ___ day of December,
1998, between AMERICAN TEMPORARY SANITATION, INC., a New York corporation, whose
address  is 17  Reardon  Road,  Queensbury,  NY  12804  ("Purchaser"),  and P.W.
STEPHENS  RESIDENTIAL,  INC., a California  corporation,  whose address is 15201
Pipeline Lane, Suite B, Huntington  Beach, CA 92649,  ("Seller").  Purchaser and
Seller are collectively sometimes referred to in this Agreement as "Parties" or,
individually, as a "Party".

                                  INTRODUCTION

         WHEREAS, Purchaser wishes to purchase from Seller, and Seller wishes to
sell  to  Purchaser,  substantially  all of the  assets  of  Seller  used in the
[industrial  services  business]  conducted  by the Seller as of the date hereof
(the  "Business"),  which sale and purchase shall  hereinafter be referred to as
the "Acquisition";

         NOW  THEREFORE,  in  consideration  of the  following  representations,
warranties, covenants and agreements, the parties agree as follows:

                                   DEFINITIONS

         "Accounts  Receivable" means the accounts receivable of the Business as
of the Closing  Date,  including  work in progress that has been accrued but not
yet  invoiced  as of the  Closing  Date,  as  shown on the  Accounts  Receivable
Schedule.

         "Accounts  Receivable  Schedule"  means the  schedule  of the  Seller's
accounts  receivable  as of the Closing  Date to be  delivered  by Seller to the
Purchaser pursuant to ss. 2.4.

         "Acquisition" has the meaning set forth in the preface above.

         "Acquisition  Proposal" means any proposal for a merger,  consolidation
or other  business  combination  involving  the  Seller for the  acquisition  or
purchase  of any equity  interest  in or  material  portion of the assets of the
Seller,  other  than  the  transactions  with  Purchaser  contemplated  by  this
Agreement.

          "Adjustment Amount." has the meaning set forth in ss. 2.3.1 below.

         "Adverse Consequences" has the meaning set forth in ss. 4.1.1 below.

         "Assets" has the meaning set forth in ss. 2.1 below.

         "Assumed Liabilities" has the meaning set forth in ss. 3.1.6 below.

         "Benefit Plan" has the meaning set forth in ss. 5.1.14 below.

         "Bill of Sale" has the meaning set forth in ss. 2.8.1 below.

         "Business" has the meaning set forth in the preface above.

         "Business Data" has the meaning set forth in ss. 2.1.7 below.

         "Cash Consideration" has the meaning set forth in ss. 2.3.

          "Closing Date" has the meaning set forth in ss. 1.1 below.

          "Completed  Project" means a project in which, as of the Closing Date,
the Company has within the one-year  period  immediately  preceding the Closing,
completed  all services  required to be performed  thereunder  and that has been
closed out and fully invoiced.

          "Contract  Value " means the  amount  (including  expenses)  that each
party with whom the Seller is  engaged  in a Project is  required  to pay to the
Seller  upon  completion  of such  Project,  as set  forth  on the  Job  Summary
Schedule.

         "Contracts" as the meaning set forth in ss. 2.1.3 below.

          Encumbrances" means all liens, security interests, pledges, mortgages,
deeds of trust, claims, rights of first refusal, options, charges,  restrictions
or conditions to transfer or assignment, liabilities,  obligations,  privileges,
equities, easements, rights of way, limitations, reservations, restrictions, and
other encumbrances of any kind or nature.

          "Environmental  Laws  "means:  (i)  the  Comprehensive   Environmental
Response  Compensation  and  Liability  Act,  42  U.S.C.  sec 9601 et seq.,  the
Resource  Conservation  and Recovery Act, 42 U.S.C.  sec 6901 et seq., the Clean
Water Act, 33 U.S.C.  sec 1251 et seq.,  the Clean Air Act, 42 U.S.C sec 7401 et
seq., the Toxic Substances  Control Act, 15 U.S.C. sec 2601 et seq.; the Federal
Insecticide,  Fungicide and Rodenticide  Act, 7 U.S.C. sec 136; the Occupational
Safety  and  Health  Act,  29 U.S.C.  sec 651 et seq.  ("OSHA");  the  Pollution
Prevention  Act, 42 U.S.C.  sec 13101 et seq.;  the Oil Pollution Act, 33 U.S.C.
sec 2701 et seq.;  the Safe Drinking  Water Act, 42 U.S.C.  sec 300fet seq.; and
(ii) national,  state,  regional and local  counterparts to any of the foregoing
statutes, both within and outside the U.S.; (iii) national,  state, regional and
local enactments which regulate or address  Environmental  Matters,  both within
and outside of the U.S.; and, (iv) regulations,  codes, plans, orders,  decrees,
judgments, notices guidelines,  authoritative interpretations or demands issued,
entered, promulgated or approved under any of the foregoing.

          "Environmental  Matters" means all matters  relating in any way to (i)
soil,  air and water  and  groundwater  pollution  or  contamination,  including
without  limitation,  any on-site or off-site  pollution or contamination;  (ii)
damages to the  natural  environment  or natural  resources;  (iii)  releases or
discharges of waste,  Hazardous Materials,  or pollutants or contaminants;  (iv)
occupational  health and  safety;  or (v) the  generation,  transport,  storage,
recycling  or disposal of  Hazardous  Materials  or wastes  (including,  without
limitation, garbage, refuse, slag, sludge and other discarded materials, whether
solid, liquid, semisolid or gaseous and whether on-site or off-site).

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

          "Hazardous  Materials" means those elements,  compounds and substances
identified in any of the Environmental Laws as "hazardous materials", "hazardous
substances", or "hazardous wastes", as well as any other elements,  compounds or
substances  which are  listed or  identified  as  "pollutants",  "contaminants",
"hazardous"  or "toxic" (or by other terms of similar  meaning) under any of the
Environmental  Laws.  The  term  "Hazardous  Materials"  specifically  includes,
without limitation, radioactive materials, petroleum products and asbestos.

          "Indemnifying Party" has the meaning set forth in ss. 4.2 below.

          "Intellectual  Property" means all of the Seller's rights to the names
under  which  it is  incorporated  or  under  which it  currently  conducts  its
business,  and all of the Seller's rights to any patents,  patent  applications,
trademarks  and  service  marks   (including   registrations   and  applications
therefor),  trade names, logos, copyrights and written know-how,  trade secrets,
licenses  and  sublicenses  and all similar  proprietary  data and the  goodwill
associated therewith.

          "Inventory and Supplies" has the meaning set forth in ss. 2.1.5 below.

          "Job  Summary  Schedule"  means the  schedule  of  Projects  and their
related  Contract  Values,  Recognized  Billings  and  Recognized  Costs  to  be
delivered by the Seller to the  Purchaser  three days before the Closing Date in
accordance with ss. 2.5.

          "Leased Properties" has the meaning set forth in ss. 2.1.3 below.

          "Licenses and Permits" has the meaning set forth in ss. 2.1.6 below.

          "Material" means any amount, effect, changed circumstance or condition
significant  or  substantive  to the business,  operations,  assets or financial
condition or results of operations of the Party or Parties at issue, unless such
amount,  effect,  changed circumstance or condition is due to general changes in
the economy or the general industry in which the Party at issue operates.

          "Ongoing  Project" means a project that is not a Completed Project and
for which the Seller has incurred  Recognized Billings and Recognized Costs, but
has not received the entire Contract Value therefor.

          "Personal Property" has the meaning set forth in ss. 2.1.2 below.

          "Project" means any project that has been assigned a job number in the
Company's  accounting  system  and in which the  Seller is  performing  services
pursuant  to the  Business as of the date of the Job  Summary  Schedule,  all of
which are set forth on the Job Summary Schedule.

          "Properties" has the meaning set forth in ss. 2.1.3 below.

          "Purchase Price" means an amount equal to the Cash  Consideration  and
the initial principal amounts of the Secured Note.

          "Purchaser" has the meaning set forth in the preface above.

          "Real Property" has the meaning set forth in ss. 2.1.1 below.

          "Recognized  Billings"  means the  amount of  revenue,  calculated  in
accordance with the Seller's accounting procedures recognized on the Job Summary
Schedule, with respect to each Project.

           "Recognized Costs" means the amount of Seller's costs,  calculated in
accordance with Seller's  accounting  procedures,  recognized on the Job Summary
Schedule with respect to each Project.

          "Retained Assets" has the meaning set forth in ss. 2.2 below.

         "Secured Note" has the meaning set forth in ss. 2.3 below.

          "Seller" has the meaning set forth in the preface above.

         "Title Policy" has the meaning set forth in ss. 3.2 below.

          "Transaction  Documents"  means this Agreement,  the Secured Note, the
Security Agreement - Pledge and the Employment Agreements.

 1.      CLOSING

          1. Closing.  The closing of the transactions  contemplated hereby (the
"Closing")  shall  take  place  on a date  mutually  acceptable  to  Seller  and
Purchaser no later than 30 days after all of the conditions  precedent described
in ss. 10 and 11 hereof have been satisfied or waived (the "Closing Date"),  but
in no event shall the Closing be later than December 31, 1998. The Closing shall
take   place   at   10:00   a.m.   on  the   Closing   Date   at   the   offices
of___________________________

 2.      PURCHASE, SALE AND RELATED MATTERS

          2.1. Assets. At Closing,  Seller will sell, transfer,  convey,  assign
and deliver to Purchaser,  and Purchaser  will purchase and acquire from Seller,
all of  Seller's  assets  (the  "Assets"),  including,  but not  limited to, the
following assets:

               2.1.1.  Real  Property.  The real  property set forth in Schedule
          2.1.1   together   with  all   buildings,   improvements,   easements,
          restrictions and fixtures  relating thereto  (collectively,  the "Real
          Property");

               2.1.2.  Machinery  and  Equipment.   All  machinery,   equipment,
          vehicles,   furniture,   office  equipment,   computers  and  computer
          accessories,  spare  parts and all other  items of  tangible  personal
          property owned or used (but  excluding  leased  personal  property) by
          Seller in the Business,  including without  limitation those items set
          forth in Schedule 2.1.2 (collectively, the "Personal Property");

               2.1.3.   Contracts   and   Leased   Properties.   To  the  extent
          transferable  or  assignable,   without  further  consideration,   the
          contracts,  purchase orders,  leases, lease improvements,  non-compete
          agreements,  vendor approvals,  confidentiality agreements,  insurance
          policies,   performance  bonds,  claims,  benefits  under  all  liens,
          warrants and guarantees,  bids and proposals (whether or not awarded),
          work in progress and other  agreements  associated  with the Business,
          including  without  limitation  those  set  forth  in  Schedule  2.1.3
          (collectively,  the  "Contracts").  Schedule 2.1.3 also identifies all
          leases  of real  property  used or  occupied  by Seller  (the  "Leased
          Properties";  the Real Property and Leased Properties are collectively
          referred to in this Agreement as the "Properties");

               2.1.4.  Intellectual  Property.  The  Intellectual  Property  and
          associated  licenses and  sublicenses  used by the Seller and Seller's
          rights to the Intellectual  Property,  all material items of which are
          listed  on  Schedule  2.1.4,  remedies  against  infringements  of the
          Intellectual  Property,  and rights to protection of the  Intellectual
          Property under the laws of all jurisdictions;

               2.1.5. Inventory and Supplies. To the extent owned by Seller, all
          work-in-process,  inventory,  materials,  finished products,  supplies
          (including marketing materials and brochures), and packaging supplies,
          including,  without  limitation,  those  set forth in  Schedule  2.1.5
          (collectively, the "Inventory and Supplies");

               2.1.6.  Licenses and  Permits.  To the extent  transferable,  all
          governmental   licenses,   permits,   authorizations   and  approvals,
          franchises,   consents,  filings  and  applications  for  any  of  the
          foregoing,   used  by  Seller  in  the  Business,   including  without
          limitation  those  set  forth in  Schedule  2.1.6  (collectively,  the
          "Licenses and Permits");

               2.1.7.  Business  Data.  All  information,  documents and records
          (such as  customer  files,  pricing  data and  supplier  data) used by
          Seller in connection  with the Business or used in connection with any
          of the Assets (collectively, the "Business Data");

               2.1.8.  Accounts  Receivable.  The  accounts  receivable  of  the
          Business as of the Closing  Date as shown on the  Accounts  Receivable
          Schedule;

               2.1.9.  Lock  Boxes.  To the  extent  transferable,  any  and all
          lock-boxes of Seller, all of which are listed on Schedule 2.1.9;

               2.1.10.  Tax and  Accounting  Records.  All  tax  and  accounting
          records and files relating to the Business;

               2.1.11.  Personnel Files. All personnel files and records related
          to any employee of Seller who gives  permission  to Seller to transfer
          such records to Purchaser;

               2.1.12.  Prepaid  Expenses.  The  expenses  of the Seller and the
          Business, to the extent pre-paid as of the Closing, including, but not
          limited to, pre-paid taxes, pre-paid rent, pre-paid service contracts,
          and prepaid miscellaneous expenses;

               2.1.13. Cash. All cash;

               2.1.14.  Other  Assets.  All other assets shown on the  worksheet
          attached as Schedule  2.1.14.,  and all of the additional  privileges,
          rights,  interests,  properties and assets of the Seller of every kind
          and description and wherever  located that are used in the Business or
          intended  for use in the  Business  in  connection  with,  or that are
          necessary for the continued conduct of, the Business.

               2.2.  Retained  Assets.  Seller  shall  retain  all  right,
          title and interest in and to the following assets  (collectively, the
          "Retained Assets"),all of which are itemized on Schedule 2.2.

               2.2.1. Tax Refunds and Other Credits. All tax refunds,  insurance
          proceeds and credits  attributable  to the Business before the Closing
          Date  or  resulting  from  the   consummation   of  the   transactions
          contemplated herein;

               2.2.2.  Personnel  Files. All personnel files and records related
          to any employee of Seller who does not give permission to provide such
          records to Purchaser;

               2.2.3.  Employee Benefit Plans. All right,  title, or interest in
          any employee benefit plan of Seller;

               2.2.4.  Corporate  Charter and Related  Documents.  The corporate
          charter,  qualifications to conduct business as a foreign corporation,
          arrangements    with    registered    agents   relating   to   foreign
          qualifications,  taxpayer  and other  identification  numbers,  seals,
          minute books,  stock transfer  books,  blank stock  certificates,  and
          other  documents  relating  to  the  organization,   maintenance,  and
          existence of Seller as a corporation;

               2.2.5.  Lawsuits.  All records  relating  to pending  lawsuits to
          which  Seller  is a party  (provided  that  copies  of  non-privileged
          material  and that  relate to or  involve  the  Business  shall,  upon
          request, be furnished to Purchaser);

               2.2.6.  Property  Unrelated to the Business.  All owned or leased
          real and personal  property that is not associated  with the Business,
          together with all of the structures, fixtures and improvements located
          thereon;

               2.2.7.  Purchase  Price.  The  consideration  to be  delivered to
          Seller pursuant to this Agreement;

               2.2.8.  Seller's  Contractual Rights. Any of the rights of Seller
          under this  Agreement (or under any side  agreement  between Seller on
          the one hand and the  Purchaser  on the other hand  entered into on or
          after the date of this Agreement); and,

               2.2.9.  Assets Unrelated to the Business.  Every other asset that
          is not an Asset relating to the Business.

          2.3.  Purchase Price. As consideration  for the Assets,  the Purchaser
shall pay to the Seller  $2,400,000:  The Purchase Price shall be adjusted after
the Closing in accordance with Section 2.3.1 by adding the Adjustment  Amount to
the Purchase Price.

                2.3.1.  Adjustment Amount. The Adjustment Amount (which may be a
                        positive   or   negative   number)   will  be  equal  to
                        (a)Accounts Receivable less i)allowance for bad debt and
                        ii) Accounts Payable, minus (b) $1,250,000.

          2.4.  Uncollectible Accounts Receivable.  At the Closing, Seller shall
deliver to the Purchaser the Accounts Receivable Schedule,  which shall show the
Accounts  Receivable  of the  Business  as of the  Closing  Date,  along  with a
breakdown  of  all  invoiced  Accounts   Receivable  and  all  accrued  Accounts
Receivable that have not been invoiced.

               2.4.1.  With respect to any Accounts  Receivable  on the Accounts
          Receivable  Schedule  that relate to Completed  Projects,  if any such
          Accounts  Receivable prove to be uncollectible  within 120 days of the
          Closing Date, the Purchaser  shall assign such Accounts  Receivable to
          the Seller or its  designee and the  principal  amount of the Purchase
          Price shall be reduced by the  amount,  if any, by which the amount of
          such Accounts  Receivable  exceeds the accrual for bad debts as of the
          Closing Date.

               2.4.2.  With  respect  to any other  Accounts  Receivable  on the
          Accounts  Receivable  Schedule:  (i) if any such  Accounts  Receivable
          prove to be uncollectible  within 120 days of the later of the invoice
          date or the Closing  Date;  and,  (ii) if the  collectibility  of such
          Accounts  Receivable shall not have been adversely affected by the act
          or omission of the  Purchaser on or after the Closing,  the  Purchaser
          shall assign such  Accounts  Receivable  to the Seller or its designee
          and the principal  amount of the Purchase Price will be reduced by the
          amount,  if any,  by which  the  amount  of such  Accounts  Receivable
          exceeds the accrual for bad debts as of the Closing Date.

               2.4.3. The total of all reductions in the principal amount of the
          Purchase Price pursuant to sections 2.4.1 and 2.4.2 above,  the Seller
          shall pay to the  Purchaser  the  amount by  certified  or bank  check
          within  30 days of  receiving  Purchaser's  invoice  for  such  amount
          accompanied by an assignment of the Accounts Receivable in question.

          2.5. Recognized Costs. No less than three days before the Closing, the
Seller shall deliver to the  Purchaser a schedule  (the "Job Summary  Schedule")
setting forth, with respect to each Project,  the Contract Value, the Recognized
Costs,  and the  identification  of the  Project  as a  Completed  Project or an
Ongoing Project.

               2.5.1. With respect to each Completed Project, if there are costs
          attributable  to such  Completed  Project in excess of the  Recognized
          Costs set  forth on the Job  Summary  Schedule,  the  Purchaser  shall
          provide  to Seller  documentation  substantiating  such  costs and the
          principal  amount of the Purchase Price shall be reduced by the amount
          of such costs; provided, however, that there shall be no adjustment of
          the principal  amount of the Purchase Price until the aggregate amount
          of such costs for all Completed Projects exceeds $10,000.  If and when
          the aggregate amount of such costs for all Completed  Projects exceeds
          $10,000,  the principal  amount of the Purchase Price shall be reduced
          by the amount of the total of all such costs.

               2.5.2.  With respect to each Ongoing Project,  if there are costs
          that  were  incurred  before  the  date  of the Job  Summary  Schedule
          attributable to such Ongoing Project in excess of the Recognized Costs
          set forth on the Job Summary Schedule,  the Purchaser shall provide to
          Seller  documentation  substantiating  such  costs  and the  principal
          amount of the  Purchase  Price  shall be reduced by the amount of such
          costs;  provided,  however,  that there shall be no  adjustment of the
          principal  amount of the Purchase Price until the aggregate  amount of
          such costs for all Ongoing Projects  exceeds $10,000.  If and when the
          aggregate  amount  of such  costs  for all  Ongoing  Projects  exceeds
          $10,000,  the principal  amount of the Purchase Price shall be reduced
          by the amount of the total of all such costs.

               2.5.3. The total of all reductions in the principal amount of the
          Purchase Price pursuant to Sections 2.5.2 and 2.5.3 above,  the Seller
          shall pay to the  Purchaser  the excess  amount by  certified  or bank
          check within 30 days of receiving  Purchaser's invoice for such amount
          accompanied by the substantiating documentation.

          2.6.  Allocation of the Purchase Price. Seller and Purchaser shall use
their  best  efforts  to  agree,  within  90 days  of the  Closing  Date,  to an
allocation of the Purchase Price (together with  liabilities  assumed  hereunder
and other  relevant  items) among the Assets.  Seller and  Purchaser  represent,
warrant and agree that such allocation  will be determined  through arm's length
negotiations.  If the  Parties  are  unable  to  agree  on the  allocation,  the
allocation  shall be determined by an independent  accounting firm acceptable to
Purchaser and Seller, such agreement not to unreasonably  withheld,  conditioned
or  delayed,  whose  resolution  shall be binding  and  enforceable  against the
Parties hereto.  Such  allocation  will comply with the  requirements of Section
1060 of the Code.  Purchaser will prepare IRS Form 8594 for Seller's  review and
comment.  Seller and  Purchaser  each agrees  that,  to the extent  permitted by
applicable  law,  it will adopt and use the amounts  allocated  to each asset or
class of assets for purposes of all Federal,  state and other income Tax returns
or reports of any nature filed by it, and that it will not voluntarily  take any
position  inconsistent  therewith  upon  examination  of any such Tax returns or
reports, in any claim for refund, in any litigation or otherwise with respect to
such Tax  returns  or  reports.  Notwithstanding  any other  provisions  of this
Agreement,  the  foregoing  agreement  shall  survive the Closing  Date  without
limitation.

          2.7. Further Assurances.  At the Closing,  and from time to time after
the Closing:

               2.7.1.  Conveyance  Documents.  At the request of Purchaser,  and
          without  further  consideration,  Seller  shall  promptly  execute and
          deliver to Purchaser such  certificates and other instruments of sale,
          conveyance,  assignment and transfer,  and take such other action,  as
          may reasonably be requested by Purchaser to sell,  convey,  assign and
          transfer to and vest in Purchaser or to put Purchaser in possession of
          the Assets;

               2.7.2. Assumption Documents. At the request of Seller and without
          further consideration, Purchaser shall promptly execute and deliver to
          Seller such certificates and other instruments of assumption, and take
          such other  action,  as may  reasonably  be  requested  by Seller more
          effectively  to confirm and carry out the  assumption  by Purchaser of
          the obligations of Seller assumed by Purchaser hereunder.

               2.7.3.  Consents  and  Related  Matters.  To the extent  that any
          consents,  waivers or approvals necessary to convey items of Assets to
          Purchaser  are not obtained  before the Closing,  Seller shall use its
          reasonable best efforts to:

                        2.7.3.1.Benefits of Assets. Provide to Purchaser, at the
                request of Purchaser, the benefits of any such Asset;

                        2.7.3.2.  Cooperation.  Cooperate in any  reasonable and
                lawful arrangement,  approved by Purchaser,  designed to provide
                such benefits to Purchaser; and

                        2.7.3.3. Exercise of Rights. Enforce and perform, at the
                request  and expense of  Purchaser,  and for the  liability  and
                account  of  Purchaser,  any  rights  or  obligations  of Seller
                arising  from any such Asset  against or in respect of any third
                person (including a government or governmental unit),  including
                the right to elect to terminate  any  contract,  arrangement  or
                agreement in  accordance  with the terms thereof upon the advice
                of Purchaser;

          2.8.  Instruments of Conveyance,  Transfer,  Assumption,  Etc.  Seller
shall properly execute and deliver to Purchaser at the Closing:

               2.8.1. Bill of Sale. The Bill of Sale,  substantially the form of
          Exhibit  B,  evidencing  the  sale  of the  Assets  to the  Purchaser,
          assigning to the Purchaser the  assignable  Contracts,  the assignable
          leases for the Leased  Properties,  and the Licenses and Permits,  and
          transferring to Purchaser all of Seller's right, title and interest in
          and to the Intellectual Property included in the Assets.

               2.8.2. Deeds. Deeds in the form of Exhibit C; and,

               2.8.3.  Other.  Such other  necessary  documents as Purchaser may
          reasonably request.

          2.9.  Risk of Loss.  The risk of loss or  damage to all  Assets  shall
remain with Seller until consummation of the Closing.

 3.      CERTAIN LIABILITIES

          3.1.  Liabilities  Assumed. At the Closing,  and on and subject to the
terms and conditions of this  Agreement,  the Purchaser  shall assume and become
responsible for only the following liabilities:

               3.1.1.  Accounts  Payable.  Seller's  accounts  payable as of the
          Closing,  including  purchase  orders issued in the ordinary course of
          business,  but not yet booked as an account  payable as of the Closing
          Date;

               3.1.2.  Unpaid Taxes.  All liabilities of Seller for unpaid taxes
          with respect to periods after the Closing;

               3.1.3. Employees. All liabilities and obligations for all periods
          as of and after the Closing  Date with  respect to Seller's  employees
          who become  employed  by  Purchaser,  including  all  liabilities  and
          obligations  with respect to such employees for disability or workers'
          compensation  claims,  that arise out of incidents occurring after the
          Closing  Date,  it being  understood  that the Seller  will retain all
          liabilities  and  obligations  for all periods before the Closing Date
          with respect to Seller's  employees,  including  all  liabilities  and
          obligations  with respect to such employees for disability or workers'
          compensation  claims  that  arose out of events  occurring  before the
          Closing Date;

               3.1.4.  Liabilities  Relating  to  the  Assets.  Other  than  the
          liabilities  and  obligations   identified  on  Schedule  3.1.4,   all
          liabilities and obligations of Seller under the agreements, contracts,
          leases, licenses, and other arrangements referred to in the definition
          of Assets;

               3.1.5.  Environmental  Liabilities.  All liabilities  relating to
          Environmental Matters arising out of acts or omissions occurring as of
          or after the Closing  Date; it being  understood  that the Seller will
          remain obligated for any liabilities relating to Environmental Matters
          arising out of acts or omissions occurring before the Closing Date.

               3.1.6.  Other. All other liabilities and obligations of Seller or
          the  Business  arising as of or after the Closing  (collectively,  and
          together   with   amounts   described   in  ss.  3.2,   the   "Assumed
          Liabilities").

          3.2. Transfer Taxes and Expenses.  Purchaser assumes liability for and
shall pay all sales, use,  privilege and other transfer or similar Taxes imposed
on it by law as a result  of the  transactions  contemplated  hereby.  Purchaser
shall pay all recording fees and costs, and all transfer taxes or revenue stamps
incidental to the recordation of the deed(s) conveying the Real Property. Seller
shall pay all survey costs and  Purchaser  shall pay all title  commitment  (the
"Title  Policy")  and  title  insurance  premiums  in  connection  with the Real
Property.

4.        INDEMNIFICATION AND RELATED COVENANTS.

          4.1. Indemnification.  

               4.1.1.  Indemnification by the Seller. Seller shall indemnify the
          Purchaser  from and against any and all actions,  suits,  proceedings,
          hearings,   investigations,   charges,  complaints,  claims,  demands,
          injunctions,  judgments,  orders,  decrees,  rulings,  damages,  dues,
          penalties,  fines,  costs,  reasonable  amounts  paid  in  settlement,
          liabilities,  obligations,  taxes, liens, losses,  expenses, and fees,
          including  court costs and  reasonable  attorneys'  fees and  expenses
          (collectively, "Adverse Consequences") that the Purchaser shall suffer
          through  and  after the date of the  claim  for  indemnification  (but
          excluding any Adverse  Consequences  the Purchaser  shall suffer after
          the end of any  applicable  survival  period)  caused by: (i) Seller's
          breach  of  any  of  its  representations,  warranties,  covenants  or
          agreements  contained  in this  Agreement;  or (ii) any  liability  of
          Seller that is not an Assumed  Liability  (including  any liability of
          Seller  that  becomes  a  liability  of the  Purchaser  under any bulk
          transfer  law of any  jurisdiction,  under any common law  doctrine of
          defacto merger or successor liability  (including,  but not limited to
          ERISA),  or otherwise by operation of law);  provided,  however,  that
          Seller shall not have any obligation to indemnify the Purchaser  under
          this ss. 4.1 .1:

                         4.1.1.1.  Deductible.  Until the Purchaser has suffered
                    Adverse  Consequences  by  reason  of all such  breaches  in
                    excess of a $10,000 aggregate  deductible (after which point
                    Seller will be  obligated  only to indemnify  the  Purchaser
                    from and against further such Adverse Consequences); or,

                         4.1.1.2.  Limits on Indemnification.  To the extent the
                    Adverse Consequences the Purchaser has suffered by reason of
                    all such  breaches  exceeds a ceiling  equal to the Purchase
                    Price (after which point Seller will have no  obligation  to
                    indemnify  the  Purchaser  from  and  against  further  such
                    Adverse Consequences).

               4.1.2.  Indemnification  by Purchaser.  Purchaser shall indemnify
          Seller from and against any and all Adverse  Consequences Seller shall
          suffer  through  and after  the date of the claim for  indemnification
          (but excluding any Adverse  Consequences Seller shall suffer after the
          end of any  applicable  survival  period)  arising from or relating to
          Purchaser's breach any of its representations,  warranties,  covenants
          or agreements contained in this Agreement;  any Assumed Liability; or,
          the Business or the Assets  (other than those matters for which Seller
          shall indemnify Purchaser under ss. 4.1 .1 above); provided,  however,
          that  Purchaser  shall not have any obligation to indemnify the Seller
          under this ss. 4.1.2:

                         4.1.2.1.  Deductible.  Until the  Seller  has  suffered
                    Adverse  Consequences  by  reason  of all such  breaches  in
                    excess of a $10,000 aggregate  deductible (after which point
                    Purchaser  will be obligated  only to  indemnify  the Seller
                    from and against further such Adverse Consequence);

                         4.1.2.2.  Limitation on Indemnification.  To the extent
                    the Adverse  Consequences  the Seller has suffered by reason
                    of all such breaches exceeds a ceiling equal to the Purchase
                    Price (after which point  Purchaser  will have no obligation
                    to  indemnify  the  Seller  from and  against  further  such
                    Adverse Consequences).

          4.2.  Indemnification  Procedure.  If any Party  hereto  discovers  or
otherwise  becomes  aware  of  a  claim  with  respect  to  which  a  claim  for
indemnification  may be made pursuant to ss.ss. 4.1.1 or 4.1.2 of this Agreement
(including any third party claim) (the  "Indemnified  Party"),  such Indemnified
Party shall give written notice to the other Party (the  "Indemnifying  Party"),
specifying such claim;  provided,  however,  that the failure of any Indemnified
Party to give notice as provided herein shall not relieve the Indemnifying Party
of any  obligations  hereunder  to the  extent  the  Indemnifying  Party  is not
Materially prejudiced thereby. Further, promptly after receipt by an Indemnified
Party  hereunder  of  written  notice  of  the  commencement  of any  action  or
proceeding  with  respect  to  which a  claim  for  indemnification  may be made
pursuant  to this ss. 4, such  Indemnified  Party  shall,  if a claim in respect
thereof is to be made against any Indemnifying Party, give written notice to the
latter of the commencement of such action;  provided,  however, that the failure
of any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying  Party of any obligations  hereunder to the extent the Indemnifying
Party is not Materially  prejudiced  thereby. In case any such action is brought
against an Indemnified  Party, the  Indemnifying  Party shall assume the defense
thereof to the extent that it may wish, with counsel reasonably  satisfactory to
such Indemnified  Party,  and after such notice from the  Indemnifying  Party to
such  Indemnified   Party  of  its  assumption  of  the  defense  thereof,   the
Indemnifying  Party shall not be liable to such Indemnified  Party for any legal
or other  expenses  subsequently  incurred by the latter in connection  with the
defense thereof unless the  Indemnifying  Party has failed to assume the defense
of such claim and to employ counsel reasonably  satisfactory to such Indemnified
Party.  An  Indemnifying  Party who does not assume the defense of a claim shall
not be liable for the fees and  expenses  of more than one counsel in any single
jurisdiction for all parties indemnified by such Indemnifying Party with respect
to such claim or with  respect to claims  separate but similar or related in the
same jurisdiction arising out of the same general  allegations.  Notwithstanding
any of the foregoing to the contrary,  the Indemnified Party will be entitled to
select its own counsel and assume the defense of any action  brought  against it
if the Indemnifying Party fails to select counsel reasonably satisfactory to the
Indemnified  Party,  the expenses of such defense to be paid by the Indemnifying
Party.  No  Indemnifying  Party shall  consent to entry of any judgment or enter
into  any  settlement  with  respect  to a  claim  without  the  consent  of the
Indemnified Party, which consent shall not be unreasonably  withheld,  or unless
such judgment or settlement includes as an unconditional term thereof the giving
by the  claimant or plaintiff  to such  Indemnified  Party of a release from all
liability  with respect to such claim.  No  Indemnified  Party shall  consent to
entry of any  judgment  or enter into any  settlement  of any such  action,  the
defense of which has been assumed by an Indemnifying Party,  without the consent
of such Indemnifying Party, which consent shall not be unreasonably  withheld or
delayed. All costs and expenses to be paid by an Indemnifying Party on behalf of
an Indemnified Party shall be paid on a current basis as incurred.

          4.3.  Determination of Adverse Consequences.  The Purchaser and Seller
shall make appropriate adjustments for insurance coverage in determining Adverse
Consequences  for purposes of this ss. 4. All  indemnification  payments made by
the Seller under this ss. 4 shall be deemed adjustments to the Purchase Price.

          4.4.  Exclusive Remedy. The Purchaser and Seller acknowledge and agree
that  other  than  as  set  forth  in  ss.ss.   2.4  and  2.5,   the   foregoing
indemnification  provisions in this ss. 4 shall be the  exclusive  remedy of the
Purchaser  and Seller  with  respect to the  transactions  contemplated  by this
Agreement.

          4.5.  Survival  of   Representations   and  Warranties.   All  of  the
representations and warranties of the Parties contained in this Agreement, other
than the representations and warranties of the Seller contained in SS.SS. 5.1.13
and 5.1.14,  shall  survive the Closing  (even if the damaged  Party knew or had
reason to know of any  misrepresentation  or breach of  warranty  at the time of
Closing)  and  continue  in full  force  and  effect  for a period  of two years
thereafter. The representations and warranties of the Seller contained in ss.ss.
5.1.13 and 5.1.14 of this  Agreement  shall  survive  the  Closing  (even if the
damaged Party knew or had reason to know of any  misrepresentation  or breach of
warranty at the time of Closing) and continue in full force and effect until the
statute of  limitations  relating  to the action  giving  rise to the  potential
liability has expired.

          5.1. Representations and Warranties. Seller represents and warrants to
the Purchaser as follows:

               5.1.1.  Organization  and Good Standing.  Seller is a corporation
          duly organized,  validly  existing and in good standing under the laws
          of  California  has full  requisite  corporate  power and authority to
          carry on its  business as it is  currently  conducted,  and to own and
          operate the properties currently owned and operated by it, and is duly
          qualified  or  licensed to do  business  and is in good  standing as a
          foreign corporation  authorized to do business in all jurisdictions in
          which  the  character  of the  properties  owned or the  nature of the
          businesses  conducted by it would make such qualification or licensing
          necessary.

               5.1.2.   Agreements   Authorized   and  their   Effect  on  Other
          Obligations.  Seller has requisite  power and authority to execute and
          deliver this Agreement and the other Transaction Documents to which it
          is a party. The execution and delivery of this Agreement and the other
          Transaction  Documents  to  which  the  Seller  is a party  have  been
          authorized by all necessary corporate, shareholder and other action on
          the part of the Seller,  and this Agreement and the other  Transaction
          Documents  to which the  Seller  is a party are the valid and  binding
          obligations  of  the  Seller,   enforceable   against  the  Seller  in
          accordance with their respective terms,  except as enforceability  may
          be limited by bankruptcy, insolvency, reorganization, debtor relief or
          similar laws  affecting the rights of creditors  generally and subject
          to  normal   equitable   principles.   The  execution,   delivery  and
          performance of this Agreement and the other  Transaction  Documents to
          which the Seller is a party,  and the consummation of the transactions
          contemplated hereby and thereby, will not conflict with or result in a
          violation  or breach of any term or  provision  of, nor  constitute  a
          default  under  (i) the  charter  or bylaws  (or other  organizational
          documents) of the Seller,  (ii) any obligation,  indenture,  mortgage,
          deed of trust, lease,  contract or other agreement to which the Seller
          is a party or by which the  Seller or its  properties  are  bound;  or
          (iii) any  provision  of any law,  rule,  regulation,  order,  permit,
          certificate, writ, judgment, injunction, decree, determination,  award
          or other  decision  of any court,  arbitrator,  or other  governmental
          authority to which the Seller or any of its properties are subject.

               5.1.3.  Subsidiaries.  The  Seller  does not have any  subsidiary
          corporations or any interest in any other  organization,  incorporated
          or unincorporated, partnership or any other entity of any type.

               5.1.4.  Contracts.  Schedule  2.1.3  hereto  sets  forth  a true,
          complete  and accurate  list of all Material  Contracts of the Seller,
          including  leases  under  which the Seller is lessor or lessee,  which
          relate to the Assets or the  Business and are to be performed in whole
          or in part after the date hereof. All of the Material Contracts are in
          full force and effect, and constitute valid and binding obligations of
          the Seller.  The Seller is not,  and to Seller's  knowledge,  no other
          party  to  any of the  Material  Contracts  is,  in  Material  default
          thereunder,  and no event has occurred  that (with or without  notice,
          lapse of time, or the happening of any other event) would constitute a
          Material default thereunder.

               5.1.5.  Title to and  Condition  of  Assets.  The Seller has good
          title to all of the Assets,  free and clear of any  Encumbrances.  The
          Seller will transfer  good title to the Assets and the Purchaser  will
          acquire  such  good  title  upon   consummation  of  the  transactions
          contemplated  hereby.  All  of  the  Assets  are in a  state  of  good
          operating condition and repair,  ordinary wear and tear excepted,  and
          are free from any known  defects  except as may be repaired by routine
          maintenance and such minor defects as to not  substantially  interfere
          with the  continued  use thereof in the conduct of normal  operations.
          All of the Assets Materially  conform to all applicable laws governing
          their use. No notice of any violation of any law, statute,  ordinance,
          or  regulation  relating to any of the Assets has been received by the
          Seller,  except  such  as have  been  complied  with  in all  Material
          respects.

               5.1.6. Intellectual Property.  Schedule 2.1.4 hereto sets forth a
          true, complete and accurate list of all of the Intellectual  Property.
          Except as set forth on Schedule 2.1.4, (i) the  Intellectual  Property
          is owned or licensed by the Seller free and clear of any Encumbrances;
          (ii) the Seller has not granted to any other person any license to use
          any Intellectual  Property;  and (iii) the Seller has not received any
          notice  of  infringement,   misappropriation,  or  conflict  with  the
          intellectual  property  rights of others in connection with the use by
          the Seller of the Intellectual Property.

               5.1.7.  Licenses and Permits.  Schedule 2.1.6 hereto sets forth a
          true,  complete and accurate  list of all of the Licenses and Permits.
          Except  as set  forth on  Schedule  5.1.7,  each of the  Licenses  and
          Permits  and the  Seller's  rights with  respect  thereto is valid and
          subsisting,  in full force and effect,  and  enforceable by the Seller
          subject  to  administrative   powers  of  regulatory  agencies  having
          jurisdiction.  Except as set forth on Schedule 5.1.7, the Seller is in
          Material  compliance  with  the  terms  of  each of the  Licenses  and
          Permits.  None  of the  Licenses  and  Permits  have  been,  or to the
          knowledge of the Seller,  are  threatened  to be,  revoked,  canceled,
          suspended  or  modified.   Upon   consummation  of  the   transactions
          contemplated  hereby,  all  of  the  Licenses  and  Permits  that  are
          assignable  without the consent of any  governmental  or other  agency
          shall be assigned to the Purchaser.

               5.1.8.  Financial  Statements.  The Seller has  delivered  to the
          Purchaser copies of the Seller's unauditcd balance sheet as of October
          31, 1998 and related statements of income and shareholders'  equity as
          of and for the eight months ended October 31, 1998 (collectively,  the
          "Financial  Statements"),  copies  of which  are  attached  hereto  as
          Schedule  5.1.8.  The  Financial  Statements  are  true,  correct  and
          complete in all  Material  respects  and present  fairly and fully the
          financial  condition of the Seller as of the dates and for the periods
          indicated thereon, and have been prepared in accordance with generally
          accepted  accounting  principles applied on a consistent basis, except
          as noted therein.  The accounts receivable  reflected on the Financial
          Statements, or which have been thereafter acquired by the Seller, have
          been collected or are  collectible at the aggregate  recorded  amounts
          thereof less applicable reserves, which reserves are adequate.

               5.1.9.  Recognized  Billings  and  Costs.  The  Contract  Values,
          Recognized  Billings,  Recognized Costs and the status of each Project
          set  forth  in the Job  Summary  Schedule  will be true,  correct  and
          complete in all  Material  respects as of the date thereof and present
          fairly and fully such  information  regarding  each Project,  and have
          been  prepared  in  accordance  with  Seller's  customary   accounting
          procedures.

               5.1.10.  Additional  Information.  Attached as Schedule  5.1.10.1
          through and including Schedule 5.1.10.12,  which, except for omissions
          and  inaccuracies  that are not,  in the  aggregate,  Material  to the
          Business, are true, complete and correct lists of the following items:

                    5.1.10.1.  Receivables. All accounts and notes receivable of
               the  Seller  as  of  October  31,  1998,  together  with  (i)  an
               appropriate  invoice date and due date aging  schedule;  (ii) the
               amounts  provided  for as an allowance  for bad debts;  (iii) the
               identity  and  location of any asset in which the Seller  holds a
               security   interest   to  secure   payment   of  the   underlying
               indebtedness;  and (iv) a description of the nature and amount of
               any Encumbrances on such accounts and notes receivable;

                    5.1.10.2.  Payables.  All accounts and notes  payable of the
               Seller as of October 31, 1998, together with an appropriate aging
               schedule;

                    5.1.10.3.  Bank Accounts. The name of each bank in which the
               Seller has an  account,  the names of all persons  authorized  to
               draw thereon,  the account  balances and the account  numbers for
               each such account;

                    5.1.10.4.  Employee  Agreements.  Any collective  bargaining
               agreements of the Seller with  employees,  including  amendments,
               supplements,   and  written   understandings,   and  all  written
               employment,  compensation or consulting agreements, of the Seller
               with any person;

                    5.1.10.5. Employees. All employees, their positions with the
               Company and their compensation (including bonus);

                    5.1.10.6.  Promissory Notes and Indebtedness.  All long-term
               and short-term  promissory  notes,  installment  contracts,  loan
               agreements,  credit  agreements  and any other  agreements of the
               Seller  relating  thereto or with respect to collateral  securing
               the same;

                    5.1.10.7.  Guaranties.  All  indebtedness,  liabilities  and
               commitments  of others and as to which the Seller is a guarantor,
               endorser,   co-maker,  surety,  or  accommodation  maker,  or  is
               contingently  liable  therefor   (excluding   liabilities  as  an
               endorser  of  checks  and the  like  in the  ordinary  course  of
               business)  and  all  letters  of  credit,   whether  stand-by  or
               documentary, issued by any third party.

                    5.1.10.8.  Other  Assets.  Schedules  2.1.1,  2.1.2,  2.1.3,
               2.1.4,  2.1.5 and 2 1 6 are true complete and correct listings of
               the Real Property, Machinery and Equipment,  Contracts and Leased
               Properties,  Intellectual  Property,  Inventory and Supplies, and
               Licenses  and  Permits  of the  Company,  except to the extent of
               inaccuracies that are not Material to the assets of the Business.

               5.1.11.  Absence of Certain  Changes and Events.  Other than as a
          result of the  transactions  contemplated  by this Agreement or as set
          forth on Schedule 5.1.11, since October 31, 1998, there has not been:

                    5.1.11.1.  Financial Change.  Any material adverse change in
               the Assets, the Business or the financial condition,  operations,
               liabilities or prospects of the Seller;

                    5.1.11.2. Property Damage. Any material damage, destruction,
               or loss to any of the  Assets  or the  Business  (whether  or not
               covered by insurance);

                    5.1.11.3.  Waiver. Any waiver or release of a material right
               of or claim held by the Seller;

                    5.1.11.4.  Change in Assets.  Any acquisition,  disposition,
               transfer,  dividend,  encumbrance,   mortgage,  pledge  or  other
               encumbrance of any asset of the Seller other than in the ordinary
               course of business;

                    5.1.11.6.   Employment  Arrangements.   Any  change  in  the
               duration or level of  compensation,  bonus or  severance  payable
               under any  employment  or  contract  arrangement  with the Seller
               (whether  by  amendment  to any  existing  arrangement  or by the
               entering into a new  arrangement)  outside of the ordinary course
               of business; or

                    5.1.11.7.   Other  Material  Changes.  Any  other  event  or
               condition  known to either  the  Seller  that would or may have a
               Material  adverse  effect  on  the  Seller,  the  Assets  or  the
               Business.

               5.1.12.  Assets.  The Assets constitute all of the assets used by
          Seller to  conduct  the  Business  as  historically  conducted  by the
          Seller.

               5.1.13.  Environmental  Matters.  Except as set forth on Schedule
          5.1.13,  none of the current or past operations of the Business or any
          of the Assets is being or has been  conducted or used in such a manner
          as to constitute a Material  violation of any  Environmental  Law. The
          Seller  has  not  received   any  written   notice  from  any  entity,
          governmental agency or individual  regarding any existing,  pending or
          threatened  investigation  or  inquiry  related to  violations  of any
          Environmental Law or regarding any claims for remedial  obligations or
          contribution for removal costs or damages under any Environmental Law,
          which, in the aggregate,  would have a Material  adverse effect on the
          Business or operations of the Assets.  There are no writs,  injunction
          decrees,  orders  or  judgments  outstanding,   or  lawsuits,  claims,
          proceedings  or  investigations  pending or, to the  knowledge  of the
          Seller,  threatened,  relating to the ownership,  use,  maintenance or
          operation  of the Assets or the conduct of the  Business,  nor, to the
          knowledge of the Seller,  is there any basis for any of the foregoing.
          Schedule  5.1.13  contains  a list of all  reports  and  environmental
          assessments  that the Seller has received with respect to any property
          owned,  operated or leased by the Seller,  and the Seller has provided
          copies of such reports and environmental assessments to the Purchaser.
          Except as set forth on Schedule 5.1.13, the Seller has no liability at
          any third party site as a result of  disposing  or  arranging  for the
          disposal of Hazardous Materials.

               5.1.14.  Employee  Benefit Plans;  Labor Issues.  The Seller will
          deliver to the  Purchaser  copies of the Employee  Plans and any other
          health, dental and life insurance plans, bonus, deferred compensation,
          pension,  profit sharing and  retirement  plans and all other employee
          benefit  plans,  programs  or  arrangements   providing  benefits  for
          employees of the Seller (the "Benefit Plans").

               5.1.15.  Necessary  Consents.  As of the Closing Date, the Seller
          will  have  obtained  and  delivered  to the  Purchaser  all  consents
          required to be obtained  from any  governmental  authority or from any
          other  third  party   necessary  for  the  Seller  to  consummate  the
          transactions contemplated hereby.

               5.1.16. Investigations, Litigation. No investigation or review by
          any  governmental  entity  with  respect  to the  Seller or any of the
          transactions  contemplated  by this  Agreement  is pending  or, to the
          knowledge of the Seller,  threatened,  nor has any governmental entity
          indicated to the Seller an  intention  to conduct the same.  Except as
          disclosed on Schedule 5.1.16,  there is no material suit,  action,  or
          legal,   administrative,   arbitration   or   other   proceeding,   or
          governmental  investigation pending to which the Seller is a party or,
          to the knowledge of the Seller, might become a party.

               5.1.17.  Transactions  with  Management.  Except  as set forth on
          Schedule 5.1.17,  the Seller is not a party to any contract,  lease or
          agreement with any of the officers or directors of the Seller.

               5.1.18. Compliance with Other Laws. The Seller is not in Material
          violation  of or in material  default  with  respect to, or in alleged
          violation  of  or  alleged  default  with  respect  to  OSHA,  or  any
          applicable  law or any  applicable  rule,  regulation,  or any writ or
          decree of any court or any  governmental  commission,  board,  bureau,
          agency, or instrumentality, or delinquent with respect to any Material
          report required to be filed with any governmental  commission,  board,
          bureau,  agency  or  instrumentality   except  for  such  defaults  or
          violation3 that will not have a Material  adverse effect on the Assets
          or the Business.

               5.1.19. Finder's Fee. Except as set forth on Schedule 5.1.19, all
          negotiations   relative  to  this   Agreement  and  the   transactions
          contemplated hereby have been carried on by the Seller and its counsel
          directly with Purchaser and its counsel,  without the  intervention of
          any  other  person in such  manner as to give rise to any valid  claim
          against any of the Parties hereto for a brokerage commission, finder's
          fee or any similar payment.

6.       PURCHASER'S REPRESENTATIONS AND WARRANTIES

          6.1.  Organization and Good Standing.  Purchaser is a corporation duly
organized,  validly  existing and in good standing under the laws of Texas,  has
full requisite  corporate  power and authority to carry on its business as it is
currently  conducted,  and to own and operate the properties currently owned and
operated by it, and is duly  qualified or licensed to do business and is in good
standing as a foreign corporation authorized to do business in all jurisdictions
in which the  character  of the  properties  owned or the nature of the business
conducted by it would make such qualification or licensing necessary.

          6.2.  Agreement  Authorized and its Effect on Other  Obligations.  The
Purchaser  has  requisite  power and  authority  to  execute  and  deliver  this
Agreement  and the  other  Transaction  Documents  to which  it is a party.  The
execution and delivery of this Agreement and the other Transaction  Documents to
which the Purchaser is a party have been authorized by all necessary  corporate,
shareholder  and other action on the part of the  Purchaser,  and this Agreement
and the other  Transaction  Documents to which the  Purchaser is a party are the
valid  and  binding  obligations  of  the  Purchaser,  enforceable  against  the
Purchaser in accordance with their respective  terms,  except as  enforceability
may be limited  by  bankruptcy,  insolvency,  reorganization,  debtor  relief or
similar  laws  affecting  rights of  creditors  generally  and subject to normal
equitable principles. The execution,  delivery and performance of this Agreement
and the other Transactions  Documents to which the Purchaser is a party, and the
consummation  of the  transactions  contemplated  hereby and  thereby,  will not
conflict  with or result in a violation or breach of any term or  provision  of,
nor   constitute   a  default   under  (i)  the  charter  or  bylaws  (or  other
organizational  documents) of the  Purchaser,  (ii) any  obligation,  indenture,
mortgage,  deed of  trust,  lease,  contract  or other  agreement  to which  the
Purchaser is a party or by which the Purchaser or its properties  are bound;  or
(iii) any provision of any law, rule,  regulation,  order, permit,  certificate,
writ, judgment,  injunction,  decree, determination,  award or other decision of
any court, arbitrator, or other governmental authority to which the Purchaser or
any of its properties are subject.

          6.3.  Necessary  Consents.  As of the Closing Date, the Purchaser will
have obtained and  delivered to the Seller all consents  required to be obtained
from any governmental  authority or from any other third party necessary for the
Purchaser to consummate the transactions contemplated hereby.

          6.4.  Investigations.  No  investigation or review by any governmental
entity with respect to the Purchaser or any of the transactions  contemplated by
this Agreement is pending, or to knowledge of Purchaser, threatened, nor has any
governmental entity indicated to Purchaser an intention to conduct the same.

          6.5.  Finder  `s  Fee.  Except  as set  forth  on  Schedule  6.5,  all
negotiations relative to this Agreement and the transactions contemplated hereby
have been carried on by the Purchaser  and its counsel  directly with the Seller
and its counsel,  without the intervention of any other person in such manner as
to give rise to any valid claim against any of the Parties  hereto for brokerage
commission, finder's fee or any similar payment.

7.       SELLER'S COVENANTS

          7.1.  Seller ~  Covenants.  In addition to those  covenants  of Seller
inSS.4 above, Seller covenants as follows:

               7.1.1. Employees.

                    7.1.1.1.   Liability  for  Retention  Bonuses.   The  Seller
               acknowledges that payment of any applicable  retention bonuses to
               induce certain employees to remain employed by the Business for a
               specified  period  of  time  following  the  Closing  Date is the
               obligation  of the  Seller  or its  affiliates,  and  payment  of
               retention  bonuses will not be a liability of the Purchaser under
               any circumstances.


                    7.1.1.2.  Non-Solicitation  of  Employees.  Except for those
               individuals  listed on Schedule 7.1.1.2,  if Purchaser extends an
               offer of  employment to a Seller  employee  pursuant to SS. 8.1.1
               below,  Seller and Seller's affiliates shall not make a competing
               offer of employment in any capacity to such employee for one year
               following the Closing Date and will waive any  non-competition or
               other  employment   contract   obligation  that  might  otherwise
               restrict  the  employee's  ability to be employed  by  Purchaser;
               provided,   that  nothing  shall  prevent  Seller  from  offering
               employment  to any  present  Seller  employee  who is not offered
               employment  by Purchaser or whose  employment  with  Purchaser is
               terminated by Purchaser.

                    7.1.1.3.  Medical  Insurance.  Seller shall  arrange for the
               benefits   administration   company  currently  coordinating  the
               medical benefits coverage for the Seller's  employees to offer to
               provide,  at  the  expense  of  the  Purchaser,  continuation  of
               benefits,  at Seller's existing pricing terms and conditions,  as
               of and after the Closing.

                    7.1.2.  Name Change.  Within 30 days  following  the Closing
               Date,   Seller  shall  apply  to  the  appropriate   governmental
               authorities  to  change  its  corporate  name  to a name  that is
               different from "P.W. Stephens Residential, Inc."

                    7.1.3.  Covenant Against  Competition.  For a period of five
               years  following  the Closing  Date,  Seller will not directly or
               indirectly through any affiliate or subcontractor,  (i) engage in
               any  manner  in a  business  which is the  equivalent  of,  or is
               competitive  with,  the products  and services of the  Purchaser,
               within the United  States or any  foreign  country (a  "Competing
               Business"),  (ii)  assist  any  other  person  in  engaging  in a
               Competing  Business  or (iii)  solicit or contact  any  customer,
               supplier,  employee or other person with a business  relationship
               with the Purchaser to influence such person or entity to alter in
               any manner its or his relationship with the Purchaser.  If at the
               time of enforcement of this ss. 7.1.3, a court of competent

               jurisdiction   should  hold  that  the  restrictions  herein  are
               unreasonable under the circumstances  then existing,  the Parties
               agree  that the  maximum  duration,  scope or  geographical  area
               legally  permissible under such circumstances will be substituted
               for the duration, scope or area stated herein.

                    7.1.4.  Further  Assurances.  To the extent any Licenses and
               Permits are not transferable,  the Seller will use its reasonable
               best efforts to assist the  Purchaser  in obtaining  newly issued
               Licenses and Permits before the Closing Date.

                    7.1.5.  Insurance,  Performance  Bonds and  Guaranties.  The
               Seller will use its reasonable  best efforts to keep in place, at
               Purchaser's  expense,  all insurance policies,  performance bonds
               and  guarantees  maintained by, or for the benefit of, the Seller
               and  listed  on  Schedule  7.1.5  until  the  earlier  of (i) the
               expiration  of such  insurance  policies,  performance  bonds and
               guaranties;  (ii) until the  Purchaser  has  obtained  substitute
               insurance policies, performance bonds or guaranties; or (iii) six
               months after the  Closing.  The  Purchaser  shall  indemnify  the
               Seller against any liabilities  incurred by the Seller under such
               performance  bonds and guarantees  listed on Schedule 7.1.5,  and
               shall provide to the Seller backup guarantees,  performance bonds
               or other sources of security reasonably  acceptable to the Seller
               to secure the Purchaser's obligations pursuant to this ss. 7.1.5.

 8.      PURCHASER'S COVENANTS

          8.1.  Purchaser`s  Covenants.   In  addition  to  those  covenants  of
Purchaser in SS.4 above, Purchaser covenants as follows:

               8.1.1.  Employees.  On the Closing  Date,  Purchaser  shall offer
          employment to each of Seller's employees.

               8.1.2. Bulk Sales Requirement. Purchaser hereby waives compliance
          by Seller with any bulk sales  notice  requirements  under  applicable
          law, and Seller shall  indemnify and hold Purchaser  harmless from any
          and all losses, liabilities, claims and expenses incurred by Purchaser
          as a result of Seller's failure to comply with such requirements.

               8.1.3.  Closing of Seller's Books.  Within 60 days of the Closing
          Date,  Purchaser  shall  close  the  books of the  Business  as of the
          Closing Date,  consistent  with the Seller's past practice,  and shall
          supply Seller with a copy of the closing documents.

               8.1.4.   Full   Access.   On  and   after   the   Closing   Date,
          representatives  of Seller shall have, upon reasonable notice, and for
          reasonable business purposes (such as defense of litigation,  response
          to inquiries from tax and  regulatory  authorities,  etc.),  access at
          reasonable times during normal business hours to the premises,  senior
          management and employees,  books, records,  contacts, and documents of
          Purchaser relating to the Business,  Assets, or any other liability or
          obligation that is not an Assumed Liability;  provided,  however, that
          the   representatives   of  Seller  shall  comply  with  all  security
          procedures  and   requirements  of  Purchaser  with  respect  to  such
          premises,  books, records,  contracts, tax matters, and documents, and
          that any such activities  shall be conducted in a manner that does not
          unreasonably interfere with Purchaser's operations.

9.       PRE-CLOSING CONVENANTS

          9.1. Pre-Closing Covenants.  The Parties agree as follows with respect
to the period between the execution of this Agreement and the Closing:

               9.1.1.  General. Each of the Parties will use its reasonable best
          efforts to take all action and to do all things  reasonably  necessary
          to consummate and make effective the transactions contemplated by this
          Agreement  (including  satisfaction,  but not  waiver,  of the closing
          conditions set forth in ss. 10 and ss. 11 below).

               9.1.2. Agreements of the Seller. Except as expressly contemplated
          elsewhere  in this  Agreement,  the Seller  agrees  that from the date
          hereof until the Closing Date, the Seller will:

                    9.1.2.1.   Maintenance  of  Present  Business.  Operate  its
               business only in the usual, regular, and ordinary manner so as to
               maintain the goodwill it now enjoys and, to the extent consistent
               with such operation,  use its reasonable best efforts to preserve
               intact its present  business  organization,  keep  available  the
               services of its present officers and employees,  and preserve its
               relationship with customers, suppliers, jobbers, distributors and
               others having business dealings with it;

                    9.1.2.2.   Maintenance  of   Properties.   At  its  expense,
               consistently  with  historic  practices,   maintain  all  of  its
               property and Assets in  customary  repair,  order and  condition,
               reasonable wear and tear excepted;

                    9.1.2.3.  Maintenance  of Books and  Records.  Maintain  its
               books of account and records in the usual,  regular, and ordinary
               manner,  in accordance with its customary  accounting  principles
               applied on a consistent basis;

                    9.1.2.4.   Compliance   with  Law.   Comply  with  all  laws
               applicable and Material to the conduct of its business;

                    9.1.2.5.  Prohibition of Certain  Contracts and Liabilities.
               Except for orders made and contracts entered into in the ordinary
               course of business,  not enter into any  contracts,  enter into a
               commitment for expenditures or incur any liability,  in each case
               exceeding  $5,000,  unless  approved in writing by the Purchaser,
               which involve the payment of more than $5,000 each;

                    9.1.2.6. Prohibition of Loans. Not incur any obligations for
               borrowed  money,  except  for  loans in the  ordinary  course  of
               business;

                    9.1.2.7.  Disposal  of  Assets.  Not  sell,  dispose  of, or
               encumber any property or assets, except in the ordinary course of
               business;

                    9.1.2.8.  Maintenance of Insurance.  Maintain insurance upon
               all  its  properties  and  with  respect  to the  conduct  of its
               business  of such  kinds and in such  amounts as is not less than
               that presently carried by it;

                    9.1.2.9.  No  Amendment  to Charter  Documents  and  Related
               Matters. Not amend its charter documents, or merge or consolidate
               with or into any  person,  change in any manner the rights of its
               capital stock or the character of its business;

                    9.1.2.10. Prohibition on Dividends. Not declare any dividend
               on  shares  of its  capital  stock  or make  any  other  non-cash
               distribution of assets to the holders thereof;

                    9.1.2.11.  Acquisition Proposals. Not directly or indirectly
               (i)  solicit,  initiate or encourage  any inquiry or  Acquisition
               Proposal from any person or (ii)  participate in any  discussions
               or  negotiations  regarding,  or furnish to any person other than
               Purchaser or its representatives any information with respect to,
               or otherwise  facilitate or encourage any Acquisition Proposal by
               any other  person.  The  Seller  shall  promptly  communicate  to
               Purchaser  the terms of any such  written  Acquisition  Proposals
               that it may  receive  or any  written or oral  inquiries  made to
               Seller  or any of its  directors,  officers,  representatives  or
               agents.

               9.1.3. Notices and Consents.  The Seller will give any notices to
          third parties,  and the Seller will use its reasonable best efforts to
          obtain any third party  consents,  that the Purchaser  reasonably  may
          request in connection with the matters referred to in ss. 5.1.15. Each
          of the Parties  will give any notices to, make any filings  with,  and
          use  its  reasonable  best  efforts  to  obtain  any   authorizations,
          consents,  and approvals of governments and  governmental  agencies in
          connection with the matters referred to in ss. ss. 5.1.15 and 6.3.

               9.1.4. Full Access. The Seller will permit representatives of the
          Purchaser to have full access at all reasonable times, and in a manner
          so as not to  interfere  with the normal  business  operations  of the
          Seller,  to  all  premises,  properties,   personnel,  books,  records
          (including tax records),  contracts, and documents of or pertaining to
          the Seller and the Business.

               9.1.5. Notice of Developments.

                    9.1.5.1.  The Seller  may,  by written  notice to  Purchaser
               elect, at any time before Closing, to update any of the Schedules
               to  this  Agreement.  Unless  the  Purchaser  has  the  right  to
               terminate this  Agreement  pursuant to ss. 12.1.2 below by reason
               of the update and exercises that right within the period referred
               to in ss. 12.1.2 below,  the written notice  pursuant to this ss.
               9.1.5.1 will be deemed to have amended the affected  Schedule(s),
               to have qualified the representations and warranties contained in
               ss. 5 above, and to have cured any misrepresentation or breach of
               warranty that otherwise might have existed.

                    9.1.5.2.  Each Party will give prompt  written notice to the
               other Party of any act, omission, event or occurrence, other than
               a Seller update described in ss. 9.1.5.1, above, causing a breach
               of any of its own  representations  and  warranties  contained in
               this  Agreement.  No disclosure by any Party pursuant to this ss.
               9.1.5.2,  however,  shall be  deemed to amend or  supplement  the
               Schedules or to prevent or cure any  misrepresentation  or breach
               of warranty.

10.      SELLER'S CONDITIONS PRECEDENT TO CLOSING

          10.1.  Seller's  Obligation.  Seller's  obligation  to enter  into and
complete the Closing is subject to the fulfillment on or before the Closing Date
of each of the  following  conditions.  Seller  may  waive  any or all of  these
conditions, in whole or in part, at Seller's sole option.

               10.1.1.   Representations,    Warranties   and   Covenants.   The
          representations  and  warranties  of the  Purchaser  contained in this
          Agreement shall be true and correct in all Material respects as of the
          date of this  Agreement  and as of the Closing Date.  Purchaser  shall
          have  performed  and  complied  in  all  Material  respects  with  all
          covenants and agreements required by this Agreement to be performed or
          complied  with by Purchaser on or before the Closing  Date.  Purchaser
          shall  have  delivered  to Seller a  certificate,  in form  reasonably
          satisfactory  to Seller,  dated as of the Closing Date and signed by a
          duly authorized officer of Purchaser, to the foregoing effect.

               10.1.2.  Consents.  All  governmental  and third party  consents,
          approvals and waivers,  if any,  required for the  consummation of the
          Acquisition shall have been received.

               10.1.3.  No  Material  Litigation.  No  suit,  action,  or  other
          proceeding  shall be pending,  or to Seller's  knowledge,  threatened,
          before any court or governmental agency in which it will be, or it is,
          sought to restrain or prohibit or to obtain  damages or provide  other
          relief in connection  with this Agreement or the  consummation  of the
          transactions contemplated hereby.

               10.1.4. Corporate Action. Seller shall have received:

                    10.1.4.1.  Board  Resolutions.  A copy of the  resolution or
               resolutions  duly  adopted by the Board or Directors of Purchaser
               authorizing  the  execution,  delivery  and  performance  by  the
               Purchaser of this Agreement and the other  Transaction  Documents
               to which the Purchaser is a Party, certified by its Secretary;

                    10.1.4.2.  Secretary's  Certificate.  A  certificate  of the
               Secretary  of  Purchaser,  in  form  reasonably  satisfactory  to
               Seller,  certifying  the incumbency and signature of the officers
               of Purchaser  executing this Agreement and the other  Transaction
               Documents to which the Purchaser is a Party, and stating that the
               foregoing resolutions remain in effect and unaltered; and

11.      PURCHASER'S CONDITIONS PRECEDENT TO CLOSING

          11.1. Purchaser's Obligation. Purchaser's obligation to enter into and
complete the Closing is subject to the fulfillment on or before the Closing Date
of each of the  following  conditions.  Purchaser  may waive any or all of these
conditions, in whole or in part, at Purchaser's sole option.

               11.1.1.   Representations,    Warranties   and   Covenants.   The
          representations  and warranties of Seller  contained in this Agreement
          shall be true and correct in all  Material  respects as of the Closing
          Date.  Seller  shall  have  performed  and  complied  in all  Material
          respects with all covenants and agreements  required by this Agreement
          to be  performed  or complied  with by Seller on or before the Closing
          Date.  Seller shall have  delivered to Purchaser a certificate in form
          reasonably satisfactory to Purchaser, dated as of the Closing Date and
          signed by duly authorized officers of Seller, to the foregoing effect.

               11.1.2.  No  Material  Litigation.  No  suit,  action,  or  other
          proceeding  shall  be  pending,  or  to  the  Purchaser's   knowledge,
          threatened,  before any court or governmental  agency in which it will
          be, or it is,  sought to restrain or prohibit or to obtain  damages or
          other relief in connection with this Agreement or the  consummation of
          the  transactions   contemplated   hereby.   11.1.3.   Consents.   All
          governmental and third party consents,  approvals and waivers, if any,
          required  for the  consummation  of the  Acquisition  shall  have been
          received.

               11.1.4. Corporate Action. Purchaser shall have received:

                    11.1.4.1.  Board  Resolutions.  A copy of the  resolution or
               resolutions  duly  adopted  by the Board of  Directors  of Seller
               authorizing the execution,  delivery and performance by Seller of
               this  Agreement  and the  other  Transaction  Documents  to which
               Seller is a party, certified by its Secretary;


                    11.1.4.2.  Secretary  `s  Certificate.  Certificate  of  the
               Secretary  of  Seller,   in  form   reasonably   satisfactory  to
               Purchaser,   certifying  the  incumbency  and  signature  of  the
               officers  of  Seller  executing  this  Agreement  and  the  other
               Transaction  Documents  to which  Seller is a party,  and stating
               that the foregoing  resolutions  remain in effect and  unaltered;
               and

               11.1.5. Transfer Documents.

                    11.1.5.1. Bill of Sale and Deeds. Seller shall have executed
               and  delivered  to  Purchaser  on  the  Closing  Date  the  items
               specified in ss.ss. 2.8.1, 2.8.2 and 2.8.3.

                    11.1.5.2. Assignments of Contracts and Licenses and Permits.
               All of the Contracts and Licenses and Permits that are assignable
               as of the Closing  Date shall have been  validly  assigned to the
               Purchaser  without the consent of any other Party  thereto  other
               than consents that have been obtained as of the Closing Date.

               11.1.6.  Title  Insurance/Surveys.  Purchaser shall have received
          from a title company and surveyor:

                    11.1.6.1.  Title  Policy.  With respect to the Real Property
               the Title Policy, in form reasonably acceptable to Purchaser,  at
               standard rates,  together with copies of all documents  affecting
               title; and

                    11.1.6.2. Survey. A survey of the Real Property certified to
               Purchaser and the title insurance company issuing the Policy in a
               manner reasonably acceptable to Purchaser and such title company.

               11.1.7.   Additional   Agreements.   The   following   additional
          agreements shall have been executed and delivered:

                    11.1.7.1.  Employment  Agreements.  Purchaser  and the other
               parties   thereto   shall  have  entered   into  the   Employment
               Agreements.

                    11.1.7.2.  Assignment of Indemnities.  The indemnities under
               the  contracts  and  agreements   listed  on  Schedule   11.1.7.2
               currently  running  to the  Seller  or its  affiliates  shall  be
               effectively  assigned to the Purchaser in such a fashion that the
               Purchaser will have the full benefits thereof. 11.1.8. Completion
               of Due  Diligence.  The Purchaser  shall have  completed and have
               been  satisfied  with the results of its due diligence  review of
               the Seller's Assets and the Business.

               11.1.9.  Opinion of Counsel.  The  Purchaser  shall have received
          from counsel to the Seller an opinion in form and substance reasonably
          satisfactory to Purchaser and its counsel, addressed to the Purchaser,
          and dated as of the Closing Date.

12.      TERMINATION

          12.1.  Termination  of Agreement.  Either of the Parties may terminate
this Agreement as provided below:

               12.1.1.  By Mutual  Consent.  The  Purchaser  and the  Seller may
          terminate this Agreement by mutual written  consent at any time before
          the Closing.

               12.1.2.  By  Purchaser  Due  to  Material  Adverse  Effect.   The
          Purchaser may terminate this Agreement by giving written notice to the
          Seller at any time before the Closing if (i) the Seller has within the
          then  previous 10 days given the  Purchaser  any notice  updating  the
          Schedules to this Agreement pursuant to ss. 9.1.5.1 above and (ii) the
          development  that is the  subject  of the  notice  has had a  Material
          adverse effect upon the financial  condition of the Business or Assets
          taken as a whole.

               12.1.3. By Purchaser Due to Breach of Representation or Warranty.
          The Purchaser may terminate this Agreement by giving written notice to
          the Seller at any time before the  Closing if the Seller has  breached
          any  representation,  warranty or covenant contained in this Agreement
          in any Material respect.

               12.1.4.  By Purchaser Due to Failure to Close Before  December __
          1998.  The Purchaser may terminate  this  Agreement by giving  written
          notice to the  Seller if the  Closing  shall not have  occurred  on or
          before  December  __,1 998, by reason of the failure of any  condition
          precedent  under ss. 11 hereof (unless the failure  results  primarily
          from the Purchaser itself breaching any representation,  warranty,  or
          covenant contained in this Agreement).

               12.1.5.  By Seller Due to Breach of  Representation  or Warranty.
          The Seller may terminate  this  Agreement by giving  written notice to
          the  Purchaser  at any time  before the Closing if the  Purchaser  has
          breached any  representation,  warranty or covenant  contained in this
          Agreement in any material respect.

               12.1.6.  By Seller  Due to Failure to Close  Before  December  __
          1998. The Seller may terminate this Agreement by giving written notice
          to the  Purchaser if the Closing  shall not have occurred on or before
          December ___ 1998, by reason of the failure of any condition precedent
          under ss. 10 hereof  (unless the failure  results  primarily  from the
          Seller itself  breaching  any  representation,  warranty,  or covenant
          contained in this Agreement).

          12.2.  Effect of Termination.  If any Party  terminates this Agreement
pursuant to ss. 12.1 above, all rights and obligations of the Parties  hereunder
shall terminate without any liability of any Party to any other Party; provided,
however, that a termination of this Agreement shall not relieve any party hereto
from any liability for damages incurred as a result of a breach by such party of
its  representations,  warranties,  covenants,  agreements or other  obligations
hereunder occurring before such termination.

13.      ACTIONS AT CLOSING

          13.1.  Actions  to be Taken by Seller  at the  Closing.  Seller  shall
deliver the items  specified  for delivery by Seller in ss.ss.  11.1.1,  11.1.3,
11.1.4,  11.1.5, 11.1.6, 11.1.7 and 11.l.9 above, unless delivery has bee waived
by Purchaser.

          13.2.  Action to be Taken by Purchaser at the Closing.  Purchaser will
take the following actions at the Closing:

               13.2.1.  Purchaser shall deliver the items specified for delivery
          by  Purchaser  in ss. ss.  10.1.1,  10.1.4 and  10.1.5  above,  unless
          delivery has been waived by Seller.

               13.2.2.  Purchaser  shall  pay the  consideration  specified  for
          payment at Closing in ss. 2.3 above.

14.      MISCELLANEOUS

          14.1. Publicity.  Seller and Purchaser shall consult in advance on the
form,  timing and contents of any  publicity,  announcement  or disclosure  with
respect to the  Acquisition,  whether to the financial  community,  governmental
authorities,  the public  generally or  otherwise.  Seller and  Purchaser  shall
issue,  at a mutually  acceptable  date, a joint press  release  announcing  the
change in ownership of the Assets.

          14.2. Notices. Any notice or other communication required or permitted
hereunder  shall be in writing and shall be addressed  as follows and  delivered
personally,  sent by facsimile transmission or sent by certified,  registered or
express mail, postage prepaid, or by a nationally  recognized  overnight courier
service marked for overnight delivery.  Any such notice shall be deemed received
when so  delivered  personally;  or when sent by  facsimile  transmission  (with
immediate confirmation thereafter);  or, if mailed, upon receipt as confirmed by
written receipt; or. if sent by overnight courier marked for overnight delivery,
upon receipt.

                  If to Purchaser, to:       Brian Barber
                                             American Temporary Sanitation, Inc.
                                             17 Reardon Road
                                             Queensbury, NY 12804



                  If to Seller, to:          P.W. Stephens Residential, Inc.
                                             15201 Pipeline Lane, Suite B
                                             Huntington Beach, CA 92649

          Any of the  entities  referred  to  above  may,  by  notice  given  in
accordance with this ss. 14.3 to the other entities,  designate  another address
or person for receipt of notices hereunder.

          14.3. Assignment. This Agreement shall be binding upon and shall inure
to the  benefit  of, the  parties  hereto and their  respective  successors  and
permitted assigns. This Agreement may not be assigned or transferred in whole or
in part by either party hereto  without the prior  written  consent of the other
party,  and any  attempt to assign or  transfer  this  Agreement  or any part of
either in violation of this ss. 14.3 shall be void and of no effect.

          14.4.  Expenses.  Each of the parties hereto shall be responsible  for
and shall pay all of its own expenses incurred in connection with this Agreement
and the transactions contemplated herein, including without limitation all legal
fees and other expenses  incident to the negotiation,  preparation and execution
of this Agreement.

          14.5.  Controlling Law and Venue.  This Agreement shall be governed by
and construed in accordance  with the laws of the United States and the State of
California,  without regard to the conflict of laws  principles of that state or
any other  jurisdiction.  Judicial  proceedings arising from or relating to this
Agreement  shall only be instituted in the courts of the State of California and
the courts of the United States located in California.  The Parties  irrevocably
consent to the personal  jurisdiction  of the courts of State of California  and
the courts of the United States  located in California and waive all defenses to
jurisdiction and objections to the propriety or convenience of these courts that
they may have.

          14.6.  Entire  Agreement.  This Agreement,  the exhibits and schedules
hereto,  constitute  the  entire  Agreement  and  understanding  of the  parties
relating  to the  subject  matter  hereof,  and  shall  supersede  all prior and
contemporaneous  agreements and understandings,  representations and warranties,
whether  oral or  written,  relating  to the subject  matter  hereof,  including
without  limitation  any  Letter of Intent  that may have been  entered  into by
either Party or their agents.

          14.7. Modification,  Waiver. No waiver, acquiescence or forbearance by
either party hereto of any breach or default  this  Agreement,  and no course of
conduct  or  dealings  between  the  parties  that  varies  from the  terms  and
conditions of this Agreement, shall: (i) be deemed a waiver as to any subsequent
and/or  similar  breach or default by either  Party;  or, (ii)  constitute or be
deemed a  modification  of this  Agreement;  or,  (iii)  affect  the  rights  or
obligations  of the Parties  under this  Agreement  in any way.  This  Agreement
cannot be modified except by a writing executed by both parties and this ss. 4.8
cannot be orally modified or waived.

          14.8. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent  jurisdiction to be invalid, void
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  shall  remain  in full  force  and  effect  and shall in no way be
affected,  impaired or invalidated.  The Parties hereto stipulate and declare to
be  their  intention  that  they  would  have  executed  the  remaining   terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, void or unenforceable.

          14.9.  Captions.  Captions  contained in this Agreement are solely for
convenient  reference  and  shall  not  be  deemed  to  affect  the  meaning  or
interpretation of any article, section or paragraph hereof.

          14.10. Counterparts.  Any number of counterparts of this Agreement may
be  executed  and each  such  counterpart  shall  be  deemed  to be an  original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
instrument.

          14.11.  Headings.  All  headings  in  this  Agreement,  including  the
exhibits and schedules,  have been inserted for  convenience  only and shall not
affect the interpretation of any provision hereof.

            14.12.Mutual  Negotiations.  This Agreement,  including the exhibits
                  and  schedules,   has  been  arrived  at  through  the  mutual
                  negotiation of the parties. Accordingly, no provision shall be
                  construed  against  one  party or in favor  of  another  party
                  merely  because one party or the other drafted the  provision.

            14.13.IN WITNESS WHEREOF,  the parties have caused this Agreement to
                  be executed on the day and year first set forth above.

                                             "SELLER"
                                             P.W. STEPHENS, RESIDENTIAL, INC.


                                             By: /s/
                                                ------------------------------
                                                  Authorized Agent



                                             "BUYER"
                                             AMERICAN TEMPORARY SANITATION, INC.


                                             By: /s/
                                                ------------------------------
                                                  Authorized Agent