ASSET PURCHASE AGREEMENT

                                  by and among

                             RADCO INDUSTRIES, INC.

                                       and

                        MIDWEST TRUCK AFTER MARKET, INC.

                                       and

                              WILLIAM J. AVERY, SR.
                                       and
                                 SARAH A. AVERY





                          Dated as of October 31, 1997


<PAGE>


                                Table of Contents

                                                                            Page

ARTICLE I
         DEFINITIONS...........................................................1
         1.1      Definitions..................................................1

ARTICLE II
         SALE, PURCHASE AND OBLIGATIONS........................................7
         2.1      Transfer of Assets...........................................7
         2.2      Purchase Price...............................................8
         2.3      Payment of Purchase Price....................................8
         2.4      Adjustments to Purchase Price................................8
         2.5      Assumed Obligations; Excluded Obligations....................9
         2.6      Risk of Loss and Allocation of Purchase Price...............10
         2.7      Deliveries..................................................10

ARTICLE III
         REPRESENTATIONS AND WARRANTIES OF SELLER
         AND STOCKHOLDER......................................................10
         3.1      Due Incorporation; Subsidiaries.............................10
         3.2      Authority; Consents; No Defaults............................10
         3.3      Seller Consents and Approvals...............................11
         3.4      Title; Condition of Assets..................................12
         3.5      Financial Statements; Undisclosed Liabilities;
                  Other Documents.............................................12
         3.6      No Adverse Effects or Changes...............................12
         3.7      Accounts Receivable and Advances............................14
         3.8      Contracts...................................................14
         3.9      Permits.....................................................15
         3.10     Insurance...................................................16
         3.11     Employment and Labor Matters................................16
         3.12     Capital Improvements; Adequacy and Condition of Property....17
         3.13     Taxes.......................................................18
         3.14     No Defaults or Violations...................................19
         3.15     Litigation..................................................20
         3.16     No Conflict of Interest.....................................20
         3.17     Bank Accounts...............................................20
         3.18     Due Diligence Materials.....................................20
         3.19     Accuracy of Statements......................................20
         3.20     Inventories.................................................21
         3.21     Employee Benefit Matters....................................21
         3.22     Environmental Matters.......................................22
         3.23     Customers and Suppliers.....................................23



                                        i

<PAGE>


                                Table of Contents
                                    continued

                                                                            Page


         3.24     Claims Against Officers and Directors.......................24
         3.25     Brokers.....................................................24
         3.26     Products Liability..........................................24
         3.27     Intellectual Property.......................................24
         3.28     Transactions with Affiliates................................24

ARTICLE IV
         REPRESENTATIONS AND WARRANTIES OF PURCHASER..........................25
         4.1      Due Incorporation; Financial Condition......................25
         4.2      Due Authorization...........................................25
         4.3      Consents and Approvals; Authority Relative to this
                  Agreement...................................................25
         4.4      Litigation..................................................26
         4.5      Accuracy of Statements......................................26
         4.6      Brokers.....................................................26

ARTICLE V
         COVENANTS............................................................26
         5.1      Access to Information and Facilities........................26
         5.2      [Intentionally Omitted].....................................26
         5.3      Consents and Approvals......................................26
         5.4      [Intentionally Omitted].....................................27
         5.5      Exclusivity.................................................27
         5.6      Additional Financial Statements.............................27
         5.7      Stockholder's Actions.......................................27
         5.8      Non-Competition.............................................27
         5.9      Employment Matters..........................................28
         5.10     Taxes on Transfer...........................................28
         5.11     Use of Name.................................................28
         5.12     Benefit of Contracts. ......................................29
         5.13     Accounts Receivable.........................................29

ARTICLE VI
         CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER.....................29
         6.1      Warranties True as of Both Present Date and Closing Date....29
         6.2      Compliance with Agreements and Covenants....................29
         6.3      Consents and Approvals......................................29
         6.4      Non-Competition Agreement...................................30
         6.5      Facility Lease..............................................30



                                       ii

<PAGE>


                                Table of Contents
                                    continued

                                                                            Page


         6.6      Documents...................................................30
         6.7      Due Diligence Review........................................30
         6.8      No Material Adverse Change..................................30
         6.9      Actions or Proceedings......................................30
         6.10     Financing...................................................30
         6.11     Other Agreements............................................30

ARTICLE VII
         CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER........................31
         7.1      Warranties True as of Both Present Date and Closing Date....31
         7.2      Compliance with Agreements and Covenants....................31
         7.3      Documents...................................................31
         7.4      Actions or Proceedings......................................31
         7.5      Consulting Agreement........................................31
         7.6      Other Agreements............................................31
         7.7      Assumed Obligations.........................................31
         7.8      Note, Security Agreement and Financing Statements...........31

ARTICLE VIII
         CLOSING..............................................................32
         8.1      Closing.....................................................32
         8.2      Deliveries by Seller........................................32
         8.3      Deliveries by Purchaser.....................................32

ARTICLE IX
         TERMINATION..........................................................33
         9.1      Termination.................................................33
         9.2      Effect of Termination.......................................33

ARTICLE X
         INDEMNIFICATION......................................................34
         10.1     Survival....................................................34
         10.2     Indemnification by Seller...................................34
         10.3     Indemnification by Purchaser................................34
         10.4     Notice of Claim.............................................35
         10.5     Indemnifying Person's Opportunity to Defend.................35
         10.6     Indemnifying Person's Failure to Act........................35
         10.7     Settlement or Compromise....................................35



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<PAGE>



         10.8     Right of Set-Off............................................36
         10.9     Limitations on Liability....................................36

ARTICLE XI
         MISCELLANEOUS........................................................36
         11.1     Expenses....................................................36
         11.2     Amendment...................................................37
         11.3     Notices.....................................................37
         11.4     Effect of Investigation.....................................38
         11.5     Waivers.....................................................38
         11.6     Counterparts................................................38
         11.7     Interpretation..............................................38
         11.8     Applicable Law..............................................39
         11.9     Assignment..................................................39
         11.10    No Third Party Beneficiaries................................39
         11.11    Publicity...................................................39
         11.12    Further Assurances..........................................39
         11.13    Severability................................................39
         11.14    Remedies Cumulative.........................................39
         11.15    Entire Understanding........................................40





                                       iv

<PAGE>


                                    Exhibits

Exhibit 1.1A               --       Equipment Leases
Exhibit 2.3                --       Form of Note
Exhibit 6.4                --       Form of Non-Competition Agreement
Exhibit 6.5                --       Facility Lease
Exhibit 7.5                --       Form of Consulting Agreement

                                    Schedules

Schedule 1.1A              --       Financial Statements
Schedule 2.1               --       Assets
Schedule 2.1(a)(i)         --       Inventories
Schedule 2.1(a)(ii)        --       Expenses, Deposits, Etc.
Schedule 2.1(a)(iii)       --       Equipment
Schedule 2.1(a)(iv)        --       Intellectual Property
Schedule 2.1(a)(vi)        --       Assumed Contracts
Schedule 2.1(a)(vii)       --       Furnishings, Fixtures & Related Items
Schedule 2.1(a)(viii)      --       Licenses, Certificates, Permits, Etc.
Schedule 2.1(b)            --       Excluded Assets
Schedule 3.4               --       Exceptions to Title or Condition of Assets
Schedule 3.5               --       Liabilities of Company
Schedule 3.6               --       Material Adverse Effect or Changes
Schedule 3.7               --       Accounts Receivable and Advances
Schedule 3.8(i)            --       Guaranties
Schedule 3.8(ii)           --       Contracts
Schedule 3.9               --       Permits
Schedule 3.10              --       Insurance
Schedule 3.11              --       Directors, Officers and Employees
Schedule 3.12A             --       Capital Expenditures
Schedule 3.12B             --       Problems to Title of Assets
Schedule 3.12E             --       Legal Description of Property; Leases;
                                    Contaminants
Schedule 3.14              --       Compliance with Laws
Schedule 3.17              --       Bank Accounts
Schedule 3.20              --       List of Unmerchantable Inventory
Schedule 3.21              --       Employee Benefit Plans
Schedule 3.22              --       Environmental Matters
Schedule 3.23              --       Customers and Suppliers
Schedule 3.26              --       Products Liability Claims
Schedule 3.27              --       Exceptions to Intellectual Property Rights
Schedule 3.28              --       Affiliate Transactions



                                        v

<PAGE>

                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of the 31st
day of  October,  1997,  by and  among,  RADCO  INDUSTRIES,  INC.,  a  Minnesota
corporation,  ("Purchaser")  and MIDWEST TRUCK AFTER  MARKET,  INC., an Oklahoma
corporation  ("Seller")  and  WILLIAM  J.  AVERY,  SR. and SARAH A.  AVERY,  two
individuals  whose  address  is P.O.  Box 1405,  Flagler  Beach,  Florida  32156
(collectively, the "Stockholder").


                              W I T N E S S E T H:

         WHEREAS,  Seller owns certain  assets  (defined  below as the "Assets")
relating to the Business (as defined below) that Purchaser  desires to purchase,
and Seller has agreed to transfer the Assets to  Purchaser,  and  Purchaser  has
agreed to purchase the Assets, upon the terms set forth in this Agreement.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
covenants,  agreements,  representations  and warranties herein  contained,  the
parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 Definitions.  The following terms shall have the following meanings
for the purposes of this Agreement:

         "Accepted  Inventory on Order"  shall mean all products  ordered in the
ordinary  course of business  consistent  with past practice but not received by
the Seller prior to the Closing Date.

         "Accounts Receivable" shall have the meaning set forth in Section 3.7.

         "Advances" shall have the meaning set forth in Section 3.7.

         "Affiliate" shall mean, with respect to any specified  Person:  (i) any
other  Person which  directly or  indirectly  owns or controls,  is under common
ownership or control with, or is owned or controlled by such  specified  Person;
(ii) any other Person which is a director,  officer or partner or is directly or
indirectly  the  beneficial  owner of ten percent  (10%) or more of any class of
equity  securities of the specified  Person or a Person  described in (i); (iii)
another Person of which the specified Person is a director,  officer or partner,
or is directly or indirectly the beneficial owner


                                        1

<PAGE>



of ten  percent  (10%) or more of any  class of equity  securities;  or (iv) any
relative or spouse of the specified Person or any of the foregoing Persons,  any
relative of such spouse,  or any spouse of any such relative.  Without  limiting
the  foregoing,   "Affiliates"  of  the  Seller  include  the  Stockholder,  the
Stockholder's spouse and their children.

         "Agreement"  shall mean this Asset  Purchase  Agreement,  including all
exhibits hereto, as it may be amended from time to time.

         "Assumed Contracts"shall have the meaning set forth in Section 2.1(vi).

         "Assumed Obligations" shall have the meaning set forth in Section 2.5.

         "Bank" shall mean Congress Financial Corporation.

         "Business"  shall mean the wholesale  distribution of light truck after
market accessories engaged in by Seller.

         "Business  Day"  shall  mean  any day of the  year  other  than (i) any
Saturday  or  Sunday  or (ii) any other  day on which  banks  located  in Tulsa,
Oklahoma generally are closed for business.

         "Claim" shall have the meaning set forth in Section 10.4.

         "Closing" shall mean the consummation of the transactions  contemplated
herein in accordance with Article VIII.

         "Closing Date" shall mean the date on which the Closing occurs or is to
occur.

         "COBRA" shall mean the Consolidated Omnibus Reconciliation Act of 1986,
as amended.

         "Code" shall mean the United States  Internal  Revenue Code of 1986, as
amended.

         "Confidential  Information"  shall  mean all  confidential  information
concerning Seller that (i) is not and has not become ascertainable or obtainable
from public or published  information,  (ii) is not received  from a party other
than the  parties  to this  Agreement  or Seller,  (iii) was not in  Purchaser's
possession prior to disclosure  thereof to Purchaser in connection with (A) this
Agreement,  or (B) that certain Letter of Intent between J.B.  Poindexter & Co.,
Inc.,  the parent  company of the  Purchaser,  and the Seller,  and (iv) was not
independently developed by J.B.
Poindexter & Co., Inc. or Purchaser.

         "Contract" shall mean any contract,  lease, commitment,  understanding,
arrangement, sales order, purchase order, agreement,  indenture, mortgage, note,
bond, right, warrant, instrument,



                                        2

<PAGE>



plan,  permit or  license,  whether  written or  verbal,  which is  intended  or
purports to be binding and enforceable.

         "Employee Arrangement" shall mean any and all Contracts to which Seller
is a  party  or as to  which  it  participates  relating  to  or  affecting  its
employees,  officers, directors, agents or representatives,  or as to which they
are  beneficiaries,  including,  without  limitation,  (a) any "employee welfare
benefit plan," "employee pension benefit plan" or "multi-employer plan" as those
terms are respectively  defined in sections 3(1), 3(2) and 3(37) of ERISA or any
other plan or arrangement subject to ERISA (referred to collectively hereinafter
as  "ERISA  Plans"),  and (b) any  retirement  or  deferred  compensation  plan,
incentive  compensation plan, profit sharing,  pension,  performance unit, stock
appreciation right,  employee benefit agreements,  stock and stock option plans,
unemployment  compensation  plan,  vacation pay, severance pay, bonus or benefit
arrangement,  insurance, medical (both insured and uninsured, including, without
limitation,  retiree medical programs) or  hospitalization  program or any other
trusts,  plans or funds, fringe benefit  arrangements for the benefit or welfare
of any current or former employee, director, consultant or agent, which does not
constitute an ERISA Plan.

         "Employee Benefit Plans"  shall  have the meaning set forth in  Section
3.21.

         "Employee  Claims"  shall  mean any and all claims of current or former
employees of the Seller  relating to or arising out of (a) Seller  employment of
such employee (including  termination of such employment) or (b) any existing or
former Employment Arrangement of Seller.

         "Environmental  Law" shall mean any Law which  relates to or  otherwise
imposes  liability or standards of conduct  concerning  mining or reclamation of
mined land,  discharges,  emissions,  releases or threatened releases of noises,
odors or any pollutants,  contaminants or hazardous or toxic wastes,  substances
or materials,  whether as matter or energy, into ambient air, water, or land, or
otherwise  relating to the manufacture,  processing,  generation,  distribution,
use, treatment, storage, disposal, cleanup, transport or handling of pollutants,
contaminants,  or hazardous or toxic wastes, substances or materials,  including
(but not limited to) the Comprehensive Environmental Response,  Compensation and
Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986,
as amended, the Resource  Conservation and Recovery Act of 1976, as amended, the
Toxic  Substances  Control Act of 1976, as amended,  the Federal Water Pollution
Control Act  Amendments of 1972,  the Clean Water Act of 1977,  as amended,  any
so-called  "Superlien"  law,  and any  other  similar  Federal,  state  or local
statutes.

         "Environmental  Permit"  shall  mean  any  permit,  license,  approval,
consent  or  other  authorization  required  by or  pursuant  to any  applicable
Environmental Law.

         "Environmental  Statute of  Limitations  Date"  shall mean (i) five (5)
years from the Closing Date for any Claim  arising under any  Environmental  Law
except the Comprehensive


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<PAGE>



Environmental Response,  Compensation and Liability Act of 1980 ("CERCLA"),  and
(ii) for any Claim arising under CERCLA,  the close of business on the ninetieth
(90th) day after the expiration of any applicable  statute of limitations  under
CERCLA,  including any extensions thereof and after giving effect to any tolling
thereof (or if such date is not a Business Day, the next Business Day).

         "Environmental Warranty" shall mean a representation or warranty
contained in Section 3.22.

         "Equipment" shall have the meaning set forth in Section 2.1.

         "Equipment  Leases" shall mean those certain equipment leases listed in
Exhibit 1.1A.

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

         "Excluded Obligations" shall have the meaning set forth in Section 2.5.

         "Facility" shall mean the premises owned by Stockholder and  currently
leased by Seller located at 109 S. 122nd E. Avenue, Tulsa, Oklahoma 74128.

         "Facility Lease" shall have the meaning set forth in Section 6.5.

         "Financial  Statements" shall mean the Unaudited  Financial  Statements
and the Interim Financial Statements.

         "GAAP"  shall  mean  United  States   Generally   Accepted   Accounting
Principles at the time in effect.

         "Governmental Authority" shall mean the government of the United States
or any foreign country, or any state or political  subdivision  thereof, and any
entity,  body  or  authority  exercising   executive,   legislative,   judicial,
regulatory or administrative functions of or pertaining to government, including
the Pension Benefit Guaranty Corporation and other  quasi-governmental  entities
established to perform such functions.

         "Hazardous  Substance"  shall mean any material or substance  which (i)
constitutes a hazardous  substance,  toxic substance or pollutant (as such terms
are defined by or pursuant to any  Environmental  Law) or (ii) is  regulated  or
controlled  as a  hazardous  substance,  toxic  substance,  pollutant  or  other
regulated  or  controlled   material,   substance  or  matter  pursuant  to  any
Environmental Law.

         "Indemnified  Person" shall mean the Person or Persons  entitled to, or
claiming a right to, indemnification under Article X.



                                        4

<PAGE>



         "Indemnifying  Person" shall mean the Person or Persons  claimed by the
Indemnified Person to be obligated to provide indemnification under Article X.

         "Intellectual Property"shall have the meaning set forth in Section 2.1.

         "Interim    Financial    Statements"    shall   mean   the    unaudited
internally-prepared  balance  sheet of Seller as of August  31,  1997,  which is
included in Schedule 1.1A.

         "Inventories" shall have the meaning set forth in Section 2.1.

         "Kilgore  Facility" shall mean Seller's leased premises  located at 502
Highway 135 North, Kilgore, Texas.

         "Law" shall mean any law, statute, regulation,  ordinance, rule, order,
decree,   judgment,   consent  decree,   settlement  agreement  or  governmental
requirement  enacted,  promulgated,  entered  into,  agreed  or  imposed  by any
Governmental Authority.

         "Lien" shall mean any mortgage, lien (except for any lien for taxes not
yet due and payable),  charge,  restriction,  pledge, security interest,  proxy,
option, claim, right of any third party, easement, encroachment or encumbrance.

         "Loan" shall mean the  obligations  arising  under or evidenced by that
certain Loan and Security Agreement by and between the Bank and the Purchaser of
even date herewith.

         "Loss" or "Losses" shall mean any and all liabilities,  losses,  costs,
claims, damages (including consequential damages), fines, penalties and expenses
(including  reasonable  attorneys' fees and expenses and costs of  investigation
and litigation).  In the event any of the foregoing are indemnifiable hereunder,
the terms "Loss" and "Losses"  shall include any and all  reasonable  attorneys'
fees and  expenses and costs of  investigation  and  litigation  incurred by the
Indemnified Person in enforcing such indemnity.

         "Material   Adverse   Change"  shall  mean  a  change,   or  any  fact,
circumstance  or event that could  reasonably be expected to result in a change,
in the business,  operations,  assets, liabilities,  results of operations, cash
flows,  condition  (financial  or  otherwise)  or  prospects  of Seller which is
materially adverse.

         "Material   Adverse  Effect"  shall  mean  an  effect,   or  any  fact,
circumstance or event that could  reasonably be expected to result in an effect,
on the business,  operations,  assets, liabilities,  results of operations, cash
flows,  condition  (financial  or  otherwise)  or  prospects  of Seller which is
materially adverse.

         "Note" shall have the meaning set forth in Section 2.3.



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<PAGE>



         "Permits" shall have the meaning set forth in Section 2.1.

         "Person" shall mean any individual, corporation,  proprietorship, firm,
partnership, limited partnership, trust, association or other entity.

         "Purchase  Price" shall mean  $2,600,000  in U.S.  Dollars,  subject to
adjustment after the Closing pursuant to Section 2.4.

         "Purchaser  Indemnified  Parties"  shall mean Purchaser and each of its
Affiliates  and their  respective  officers,  directors,  employees,  agents and
representatives.

         "Real Property" shall have the meaning set forth in Section 3.12(g).

         "Real Property Leases" shall have the meaning set forth in Section
 3.12(g).

         "Related Agreements" shall mean the Non-Competition Agreement, Facility
Lease Agreement, Consulting Agreement and other agreements necessary to conclude
the transactions contemplated in this Agreement.

         "Seller  Indemnified  Parties"  shall  mean  Seller  and  each  of  his
Affiliates, and its officers, directors, employees, agents and representatives.

         "Taxes" shall mean all taxes,  charges,  fees, duties,  levies or other
assessments,  including  income,  gross  receipts,  net  proceeds,  ad  valorem,
turnover,  real and personal  property  (tangible and intangible),  sales,  use,
franchise,  excise, value added, stamp,  leasing,  lease, user, transfer,  fuel,
excess  profits,   occupational,   interest   equalization,   windfall  profits,
severance,  employee's income withholding,  other withholding,  unemployment and
Social Security taxes which are imposed by any Governmental Authority, and shall
include any interest, penalties or additions to tax attributable thereto.

         "Tax  Return"  shall  mean any  report,  return  or  other  information
required to be supplied  to a  Governmental  Authority  in  connection  with any
Taxes.

         "Tax Statute of  Limitations  Date" shall mean the close of business on
the  thirtieth  (30th) day after the  expiration  of the  applicable  statute of
limitations  with respect to Taxes or any  Governmental  Authority's  ability to
assess Taxes,  fines or penalties,  including any  extensions  thereof and after
giving effect to any tolling thereof (or if such date is not a Business Day, the
next Business Day).

         "Tax Warranty" shall mean a representation or warranty contained in
Section 3.13.




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<PAGE>



         "Title Warranty" or "Title Warranties" shall mean  representations  and
warranties relating to the ownership of tangible and intangible assets contained
in Sections 3.2, 3.3, 3.4, and 3.12.

         "Unaudited  Financial  Statements"  shall mean the unaudited  financial
statements  of Seller as of December 31, 1995 and  December 31, 1996  (including
all notes  thereto),  all of which are included in Schedule 1.1A,  consisting of
the balance sheets at such dates and the related  consolidated income statements
for the twelve-month periods then ended.


                                   ARTICLE II

                         SALE, PURCHASE AND OBLIGATIONS

         2.1 Transfer of Assets.  (a) Subject to the other terms and  conditions
of this  Agreement,  on and as of the Closing  Date Seller  shall sell,  convey,
assign, transfer and deliver to Purchaser and Purchaser shall purchase,  acquire
and take  assignment and delivery from Seller of the following  assets of Seller
(the "Assets") used in the Business:

                  (i)      all   inventories   and   supplies   held   for  use,
                           consumption  or sale in the Business and all Accepted
                           Inventory on Order,  including,  without  limitation,
                           the  inventory set forth on Schedule  2.1(a)(i)  (the
                           "Inventories");

                  (ii)     all prepaid expenses,  all lease, utility and similar
                           deposits relating to the Business and all payments or
                           deposits  received by the Seller on or before Closing
                           that relate to  products  to be shipped or  delivered
                           to,  or picked up by,  the  customer  on or after the
                           Closing Date, as set forth on Schedule 2.1(a)(ii);

                  (iii)    all equipment owned by Seller,  including those items
                           described in Schedule 2.1(a)(iii) (the "Equipment");

                  (iv)     all  tradenames,  trademarks,  servicemarks  patents,
                           co-patents  and  applications  for  patents (if any),
                           trade  secrets,   inventions,   processes,   designs,
                           know-how,    proprietary    technology,     technical
                           information, formulae and process information used by
                           Seller   in   the   Business,    including,   without
                           limitation,  those set forth on  Schedule  2.1(a)(iv)
                           (the "Intellectual Property");

                  (v)      all cash and cash equivalents belonging to the
                           Sellers;

                  (vi)     all right, title and interest of Seller in and to all
                           Assumed Contracts listed in Schedule 2.1(a)(vi);



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<PAGE>



                  (vii)    all  furnishings,  fixtures and related  items listed
                           in Schedule 2.1(a)(vii);

                  (viii)   all   records,   product   files,   price  lists  and
                           information,  marketing  information,  sales  history
                           information, sales lists and customer lists of Seller
                           and  all  other  assets  and  supplies  used  in  the
                           Business  (excluding  the  Excluded  Assets  and  tax
                           records,  however  Purchaser  may  copy  all such tax
                           records at Purchaser's  expense),  including Seller's
                           rights in outside  telephone  numbers,  keys and lock
                           combinations; and

                  (ix)     any and all accounts  receivable,  trade receivables,
                           notes receivable and other receivables arising out of
                           the conduct of the business.

         In any event, the Assets shall include, without limitations, the Assets
described on Schedule 2.1 hereto.

         (b)  Notwithstanding  the provisions of Section  2.1(a),  the Purchaser
shall not purchase, nor shall it be a  successor-in-interest  to, the activities
of  Seller  at the  Kilgore  Facility,  and the  acquisition  of the  Assets  by
Purchaser  shall not be deemed to be an  assumption of any  liabilities  arising
from Seller's operations at the Kilgore Facility.  Moreover, Purchaser shall not
purchase the assets listed in Schedule 2.1(b) ("Excluded Assets").

         2.2 Purchase  Price.  On the Closing  Date,  in  consideration  for the
Assets  and  the  covenants  and  agreements  of the  Seller  contained  herein,
Purchaser  shall,  pursuant to Section 2.3 below, pay to the Seller the Purchase
Price for the Assets of Seller free and clear of all Liens.

         2.3      Payment of Purchase Price.  The aggregate Purchase Price will
be paid as follows:

         (a) On the Closing Date,  Purchaser shall pay to Seller Two Million One
Hundred Thousand Dollars ($2,100,000) by wire transfer of immediately  available
funds to a bank account designated by Seller; and

         (b) Purchaser will deliver to Seller a five-year promissory note in the
amount of Five Hundred Thousand Dollars ($500,000) (this and any substitute note
issued  pursuant to Section 2.4 below,  hereinafter  referred to as the "Note"),
which will be in the form  attached  hereto as Exhibit 2.3 and will  contain the
following terms:

                  (i)      Interest will be payable quarterly, in arrears, at
                           the rate of nine percent (9%) per annum;

                  (ii)     Principal  payments will be made in equal,  quarterly
                           installments  commencing three months after the first
                           anniversary of the Closing and continuing through the
                           fifth year;



                                        8

<PAGE>



                  (iii)    The Note will be secured by a  security  interest  in
                           the  Assets,   which   security   interest  shall  be
                           subordinated  to those  liens  granted to the Bank to
                           secure the Loan.

         2.4  Adjustments  to Purchase  Price.  Promptly  following the Closing,
Purchaser and Seller shall  jointly  determine the net value of the Assets as at
the Closing Date by subtracting  the total cost of all Assumed  Obligations  (as
defined in Section  2.5) from the total value of the  Assets,  and the amount of
the Purchase  Price to be paid pursuant to Section  2.3(b) above shall be either
(i) reduced on a dollar-for-dollar basis to the extent that the net value of the
Assets on the Closing Date is less than One Million  Four  Hundred  Seventy-Five
Thousand Dollars ($1,475,000), or (ii) increased on a dollar-for-dollar basis to
the extent that the net value of the Assets on the Closing Date is more than One
Million  Four  Hundred  Seventy-Five  Thousand  Dollars  ($1,475,000).  For  the
purposes of this  determination,  the parties shall take a physical inventory of
all tangible  assets  being sold  pursuant to this  Agreement at or  immediately
prior to the Closing.  Inventory shall be valued at its cost on the books of the
Seller at the time of the  Closing as may be verified  by  inspection  of vendor
invoices. The value of the Accounts Receivable shall be the total amount of said
Accounts  Receivable  actually collected by Purchaser during the ninety (90) day
period  following the Closing.  The Assumed  Obligations  shall be valued as set
forth in the books of account of Seller immediately prior to the Closing. In the
event  Purchaser  and Seller are unable to mutually  agree upon the net value of
the Assets, either party may submit the dispute to final and binding arbitration
under  the  rules  of  the  American  Arbitration  Association  using  a  single
arbitrator,  with the  arbitration  taking place in Houston,  Texas.  If the net
value  of the  Assets  determined  pursuant  to  this  paragraph  results  in an
adjustment to the Purchase Price,  Seller shall promptly  surrender to Purchaser
the  Note   provided  for  in  Section  2.3  above  and  the   Purchaser   shall
contemporaneously  therewith  deliver to Seller a  substitute  Note in an amount
reflecting any post-Closing adjustment required pursuant to this Section 2.4.

         2.5 Assumed Obligations; Excluded Obligations. At Closing, Seller shall
assign all of its right,  title and  interest  in and to,  and  Purchaser  shall
assume and agree to perform and  discharge  Seller's  obligations  under (i) the
Assumed Contracts, (such assumption to be evidenced by the Purchaser's execution
and delivery of the assumption  contemplated by Section 7.7, in each case to the
extent,  but only to the extent,  such  obligations  relate to the period on and
after the Closing  Date,  and (ii) all trade  payables  incurred in the ordinary
course of business  (collectively,  the "Assumed  Obligations").  Except for the
Assumed Obligations, neither Purchaser nor any of its Affiliates shall assume or
otherwise  be liable in respect of, or be deemed to have assumed or otherwise be
liable in respect of, any debt,  liability,  Claim or other obligation of Seller
or any of its Affiliates (collectively,  "Excluded Obligations"),  regardless of
whether such Excluded  Obligation is matured or unmatured,  fixed or contingent,
or known or unknown. Excluded Obligations shall include, without limitation, (a)
any  notes  payable  by  Seller;  (b) any  liability  for Taxes of Seller or the
Business  or related to the Assets  for any period  prior to and  including  the
Closing  Date,  any Tax  liability  of  Seller  for any  period on and after the
Closing  Date and any Tax  liability  arising  from the sale of the Business and
Assets to Purchaser  contemplated  herein or any  liquidation and dissolution of
Seller; (c) any obligation, claim, commitment or liability against



                                        9

<PAGE>



Seller that constitutes or arises from a breach by Seller of any representation,
warranty  or  covenant   contained  in  this  Agreement;   (d)  any  obligation,
commitment,  liability or claim arising from Seller's  ownership or operation of
the Business or Assets except to the extent  expressly  assumed herein;  (e) any
obligation,  commitment  or liability of or claim which may arise from events or
conditions  existing or  occurring  prior to the Closing  Date that relate to or
affect the Assets or Business;  (f) any Employee Claims; and (g) any obligation,
commitment, liability or claim relating to the Kilgore Facility.

         2.6 Risk of Loss and  Allocation  of  Purchase  Price.  Risk of loss or
damage to the Assets  transferred  hereunder by fire or other  casualty prior to
the Closing  shall remain with Seller and after the Closing such risk of loss or
damage shall be borne by the Purchaser.  Seller and Purchaser  agree to allocate
the  Purchase  Price  among the Assets in such a manner as Seller and  Purchaser
shall jointly  determine;  such  allocation  shall be in accordance with Section
1060 of the Code and the regulations thereunder. Seller and Purchaser shall each
make all required  filings under the Code consistent with such  allocation,  and
shall not take any position  inconsistent  with such  allocation,  and shall not
take any position inconsistent with such allocation.

         2.7  Deliveries.  It is expressly  agreed that Purchaser shall not take
delivery  of any of the  Assets  at the  Kilgore  Facility.  At or  prior to the
Closing,  Seller shall relocate any Assets at the Kilgore Facility to a location
designated by Purchaser.  The cost of relocating  any such assets shall be borne
by Purchaser.

                                   ARTICLE III

            REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDER

         Except as expressly set forth herein,  Seller and  Stockholder  jointly
and severally make the following representations and warranties to Purchaser (i)
as of the date of this  Agreement  and (ii) as of the  Closing  Date (as if such
representations and warranties were made on the Closing Date):

         3.1 Due Incorporation;  Subsidiaries. Seller is duly organized, validly
existing  and in good  standing  under the laws of the State of Oklahoma and has
all  requisite  power  and  authority  to carry  on its  business  as  currently
conducted.  Seller  is  licensed  or  qualified  to do  business  and is in good
standing as a foreign  corporation in each jurisdiction  where the nature of its
business  requires such licensing or  qualification  and where the failure to be
licensed or to so qualify would have a Material  Adverse  Effect on its business
or  assets.  Seller has no direct or  indirect  subsidiaries,  either  wholly or
partially  owned,  and  Seller  does not hold any direct or  indirect  economic,
voting or management  interest in any Person or directly or  indirectly  own any
security  issued by any Person.  All action taken by the Board of Directors (and
all committees  thereof) and stockholders of Seller with respect to material and
significant  corporate  transactions  pursuant to which Seller will, on the date
hereof or on the Closing Date,  have any contractual  rights or obligations,  is
reflected in such minutes and written consents.



                                       10

<PAGE>



         3.2      Authority; Consents; No Defaults.

         (a) (i) Seller and  Stockholder  have full power and authority to enter
into this  Agreement and each of the Related  Agreements  and to consummate  the
transactions contemplated by this Agreement and by the Related Agreements;  (ii)
Seller  and  Stockholder  have duly and  validly  executed  and  delivered  this
Agreement  and prior to or at the  Closing,  will duly and  validly  execute and
deliver the Related Agreements; (iii) this Agreement constitutes Seller's legal,
valid and binding  obligation,  and the Related  Agreements,  upon execution and
delivery  by  Seller,   will  constitute   Seller's  legal,  valid  and  binding
obligations,  in each case  enforceable  against  Seller in accordance  with its
respective  terms  except as such  enforceability  may be limited by  applicable
bankruptcy,  insolvency,  moratorium,  reorganization  or similar laws in effect
which affect the  enforcement  of creditors'  rights  generally and by equitable
limitations on the  availability of specific  remedies;  and (iv) this Agreement
constitutes  Stockholder's legal, valid and binding obligation,  and the Related
Agreements,  upon  execution  and  delivery  by  Stockholder,   will  constitute
Stockholder's  legal,  valid and binding  obligations,  in each case enforceable
against  Stockholder  in  accordance  with its  respective  terms except as such
enforceability may be limited by applicable bankruptcy,  insolvency, moratorium,
reorganization  or  similar  laws in effect  which  affect  the  enforcement  of
creditors' rights generally and by equitable  limitations on the availability of
certain remedies.

         (b) No consent,  authorization  or approval of, filing or  registration
with, or cooperation from, any Governmental  Authority or any other Person not a
party to this Agreement is necessary in connection with the execution,  delivery
and  performance  by Seller or  Stockholder of this Agreement and the execution,
delivery and performance by them of the Related  Agreements or the  consummation
of the transactions contemplated by this Agreement or by the Related Agreements.

         (c) The execution,  delivery and  performance of this Agreement and the
Related  Agreements  do not and will not:  (i) violate any Law;  (ii) violate or
conflict  with,  result in a breach or termination  of,  constitute a default or
give any third party any additional right (including a termination right) under,
permit  cancellation  of, result in the creation of any Lien hereunder on any of
Seller's  assets or  properties  (except for the  security  interest in favor of
Seller  pursuant  to  Section   2.3(b)(iii),   or  result  in  or  constitute  a
circumstance  which,  with or  without  notice  or lapse of time or both,  would
constitute  any  of the  foregoing  under,  any  Contract  to  which  Seller  or
Stockholder  is a party or by which Seller or  Stockholder or any of Seller's or
Stockholder's  assets or properties are bound; or (iii) permit the  acceleration
of the maturity of any of Seller's  indebtedness or indebtedness  secured by its
assets or properties.

         3.3      Seller Consents and Approvals.

         Except for consents, authorizations, and approvals the failure of which
to obtain would not have a Material Adverse Effect, no consent, authorization or
approval of, filing or registration



                                       11

<PAGE>



with, or cooperation from any  Governmental  Authority or any other Person not a
party to this Agreement is necessary in connection with the execution,  delivery
and  performance by Seller or the  Stockholder of any Related  Agreements or the
consummation  of  the  transactions   contemplated  hereby  or  thereby.  Seller
currently  holds and will  maintain in effect until the Closing Date all Permits
set forth on Schedule 3.9, and no other  material  permits are necessary for the
lawful  operation of the Business.  No suspension or  cancellation of any Permit
has  occurred  or is,  to each of  Seller's  and  Stockholder's  best  knowledge
threatened.

         3.4 Title;  Condition of Assets.  Except as set forth on Schedule  3.4,
(i) Seller has good and marketable  title to, is the lawful owner of and has the
full right to sell, convey,  assign,  transfer and deliver the Assets,  free and
clear of any Lien;  and (ii) all of the  Assets  comprising  tangible  property,
whether owned or leased,  have been well  maintained  and are in good  operating
condition  and repair and are free from defects other than such minor defects as
do not  interfere  with the  continued  use  thereof  in the  conduct  of normal
operations or adversely  affect the resale value thereof.  Seller shall transfer
the  Assets to  Purchaser  free and clear of all Liens,  and upon such  transfer
Purchaser  shall  own the  Assets  free and clear of all  Liens  except  for the
security interest in favor of Seller pursuant to Section 2.3(b)(iii).

         3.5     Financial Statements; Undisclosed Liabilities; Other Documents.

         (a) The Financial Statements have been prepared in accordance with GAAP
consistently  applied  and present  fairly the  financial  position,  assets and
liabilities  of Seller  as of the  dates  thereof  and the  revenues,  expenses,
results of operations and cash flows of Seller for the periods covered  thereby.
The Financial  Statements are in accordance with the books and records of Seller
in all material respects and do not reflect any transactions  which are not bona
fide transactions.

         (b)  Except as set forth in  Schedule  3.5 or in the  latest  Financial
Statements  Seller  has no other  liabilities,  debts,  claims  or  obligations,
whether  accrued,  absolute,  contingent or otherwise,  whether due or to become
due, other than trade payables,  accrued expenses,  and additional  indebtedness
incurred  pursuant to Seller's line of credit  existing on the date hereof,  and
other normal recurring liabilities.

         3.6 No Adverse Effects or Changes. Except for transactions contemplated
by this  Agreement or as otherwise set forth in Schedule  3.6,  since January 1,
1997, Seller has not:

         (a) suffered any Material  Adverse  Change or Material  Adverse  Effect
(whether or not covered by  insurance)  or  circumstances  which could  create a
Material Adverse Effect;

         (b) incurred any  obligation or entered into any Contract  which either
(x) requires a payment by any party in excess of, or a series of payments  which
in the  aggregate  exceed,  $5,000  or  provides  for the  delivery  of goods or
performance of services, or any combination thereof, having a value in excess of
$5,000, other than obligations and Contracts entered into with



                                       12

<PAGE>



suppliers  and customers in the ordinary  course of business,  or (y) has a term
of, or requires the  performance  of any  obligations by Seller over a period in
excess of, six months;

         (c) taken any action,  or entered  into or  authorized  any Contract or
transaction  other than in the ordinary  course of business and consistent  with
past practice;

         (d) sold, transferred,  conveyed, assigned or otherwise disposed of any
of its  assets  or  properties,  including  sales of  inventory,  except  in the
ordinary course of business and consistent with past practice;

         (e) waived,  released,  or canceled any claims  against third  parties,
debts owing to it, or any rights which have any value in excess of $1,000 in the
aggregate;

         (f) made any changes in its accounting systems, policies, principles or
practices except as required by GAAP;

         (g) entered into,  authorized,  or permitted any  transaction  with any
Affiliate  of the  Seller,  other than the  payment of normal  compensation  and
expense reimbursement in the ordinary course of business;

         (h) made any borrowings,  incurred any debt (other than trade payables,
accrued expenses and additional  indebtedness incurred pursuant to Seller's line
of credit  existing on the date hereof,  all in the ordinary  course of business
and consistent with past practice), or assumed, guaranteed, endorsed (except for
the negotiation or collection of negotiable  instruments in trans actions in the
ordinary  course of business  and  consistent  with past  practice) or otherwise
become liable (whether directly,  contingently or otherwise) for the obligations
of any  other  Person,  or made any  payment  or  repayment  in  respect  of any
indebtedness  (other  than  trade  payables,  accrued  expenses  and  additional
indebtedness  incurred  pursuant to Seller's line of credit existing on the date
hereof,  all in the  ordinary  course  of  business  and  consistent  with  past
practice);

         (i) entered  into,  adopted,  amended or terminated  any bonus,  profit
sharing,  compensation,  termination,  stock option,  stock appreciation  right,
restricted stock, performance unit, pension, retirement,  deferred compensation,
employment, severance or other employee benefit agreements, trusts, plans, funds
or other  arrangements  for the benefit or welfare of any  director,  officer or
employee,  or increased in any manner the compensation or fringe benefits of any
director,  officer or employee or paid any benefit not  required by any existing
plan and arrangement in an aggregate amount in excess of $1,000, or entered into
any contract, agreement, commitment or arrangement to do any of the foregoing;

         (j)  acquired,  leased or  encumbered  any assets  outside the ordinary
course of business or which are material to Seller;




                                       13

<PAGE>



         (k) authorized or made any capital  expenditures  which individually or
in the aggregate are in excess of $5,000;

         (l) made any Tax election or settled or compromised any federal, state,
local or foreign Tax liability, or waived or extended the statute of limitations
in respect of any such Taxes;

         (m) paid any  amount,  performed  any  obligation  or agreed to pay any
amount or perform any  obligation,  in  settlement or compromise of any suits or
claims of liability against Seller or any of its directors,  officers, employees
or agents; or

         (n) terminated,  modified,  amended or otherwise altered or changed any
of the terms or  provisions  of any  Contract,  except in the  normal  course of
business and  consistent  with past practices and not in excess of $1,000 in the
aggregate.

         3.7 Accounts Receivable and Advances.  Schedule 3.7 contains a true and
accurate  aging  schedule  of  all  accounts  receivable  of  Seller  ("Accounts
Receivable") and all loans and advances to third parties  ("Advances") as of the
date of such Schedule.  Each such Account  Receivable  represents a sale made in
the ordinary course of business and represents a valid obligation due to Seller.
Seller has performed all of its  obligations to produce the goods or perform the
services to which such Account Receivable relates and no such Account Receivable
or  Advance  is  subject  to any claim  for  reduction,  counterclaim,  set-off,
recoupment or other claim for credit,  allowances or  adjustments by the obligor
thereof except to the extent Seller will receive  restitution,  reimbursement or
repayment  from  a  supplier.  Except  as  reserved  against  in  the  Financial
Statements,  all such Accounts  Receivable and Advances are  collectible in full
within  ninety  (90)  days of  their  origination  (except  for  those  Accounts
Receivable  relating to freight charges which are collectible within one hundred
eighty (180) days and which do not, in the  aggregate,  amount to more than Five
Thousand Dollars ($5,000)).

         3.8 Contracts.  (i) True, correct and complete copies of all of Assumed
Contracts (including all amendments thereto) have been provided to Purchaser and
are  listed  in  Schedule  2.1(a)(iv).   Each  Assumed  Contract  is  valid  and
enforceable by the Seller in accordance with its terms; the Seller has performed
all  of,  and is not in  default  with  respect  to,  its  material  obligations
thereunder,  including all payment  obligations (and, in that regard all amounts
due and payable by the Seller with respect to such Assumed Contracts on or prior
to the Closing Date will have been paid on or prior to the Closing  Date) and to
the knowledge of the Seller and the Stockholder,  the other parties thereto have
performed  all of,  and are not in  default  with  respect  to,  their  material
obligations  thereunder  including  all  payment  obligations;  and,  except  as
disclosed in Schedule 3.8(i) no Person  guarantees or is otherwise  obligated to
perform the Seller's  obligations  under any such agreements;  (ii) Schedule 3.8
(ii) lists all the Contracts of the  following  types to which Seller is a party
or by which  Seller is bound,  or to which any of its  assets or  properties  is
subject:




                                       14

<PAGE>



         (a) any Contract of any kind with any employee,  officer or director of
Seller or any of the respective Affiliates of such individuals,  or any Contract
or other arrangement of any kind with any Seller or any Affiliate of any Seller;

         (b) any Contract of any nature which involves the payment or receipt of
cash or other property, an unperformed commitment,  or goods or services, having
a value in excess of $1,000;

         (c) any  Contract  pursuant to which Seller has made or will make loans
or advances,  or has or will have incurred debts or become a guarantor or surety
or pledged its credit on or  otherwise  become  responsible  with respect to any
undertaking of another  (except for the  negotiation or collection of negotiable
instruments in transactions in the ordinary course of business);

         (d) any indenture,  credit agreement,  loan agreement,  note, mortgage,
security agreement, lease of real or personal property, loan commitment or other
Contract  relating  to the  borrowing  of  funds,  an  extension  of  credit  or
financing;

         (e) any Contract creating or evidencing a partnership, joint venture or
other similar cooperative undertaking;

         (f)  any  Contract  involving  any  restrictions  with  respect  to the
geographical area of operations or scope or type of business of Seller;

         (g) any power of attorney or agency  agreement with any Person pursuant
to which such Person is granted the  authority to act for or on behalf of Seller
or Seller is granted the authority to act for or on behalf of any Person;

         (h) any  Contract  for which the full  performance  thereof  may extend
beyond sixty (60) days from the date of this Agreement;

         (i) any Contract not made in the ordinary  course of business  which is
to be performed in whole or in part on or after the date of this Agreement;

         (j)      any Contract with any customer of Seller;

         (k) any  Contract,  whether  or not fully  performed,  relating  to any
acquisition or disposition of Seller,  or any predecessor in interest of Seller,
or any acquisition or disposition of any subsidiary, division, line of business,
or real property; and

         (l) any Contract not specified above that is material to Seller. Seller
has delivered to Purchaser true and complete  copies of each document  listed on
Schedule 3.8, and a written description of each oral arrangement so listed.



                                       15

<PAGE>



         3.9 Permits.  Schedule  2.1(a)(viii) is a true and accurate list of all
licenses,  certificates,  permits,  franchises,  rights, and approvals issued or
granted by any Governmental Authority held by Seller. Except for the Permits set
forth on Schedule 3.9, there are no Permits,  whether federal,  state,  local or
foreign,  which are necessary for the lawful operation of the business of Seller
as such business has heretofore been  conducted,  except for Permits the failure
of which to obtain or maintain  could not have a Material  Adverse  Effect.  All
Permits are in full force and effect.
Purchaser acknowledges that none of the Permits is transferable.

         3.10     Insurance.

         (a)  Schedule  3.10  contains  an  accurate  and  complete  list of all
policies  of  fire,   liability   (including   products   liability),   worker's
compensation, title and other forms of insurance owned, held by or applicable to
Seller (or its assets or  business),  and Seller  has  heretofore  delivered  to
Purchaser  a  true  and  complete  copy  of all  such  policies,  including  all
occurrence-based  policies  applicable  to  Seller  (or  its  business)  for the
three-year  period  prior to the  Closing  Date.  All such  policies  are valid,
enforceable  and in full force and effect,  all premiums  with  respect  thereto
covering all periods up to and including the Closing Date have been paid, and no
notice of cancellation or termination has been received with respect to any such
policy. Such policies are sufficient for compliance with (i) all requirements of
Law and (ii) all  Contracts to which  Seller is a party.  Except as set forth on
Schedule  3.10 Seller has not been  refused any  insurance  with  respect to its
assets or  operations,  and its coverage  has not been limited by any  insurance
carrier  to which it has  applied  for any such  insurance  or with which it has
carried insurance,  during the last three (3) years. Purchaser acknowledges that
Seller's insurance is not assignable by Seller to Purchaser.

         (b) Seller has  furnished  to Purchaser a list of all claims which have
been made by Seller in the last three  years  under any  worker's  compensation,
general  liability,  property or other insurance policy  applicable to Seller or
any of its  properties.  Except as set forth on said list,  there are no pending
or, to Seller's  knowledge,  threatened claims under any insurance policy.  Such
claim  information  includes  the  following  information  with  respect to each
accident,  loss, or other event: (i) the identity of the claimant; (ii) the date
of the  occurrence;  (iii) the status as of the report date and (iv) the amounts
paid or expected to be paid or recovered.

         3.11  Employment  and Labor  Matters.  Schedule  3.11  contains a true,
complete and accurate  list of all  directors,  officers and employees of Seller
and their  respective  titles,  annual  compensation and all bonuses and similar
payments made with respect to each such individual for the current and preceding
two (2) calendar  years.  Seller has and currently is conducting its business in
full compliance  with all Laws relating to employment and employment  practices,
terms and conditions of  employment,  wages and hours and  nondiscrimination  in
employment,  except  where the failure to comply with such Laws would not have a
Material Adverse Effect.  Except as set forth on Schedule 3.11, the relationship
of Seller with its employees is good and there is, and during the past three (3)
years there has been, no labor strike, dispute, slow-down, work



                                       16

<PAGE>



stoppage or other  similar  labor  difficulty  actually  pending or, to Seller's
knowledge,  threatened  against or involving  Seller.  None of the  employees of
Seller  are  covered  by any  collective  bargaining  agreement,  no  collective
bargaining  agreement is currently being  negotiated and no attempt is currently
being  made or  during  the past  three  years  has been  made to  organize  any
employees of Seller to form or enter a labor union or similar organization.

         3.12     Capital Improvements; Adequacy and Condition of Property.

                  (a) Schedule 3.12A  describes all the capital  improvements or
purchases  or other  capital  expenditures  which  Seller  has  committed  to or
contracted  for and which have not been  completed  prior to the date hereof and
the cost and expense reasonably estimated to complete such work and purchases.

                  (b) Except as disclosed on Schedule 3.12B,  immediately  after
the Closing  Date,  Purchaser  will own or have the right to use all the assets,
properties,  rights,  know-how and processes which are required for or currently
used in  connection  with  the  operation  of its  business  as it is  presently
conducted.  Such  assets,  properties  and  rights,  except  for  changes in the
ordinary  course of business since December 31, 1996, were sufficient to produce
the  consolidated  income for the period  ended  August 31, 1997 as shown on the
income statement for that period.

                  (c) Seller has no liability  that is not directly  related to,
and that did not arise directly out of, the business of Seller.

                  (d) To the best of Seller's  knowledge,  all computer hardware
and  software  and  related  materials  used by Seller in its  business  (herein
collectively  referred to as the "Computer System") is in good working order and
condition,  and Seller has not experienced  any  significant  defects in design,
workmanship  or  material,   and  the  Computer   System  has  the   performance
capabilities,  characteristics  and  functions  necessary  to the conduct of the
business and operations of Seller as it is presently being conducted. The use of
the Computer System by Purchaser (including any software modifications) (i) will
not violate or infringe  upon the rights of any third  parties and (ii) will not
result in the  termination  of any  maintenance,  service or  support  agreement
relating to any part of the  Computer  System or any  reduction  in the services
provided,  warranties  available  or  rights  thereunder.  Seller  will  provide
Purchaser with full and adequate user and service documentation for the Computer
System.

                  (e) Schedule  3.12E  includes a complete  and  accurate  legal
description of all the real estate owned and leased under real property  leases,
except for the Kilgore  Facility,  (all such owned and leased real  estate,  the
"Real Property"); no other real estate, except for the Kilgore Facility, is held
or used by Seller.  Schedule  3.12E  contains  true and  complete  copies of all
leases in effect  on the date  hereof  for any such  Real  Property  (the  "Real
Property  Leases").  The  activities  carried  on  in  all  buildings,   plants,
facilities,   installations,  fixtures  and  other  structures  or  improvements
included as part of, or located on or at, the Real  Property and the  buildings,
plants,


                                       17

<PAGE>



facilities,   installations,  fixtures  and  other  structures  or  improvements
themselves, are not in violation of, or in conflict with, any applicable zoning,
environmental  or health  regulations  or  ordinance  or any other  similar law.
Except  as set  forth in  Schedule  3.12E,  no  asbestos,  asbestos-  containing
materials,  PCB  compounds  or  other  pollutants,   contaminants  or  Hazardous
Substances  have been used in the  construction or repair of, or any alterations
or additions to, or are otherwise  located on, any portion of the Real Property.
No parcel of land included in the Real Property relies on or regularly makes use
of access to the nearest public road or right-of-way  over land owned by others,
except where such access is by means of one or more valid recorded easements not
subject to  divestiture,  the terms of which have been  disclosed  in writing to
Purchaser prior to the date hereof. All covenants or other restrictions (if any)
to which any of the Real Property is subject are being in all respects  properly
performed and observed and, except for covenants  contained in the Real Property
Leases,  do not provide for  forfeiture  or reversion of title if violated,  and
Seller has not received any notice of violation (or claimed violation)  thereof.
Seller has  delivered to Purchaser  true and complete  copies of the most recent
title  insurance  policies  and  surveys  (if any) for the Real  Property in the
possession of Seller or Seller, together with copies of all material reports (if
any) of any engineers,  environmental  consultants  or other  consultants in its
possession  relating to any of the Real Property.  Each separate parcel included
in the Real  Property  has  adequate  water  supply,  storm and  sanitary  sewer
facilities,   access  to  telephone,   gas  and  electrical  connections,   fire
protection,  drainage  and other  public  utilities,  and has  adequate  parking
facilities that meet all  requirements  imposed by applicable  Laws. None of the
Real Property is subject to any lien,  easement,  right-of-way,  building or use
restriction,  exception,  variance,  reservation  or  limitation as might in any
material respect  interfere with or impair the present and continued use thereof
in the usual and normal conduct of the Business.  All rent and other charges due
and payable with respect to the Real Property  Leases have been paid through the
date of this  Agreement  and all rent and other  charges  due and  payable  with
respect to the Real  Property  Leases on or prior to the Closing  Date will have
been paid prior to the Closing Date.

         3.13     Taxes.

         (a) The amounts provided as a liability on the Financial Statements for
all Taxes are adequate to cover all unpaid liabilities for all Taxes, whether or
not disputed,  that have accrued with respect to or are applicable to the period
covered by the  Financial  Statements  or to any years and periods prior thereto
and for which Seller may be directly or contingently  liable in its own right or
as a transferee  of the assets of, or successor  to, any Person.  Seller has not
incurred any Tax  liabilities  other than in the ordinary course of business for
any  taxable  year for which  the  applicable  statute  of  limitations  has not
expired.  There are no Tax Liens (other than Liens for current Taxes not yet due
and payable) upon the properties or assets of Seller.  Seller has not granted or
been requested to grant any waiver of any statutes of limitations  applicable to
any claim for Taxes.

         (b) All Federal, state, local and foreign income, corporation and other
Tax  Returns,  and all other  filings in respect of Taxes  required  to be filed
prior to the Closing Date, have been



                                       18

<PAGE>



or will be filed  before the Closing  Date as required by  applicable  Law.  All
Taxes  shown as due on or before the  Closing  Date on all such Tax  Returns and
other  filings have been or will be paid on or prior to the Closing  Date.  Each
such Tax Return and  filing is true and  correct  and Seller has not or will not
have any additional  liability for Taxes with respect to any Tax Return or other
filing  heretofore  filed or which was  required by Law to be filed prior to the
Closing  Date,   other  than  as  reflected  as  liabilities  on  the  Financial
Statements. None of the Tax Returns or other filings that include the operations
of Seller has ever been audited or investigated by any  Governmental  Authority,
and no facts exist  which would  constitute  grounds for the  assessment  of any
additional Taxes by any Governmental Authority with respect to the taxable years
covered in such Tax Returns and filings.  No material issues have been raised in
any examination by any  Governmental  Authority with respect to the business and
operations of Seller which,  by  application of similar  principles,  reasonably
could be expected to result in a proposed  adjustment to the liability for Taxes
for any other period not so examined.  All Taxes which Seller is required by Law
to withhold or collect,  including  without  limitation  sales and use taxes and
amounts  required to be withheld  for Taxes of employees  and other  withholding
taxes,  have been duly withheld or collected and, to the extent  required,  have
been paid over to the proper  Governmental  Authorities  or are held in separate
bank accounts for such purpose.  All information returns required to be filed by
Seller prior to the Closing Date have been or will be filed,  and all statements
required to be furnished to payees by Seller prior to the Closing Date have been
or will be  furnished  to such  payees,  and the  information  set forth on such
information returns and statements is true, complete and correct in all material
respects.

         (c)  The  Seller  is not a  "foreign  person"  as  defined  in  Section
1445(f)(3) of the Code.

         (d)  Seller  is not a  party  to and is not  otherwise  subject  to any
arrangement  having  the  effect  of or  giving  rise  to the  recognition  of a
deduction or loss in a taxable period ending on or before the Closing Date and a
corresponding  recognition  of taxable income or gain in a taxable period ending
after the Closing Date, or any other  arrangement  that would have the effect of
or give rise to the  recognition  of taxable  income or gain in a taxable period
ending  after the  Closing  Date  without  the  receipt of or  entitlement  to a
corresponding amount of cash.

         (e) Seller is not subject to any joint  venture,  partnership  or other
arrangement or contract which is treated as a partnership for Federal income tax
purposes, and is not a party to any tax sharing agreement.

         (f) The basis of all depreciable or amortizable assets, and the methods
used in determining  allowable  depreciation  or  amortization  (including  cost
recovery)  deductions  of Seller are  correct  and, to  Seller's  knowledge,  in
compliance  in  all  material   respects  with  the  Code  and  the  regulations
thereunder.




                                       19

<PAGE>



         3.14     No Defaults or Violations.

         (a) Seller has not  materially  breached any provision of, nor is it in
material  default  under the terms of,  any  Contract  to which it is a party or
under  which it has any  rights  or by which  it is  bound  and,  to the best of
Seller's  knowledge,  no other  party to any such  Contract  has  breached  such
Contract or is in default thereunder.

         (b) Except as set forth in Schedule 3.14, Seller is in compliance with,
and no violation  exists  under,  and no violation has existed under any and all
Laws applicable to Seller (including,  without limitation,  Environmental Laws),
the failure to comply with which could have a Material Adverse Effect.

         (c) No notice  from any  Governmental  Authority  has been  received by
Seller  claiming any violation of any Law (including any  Environmental  Law, or
building,  zoning or other  ordinance),  or  asserting  any Tax,  assessment  or
penalty, or asserting violation, lapse, or terminating any Permit, which has not
been  corrected,  cured  or  otherwise  resolved  to  the  satisfaction  of  the
Governmental Authority.

         3.15     Litigation.

         (a) There are no actions, suits,  arbitrations,  regulatory proceedings
or other  litigation,  proceedings  or  governmental  investigations  pending or
threatened  against  or  affecting  Seller  or any of its  officers,  directors,
employees,  agents or stockholders  thereof in their capacity as such, or any of
its  properties  or business,  and to Seller's  knowledge  there are no facts or
circumstances which may give rise to any of the foregoing. Seller is not subject
to any order, judgment, decree,  injunction,  stipulation or consent order of or
with any court or other Governmental Authority.  Seller has not entered into any
agreement to settle or compromise any proceeding  pending or threatened  against
it which has involved any obligation.

         (b) There are no claims, actions, suits,  proceedings or investigations
pending  or  threatened  by or  against  Seller or Seller  with  respect to this
Agreement or the Related  Agreements,  or in  connection  with the  transactions
contemplated  by this  Agreement or by the Related  Agreements,  and to Seller's
knowledge there is no valid basis for any such claim, action, suit,  proceeding,
or investigation.

         3.16 No Conflict of Interest.  Except for the transactions contemplated
by this Agreement,  neither Stockholder nor, to Stockholder's  knowledge, any of
his  Affiliates  have or claims to have any direct or  indirect  interest in any
tangible or  intangible  property  used in the  business  of Seller  except as a
holder of Shares.

         3.17 Bank  Accounts.  Schedule 3.17 sets forth the names and locations
of each bank or other  financial  institution  at which  Seller  has an  account
(giving the account numbers) or safe



                                       20

<PAGE>



deposit  box and the names of all  Persons  authorized  to draw  thereon or have
access  thereto,  and the names of all Persons,  if any,  now holding  powers of
attorney  or  comparable  delegation  of  authority  from  Seller  and a summary
statement thereof.

         3.18 Due Diligence  Materials.  Seller has provided to Purchaser or its
representatives  access to the books and  records of Seller  and other  material
information pertaining to the business,  assets, prospects and affairs of Seller
in Stockholder's possession or under Stockholder's control.

         3.19 Accuracy of  Statements.  Neither this Agreement nor any schedule,
statement,  list, document,  or certificate  specifically referred to herein and
furnished  or to be  furnished  by Seller or  Stockholder  to  Purchaser  or any
representative or Affiliate of Purchaser  pursuant to this Agreement contains or
will contain any untrue  statement  of a material  fact or omits or will omit to
state a material  fact  necessary  to make the  statements  contained  herein or
therein, in light of the circumstances in which they are made, not misleading.

         3.20  Inventories.  Schedule  2.1(a)(i)  sets forth the quantity,  unit
cost, and total cost of each item of inventory, which list and schedule are true
and accurate in all material respects as of the date of such schedule. Except as
set forth on Schedule  3.20,  each item of truck  accessory  inventory  owned by
Seller is of merchantable  quality, is not obsolete,  and is usable and saleable
in the ordinary course of business, and none of such items is held on assignment
or consignment.  Inventories are fairly  reflected in the inventory  accounts on
the balance sheets included in the Financial Statements in accordance with GAAP,
including all appropriate reserves,  and are valued on a FIFO basis at the lower
of cost or market.

         3.21     Employee Benefit Matters.

         (a) General.  The only  "employee  welfare  benefit plans" or "employee
pension benefit plans" (as those terms are respectively defined in sections 3(1)
and 3(2) of ERISA), fringe benefit arrangements which do not constitute employee
benefit  plans (as defined in section  3(3) of ERISA) or  employment  agreements
with respect to which Seller has any  liability  are set forth on Schedule  3.21
(referred to hereinafter as "Employee Benefit Plans").  No Employee Benefit Plan
is subject to Title IV of ERISA,  and Seller  does not have any  liability  with
respect to any  "multiemployer  plan" (as defined in section  3(37) of ERISA) or
for providing any post-retirement medical or life insurance benefits.

         (b) Plan Documents and Reports.  A true and correct copy of each of the
Employee  Benefit  Plans and all  contracts  relating  thereto or to the funding
thereof and of the most recent annual report  (including  attachments),  summary
plan description and Internal Revenue Service  determination letter with respect
to each Employee Benefit Plan has been supplied to the Purchaser.

        (c) Compliance with Laws; Liabilities. As to each Employee Benefit Plan:



                                       21

<PAGE>



                  (i)           Each Employee Benefit Plan complies and has been
                                administered  in form  and in  operation  in all
                                material    respects    with   all    applicable
                                requirements  of law,  and no event has occurred
                                which will or could  cause any such plan to fail
                                to comply with such  requirements and Seller has
                                not   received   any   written   notice  by  any
                                governmental     authority     questioning    or
                                challenging such compliance.

                  (ii)          None of the assets of any Employee  Benefit Plan
                                is invested in employer  securities  or employer
                                real property.

                  (iii)         To Seller's  knowledge,  there have been no acts
                                or  omissions by Seller or the Seller which have
                                given  rise  to  or  may  give  rise  to  fines,
                                penalties,   taxes  or  related   charges  under
                                section 502 of ERISA or  Chapters  43, 47, 68 or
                                100 of the Code for which Seller may be liable.

                  (iv)          None  of  the  payments   contemplated   by  the
                                Employee  Benefit Plans would, in the aggregate,
                                constitute excess parachute payments (as defined
                                in section 280G of the Code  (without  regard to
                                subsection (b)(4) thereof)).

                  (v)           There are no  actions,  suits or  claims  (other
                                than  routine  claims for  benefits)  pending or
                                threatened  involving any Employee  Benefit Plan
                                or the assets  thereof  and no facts exist which
                                could  give rise to any such  actions,  suits or
                                claims (other than routine claims for benefits).

                  (vi)          There  has been no act or  omission  that  would
                                impair the  ability of Seller (or any  successor
                                thereto) to unilaterally  amend or terminate any
                                Employee Benefit Plan.

         3.22     Environmental Matters.  Except as set forth on Schedule 3.22:

         (a)    the business and operations of Seller are in material compliance
with all Environmental Laws in effect as of the date hereof;

         (b) no condition  exists or event has occurred on, in,  under,  or from
any  owned  or  leased  property  which  has  been  caused  by  Seller,  by  the
Stockholder,  or by any other  Person and which,  with or without  notice or the
passage of time or both,  would  constitute  a violation  of or give rise to any
Lien or liability under any Environmental Law in effect on the date hereof or on
the Closing Date, as the case may be;



                                       22

<PAGE>



         (c) Seller is in possession of all  Environmental  Permits required for
the  conduct or  operation  of its  business  (or any part  thereof),  and is in
material  compliance with all of the  requirements  and limitations  included in
such Environmental Permits;

         (d) Seller has not used,  stored,  transported,  treated or disposed of
any Hazardous Substances in, on, at, or from any of the properties or facilities
of Seller,  except for  inventories of substances  listed on Schedule 3.22 which
have  been used or are to be used in the  ordinary  course  of  business  (which
inventories have been stored and used in material compliance with all applicable
Environmental Laws and Environmental Permits,  including all so-called "Right To
Know Laws");

         (e)  there  are  no  Hazardous  Substances  in,  on,  or at  any of the
properties or facilities of Seller,  except for inventories of substances listed
on Schedule 3.22;

         (f) Seller has not received any notice from any Governmental  Authority
or any other Person that any aspect of the business, operations or facilities of
Seller  is or may be in  violation  of any  Environmental  Law or  Environmental
Permit,  or that Seller is  responsible  (or  potentially  responsible)  for the
cleanup or remediation of any substances at any location;

         (g) Seller is not the subject of any  litigation or  proceedings in any
forum,  judicial or administrative,  involving a demand for damages,  injunctive
relief,  penalties,  or other potential  liability with respect to violations of
any Environmental Law;

         (h) Seller has timely filed all reports and  notifications  required to
be filed with respect to all of its  properties and facilities and has generated
and maintained all required records and data under all applicable  Environmental
Laws;

         (i) no condition  has existed or event has occurred with respect to (i)
any  property  that was at any time owned or leased by Seller,  by any direct or
indirect  subsidiary  that was at any time owned or controlled by Seller,  or by
any  predecessor  to Seller or any Person that is or was an Affiliate of Seller,
which  property or subsidiary  has been sold,  transferred or disposed of or for
which any lease has terminated or (ii) any  predecessor to Seller that could (in
the case of either  of the  foregoing  clauses  (i) or  (ii)),  with or  without
notice, passage of time or both, give rise to any present or future liability of
Seller pursuant to any  Environmental Law in effect on the date hereof or on the
Closing Date, as the case may be; and

         (j) no asbestos,  asbestos-containing materials, PCB compounds or other
pollutants,   contaminants  or  Hazardous  Substances  have  been  used  in  the
construction  or repair of, or any alterations or additions to, or are otherwise
located on, any portion of the Real Property.

         3.23     Customers and Suppliers.




                                       23

<PAGE>



         (a)      Schedule 3.23 sets forth:

                  (i)           a list of the ten largest customers of Seller in
                                terms of revenue  during  the fiscal  year ended
                                1996, and the most recent quarter of the current
                                fiscal    year    (collectively,    the   "Major
                                Customers"),  showing the total revenue received
                                in each such period from each such customer; and

                  (ii)          a list of the ten largest suppliers of Seller in
                                terms of purchases  during the fiscal year ended
                                1996 and the most recent  quarter of the current
                                fiscal    year    (collectively,    the   "Major
                                Suppliers"),  and showing the approximate  total
                                purchases  in each  such  period  from each such
                                supplier.

         (b) Except as set forth on Schedule  3.23, no customer  represented  in
excess of 10% of the total  revenue of Seller  during the fiscal year ended 1996
and  the  most  recent  quarter  of the  current  fiscal  year  and no  supplier
represented  in excess of ten percent  (10%) of the  purchases of Seller  during
such period. To Seller's knowledge,  except as set forth in Schedule 3.23, since
December  31,  1996,  there has been no  material  adverse  change  in  business
relationship  and no material  dispute  between Seller and any Major Customer or
Major  Supplier,  and neither  Seller nor  Stockholder  has received any written
notice that any Major Customer or Major Supplier intends to reduce its purchases
from, or sales to Seller.

         3.24 Claims Against Officers and Directors. There are no pending or, to
Seller's knowledge, threatened claims against any director, officer, employee or
agent of Seller  or any  other  Person  which  could  give rise to any claim for
indemnification against Seller.

         3.25  Brokers.  Neither  Stockholder  nor Seller has used any broker or
finder in  connection  with the  transactions  contemplated  by this  Agreement,
except for The Geneva  Companies  and neither  Purchaser  nor any  Affiliate  of
Purchaser has or shall have any liability or otherwise  suffer or incur any Loss
as a result of or in  connection  with any  brokerage  or finder's  fee or other
commission of any Person  retained by Seller or Seller in connection with any of
the transactions  contemplated by this Agreement. The Seller agrees to be solely
liable to pay any amounts due to the Geneva Companies.

         3.26  Products  Liability.  Except  as set forth in  Schedule  3.26 and
except  as  otherwise  provided  for in the  Financial  Statements,  there is no
product liability claim pending or threatened  against Seller,  whether pursuant
to any warranty or otherwise,  and there has been no product  recall,  rework or
post-sale  warning or  similar  action  conducted  with  respect to any  product
manufactured, shipped, sold, delivered or installed by or on behalf of Seller.

         3.27  Intellectual Property. Schedule 2.1(iv) sets forth a true and
complete  list of all  Intellectual  Property  used by Seller  in the  Business.
Except as set forth on Schedule 3.27: (i)



                                       24

<PAGE>



Seller and Stockholder own or possess adequate, perpetual and irrevocable rights
in and to all  Intellectual  Property  necessary  to  conduct  the  Business  as
presently  conducted  and are not  obligated to pay any royalty,  license fee or
other payment to any Person in order to use the Intellectual  Property; and (ii)
none of the Intellectual Property is the subject of any pending or, to Seller or
Stockholder's best knowledge, threatened adverse claims or proceedings and there
are no claims or proceedings pending or, to Seller's best knowledge,  threatened
against  Seller  or  Stockholder   asserting  that  their  use  of  any  of  the
Intellectual  Property infringes the rights of any third party and, to Seller or
Stockholder's best knowledge,  no third party is infringing any of the rights of
Seller's in the Intellectual Property.

         3.28  Transactions  with  Affiliates.  Except as set forth on  Schedule
3.28:  Seller  is not a party  to any  Contract  with any of its  Affiliates  in
connection  with the Assets or the  Business  and does not purchase any supplies
from any of its  Affiliates,  and no Affiliates of Seller provide credit support
to  the  Seller  (whether  in the  form  of  loans,  guarantees,  collateral  or
otherwise).

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser  represents  and  warrants to Seller,  as of the date of this
Agreement and as of the Closing Date (as if such  representations and warranties
were made on the Closing Date), as follows:

         4.1 Due Incorporation;  Financial Condition. Purchaser is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of  Minnesota,  with all  requisite  power and  authority  to conduct  its
current business.

         4.2 Due Authorization.  Purchaser has full power and authority to enter
into this  Agreement and to consummate  the  transactions  contemplated  by this
Agreement.  The  execution,  delivery  and  performance  by  Purchaser  of  this
Agreement and the Note, Security Agreement and UCC-1s have been duly and validly
approved  by the  board  of  directors  of  Purchaser  and no other  actions  or
proceedings on the part of Purchaser are necessary to authorize this  Agreement,
the Note,  Security  Agreement and UCC-1s and the  transactions  contemplated by
this  Agreement.  Purchaser  has duly and validly  executed and  delivered  this
Agreement  and  the  Note  and  Security   Agreement  and  each  such  agreement
constitutes the legal, valid and binding obligation of Purchaser, enforceable in
accordance with their respective  terms,  except as such  enforceability  may be
limited by applicable  bankruptcy,  insolvency,  moratorium,  reorganization  or
similar  laws in effect  which  affect  the  enforcement  of  creditors'  rights
generally and by equitable limitations on the availability of specific remedies.

         4.3      Consents and Approvals; Authority Relative to this Agreement.




                                       25

<PAGE>



         (a) No consent,  authorization  or approval of, filing or  registration
with, or cooperation from, any Governmental  Authority or any other Person not a
party to this Agreement is necessary in connection with the execution,  delivery
and  performance  by Purchaser of this  Agreement  and the  consummation  of the
transactions  contemplated hereby, including,  without limitation,  the Note and
Security Agreement.

         (b) The  execution,  delivery  and  performance  by  Purchaser  of this
Agreement, the Note and the Security Agreement does not and will not (i) violate
any Law; (ii) violate or conflict with,  result in a breach or  termination  of,
constitute a default or give any third party any additional  right  (including a
termination right) under,  permit cancellation of, result in the creation of any
Lien,  other  than  Liens in favor of the Bank and as  permitted  under  Section
2.3(b)(iii),  upon any of the assets or properties of Purchaser under, or result
in or constitute a circumstance  which,  with or without notice or lapse of time
or both,  would  constitute  any of the foregoing  under,  any Contract to which
Purchaser is a party or by which  Purchaser  or any of its assets or  properties
are bound;  (iii) permit the acceleration of the maturity of any indebtedness of
Purchaser or indebtedness  secured by its assets or properties;  or (iv) violate
or conflict with any provision of Purchaser's  Certificate of  Incorporation  or
bylaws.

         4.4 Litigation.  There are no claims,  actions,  suits,  proceedings or
investigations  pending or, to Purchaser's  knowledge,  threatened by or against
Purchaser or its Affiliates with respect to this Agreement or in connection with
the transactions  contemplated by this Agreement, and Purchaser has no reason to
believe there is a valid basis for any such claim, action, suit, proceeding,  or
investigation.

         4.5 Accuracy of  Statements.  Neither this  Agreement  nor any exhibit,
statement,  list, document,  or certificate  specifically referred to herein and
furnished  or to be  furnished  by the  Purchaser  to  Seller  pursuant  to this
Agreement  contains or will contain any untrue  statement of a material  fact or
omits or will omit to state a material  fact  necessary  to make the  statements
contained  herein or therein,  in light of the  circumstances  in which they are
made, not misleading.

         4.6 Brokers.  Purchaser has not used any broker or finder in connection
with the transactions contemplated by this Agreement, and neither the Seller nor
Seller has or shall have any liability or otherwise  suffer or incur any Loss as
a  result  of or in  connection  with any  brokerage  or  finder's  fee or other
commission  of any Person  retained by Purchaser in  connection  with any of the
transactions contemplated by this Agreement.




                                       26

<PAGE>



                                    ARTICLE V

                                    COVENANTS

         5.1      Access to Information and Facilities.

         (a) In connection with this Agreement,  Seller shall give Purchaser and
Purchaser's  representatives  full and complete  access during  normal  business
hours to all of the facilities,  properties,  books, Contracts,  commitments and
records of Seller and shall make the officers and employees of Seller reasonably
available  to  Purchaser   and  its   representatives   as  Purchaser   and  its
representatives  shall from time to time reasonably  request.  Purchaser and its
representatives will be furnished with any and all information concerning Seller
which Purchaser or its representatives reasonably request.

         (b) Purchaser agrees to hold all Confidential Information in confidence
and will not  disclose  the same,  except  to  person(s)  participating  in this
Agreement,  including  attorneys,  accountants and potential  financing sources;
except that nothing  contained  herein shall  prevent  disclosure  or use of any
Confidential  Information  as may  be  required  by  law,  or  any  Confidential
Information that otherwise becomes public through no fault of Purchaser.

         5.2      [Intentionally Omitted]

         5.3  Consents  and  Approvals.  The  Seller  and  Purchaser  shall  use
reasonable  efforts to obtain all consents,  approvals,  certificates  and other
documents required in connection with the respective  performances by the Seller
and the Purchaser of this  Agreement and the  consummation  of the  transactions
contemplated by this Agreement.

         5.4      [Intentionally Omitted]

         5.5  Exclusivity.  Neither  the  Stockholder  nor Seller nor any of its
directors,   officers,   employees,   representatives,   agents  or   Affiliates
(collectively,  Seller's  representatives) shall directly or indirectly solicit,
initiate,  encourage,  respond  favorably to, or condone  inquiries or proposals
from, provide any Confidential Information to, or participate in any discussions
or  negotiations  with any Person  (other  than  Purchaser  and its  affiliates,
directors,  officers, employees,  representatives and agents) concerning (a) any
merger, acquisition, sale of assets, investment, joint venture or other business
combination  in any way  relating  to or  affecting  the shares,  assets  and/or
business of Seller or (b) any purchase or other acquisition by any Person of any
of the  Shares,  or (c) any sale or  issuance  by  Seller  of any  shares of its
capital stock.

         5.6  Additional  Financial  Statements.  Prior to  Closing,  the Seller
agrees to  provide to  Purchaser  as soon as  practicable  after the end of each
calendar month financial statements of Seller,  consisting of a balance sheet as
of the end of such month and an income statement and



                                       27

<PAGE>



statement  of cash  flows for that  month and for the  portion  of the year then
ended.

         5.7 Stockholder's Actions. Stockholder shall cause the Seller to comply
with all of the Seller's covenants contained in this Agreement.

         5.8  Non-Competition.  Seller agrees that it will at no time within the
period  beginning  on the Closing Date and ending five (5) years  following  the
Closing Date (the "Non-Compete Period"),  directly or indirectly,  alone or with
others,  engage  in,  or have any  ownership  interest  in,  any  person,  firm,
corporation or business,  whether as owner, partner,  equity security holder, or
otherwise,  that  engages in, or  participates  as an agent,  partner,  or joint
venturer in, any activity competitive with the business carried on by the Seller
prior to the  Closing  Date  anywhere  within  the  States of  Oklahoma,  Texas,
Louisiana, Georgia, Florida, Alabama, Mississippi, South Carolina, Tennessee and
Arkansas.  Seller agrees that during the Non- Compete  Period it will not induce
or attempt to induce any employee of Purchaser or any  Affiliate  thereof who is
currently  an  employee  of  Seller  or  an  Affiliate  thereof  to  leave  such
employment,  or in any other manner interfere with such employment. In the event
a court of competent jurisdiction  determines that the non-competition  covenant
herein is  unreasonable  because of its term or  territorial  scope,  or for any
other  reason,  Seller  and  Purchaser  agree  that such  court may  reform  the
conditions of such covenant so that it is reasonable under the circumstances and
that this covenant, as reformed, shall be enforceable.  The parties hereto agree
and acknowledge that the limitations as to time, geographical area, and scope of
activity  to be  restrained  as set forth in this  Section 5.8 do not impose any
greater restraint than is necessary to protect the legitimate business interests
of Purchaser and the Assets.  The parties further agree and acknowledge that, in
the event of a breach or  threatened  breach  of any of the  provisions  of this
Section 5.8,  Purchaser shall be entitled to immediate and temporary  injunctive
relief, as any such breach would cause Purchaser irreparable injury for which it
would have no



                                       28

<PAGE>



adequate  remedy at law.  Nothing  herein  shall be  construed so as to prohibit
Purchaser from pursuing any other  remedies  available to it for any such breach
or threatened breach.

         5.9 Employment  Matters.  Purchaser (or any Affiliate of the Purchaser)
shall have the right, but not the obligation,  to offer employment on such terms
and  conditions  as Purchaser  may  determine  to any or all of such  employees.
Purchaser  (or any  Affiliate of the  Purchaser)  shall advise Seller as soon as
practicable which of such employees,  if any, it wishes to employ from and after
the Closing  Date.  Seller shall  cooperate in any attempt by Purchaser  (or any
Affiliate of the  Purchaser) to employ such  employees.  Nothing in this Section
5.9 shall  obligate  Purchaser  (or any  Affiliate  of the  Purchaser)  to offer
employment to an employee in a similar job or with similar  responsibilities  as
such  employee  was provided by Seller.  Seller is  retaining  and shall pay all
obligations relating to its employees' accrued salaries, wages, compensation and
employee  benefits of any nature  whatsoever.  Without  limiting the  foregoing,
Seller shall (i) pay all wages,  bonuses,  commissions,  and other  remuneration
payable to or for the benefit of employees  with respect to periods prior to the
Closing Date;  (ii) pay all vacation pay or pay for other  compensated  absences
earned or accrued by all of Seller's employees as of the Closing Date, including
any related  payroll  burden (FICA and other pension or other  employee  benefit
plan contributions and employment taxes) with respect thereto to the appropriate
Governmental Authority or other Person, whether or not such pay is vested or has
been accrued on the books of Seller as of such date, based upon the remuneration
of such employees  normally used in computing such vacation pay or pay for other
compensated  absences;  (iii) pay all severance  payments (if any) due to all of
Seller's  employees  as a result of the  termination  of their  employment  with
Seller; (iv) comply with the insurance continuation requirements under COBRA and
any similar  state law  applicable  to any of Seller's  employees as a result of
their termination of employment by Seller;  and (v) be responsible for continued
medical and disability  coverage liability with respect to any such employee who
is disabled and not hired by  Purchaser.  Seller shall also pay or be liable for
any  worker's  compensation  claims or  amounts  payable  to such  employees  in
connection with events occurring prior to the Closing Date and for any liability
or costs associated with the termination of any of their employee benefit plans.

         5.10 Taxes on  Transfer.  Seller  shall bear all sales tax, use tax and
other similar taxes  incurred as a result of the sale and purchase of the Assets
and the Business hereunder.

         5.11 Use of Name. From and after the Closing Date, Seller shall not use
its corporate name, trade name, trademarks or logos; and Seller shall change its
name promptly after Closing to a name that is dissimilar to "Midwest Truck After
Market" or "MTA" and neither Seller nor Stockholder nor any of their  Affiliates
shall use after  Closing a name that is similar to "Midwest  Truck After Market"
or "MTA"; provided,  however, that, Seller shall be entitled to use its existing
corporate name and tradename for purposes of filing Tax Returns and for a period
of 270 days after Closing for the purposes of notifying Governmental Authorities
and other Persons of its name change.  From and after the Closing  Date,  Seller
and  Stockholder  shall  cooperate  with the Purchaser and take such  reasonable
steps requested by Purchaser to notify  customers and suppliers of the change of
ownership of the Business.




                                       29

<PAGE>



         5.12  Benefit of  Contracts.  To the extent that any  Contract  that is
intended  to be assigned  at the  Closing by Seller to the  Purchaser  cannot be
assigned to the  Purchaser on the Closing Date (whether as a result of a failure
to obtain a necessary  consent or  otherwise),  and the  Purchaser  elects or is
required by the terms hereof to consummate the transactions contemplated hereby,
the Seller shall use its best efforts to take such actions as may be  reasonably
requested by the Purchaser (e.g., to act as sublessor,  distributor or agent) to
enable the Purchaser to realize the practical economic benefits of, and have the
rights under, such Contract and the Purchaser shall use its best efforts to take
such  actions  as may be  reasonably  requested  by the  Seller to impose on the
Purchaser  (or to reimburse  the Seller for its  performance  of) the  practical
economic  burden of, and the  obligations  under,  such  Contract  for which the
Purchaser  would have been  responsible  had such  Contract been assigned at the
Closing Date.

         5.13     Accounts Receivable.

                  (i) On and after  Closing,  Purchaser  shall have the right to
endorse and negotiate all checks and other  instruments  received from customers
that are payable to the Seller.

                  (ii) Seller and  Stockholder  shall cooperate with and provide
reasonable  assistance  to the  Purchaser  to  facilitate  Purchaser's  securing
satisfactory arrangements with the Seller's suppliers prior to Closing.

                                   ARTICLE VI

                       CONDITIONS PRECEDENT TO OBLIGATIONS
                                  OF PURCHASER

         The  obligations  of Purchaser  under Article II of this  Agreement are
subject to the  satisfaction or waiver by Purchaser of the following  conditions
precedent on or before the Closing Date:

         6.1  Warranties  True as of Both  Present  Date and Closing  Date.  The
representations and warranties of Seller and Stockholder  contained herein shall
have been  accurate,  true and correct in all  material  respects on the date of
this Agreement, and on the Closing Date with the same force and effect as though
made by Seller and Stockholder on the Closing Date.

         6.2 Compliance  with  Agreements and Covenants.  Seller and Stockholder
shall have  performed  and complied in all material  respects  with all of their
covenants,  obligations  and  agreements  contained  in  this  Agreement  to  be
performed and complied with by him on or prior to the Closing Date.

         6.3      Consents and Approvals.  Purchaser shall have received written
evidence  reasonably  satisfactory  to Purchaser that all consents and approvals
required for the



                                       30

<PAGE>



consummation of the transactions contemplated by this Agreement or the ownership
and  operation  by Purchaser of Business  have been  obtained,  and all required
filings have been made.

         6.4  Non-Competition  Agreement.  Stockholder shall have entered into a
non-competition  agreement  with a five (5) year term with Purchaser in exchange
for  payments to  Stockholder  by  Purchaser  in the amount of $100,000 per year
payable in equal quarterly installments,  which non-competition  agreement shall
be in substantially the form of Exhibit 6.4 (the "Non-Competition Agreement").

         6.5 Facility  Lease.  Stockholder  shall have entered into a five-year,
triple net lease with  Purchaser for the facility  located at 109 South 122 East
Avenue,  Tulsa,  Oklahoma 74128 (the "Facility Lease"). The Facility Lease shall
be in form and substance  similar to the  agreement  attached as Exhibit 6.5 and
shall provide for annual rent of $132,000 payable in equal monthly installments,
in advance.

         6.6  Documents.  Purchaser  shall have received all of the  agreements,
documents and items  specified in Section 8.2 in form and  substance  reasonably
acceptable to the Purchaser.

         6.7 Due Diligence Review. Purchaser shall be satisfied with the results
of  its   investigation  and  review  of  the  business,   operations,   assets,
liabilities,  results  of  operations,  cash  flows,  condition  (financial  and
otherwise)  and prospects of, and other matters  relating to,  Seller,  provided
that its  determination  that it is  satisfied  with such  results  shall not be
unreasonably withheld, delayed or conditioned.

         6.8 No Material  Adverse Change.  No Material  Adverse Change since the
date hereof shall have occurred and no event shall have occurred  which,  in the
reasonable judgment of Purchaser, may have a Material Adverse Effect.

         6.9 Actions or Proceedings. No action or proceeding by any Governmental
Authority or other Person shall have been  instituted  or  threatened  which (a)
might have a Material Adverse Effect, or (b) could enjoin, restrain or prohibit,
or could  result in  substantial  damages in respect of, any  provision  of this
Agreement  or  the  consummation  of  the  transactions   contemplated  by  this
Agreement.

         6.10  Financing.  Purchaser  shall have  obtained  financing in amounts
sufficient  to pay the cash  portion of the Purchase  Price and provide  working
capital,  all in amounts  and on terms  satisfactory  to  Purchaser  in its sole
discretion.

         6.11     Other Agreements.  The Stockholder shall have entered into the
Consulting Agreement provided for in Section 7.5 below.




                                       31

<PAGE>



                                   ARTICLE VII

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

         The  obligations  of Seller  under  Article  II of this  Agreement  are
subject  to the  satisfaction  or waiver by Seller of the  following  conditions
precedent on or before the Closing Date:

         7.1  Warranties  True as of Both  Present  Date and Closing  Date.  The
representations  and  warranties of Purchaser  contained  herein shall have been
accurate,  true and  correct in all  material  respects on and as of the date of
this  Agreement  and as of the  Closing  Date with the same  force and effect as
though made by Purchaser on the Closing Date.

         7.2 Compliance  with  Agreements and  Covenants.  Purchaser  shall have
performed and complied with all of its  covenants,  obligations  and  agreements
contained in this  Agreement to be performed and complied with by it on or prior
to the Closing Date.

         7.3  Documents.  Seller  shall  have  received  all of the  agreements,
documents and items  specified in Section 8.3 in form and  substance  reasonably
acceptable to Seller.

         7.4 Actions or Proceedings. No action or proceeding by any Governmental
Authority or other Person shall have been  instituted or threatened  which could
enjoin,  restrain or prohibit, or could result in substantial damages in respect
of, any  provision of this  Agreement or the  consummation  of the  transactions
contemplated by this Agreement.

         7.5 Consulting  Agreement.  Purchaser shall have entered into a six (6)
month consulting agreement with Stockholder, which will provide for an aggregate
payment of $40,000,  payable in equal bi-monthly  installments and which will be
in substantially the form of Exhibit 7.5.

         7.6      Other Agreements.  Purchaser shall have entered into the Non-
Competition Agreement and the Facility Lease.

         7.7      Assumed Obligations. Purchaser shall have agreed to assume the
Assumed Obligations.

         7.8  Note, Security Agreement and Financing Statements. Purchaser shall
have executed and delivered the Note,  Security  agreement and appropriate UCC-1
financing statements to Seller.




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<PAGE>



                                  ARTICLE VIII

                                     CLOSING

         8.1  Closing.  The  Closing  shall take place at the  offices of Mayer,
Brown & Platt,  at 10:00 A.M. on the earlier of: (i) October 31,  1997,  or (ii)
five (5)  business  days  after the  satisfaction  or  waiver of the  conditions
precedent  set  forth in  Article  VI and  Article  VII.  The  Closing,  and all
transactions  to occur at the  Closing,  shall be deemed to have taken place at,
and shall be effective as of, the close of business on the Closing Date.

         8.2  Deliveries  by Seller.  At the  Closing,  in addition to any other
documents or agreements  required under this Agreement,  Seller shall deliver to
Purchaser the following:

         (a) Evidence in form  satisfactory  to Purchaser  that all consents and
approvals referred to in Section 5.3 have been obtained;

         (b) A written statement from each Person holding a Lien upon any of the
assets of Seller,  confirming the repayment of the indebtedness  secured thereby
and the release as of the Closing Date of (i) such Lien and (ii) all obligations
under any and all Contracts relating thereto;

         (c) A certificate  dated the Closing Date executed by Seller certifying
as to the compliance by Seller with Section 6.2;

         (d) The Certificate of  Incorporation  or similar  instrument of Seller
certified by the Secretary of State or equivalent  Person of the jurisdiction of
its incorporation,  and Bylaws or similar instruments of Seller certified by the
Secretary of Seller;

         (e)  Certificates  of Good  Standing  for  Seller  from the  States  of
Oklahoma and Texas .

         (f) A bill of  sale,  conveying  to  Purchaser  the  Assets  and  other
instruments of transfer as may be reasonably required by Purchaser; and

         (g)  Original  copies  of  the  Non-Competition  Agreement,  Consulting
Agreement and Facility Lease duly executed by the Stockholder.

         8.3 Deliveries by Purchaser. At the Closing, Purchaser shall deliver to
Seller and Stockholder the following:

         (a) The cash amount  payable to Seller at the  Closing and the Note,  a
security agreement and appropriate  executed UCC financing statements granting a
subordinated security interest as described in Section 2.3.




                                       33

<PAGE>



         (b) A certificate,  dated the Closing Date, of an executive  officer of
Purchaser, certifying as to compliance by Purchaser with Section 7.2; and

         (c) A certificate of Purchaser's  secretary  certifying  resolutions of
the board of directors of Purchaser  approving  this  Agreement  and the Related
Agreements  and  the  transactions  contemplated  by this  Agreement  and by the
Related  Agreements  (together  with an  incumbency  and  signature  certificate
regarding the officer(s) signing on behalf of Purchaser).

         (d)  Original  copies  of  the  Non-Competition  Agreement,  Consulting
Agreement and Facility Lease, duly executed by Purchaser.

         (e)  Evidence  in form  satisfactory  to Seller that all  consents  and
approvals referred to in Section 5.3 have been obtained.

                                   ARTICLE IX

                                   TERMINATION

         9.1  Termination.  This  Agreement  may be terminated at any time on or
prior to the Closing Date:

         (a)      With the written mutual consent of Seller and Purchaser;

         (b) By Seller or Purchaser if the Closing shall not have taken place on
or before November 15, 1997; provided, however, that the right to terminate this
Agreement  under this  Section  9.1(b) shall not be available to any party whose
failure to fulfill any obligation  under this Agreement has been the cause of or
resulted in the failure of the Closing to occur on or before such date;

         (c) By  Purchaser  if there  shall have been a  material  breach of any
covenant,  representation  or warranty of Seller hereunder and such breach shall
not have been remedied  within ten (10) Business Days after receipt by Seller of
a notice in writing from Purchaser  specifying the breach and requesting such be
remedied; or

         (d) By  Seller  if there  shall  have  been a  material  breach  of any
covenant,  representation  or warranty of  Purchaser  hereunder  and such breach
shall not have been  remedied  within ten (10)  Business  Days after  receipt by
Purchaser of notice in writing from Seller  specifying the breach and requesting
such be remedied.

         9.2 Effect of Termination.  If this Agreement is terminated pursuant to
Section 9.1, all obligations of the parties hereunder shall terminate,  however,
no such termination shall relieve any party from liability for any prior willful
breach of this Agreement.



                                       34

<PAGE>




                                    ARTICLE X

                                 INDEMNIFICATION

         10.1  Survival.  The  representations  and  warranties of Purchaser and
Seller  contained  herein  shall  survive the Closing for a period of two years,
except that Tax  Warranties  shall survive until the Tax Statute of  Limitations
Date,  Environmental Warranties shall survive until the Environmental Statute of
Limitations Date, and Title Warranties shall survive without any limitations.

         10.2  Indemnification  by  Seller.   Seller  agrees  to  indemnify  the
Purchaser  Indemnified  Parties against,  and agrees to hold them harmless from,
any and all Losses incurred or suffered by them relating to or arising out of or
in connection with any of the following:

         (a) any breach of or any inaccuracy in any  representation  or warranty
made by Seller  in this  Agreement,  provided  such  claim is made  prior to the
expiration of the survival period of the relevant warranty on which the claim is
based as set forth in Section 10.1;

         (b) any  breach of or  failure by Seller to  perform  any  covenant  or
obligation of Seller set out or contemplated in this Agreement;

         (c) any claims made  against  Purchaser  by creditors of Seller for the
payment or satisfaction of any obligation  constituting an Excluded  Obligation;
and

         (d) all demands, assessments, judgments, costs and reasonable legal and
other  expenses  arising from, or in connection  with,  any Claim (as defined in
Section 10.4 below) incident to any of the foregoing.

         10.3  Indemnification  by Purchaser.  Purchaser agrees to indemnify the
Seller  Indemnified  Parties  against,  and agrees to hold each of them harmless
from, any and all Losses incurred or suffered by them relating to or arising out
of or in connection with any of the following:

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

         (b) any breach of or failure by  Purchaser  to perform any  covenant or
obligation of Purchaser set out or contemplated in this Agreement; and

         (c) all demands, assessments, judgments, costs and reasonable legal and
other  expenses  arising from, or in connection  with,  any Claim (as defined in
Section 10.4 below) incident to any of the foregoing.




                                       35

<PAGE>



         10.4 Notice of Claim.  Promptly after receipt by an Indemnified  Person
of notice of any demand,  claim,  or  circumstances  giving rise to a claim,  or
commencement of any action, suit,  proceeding,  or investigation that may result
or has  resulted in a Loss for which  indemnification  is provided  hereunder (a
"Claim"),  the  Indemnified  Person  shall  give  notice  of  the  Claim  to the
Indemnifying  Person,  which  notice  shall  describe the nature of the Claim in
reasonable  detail and the amount or estimated  amount thereof.  Failure to give
such notice shall not affect an Indemnified  Person's  right to  indemnification
hereunder  unless the Indemnified  Party shall be prejudiced as a result of such
failure to give notice.

         10.5 Indemnifying  Person's Opportunity to Defend. Within ten (10) days
of receipt of notice of a Claim, the Indemnifying Person may elect to compromise
or defend the Claim,  provided that the  Indemnifying  Person delivers a written
acknowledgment of its obligation to indemnify the Indemnified Person for any and
all Losses that ultimately  result from the Claim, and provided further that the
Indemnifying  Person  undertakes  to  compromise  or defend the Claim at its own
expense  and with its own  counsel,  the  selection  of which  counsel  shall be
subject  to the  Indemnified  Person's  approval  which  approval  shall  not be
unreasonably withheld, conditioned or delayed. The Indemnified Person shall, and
shall have the right to,  cooperate in the compromise or defense of the Claim at
the Indemnifying  Person's expense, and shall make available to the Indemnifying
Persons all books, records,  documents, and other information in the Indemnified
Person's  possession  or  control  that are  necessary  or  appropriate  for the
investigation or defense of the Claim.

         10.6  Indemnifying  Person's  Failure  to Act.  In the  event  that the
Indemnifying  Person  elects not to  compromise  or defend  the Claim,  fails to
notify  the  Indemnified  Person  of its  election  to do so,  or  contests  its
obligation to indemnify the  Indemnified  Person for the Claim,  the Indemnified
Person may,  subject to Section  10.7,  pay the Claim in full,  or compromise or
defend the Claim with  counsel of its own choice,  provided  that such  payment,
compromise  or defense  shall not be  construed  as a waiver of the  Indemnified
Person's rights to  indemnification  hereunder,  and the Indemnified  Person may
assert  those  rights in a  subsequent  suit or third  party  action as it deems
appropriate,  and provided further that in the event the Indemnifying  Person is
found to have improperly  denied its obligation to provide  indemnification  for
the Claim, it shall be liable to the Indemnified  Person for all Losses incurred
in paying,  settling  or  compromising  the Claim,  as well as costs  (including
attorneys  fees and  expenses) of enforcing  these  indemnification  provisions,
subject to Section 10.7.

         10.7 Settlement or Compromise. If either the Indemnifying Person or the
Indemnified  Person  proposes to enter into a settlement  or  compromise  of any
Claim,  such Person shall promptly notify the other Person and such other Person
shall have  fifteen  (15) days from the receipt of such notice  within  which to
either  consent or object to said  settlement or  compromise.  A Person  failing
within  such  fifteen  (15) day  period to notify  the other in  writing  of his
acceptance of or objection to the  settlement  or compromise  shall be deemed to
have consented thereto. Any settlement or compromise of any Claim which has been
consented to by both the Indemnifying Person and the Indemnified Person shall be
binding  on both such  Persons  (but only  inter se) as if a final  judgment  or
decree had been entered by a court of competent jurisdiction



                                       36

<PAGE>



in the amount of such  settlement or  compromise;  provided,  however,  that any
consent  given or  deemed  to have  been  given by an  Indemnifying  Person to a
settlement  or compromise  which an  Indemnified  Person  proposes to enter into
shall  not  be  deemed  an   admission   that  the  Claim  was  covered  by  any
indemnification  obligation  under  this  Article  X  or  otherwise  affect  the
Indemnifying  Person's  right to assert a defense that the Claim was not subject
to any such indemnification  obligation.  Except as provided herein, in no event
shall an Indemnifying  Person settle or compromise any Claim without the written
consent of the  Indemnified  Person.  If the  Indemnified  Person objects to any
settlement or compromise to which the  Indemnifying  Person has  consented,  the
Indemnified  Person shall immediately  assume (or continue,  as the case may be)
and  control  the  entire  defense  of the Claim and the  Indemnifying  Person's
obligation  to indemnify the  Indemnified  Person shall be limited to the amount
that  it  would  have  been  obligated  to pay  pursuant  to the  settlement  or
compromise to which it had consented.  If the Indemnifying Person objects to any
settlement  or  compromise  of any  Claim to which  the  Indemnified  Party  has
consented,  the Indemnified  Person may enter into such settlement or compromise
of the Claim  notwithstanding the objection of the Indemnifying  Person. In such
event, the Indemnifying  Person's obligation to indemnify the Indemnified Person
for any such Claim shall be  determined  in the same manner as any other dispute
between the parties hereto under this Agreement.

         10.8 Right of Set-Off.  In the event a Purchaser  Indemnified  Party is
entitled to receive any amount from Stockholder under this Agreement,  including
without  limitation any  indemnification  payment under this Agreement,  without
limiting  Purchaser's rights to seek any recovery against Stockholder  directly,
Purchaser  may  elect to  retain  any  amounts  owed to  Stockholder  under  the
Consulting Agreement and the Non-Competition Agreement;  provided, however, that
if the  Stockholder  disputes any such claim,  Purchaser  shall place the amount
subject  to offset in  escrow  until the  dispute  is  resolved  through  mutual
agreement  or by a decision of the court  having  jurisdiction  over the subject
matter of the claim.

         10.9 Limitations on Liability.  Notwithstanding the foregoing,  a claim
by any of the parties pursuant to Sections 10.2, 10.3 and 10.4 against the other
shall not be asserted  unless and until the aggregate and  cumulative  totals of
all such  claims by all  Purchaser  Indemnified  Parties  or Seller  Indemnified
Parties,  as the case may be, shall have exceeded Ten Thousand ($10,000) Dollars
(the  "Threshold"),  whereupon  the  Indemnified  Person  shall be  entitled  to
indemnification  for  all  Losses  without  regard  to,  or  reduction  by,  the
Threshold. Purchaser will not be entitled to indemnification hereunder in excess
of the  purchase  price  paid for the  Shares  pursuant  to  Section  2  hereof;
provided,   however,   that  the   foregoing   limitation   will  not  apply  to
indemnification for breach of the Tax Warranty or the Environmental Warranty.

                                   ARTICLE XI

                                  MISCELLANEOUS

         11.1  Expenses.  Each party  hereto  shall bear its own  expenses  with
respect to the transactions contemplated hereby.



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<PAGE>



         11.2 Amendment. This Agreement may be amended, modified or supplemented
only in writing signed by Purchaser and Seller.

         11.3 Notices. Any notice, request,  instruction or other document to be
given  hereunder  by a party  hereto  shall be in writing and shall be deemed to
have been given, (a) when received if given in person or by courier or a courier
service  that  obtains  receipts,   (b)  one  business  day  after  the  day  of
transmission  if  sent  by  telex,  facsimile  or  other  wire  transmission  or
recognized  overnight  courier (c) three Business Days after being  deposited in
the U.S. mail, certified or registered mail, postage prepaid:

         (a)  If to Stockholder, addressed as follows:

                  William J. Avery, Sr. and Sarah A. Avery
                  P.O. Box 1405
                  Flagler Beach, Florida 32156

                  with a copy to:
                  Carson, Messinger, et al
                  3300 North Central Avenue, Suite 1900
                  Phoenix, Arizona 85012
                  Attn: James Burns
                  Facsimile No.: (602) 277-4507

         (b)      If to Seller, addressed as follows:

                  Midwest Truck After Market, Inc.
                  P.O. Box 1405
                  Flagler Beach, Florida 32156

                  with a copy to:
                  Carson, Messinger, et al
                  3300 North Central Avenue, Suite 1900
                  Phoenix, Arizona 85012
                  Attn: James Burns
                  Facsimile No.: (602) 277-4507

         (c) If to Purchaser, addressed as follows:

                  Radco Industries, Inc.
                  1100 Louisiana Street, Suite 5400
                  Houston, Texas 77002
                  Attn: Stephen Magee
                  Facsimile No.: (713) 951-9038




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<PAGE>



                  with a copy to:

                  Mayer, Brown & Platt
                  700 Louisiana Street, Suite 3600
                  Houston, Texas  77002
                  Attn: Paul B. Clemenceau
                  Facsimile No.:  (713) 224-6410

or to such  other  individual  or address as a party  hereto may  designate  for
itself by notice given as herein provided.

         11.4 Effect of Investigation.  Any due diligence review, audit or other
investigation  or inquiry  undertaken  or performed by or on behalf of Purchaser
shall not limit,  qualify,  modify or amend the  representations,  warranties or
covenants of, or  indemnities  by,  Seller made or  undertaken  pursuant to this
Agreement,  irrespective  of the  knowledge and  information  received (or which
should have been received) therefrom by Purchaser.

         11.5  Waivers.  The  failure of a party  hereto at any time or times to
require  performance of any provision hereof shall in no manner affect its right
to enforce the same at a later time. No waiver by a party of any condition or of
any breach of any term,  covenant,  representation or warranty contained in this
Agreement shall be effective unless in writing, and no waiver in any one or more
instances  shall be  deemed  to be a further  or  continuing  waiver of any such
condition  or breach in other  instances  or a waiver of any other  condition or
breach of any other term, covenant, representation or warranty.

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

         11.7  Interpretation.  The headings  preceding the text of Articles and
Sections  included in this  Agreement  and the headings to Exhibits and Exhibits
attached to this Agreement are for convenience only and shall not be deemed part
of this Agreement or be given any effect in interpreting this Agreement. The use
of the masculine, feminine or neuter gender herein shall not limit any provision
of this  Agreement.  The use of the terms  "including" or "include" shall in all
cases  herein  mean  "including,   without  limitation"  or  "include,   without
limitation,"  respectively.   Underscored  references  to  Articles,   Sections,
Subsections  or  Exhibits  shall  refer to  those  portions  of this  Agreement.
Consummation  of the  transactions  contemplated  herein  shall  not be deemed a
waiver of a breach of or inaccuracy in any representation,  warranty or covenant
or of  any  party's  rights  and  remedies  with  regard  thereto.  No  specific
representation, warranty or covenant contained herein shall limit the generality
or  applicability  of  a  more  general  representation,  warranty  or  covenant
contained herein. A breach of or inaccuracy in any  representation,  warranty or
covenant shall not be affected by the fact that any more general or less general
representation, warranty or covenant was not also breached or inaccurate.




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<PAGE>



         11.8  Applicable Law. This Agreement shall be governed by and construed
and enforced in accordance  with the internal laws of the State of Texas without
giving  effect to the  principles of conflicts of law thereof.  The parties,  on
behalf of themselves and their respective  Affiliates,  submit themselves to the
jurisdiction of the Federal and State courts located in Houston, Texas and agree
to commence  any lawsuit  arising  under or  relating to this  Agreement  or the
Related Agreements in such courts.

         11.9 Assignment.  This Agreement shall be binding upon and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns;
provided, however, that prior to the Closing Date no assignment of any rights or
obligations  shall be made by Seller or Stockholder  without the written consent
of Purchaser or by Purchaser without the written consent of Seller,  except that
Purchaser may assign its rights hereunder  without such consent to any Affiliate
of Purchaser;  provided that (i) such Affiliate of Purchaser assumes Purchaser's
obligations  under this  Agreement  and (ii)  Purchaser  remains  liable for all
obligations under this Agreement in the event of a default by assignee.

         11.10 No Third Party  Beneficiaries.  This  Agreement is solely for the
benefit  of the  parties  hereto  and,  to the  extent  provided  herein,  their
respective   Affiliates,    directors,    officers,    employees,   agents   and
representatives,  and no provision of this  Agreement  shall be deemed to confer
upon other third parties any remedy, claim, liability,  reimbursement,  cause of
action or other right.

         11.11 Publicity.  Prior to the Closing Date,  except as required by Law
or the rules of any stock  exchange,  no public  announcement or other publicity
regarding  the  transactions  referred to herein  shall be made by either  party
hereto or any of their respective Affiliates,  officers,  directors,  employees,
representatives  or agents,  without the prior  written  agreement  of the other
party,  in any case, as to form,  content,  timing and manner of distribution or
publication;  provided, however, that nothing in this Section shall prevent such
parties from  discussing  such  transactions  with those Persons whose approval,
agreement or opinion,  as the case may be, is required for  consummation of such
particular transaction or transactions.

         11.12 Further  Assurances.  Each of the parties  hereto will,  upon the
reasonable request of the other party, on and after the Closing Date execute and
deliver such other documents, releases, assignments and other instruments as may
be required to effectuate completely the transactions contemplated herein and to
otherwise carry out the purposes of this Agreement.

         11.13  Severability.  If any provision of this Agreement  shall be held
invalid, illegal or unenforceable,  the validity,  legality or enforceability of
the other provisions  hereof shall not be affected  thereby,  and there shall be
deemed  substituted  for the provision at issue a valid,  legal and  enforceable
provision as similar as possible to the provision at issue.

         11.14 Remedies  Cumulative.  Except as otherwise  provided herein,  the
remedies  provided in this Agreement  shall be cumulative and shall not preclude
the  assertion or exercise of any other rights or remedies  available by law, in
equity or otherwise.



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<PAGE>



         11.15 Entire  Understanding.  This Agreement and the Related Agreements
set forth the entire  agreement  and  understanding  of the  parties  hereto and
supersede any and all prior agreements,  arrangements and  understandings  among
the parties. No representation,  warranty, promise,  inducement, or statement of
intention  has been made or relied upon by a party  hereto that is not set forth
in this Agreement or the Related Agreements.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.

                                  PURCHASER

                                                RADCO INDUSTRIES, INC.


                                                By:
                                                Name:      Michael H. Manor
                                                Title:     President


                                  SELLER

                                                MIDWEST TRUCK AFTER MARKET, INC.



                                                By:
                                                Name:
                                                Title:





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<PAGE>



                                   STOCKHOLDER

                                                     WILLIAM J. AVERY, SR.





                                                      SARAH A. AVERY










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