ASSET  PURCHASE  AGREEMENT,  dated as of November 19, 1999, among ATLAS BAG
INC., an Illinois corporation (the "SELLER"), Charles M. Roy, Scott Brekken
and Bruce H. Vernon (together, the "SHAREHOLDERS"), and MARINO TECHNOLOGIES
INCORPORATED, a Delaware corporation (the "PURCHASER").

                           W I T N E S S E T H:

WHEREAS, the Seller, directly  and  through  its  wholly  owned subsidiary,
Atlas  Bag  Texas  Inc.  ("ATLAS  TEXAS"),  is  engaged in the business  of
assembly, sale, refurbishing, importing and distribution  of  polypropylene
bulk bags in the United States and Mexico (the "BUSINESS"); and

WHEREAS,  the  Seller  desires  to sell to the Purchaser, and the Purchaser
desires to purchase from the Seller,  all of the assets of the Business and
in  connection  therewith  the  Purchaser  is  willing  to  assume  certain
liabilities of the Seller and Atlas Texas relating  thereto,  all  upon the
terms and subject to the conditions set forth herein;

NOW,  THEREFORE, in consideration of the premises and the mutual agreements
and covenants  hereinafter  set  forth, the Purchaser and the Seller hereby
agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.  Certain Defined Terms.As used in this Agreement,
the following  terms  shall  have  the following meanings:

"ACQUISITION  DOCUMENTS"  means  this  Agreement, the Employment
Agreements,  and  any certificate, Financial Statement,  Interim
Financial Statement, report or other document delivered pursuant
to this Agreement or the transactions contemplated hereby.

"ACTION" means any claim, action, suit, arbitration, inquiry,
proceeding or investigation by or before any Governmental Authority.

"AFFILIATE" means,  with  respect to any specified Person, any other Person
that directly, or indirectly  through one or more intermediaries, controls,
is controlled by, or is under common control with, such specified Person.

"AGREEMENT" or "THIS AGREEMENT"  means this Asset Purchase Agreement, dated
as of November 19, 1999, between the  Seller  and  the Purchaser (including
the Exhibits hereto and the Disclosure Schedule) and  all amendments hereto
made in accordance with the provisions of Section 7.09.

"ASSETS" has the meaning specified in Section 2.01(a).

"ASSUMED LIABILITIES" has the meaning specified in Section 2.02(a).

"ATLAS TEXAS" has the meaning specified in the recitals to this Agreement.
"BILL OF SALE" means the Bill of Sale and Assignment to  be executed by the
Seller on the Closing Date substantially in the form of Exhibit 1.01(a).

"BUSINESS" has the meaning specified in the recitals to this Agreement.

"BUSINESS DAY" means any day that is not a Saturday, a Sunday  or other day
on  which banks are required or authorized by Law to be closed in  Chicago,
Illinois, or New York, New York.

"CERCLA"  means  the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended through the date hereof.

"CERCLIS" means the  Comprehensive Environmental Response, Compensation and
Liability Information System, as updated through the date hereof.

"CLAIM" has the meaning specified in Section 7.11.

"CLOSING" has the meaning specified in Section 2.04.

"CLOSING  BALANCE SHEET"  means  the  audited  consolidated  balance  sheet
(including  the related notes and schedules thereto) of the Company and the
Subsidiaries, to be prepared pursuant to Section 2.08(a) and to be dated as
of the Closing Date.

"CLOSING DATE" has the meaning specified in Section 2.04.

"CLOSING  DATE   NET   WORKING   CAPITAL"  has  the  meaning  specified  in
Section 2.08(a).

"CLOSING PAYMENT" has the meaning specified in Section 2.03(b).

"Closing Payment Adjustment Amount" means $300,000.

"CODE" means the Internal Revenue Code of 1986, as amended through the date
hereof.

"CONFIDENTIALITY AGREEMENT" means  the letter agreement dated as January 4,
1999 between the Seller and LINQ.

"DESIGNATED AMOUNT" means $100,000.

"DETERMINATION DATE" has the meaning specified in Section 2.08(c).

"DISABILITY" means a physical or mental  disability  or  infirmity  of  the
Executive  that  prevents  the  normal performance of substantially all his
duties as an employee of the Purchaser, which disability or infirmity shall
exist, or in the opinion of an independent  physician  is reasonably likely
to exist, for any continuous period of 180 days or an aggregate of 180 days
in any twelve-month period.

"DISCLOSURE SCHEDULE" means the Disclosure Schedule attached  hereto, dated
as of the date hereof, and forming a part of this Agreement.

"EMPLOYEE AMOUNTS" has the meaning specified in Section 5.07(b).

"EMPLOYMENT  AGREEMENT"  means,  as  the  case  may  be, (A) the Employment
Agreement dated as of the date hereof between the Purchaser and Mr. Charles
M. Roy, substantially in the form of Exhibit 1.01(b), or (B) the Employment
Agreement dated as of the date hereof between the Purchaser  and  Mr. Scott
Brekken, substantially in the form of Exhibit 1.01(c).

"ENVIRONMENT"  means surface waters, groundwaters, soil, subsurface  strata
and ambient air.

"ENVIRONMENTAL CLAIMS"  means  any  and all actions, suits, demands, demand
letters, claims, liens, notices of noncompliance  or  violation, notices of
liability  or  potential  liability,  investigations, proceedings,  consent
orders or consent agreements relating in  any way to any Environmental Law,
any Environmental Permit or any Hazardous Materials.

"ENVIRONMENTAL  CONDITION" means a condition  relating  to  or  arising  or
resulting from a failure to comply with any applicable Environmental Law or
Environmental  Permit   or  a  Release  of  Hazardous  Materials  into  the
Environment.

"ENVIRONMENTAL LAW" means  any  Law,  now  or  hereafter  in  effect and as
amended,   and  any  judicial  or  administrative  interpretation  thereof,
including any judicial or administrative order, consent decree or judgment,
relating to  pollution  or protection of the environment, health, safety or
natural resources, including without limitation, those relating to the use,
handling,  transportation,   treatment,   storage,   disposal,  release  or
discharge of Hazardous Materials.

"ENVIRONMENTAL  PERMIT" means any permit, approval, identification  number,
license or other  authorization required under any applicable Environmental
Law.

"ENCUMBRANCE"  means   any   security   interest,  pledge,  mortgage,  lien
(including,  without  limitation, environmental  and  tax  liens),  charge,
encumbrance, adverse claim, preferential arrangement, or restriction of any
kind, including, without  limitation,  any  restriction on the use, voting,
transfer,  receipt  of  income  or  other exercise  of  any  attributes  of
ownership.

"ERISA" has the meaning specified in Section 3.22(a).

"ESTIMATED  NET  WORKING  CAPITAL" has the  meaning  specified  in  Section
2.07(a).

"EXCLUDED ASSETS" has the meaning specified in Section 2.01(b).

"EXCLUDED LIABILITIES" has the meaning specified in Section 2.02(b).

"EXECUTIVE" means, as the case  may  be,  Mr.  Charles  M.  Roy,  Mr. Scott
Brekken or Mr. Bruce Vernon.

"FINAL  CLOSING  DATE  NET  WORKING  CAPITAL" has the meaning specified  in
Section 2.08(c).

"FINANCIAL STATEMENTS" has the meaning specified in Section 3.07(a)(i).

"GOVERNMENTAL AUTHORITY" means any United States federal, state or local or
any  foreign  government,  governmental,   regulatory   or   administrative
authority,  agency  or  commission  or any court, tribunal, or judicial  or
arbitral body.

"GOVERNMENTAL ORDER" means any order,  writ,  judgment, injunction, decree,
stipulation, determination or award entered by  or  with  any  Governmental
Authority.

"HAZARDOUS  MATERIALS"  means  (a)  petroleum  and petroleum products,  by-
products or breakdown products, radioactive materials,  asbestos-containing
materials  and  polychlorinated  biphenyls  and  (b)  any other  chemicals,
materials or substances defined or regulated as toxic or  hazardous or as a
pollutant, contaminant or waste under any applicable Environmental Law.

"INDEBTEDNESS"  means, with respect to any Person, (i) all indebtedness  of
such Person, whether  or  not  contingent,  for  borrowed  money,  (ii) all
obligations  of such Person for the deferred purchase price of property  or
services, (iii)  all  obligations of such Person evidenced by notes, bonds,
debentures or other similar  instruments,  (iv) all indebtedness created or
arising under any conditional sale or other  title retention agreement with
respect to property acquired by such Person (even  though  the  rights  and
remedies  of  the  Sellers  or  lender under such agreement in the event of
default are limited to repossession  or  sale  of  such  property), (v) all
obligations of such Person as lessee under leases that have  been or should
be,  in  accordance  with U.S. GAAP, recorded as capital leases,  (vi)  all
obligations, contingent  or  otherwise,  of  such  Person under acceptance,
letter  of  credit  or  similar facilities, (vii) all obligations  of  such
Person to purchase, redeem,  retire, defease or otherwise acquire for value
any capital stock of such Person  or  any  warrants,  rights  or options to
acquire  such  capital  stock,  valued, in the case of redeemable preferred
stock,  at  the  greater  of  its  voluntary   or  involuntary  liquidation
preference plus accrued and unpaid dividends, (viii)  all  Indebtedness  of
others referred to in clauses (i) through (vi) above guaranteed directly or
indirectly  in  any manner by such Person, or in effect guaranteed directly
or indirectly by  such  Person  through an agreement (a) to pay or purchase
such Indebtedness or to advance or supply funds for the payment or purchase
of such Indebtedness, (b) to purchase,  sell or lease (as lessee or lessor)
property, or to purchase or sell services,  primarily  for  the  purpose of
enabling  the debtor to make payment of such Indebtedness or to assure  the
holder of such  Indebtedness against loss, (c) to supply funds to or in any
other manner invest  in  the  debtor  (including  any  agreement to pay for
property or services irrespective of whether such property  is  received or
such  services are rendered)or (d) otherwise to assure a creditor  against
loss, and  (ix)  all  Indebtedness  referred to in clauses (i) through (vi)
above  secured by (or for which the holder  of  such  Indebtedness  has  an
existing  right, contingent or otherwise, to be secured by) any Encumbrance
on property  (including,  without limitation, accounts and contract rights)
owned by such Person, even  though  such  Person  has not assumed or become
liable  for  the  payment  of  such Indebtedness; PROVIDED,  HOWEVER,  that
Indebtedness shall not include accounts payable of such Person.

"INDEMNIFIED PARTY" has the meaning specified in Section 6.04(a).

"INDEMNIFYING PARTY" has the meaning specified in Section 6.04(a).

"INDEPENDENT   ACCOUNTING   FIRM"   has    the    meaning    specified  in
Section 2.08(b)(ii).

"INTELLECTUAL PROPERTY" shall mean:  (i) United States, international,  and
foreign patents, patent applications and statutory invention registrations,
(ii) trademarks, service marks, domain names, trade dress, logos, and other
source   identifiers,   including   registrations   and   applications  for
registration   thereof,  (iii)  copyrights,  including  registrations   and
applications  for  registration  thereof,  (iv)  computer  software,  data,
databases, and  related documentation, and (v) confidential and proprietary
information, including trade secrets and know-how.

"INTEREST RATE" has the meaning specified in Section 2.03(c).

"INTERIM  FINANCIAL  STATEMENTS"  has  the  meaning  specified  in  Section
3.07(a)(ii).

"INVENTORIES"   means   all   inventory  (including  inventory  shipped  on
consignment), merchandise, finished  goods,  and  raw materials, packaging,
supplies and other personal property related to the  Business,  maintained,
held  or  stored  by  or for the Seller on the Closing Date and any prepaid
deposits for any of the same.

"IRS" means the Internal Revenue Service of the United States.

"LAW" means any federal,  state,  local or foreign statute, law, ordinance,
regulation, rule, code, order, requirement or rule of common law.

"LEASED REAL PROPERTY" means the real  property  leased  by  the Seller and
Atlas Texas, as tenant, together with, to the extent leased by  the  Seller
or   Atlas  Texas,  all  buildings  and  other  structures,  facilities  or
improvements currently or hereafter located thereon, all fixtures, systems,
equipment  and  items  of  personal  property  of the Seller or Atlas Texas
attached or appurtenant thereto, and all easements,  licenses,  rights  and
appurtenances relating to the foregoing.

"LIABILITIES" means any and all debts, liabilities and obligations, whether
accrued   or  fixed,  absolute  or  contingent,  matured  or  unmatured  or
determined  or  determinable,  including, without limitation, those arising
under any Law, Action or Governmental  Order  and  those  arising under any
contract, agreement, arrangement, commitment or undertaking.

"LICENSED   INTELLECTUAL   PROPERTY"   shall  mean  (i)  all  licenses   of
Intellectual Property and Software licensed to the Seller or Atlas Texas by
any  third party, and (ii) all licenses of  Intellectual  Property  by  the
Seller or Atlas Texas to any third party.

"LINQ" means LINQ Industrial Fabrics, Inc.

"LOSS" has the meaning specified in Section 6.02.

"MATERIAL  ADVERSE EFFECT" means any circumstance, change in, or effect on,
the Business  or the Seller that, individually or in the aggregate with any
other circumstances, changes in, or effects on, the Seller or the Business:
(a) is, or could be, materially adverse to the business, operations, assets
or liabilities  (including,  without  limitation,  contingent liabilities),
employee  relationships,  customer  or  supplier relationships,  prospects,
results  of operations or the condition (financial  or  otherwise)  of  the
Business or  (b)  could  materially  adversely  affect  the  ability of the
Purchaser to operate or conduct the Business in the manner in  which  it is
currently operated or conducted by the Seller.

"MATERIAL CONTRACTS" has the meaning specified in Section 3.16(a).

"MULTIEMPLOYER PLAN" has the meaning specified in Section 3.22(b).

"MULTIPLE EMPLOYER PLAN" has the meaning specified in Section 3.22(b).

"NATURAL  RESOURCES"  means land, fish, wildlife, biota, air, water, ground
water, drinking water supplies, and other such resources.

"NET WORKING CAPITAL" means  the total of current assets excluding cash but
including and not limited to all  other  current  assets  such as trade and
other receivables due in less than one year, inventory and prepaid expenses
less all current liabilities including but not limited to trade  and  other
payables, taxes, accruals, customer advances and any other payments due  in
less than one year, excluding Indebtedness.

"OWNED  INTELLECTUAL  PROPERTY"  shall  mean  all Intellectual Property and
Software owned by the Seller or Atlas Texas.

"PERMITS"  means all environmental, health and safety  and  other  permits,
licenses,  authorizations,   certificates,   exemptions  and  approvals  of
Governmental Authorities.

"PERMITTED  ENCUMBRANCES"  means  such  of the following  as  to  which  no
enforcement, collection, execution, levy  or  foreclosure  proceeding shall
have  been  commenced:   (a)  liens for taxes, assessments and governmental
charges or levies not yet due and payable; (b) Encumbrances imposed by Law,
such as materialmen's, mechanics',  carriers',  workmen's  and  repairmen's
liens  and  other  similar liens arising in the ordinary course of business
securing obligations  that (i) are not overdue for a period of more than 30
days and (ii) are not in excess of $10,000 in the case of a single property
or $50,000 in the aggregate  at any time; (c) pledges or deposits to secure
obligations under workers' compensation  laws  or similar legislation or to
secure public or statutory obligations; and (d)  minor  survey  exceptions,
reciprocal easement agreements and other customary encumbrances on title to
real   property   that  (i)  were  not  incurred  in  connection  with  any
indebtedness, (ii)  do  not render title to the property encumbered thereby
unmarketable and (iii) do not, individually or in the aggregate, materially
adversely affect the value  of  or the use of such property for its present
purposes.

"PERSON" means any individual, partnership, firm, corporation, association,
trust,  unincorporated  organization  or  other  entity,  as  well  as  any
syndicate or group that would  be  deemed  to  be  a  person  under Section
13(d)(3) of the Securities Exchange Act of 1934, as amended.

"PLANS" has the meaning specified in Section 3.22(a).

"POST-CLOSING ADJUSTMENT" has the meaning specified in Section 2.08(c).

"PURCHASE PRICE" has the meaning specified in Section 2.03.

"PURCHASE PRICE BANK ACCOUNT" means a bank account in the United  States to
be  designated by the Seller in a written notice to the Purchaser at  least
five Business Days before the Closing.

"PURCHASER" has the meaning specified in the recitals to this Agreement.

"PURCHASER'S   ACCOUNTANTS"   means   PricewaterhouseCoopers,   independent
accountants of the Purchaser.

"RECEIVABLES" means any and all accounts receivable, notes, commissions and
other amounts receivable from third parties, including, without limitation,
customers,  suppliers  and  employees,  arising  from  the  conduct  of the
Business  on  or  before  the  Closing Date, whether or not in the ordinary
course, together with any unpaid financing charges accrued thereon.

"REFERENCE BALANCE SHEET" means  the  consolidated  balance  sheet  of  the
Seller as of June 30, 1999.

"Reference Balance Sheet Date" means June 30, 1999.

"REGULATIONS"   means   the   Treasury   Regulations  (including  Temporary
Regulations) promulgated by the United States  Department  of  the Treasury
with respect to the Code or other federal tax statutes.

"RELEASE"  means  disposing,  discharging,  injecting,  spilling,  leaking,
leaching,  dumping, emitting, escaping, emptying, seeping, placing and  the
like into or  upon  any land or water or air or otherwise entering into the
Environment.

"REMEDIAL ACTION" means all action to (i) clean up, remove, treat or handle
in any other way Hazardous  Materials  in  the Environment; (ii) restore or
reclaim the Environment or Natural Resources;  (iii) prevent the Release of
Hazardous Materials so that they do not migrate,  endanger  or  threaten to
endanger  public  health  or  the  Environment;  or  (iv)  perform remedial
investigations,  feasibility  studies,  corrective  actions, closures,  and
postremedial   or   postclosure   studies,   investigations,    operations,
maintenance and monitoring on, about or in any Real Property.

"REPRESENTATIVE" has the meaning specified in Section 2.09.

"RESTRICTED PERIOD" has the meaning specified in Section 5.08.

"RULES" has the meaning specified in Section 7.11.

"SELLER" has the meaning specified in the recitals to this Agreement.

"SELLER COMMON STOCK" has the meaning specified in Section 3.02.

"SELLER SYSTEMS" has the meaning specified in Section 3.32.

"SELLER'S  ACCOUNTANT"  means  Whippman,  Greenberg  &  Goldberg,  Limited,
independent accountant of the Seller.

"SOFTWARE"  shall  mean all computer software material to the operation  of
the Business.

"STATEMENT OF CLOSING  DATE  NET WORKING CAPITAL" has the meaning specified
in Section 2.08(a).

"STATEMENT OF ESTIMATED NET WORKING  CAPITAL"  has the meaning specified in
Section 2.07(a).

"SUBSEQUENT PAYMENT" has the meaning specified in Section 2.03(b).

"TAX" or "TAXES" means any and all taxes, fees,  levies,  duties,  tariffs,
imposts, and other charges of any kind (together with any and all interest,
penalties,  additions  to  tax  and additional amounts imposed with respect
thereto) imposed by any government  or taxing authority, including, without
limitation:   taxes  or  other  charges  on  or  with  respect  to  income,
franchises,  windfall or other profits, gross  receipts,  property,  sales,
use,  capital  stock,   payroll,   employment,  social  security,  workers'
compensation, unemployment compensation,  or  net  worth;  taxes  or  other
charges  in the nature of excise, withholding, ad valorem, stamp, transfer,
value added,  or gains taxes; license, registration and documentation fees;
and customs' duties, tariffs, and similar charges.

"THIRD PARTY CLAIMS" has the meaning specified in Section 6.04(a).

"TRANSFERRED EMPLOYEE" has the meaning specified in Section 5.07(a).

"U.S. GAAP" means  United  States  generally accepted accounting principles
and practices in effect from time to  time  applied consistently throughout
the periods involved.

"VENDORS" means any and all vendors who are unaffiliated  with  the  Seller
and  who  supply  raw  materials, components, spare parts, supplies, goods,
merchandise or services to the Seller or Atlas Texas.

"YEAR 2000 COMPLIANT" has the meaning specified in Section 3.32.


ARTICLE II

PURCHASE AND SALE

SECTION 2.01.  ASSETS TO  BE  SOLD.   (a)   On the terms and subject to the
conditions of this Agreement, the Seller hereby  sells, assigns, transfers,
conveys  and  delivers  to the Purchaser or causes to  be  sold,  assigned,
transferred, conveyed and  delivered  to  the  Purchaser, and the Purchaser
purchases  from  the  Seller,  all  the  assets, properties,  goodwill  and
business  of  every  kind  and description and  wherever  located,  whether
tangible or intangible, real,  personal  or  mixed,  directly or indirectly
owned by the Seller or to which it is directly or indirectly  entitled and,
in  any  case, belonging to or used or intended to be used in the  Business
(regardless  of  whether such assets, properties, goodwill and business are
accounted for or otherwise  recorded  as  such  in the books of account and
other financial records of the Seller), other than the Excluded Assets (the
assets to be purchased by the Purchaser being referred to as the "ASSETS"),
including, without limitation, the following:

(i)  the Business as a going concern;

(ii) all rights in respect of the Leased Real Property;

(iii)  all  furniture, fixtures, equipment, machinery  and  other  tangible
personal property used or
held for use  by  the  Seller and Atlas Texas at the locations at which the
Business is conducted, or  otherwise  owned  or held by the Seller or Atlas
Texas at the Closing Date for use in the conduct of the Business;

(iv) all vehicles and rolling stock;

(v)  all Inventories;

(vi) all Receivables;

(vii) all books of account, general, financial,  tax and personnel records,
bank accounts, invoices, shipping records, supplier  lists,  correspondence
and  other  documents, records and files and all Software and programs  and
any rights thereto  owned,  associated  with  or employed by the Seller and
Atlas Texas or used in, or relating to, the Business  at  the Closing Date,
other than organization documents, minute and stock record  books  and  the
corporate seal of the Seller;

(viii) the goodwill of the Seller relating to the Business;

(ix) the Intellectual Property;

(x)  all claims, causes of action, choses in action, rights of recovery and
rights  of  set-off of any kind (including rights to insurance proceeds and
rights under and pursuant to all warranties, representations and guarantees
made by suppliers  of  products,  materials  or  equipment,  or  components
thereof), pertaining to, arising out of, and enuring to the benefit  of the
Seller or Atlas Texas;

(xi) all  sales  and  promotional  literature,  customer  lists  and  other
sales-related  materials  owned,  used,  associated with or employed by the
Seller and Atlas Texas in connection with the Business at the Closing Date;


(xii)  all  rights  of  the  Seller and Atlas Texas  under  all  contracts,
licenses,  sublicenses, agreements,  leases,  commitments,  and  sales  and
purchase orders,  and under all commitments, bids and offers (to the extent
such offers are transferable);

(xiii) all municipal,  state  and  federal  franchises,  permits, licenses,
agreements, waivers and authorizations held or used by the Seller and Atlas
Texas  in  connection  with, or required for, the Business, to  the  extent
transferable;

(xiv) all insurance policies  and rights thereunder of the Seller and Atlas
Texas pertaining to the Assumed  Liabilities in respect of the Business and
all rights of the Seller and Atlas  Texas  of  every nature and description
under or arising out of such insurance policies; and

(xv) all the Seller's and Atlas Texas's right, title  and  interest  on the
Closing  Date in, to and under all other assets, rights and claims of every
kind and nature  used  or  intended  to  be  used  in  the operation of, or
residing with, the Business.

(b)  Notwithstanding anything in clause (a) above, the Assets shall exclude
the following assets owned by the Seller (the "EXCLUDED ASSETS"):

(i) all cash and marketable securities (it being understood  that  the
Receivables shall not be considered securities);

(ii)  claims  for  refunds  of Taxes paid by the Seller or Atlas Texas
imposed on property, incomes  or  payrolls  arising prior to or on the
Closing Date;

(iii) the Seller's minute books and stock ledgers;

(iv) the capital stock of the Seller;

(v)  all rights of the Seller under this Agreement  and  the Ancillary
Agreements; and

(vi) the   automobiles  listed  on  Section  3.25  of  the  Disclosure
Schedule.

SECTION 2.02.  ASSUMPTION  AND EXCLUSION OF LIABILITIES.  (a)  On the terms
and subject to the conditions  of  this  Agreement,  the  Purchaser  hereby
assumes  and  shall  pay,  perform  and  discharge  when  due the following
Liabilities (the "ASSUMED LIABILITIES"):

(i)  Liabilities of the Seller at the Closing Date arising  in the ordinary
course  of  business  to the extent of any accrual therefor on the  Closing
Balance Sheet or incurred  in  the  ordinary  course  of business since the
Closing Balance Sheet Date, but excluding any Indebtedness and any Taxes;

(ii) current Liabilities included in the Net Working Capital  of the Seller
to  the  extent reflected on the Closing Balance Sheet or incurred  in  the
ordinary course of business since the Closing Balance Sheet Date; and

(iii) Liabilities  arising  after  the  Closing  Date  with  respect to any
contracts assigned to the Purchaser pursuant to Section 2.01(a).

(b)  The  Seller  shall  retain, and shall be responsible for  paying,
performing and discharging when  due, and the Purchaser shall not assume or
have  any responsibility for, all Liabilities  of  the  Seller  as  of  the
Closing   Date   other   than   the   Assumed  Liabilities  (the  "EXCLUDED
LIABILITIES"), including, without limitation:

(i) all Taxes now or hereafter owed  by  the Seller or Atlas Texas, or
attributable to the Assets or the Business, relating to any period, or
any portion of any period, ending on or prior to the Closing Date;

(ii)  all  Liabilities  relating to or arising  out  of  the  Excluded
Assets; and

(iii) all Liabilities of the Seller under this Agreement.

SECTION 2.03.  PURCHASE PRICE.   (a)   Subject to the adjustments set forth
in Sections 2.07 and 2.08, the aggregate  purchase  price  for  the  Assets
shall be $13,750,000 (the "PURCHASE PRICE").

     (b)  The  Purchase  Price  shall  be  paid as follows:  (i) subject to
Sections  2.03(c)  and  2.07,  $11,140,000  at the  Closing  (the  "CLOSING
PAYMENT");  and  (ii)  subject to any rights to  withhold  or  offset  such
payments  provided elsewhere  in  this  Agreement  and  in  the  Employment
Agreements,  $911,000  on each of September 30, 2000 and September 30, 2001
and $788,000 on September  30,  2002  (each,  a "SUBSEQUENT PAYMENT").  The
Subsequent Payment amounts will be secured by a  LINQ  corporate guarantee.
In the event that any Subsequent Payment is not made by  the applicable due
date, default interest at a rate of 12% per annum shall apply to the period
between such date and the date of payment.  The Seller may assign the right
to receive Subsequent Payments, if any, to an Affiliate with the consent of
the  Purchaser  (which consent shall not be unreasonably withheld),  in  an
agreement in writing  pursuant  to which the assignee agrees to be bound by
the provisions of this Agreement.

     (c)  The Closing Payment Adjustment  Amount shall be withheld from the
Closing Payment until any adjustment of the  Closing Payments under Section
2.08(c) becomes final, at which time any remaining  portion  of the Closing
Payment Adjustment Amount, together with interest thereon at the rate of 6%
per annum (the "INTEREST RATE"), will be paid to the Seller.

     (d)  The  sum  of  the  Purchase Price and the Liabilities treated  as
assumed for federal income tax purposes shall be allocated among the Assets
as of the Closing Date in accordance  with Exhibit 2.03(d).  Any subsequent
adjustments to the sum of the Purchase  Price and Assumed Liabilities shall
be  reflected  in the allocation hereunder  in  a  manner  consistent  with
Treasury Regulation  <section>  1.1060-1T(f).   For  all  Tax purposes, the
Purchaser  and the Seller agree to report the transactions contemplated  in
this Agreement  in  a  manner  consistent with the terms of this Agreement,
including the allocation under Exhibit  2.03(d), and that none of them will
take any position inconsistent therewith  in  any Tax return, in any refund
claim, in any litigation, or otherwise.



<PAGE>

SECTION  2.04.   CLOSING.   Subject  to the terms and  conditions  of  this
Agreement, the sale and purchase of the  Assets  and  the assumption of the
Assumed Liabilities contemplated by this Agreement shall  take  place  at a
closing  (the  "CLOSING") to be held at the offices of Shearman & Sterling,
599 Lexington Avenue,  New  York,  New  York at 10:00 a.m. New York time on
November 19, 1999, or at such other place  or at such other time or on such
other  date  as the Seller and the Purchaser may  mutually  agree  upon  in
writing (the day  on  which  the  Closing  takes  place  being the "CLOSING
DATE").

SECTION  2.05.   CLOSING  DELIVERIES  BY  THE SELLER.  At the Closing,  the
Seller shall deliver or cause to be delivered to the Purchaser:

     (a)  the  Bill  of  Sale  and  such  other instruments,  in  form  and
substance  satisfactory  to  the Purchaser, as  may  be  requested  by  the
Purchaser to
transfer the Assets to the Purchaser  or  evidence  such  transfer  on  the
public records;

     (b)  a receipt for the Closing Payment;

     (c)  executed counterparts of each of the Employment Agreements;

     (d)  a certificate of an officer of the Seller with respect to (i) the
resolutions  duly  and  validly  adopted  by  the Board of Directors of the
Seller  and  the  shareholders  of  the  Seller evidencing  its  and  their
authorization of the execution and delivery  of this Agreement and the Bill
of Sale and the consummation of the transactions  contemplated  hereby  and
(ii) the incumbency and signature of each officer and representative of the
Seller executing this Agreement and the Bill of Sale; and

     (e)  good  standing  certificates for the Seller from the secretary of
state of Illinois, for Atlas Texas from the secretary of state of Texas and
from  the secretary of state  in  each  other  jurisdiction  in  which  the
properties  owned or leased by the Seller, or the operation of its business
in such jurisdiction,  require  the Seller and Atlas Texas to qualify to do
business as a foreign corporation,  in  each  case  dated  as of a date not
earlier than five Business Days prior to the Closing Date.

SECTION  2.06.  CLOSING DELIVERIES BY THE PURCHASER.  At the  Closing,  the
Purchaser shall deliver to the Seller:

     (a)  the  Closing  Payment  by  certified check to the bank account or
bank accounts specified by the Seller  at  least two Business Days prior to
the Closing Date;

     (b)  executed counterparts of each of the Employment Agreements;

     (c)  a  certificate of an officer of the  Purchaser  with  respect  to
(i) the resolutions  duly  and validly adopted by the Board of Directors of
the Purchaser and the shareholder  of  the Purchaser evidencing its and his
authorization  of the execution and delivery  of  this  Agreement  and  the
consummation  of   the   transactions  contemplated  hereby  and  (ii)  the
incumbency  and  signature  of  each  officer  and  representative  of  the
Purchaser executing this Agreement; and

     (d)  a good standing certificate  for the Purchaser from the secretary
of state of Delaware dated as of a date not earlier than five Business Days
prior to the Closing Date.
SECTION 2.07.  ESTIMATE OF PURCHASE PRICE.   The  Purchase Price to be paid
at  the  Closing shall be subject to adjustment prior  to  the  Closing  as
specified in this Section 2.07:

          (a)  ESTIMATED  NET WORKING CAPITAL.  Five Business Days prior to
     the Closing, the Seller shall deliver to the Purchaser its estimate of
     Net Working Capital as  of  September 30, 1999 ("ESTIMATED NET WORKING
     CAPITAL") (the "STATEMENT OF ESTIMATED NET WORKING CAPITAL"), together
     with reasonable supporting financial information therefor.

          (b) AMOUNT OF CLOSING PAYMENT.   To the extent that Estimated Net
     Working Capital exceeds $2,900,000, the  amount of the Closing Payment
     shall be adjusted upward from the Purchase Price in an amount equal to
     such excess.

SECTION  2.08.  POST-CLOSING ADJUSTMENT OF CLOSING  PAYMENT.   The  Closing
Payment shall  be  subject  to adjustment after the Closing as specified in
this Section 2.08:

     (a)  CLOSING BALANCE SHEET.   As  promptly  as practicable, but in any
event on or before December 15, 1999, the Purchaser  shall  deliver  to the
Seller  the  Closing  Balance  Sheet, together with a report thereon of the
Purchaser's Accountants stating  that  the  Closing  Balance  Sheet  fairly
presents  in  all material respects the consolidated financial position  of
the Seller as of September 30, 1999 in conformity with U.S. GAAP applied on
a basis consistent  with  the  preparation  of the Reference Balance Sheet.
The Purchaser shall also deliver with the Closing Balance Sheet a statement
based  on  such  Closing  Balance  Sheet  setting  forth   the  Purchaser's
calculation  of  actual  Net  Working  Capital  as  of  September 30,  1999
("CLOSING  DATE NET WORKING CAPITAL") (the "STATEMENT OF CLOSING  DATE  NET
WORKING CAPITAL").   The  costs of preparation of the Closing Balance Sheet
and the Statement of Closing  Date  Net  Working  Capital  shall be divided
equally between the Seller and the Purchaser.

     (b)  DISPUTES.   (i)  Subject to clause (ii) of this Section  2.08(b),
the Closing Balance Sheet delivered by the Purchaser to the Seller shall be
deemed to be and shall  be  final,  binding  and  conclusive on the parties
hereto.

      (ii) The Seller may dispute any amounts reflected  on the Closing
Balance  Sheet  and the Statement of Closing Date Net Working  Capital
only on the basis  that  the  amounts reflected on the Closing Balance
Sheet were not arrived at in accordance  with  U.S.  GAAP applied on a
basis consistent with the preparation of the Reference  Balance Sheet,
excluding  normal recurring adjustments; PROVIDED, HOWEVER,  that  the
Seller  shall   have   notified  the  Purchaser  and  the  Purchaser's
Accountants in writing of  each  disputed  item, specifying the amount
thereof in dispute and setting forth, in reasonable  detail, the basis
for such dispute, within 15 Business Days of the Purchaser's  delivery
of  the  Closing  Balance  Sheet  and  the  Purchaser's calculation of
Closing Date Net Working Capital.  In the event of such a dispute, the
Seller's Accountant and the Purchaser's Accountants  shall  attempt to
reconcile  their  differences,  and  any resolution by them as to  any
disputed amounts shall be final, binding and conclusive on the parties
hereto.  If any such resolution by the Purchaser's Accountants and the
Seller's Accountant leaves in dispute  amounts the net effect of which
in the aggregate would not affect the Closing Date Net Working Capital
reflected on the Closing Balance Sheet by  more  than  the  Designated
Amount, all such amounts remaining in dispute shall then be deemed  to
have  been resolved one-half in favor of the Purchaser and one-half in
favor of  the  Seller.  If the Seller's Accountant and the Purchaser's
Accountants are  unable  to reach a resolution with such effect within
20 Business Days after receipt  by  the  Purchaser and the Purchaser's
Accountants of the Seller's written notice  of  dispute,  the Seller's
Accountant  and  the  Purchaser's  Accountants shall submit the  items
remaining in dispute for resolution  to Deloitte & Touche, L.L.P. (or,
if such firm shall decline to act or is  not,  at  the  time  of  such
submission,  independent  of  the Seller and the Purchaser, to another
independent  accounting  firm  of  international  reputation  mutually
acceptable to the Purchaser and the Seller) (either Deloitte & Touche,
L.L.P. or such other accounting  firm  being referred to herein as the
"INDEPENDENT ACCOUNTING FIRM"), which shall,  within  30 Business Days
after such submission, determine and report to the Purchaser  and  the
Seller  upon  such  remaining disputed items, and such report shall be
final, binding and conclusive  on  the  Seller and the Purchaser.  The
fees and disbursements of the Independent  Accounting  Firm  shall  be
allocated  between the Seller and the Purchaser in the same proportion
that  the  aggregate  amount  of  such  remaining  disputed  items  so
submitted to  the  Independent  Accounting Firm that is unsuccessfully
disputed by each such party (as finally  determined by the Independent
Accounting Firm) bears to the total amount  of such remaining disputed
items so submitted.

     (iii)   In   acting   under   this  Agreement,  the   Purchaser's
Accountants, the Seller's Accountant  and  the  Independent Accounting
Firm   shall   be  entitled  to  the  privileges  and  immunities   of
arbitrators.

     (c)  CLOSING PAYMENT  ADJUSTMENT.  The calculation of Closing Date Net
Working Capital shall be deemed  final  ("FINAL  CLOSING  DATE  NET WORKING
CAPITAL")  for  the  purposes  of  this  Section 2.08 upon the earliest  of
(A) the failure of the Seller to notify the  Purchaser  of a dispute within
15 Business Days of the Purchaser's delivery of the Closing  Balance  Sheet
to   the   Seller,   (B)  the  resolution  of  all  disputes,  pursuant  to
Section  2.08(b)(ii), by  the  Purchaser's  Accountants  and  the  Seller's
Accountant   and   (C)   the   resolution  of  all  disputes,  pursuant  to
Section 2.08(b)(ii), by the Independent  Accounting  Firm  (such date being
the  "DETERMINATION DATE").  Within three Business Days of the  calculation
of Final  Closing  Date  Net  Working Capital being deemed final, a Closing
Payment adjustment shall be made as follows:

     (i) in the event that  the Final Closing Date Net Working Capital
is greater than Estimated Net  Working  Capital  and in excess of $2.9
million,  then  the  Closing Payment shall be adjusted  upward  in  an
amount equal to such difference; and

     (ii) in the event that the Final Closing Date Net Working Capital
is less than Estimated Net Working Capital and less than $2.5 million,
then the Closing Payment shall be adjusted downward in an amount equal
to such difference.

<PAGE>

	Upon the final determination  of the amount of any cumulative
adjustment to the Closing Payment pursuant to  (i)  through (iv) above
(the "POST-CLOSING ADJUSTMENT"), such Post-Closing Adjustment  shall
be  paid  as follows, in each case by wire transfer in immediately
available funds:

     (A)  in  the  event  that  a  Post-Closing  Adjustment  is due to  the
Purchaser  in  an  amount less than the Closing Payment Adjustment  Amount,
then the Purchaser shall  retain  the amount of the Post-Closing Adjustment
from the Closing Payment Adjustment  Amount  and  pay  the  balance  of the
Closing Payment Adjustment Amount to the Seller within three Business  Days
of the Determination Date; or

     (B)  in  the  event  that  a  Post-Closing  Adjustment  is  due to the
Purchaser in an amount greater than the Closing Payment Adjustment  Amount,
then  the Purchaser shall retain the Closing Payment Adjustment Amount  and
the Seller, within three Business Days of the Determination Date, shall pay
the amount  of the Post-Closing Adjustment that is in excess of the Closing
Payment Adjustment Amount to the Purchaser; or

     (C)  in the event that a Post-Closing Adjustment is due to the Seller,
then the Purchaser  shall  pay  the  sum  of the Closing Payment Adjustment
Amount and the Post-Closing Adjustment to the  Seller within three Business
Days of the Determination Date.

SECTION 2.09.  THE REPRESENTATIVE.  Each of the Seller and each Shareholder
hereby appoints Charles Roy its legal representative  (such  Person and any
successor or successors being the "REPRESENTATIVE"), as each such Seller or
Shareholder's Attorney-in-Fact and representative, to act on behalf of such
Seller  or  Shareholder  (i)  with  respect  to  any claims (including  the
settlement  thereof)  made  by such party for indemnification  pursuant  to
Article VI and (ii) with respect  to  any actions to be taken in connection
with the Post-Closing Adjustment to the  Purchase Price pursuant to Section
2.08.  In the event that the Representative  becomes unable or unwilling to
continue in his capacity as Representative under this Agreement, the Seller
and the Shareholders shall promptly appoint a successor Representative, who
shall be reasonably acceptable to the Purchaser  (it  being agreed that any
Shareholder shall be deemed reasonably acceptable),  by  written  notice to
the Purchaser.  All references herein to the "Representative" shall include
any such successor Representative.  The Seller and the Shareholders  hereby
consent to the taking by the Representative of any and all actions and  the
making of any decisions required or permitted to be taken by him under this
Agreement.   The  Seller and each of the Shareholders shall be bound by all
actions taken by the Representative in his capacity thereof.  The Purchaser
shall be entitled to  rely,  as  being  binding  upon  such party, upon any
document  or other paper believed by it to be genuine and  correct  and  to
have been signed or sent by the Representative, and the Purchaser shall not
be liable to  any of the Seller or any Shareholders for any action taken or
omitted to be taken  by it in such reliance.  Copies of any notice given by
the Purchaser to the Representative  shall  be  provided  to  each of those
persons specified in Section 7.02.

<PAGE>

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

As an inducement to the Purchaser to enter into this Agreement,  the Seller
and  each  of  the Shareholders hereby jointly and severally represent  and
warrant to the Purchaser as follows:
SECTION 3.01.  ORGANIZATION  AND  AUTHORITY OF THE SELLER.  (a)  The Seller
is a corporation duly organized, validly  existing  and  in  good  standing
under  the  laws  of the State of Illinois and has all necessary power  and
authority to enter  into  this Agreement and the Bill of Sale, to carry out
its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby.   The Seller is duly licensed or qualified
to do business and is in good standing  in  each  jurisdiction in which the
properties  owned or leased by it or the operation of  its  business  makes
such licensing  or  qualification  necessary, except to the extent that the
failure  to  be so licensed or qualified  would  not  materially  adversely
affect (i) the  ability  of  the Seller to carry out its obligations under,
and to consummate the transactions  contemplated by, this Agreement and the
Bill of Sale and (ii) the ability of  the  Seller  to conduct the Business.
The execution and delivery of this Agreement and the  Bill  of  Sale by the
Seller,  the  performance  by  the Seller of its obligations hereunder  and
thereunder  and  the  consummation   by  the  Seller  of  the  transactions
contemplated hereby and thereby have been  duly authorized by all requisite
action on the part of the Seller and its shareholder.   This  Agreement and
the  Bill of Sale have been duly executed and delivered by the Seller,  and
(assuming  due authorization, execution and delivery by the Purchaser) this
Agreement and  the  Bill  of  Sale  constitute,  legal,  valid  and binding
obligations of the Seller enforceable against the Seller in accordance with
their  respective terms, subject to bankruptcy, insolvency, reorganization,
moratorium  or other laws affecting enforceability and to general equitable
principles.

     (b)  All  the  outstanding  shares  of capital stock of the Seller are
validly issued, fully paid, nonassessable and are owned by the Shareholders
directly, free and clear of all Encumbrances.

     (c)  Except as set forth in Section 3.01  of  the Disclosure Schedule,
there are no options, warrants, convertible securities,  or  other  rights,
agreements,  arrangements  or commitments of any character relating to  the
capital stock of the Seller  or  obligating the Seller to issue or sell any
shares of capital stock of, or any other interest in, the Seller.

     (d)  All  corporate  actions  taken  by  the  Seller  have  been  duly
authorized and the Seller has not taken  any  action  that  in  any respect
conflicts  with,  constitutes a default under or results in a violation  of
any  provision  of  its  charter  or  by-laws  (or  similar  organizational
documents).  True and  complete  copies  of  the  charter  and  by-laws (or
similar organizational documents), as in effect on the date hereof,  of the
Seller have been delivered by the Seller to the Purchaser.

     (e)  The  Seller  is  neither  a  member  of  (nor  is any part of its
business conducted through) any partnership nor a participant  in any joint
venture or similar arrangement.

<PAGE>

     (f)  Except  as set forth in Section 3.01 of the Disclosure  Schedule,
there  are no voting  trusts,  stockholder  agreements,  proxies  or  other
agreements  or  understandings  in  effect  with  respect  to the voting or
transfer  of any shares of capital stock of or any other interests  in  the
Seller.

     (g)  The  stock  register  of  the Seller accurately records:  (i) the
name and address of each Person owning  shares  of  capital  stock  of  the
Seller  and  (ii)  the  certificate  number  of each certificate evidencing
shares  of  capital  stock  issued  by the Seller,  the  number  of  shares
evidenced by each such certificate, the  date  of  issuance thereof and, in
the case of cancellation, the date of cancellation.

     (h)  Except as set forth in Section 3.01 of the  Disclosure  Schedule,
there  are  no contracts or arrangements whereby any Person is entitled  to
any payments based upon the revenues or income of the Seller.

SECTION 3.02.   CAPITALIZATION.  The authorized capital stock of the Seller
consists of 10,000 shares of common  stock,  no  par  value,  of the Seller
("SELLER  COMMON  STOCK"),  56.40  of  which  are  duly authorized, validly
issued, fully paid and non-assessable. The Shareholders  in  the  aggregate
hold all such authorized and issued shares of Seller Common Stock.

SECTION  3.03.   SUBSIDIARIES.   (a)  Other than Atlas Texas, there are  no
other corporations, partnerships,  joint  ventures,  associations  or other
entities in which the Seller owns, of record or beneficially, any direct or
indirect equity or other interest or any right (contingent or otherwise) to
acquire  the  same.  The Seller is not a member of (nor is any part of  the
Business  conducted   through)  any  partnership.   The  Seller  is  not  a
participant in any joint venture or similar arrangement.

     (b)  Atlas Texas:   (i)  is  a  corporation duly organized and validly
existing  under  the  laws  of Texas, (ii)  has  all  necessary  power  and
authority  to  own, operate or  lease  the  properties  and  assets  owned,
operated or leased by it and to carry on its business as it has been and is
currently conducted  by  it  and  (iii) is duly licensed or qualified to do
business  and  is  in  good standing in  each  jurisdiction  in  which  the
properties owned or leased  by  it  or  the operation of its business makes
such licensing or qualification necessary,  except  to  the extent that the
failure  to  be  so  licensed  or qualified would not materially  adversely
affect (i) the ability of the Seller  to  carry  out its obligations under,
and to consummate the transactions contemplated by,  this Agreement and the
Bill of Sale and (ii) the ability of the Seller to conduct the Business.

     (c)  All the outstanding shares of capital stock  of  Atlas  Texas are
validly  issued,  fully  paid,  nonassessable  and  are owned by the Seller
directly, free and clear of all Encumbrances.

     (d)  There are no options, warrants, convertible  securities, or other
rights,  agreements, arrangements or commitments of any character  relating
to the capital stock of Atlas Texas or obligating the Seller or Atlas Texas
to issue or  sell any shares of capital stock of, or any other interest in,
Atlas Texas.

     (e)  All  corporate  actions  taken  by  Atlas  Texas  have  been duly
authorized  and  Atlas  Texas  has not taken any action that in any respect
conflicts with, constitutes a default  under  or  results in a violation of
any  provision  of  its  charter  or  by-laws  (or  similar  organizational
documents).   True  and  complete  copies of the charter  and  by-laws  (or
similar organizational documents), as  in  effect  on  the  date hereof, of
Atlas Texas have been delivered by the Seller to the Purchaser.

     (f)  Atlas  Texas  is  neither  a  member of (nor is any part  of  its
business conducted through) any partnership  nor a participant in any joint
venture or similar arrangement.

     (g)  There are no voting trusts, stockholder  agreements,  proxies  or
other  agreements or understandings in effect with respect to the voting or
transfer  of any shares of capital stock of or any other interests in Atlas
Texas.

     (h)  The  stock  register  of Atlas Texas accurately records:  (i) the
name and address of each Person owning  shares of capital stock Atlas Texas
and (ii) the certificate number of each certificate  evidencing  shares  of
capital  stock  issued  by Atlas Texas, the number of shares evidenced each
such  certificate, the date  of  issuance  thereof  and,  in  the  case  of
cancellation, the date of cancellation.

     (i)  There  are  no arrangements whereby any Person is entitled to any
payments based upon the revenues or income of Atlas Texas.

SECTION 3.04.  CORPORATE  BOOKS AND RECORDS. The minute books of the Seller
and Atlas Texas contain accurate  records  of  all  meetings and accurately
reflect all other actions taken by the stockholders,  Boards  of  Directors
and  all  committees  of  the  Boards  of Directors of the Seller and Atlas
Texas.  Complete and accurate copies of  all  such  minute books and of the
stock  register  of the Seller and Atlas Texas have been  provided  by  the
Seller to the Purchaser.

SECTION  3.05.   NO  CONFLICT.   Assuming  that  all  consents,  approvals,
authorizations and  other  actions  described  in  Section  3.06  have been
obtained  and  all filings and notifications listed in Section 3.06 of  the
Disclosure Schedule have been made, the execution, delivery and performance
by the Seller of  this  Agreement  and the Bill of Sale do not and will not
(a) violate, conflict with or result  in the breach of any provision of the
charter or by-laws (or similar organizational  documents)  of  the  Seller,
(b) materially conflict with or result in a material violation of (or cause
an event which could have a Material Adverse Effect as a result of) any Law
or  Governmental  Order  applicable  to  the  Seller  or any of its assets,
properties  or businesses or (c) materially conflict with,  result  in  any
material breach  of, constitute a material default (or event which with the
giving of notice or  lapse  of  time,  or  both,  would  become  a material
default) under, require any consent under, or give to others any rights  of
termination,    amendment,    acceleration,   suspension,   revocation   or
cancellation of, or result in the creation of any Encumbrance on any of the
assets or properties of the Seller pursuant to, any note, bond, mortgage or
indenture, contract, agreement, lease, sublease, license, permit, franchise
or other instrument or arrangement  to  which  the  Seller is a party or by
which any of such assets or properties is bound or affected.

SECTION  3.06.  CONSENTS AND APPROVALS.  (a)  The execution,  delivery  and
performance by the Seller of this Agreement and the Bill of Sale do not and
will not require  any  consent,  approval, authorization or other order of,
action  by, filing with or notification  to,  any  Governmental  Authority,
except (i) where failure to obtain such consent, approval, authorization or
action, or  to  make such filing or notification, would not have a Material
Adverse Effect and  (ii)  as  may  be necessary as a result of any facts or
circumstances relating solely to the Purchaser.

     (b)  The execution and delivery of this Agreement and the Bill of Sale
by the Seller do not, and the performance  by  the Seller of this Agreement
and the Bill of Sale will not, require any third-party consents, approvals,
authorizations or actions on the part of the Seller, except as described in
Section 3.06 of the Disclosure Schedule.  Except  as  described  in Section
3.06  of  the  Disclosure  Schedule,  each  of  such  third-party consents,
approvals, authorizations or actions has been obtained  by the Seller at no
cost to the Purchaser.

SECTION  3.07.  FINANCIAL INFORMATION; BOOKS AND RECORDS.   (a)   True  and
complete copies  of  (i)  the  consolidated balance sheet of the Seller for
each of the three fiscal years ended  as of December 31, 1996, December 31,
1997, and December 31, 1998, and the related statements of income, retained
earnings, stockholders' equity and changes  in  financial  position  of the
Seller,   as   compiled  by  the  Seller's  Accountant  (collectively,  the
"FINANCIAL STATEMENTS")  and  (ii)  the  Reference  Balance  Sheet  and the
related  statements of income, retained earnings, stockholders' equity  and
changes in  financial  position  of the Seller, as compiled by the Seller's
Accountant (collectively, the "INTERIM  FINANCIAL  STATEMENTS"),  have been
delivered by the Seller to the Purchaser.  The Financial Statements and the
Interim Financial Statements (i) were prepared in accordance with the books
of  account and other financial records of the Seller, (ii) present  fairly
in all  material respects the financial condition and results of operations
of the Seller  as  of the dates thereof or for the periods covered thereby,
(iii) except for treatment  of  fixed  assets,  which are depreciated on an
income  tax  basis, as otherwise noted thereon and,  in  the  case  of  the
Interim Financial  Statements,  for  normal year-end adjustments that would
not have a Material Adverse Effect, have  been  prepared in accordance with
U.S.  GAAP applied on a basis consistent with the  past  practices  of  the
Seller  and  throughout  the  periods  involved  and  (iv) will include all
adjustments  (consisting  only  of  normal  recurring  accruals)  that  are
necessary for a fair presentation of the financial condition  of the Seller
and the results of the operations of the Seller as of the dates thereof and
for the periods covered thereby.

     (b)  The  books of account and other financial records of the  Seller:
(i) reflect all  items of income and expense and all assets and Liabilities
required to be reflected  therein in accordance with U.S. GAAP applied on a
basis consistent with the past  practices  of the Seller and throughout the
periods involved, (ii)  are in all material  respects complete and correct,
and  do not contain or reflect any material inaccuracies  or  discrepancies
and (iii)  have  been  maintained  in  accordance  with  good  business and
accounting practices.

SECTION  3.08.   NO  UNDISCLOSED  LIABILITIES.  Other than as set forth  in
Section 3.08 of the Disclosure Schedule,  there  are  no Liabilities of the
Seller  other  (i) than Liabilities reflected or reserved  against  on  the
Closing Balance  Sheet  or (ii) incurred in the ordinary course of business
since the Closing Balance  Sheet Date and that would not, in the aggregate,
have a Material Adverse Effect.   Reserves  are  reflected  on  the Closing
Balance  Sheet  against all Liabilities of the Seller in amounts that  have
been established  on  a  basis  consistent  with  the past practices of the
Seller and in accordance with U.S. GAAP.

SECTION  3.09.   RECEIVABLES.   Except to the extent reserved  for  on  the
Closing Balance Sheet, all Receivables  reflected  on  the  Closing Balance
Sheet  arose  from  the  sale  of  Inventory  or  services  to Persons  not
affiliated  with  the  Seller  and  in the ordinary course of the  Business
consistent  with  past practice and, except  as  reserved  against  on  the
Closing Balance Sheet,  constitute  or will constitute, as the case may be,
only valid, undisputed claims of the  Seller not subject to valid claims of
set-off or other defenses or counterclaims.   All  Receivables reflected on
the  Closing  Balance  Sheet  or  arising from the date thereof  until  the
Closing (subject to the reserve for  bad  debts,  if  any, reflected on the
Closing Balance Sheet) are or will be good and have been  collected  or are
or  will  be  collectible,  without  resort  to litigation or extraordinary
collection activity, within 120 days of the Closing Date.

SECTION 3.10.  INVENTORIES.  (a)  Section 3.10  of  the Disclosure Schedule
contains  a  complete  list  of the addresses of all warehouses  and  other
facilities  in  which the Inventories  are  located.   Subject  to  amounts
reserved therefor  on  the  Closing  Balance Sheet, the values at which all
Inventories are carried on the Closing Balance Sheet reflect the historical
inventory valuation policy of the Seller of stating such Inventories at the
lower of cost or market value.  Except  as set forth in Section 3.10 of the
Disclosure  Schedule and except for payments  in  the  ordinary  course  of
Business, the  Seller has good and marketable title to the Inventories free
and clear of all  Encumbrances.   The Inventories do not consist of, in any
material  amount, items that are obsolete,  damaged  or  slow-moving.   The
Inventories do not consist of any items held on consignment.  The Seller is
not under any  obligation or liability with respect to accepting returns of
items of Inventory  or merchandise in the possession of its customers other
than in the ordinary  course of the Business consistent with past practice.
No clearance or extraordinary  sale  of  the Inventories has been conducted
since  the Closing Balance Sheet Date.  The  Seller  has  not  acquired  or
committed  to  acquire or manufactured Inventory for sale which is not of a
quality and quantity usable in the ordinary course of the Business within a
reasonable period  of  time  and  consistent with past practice nor has the
Seller, since the Closing Balance Sheet  Date,  changed  the  price  of any
Inventory  except for (i) price reductions to reflect any reduction in  the
cost thereof  to  the  Seller,  (ii) reductions and increases responsive to
normal competitive conditions and  consistent  with the Seller's past sales
practices.

     (b)  The  Inventories are in good and merchantable  condition  in  all
material respects,  are suitable and usable for the purposes for which they
are intended and are  in  a condition such that they can be sold or used in
the ordinary course of the Business consistent with past practice.

SECTION 3.11.  Conduct in the  Ordinary Course; Absence of Certain Changes,
Events and Conditions.  Since the Closing Balance Sheet Date, except as set
forth in Section 3.11 of the Disclosure  Schedule,  the  Business  has been
conducted  in  the  ordinary course and consistent with past practice,  and
since January 1, 1999  the Seller has continued actively to manage, promote
and  grow  the Business.   As  amplification  and  not  limitation  of  the
foregoing, except  as  would  not have a Material Adverse Effect, since the
Closing Balance Sheet Date, the Seller has not:

     (i)  permitted or allowed  any  of  the  assets or properties (whether
tangible or intangible) of the Seller or Atlas Texas to be subjected to any
Encumbrance, other than Permitted Encumbrances  and  Encumbrances that will
be released at or prior to the Closing;

     (ii) except  in  the ordinary course of the Business  consistent  with
past  practice,  discharged  or  otherwise  obtained  the  release  of  any
Encumbrance or paid  or  otherwise  discharged  any  Liability,  other than
current  liabilities  reflected  on  the  Closing Balance Sheet and current
liabilities incurred in the ordinary course of the Business consistent with
past practice since the Closing Balance Sheet Date;

     (iii) written up (or failed to write down in accordance with U.S. GAAP
consistent with past practice) the value of  any Inventories or Receivables
or  revalued any assets of the Seller or Atlas  Texas  other  than  in  the
ordinary course of business consistent with past practice and in accordance
with U.S. GAAP;

     (iv) made  any  change  in  any  method  of  accounting  or accounting
practice or policy used by the Seller, other than such changes  required by
U.S. GAAP;

     (v)  amended, terminated, cancelled or compromised any material claims
of  the  Seller  or  Atlas  Texas or waived any other rights of substantial
value to the Seller;

     (vi) sold,  transferred,  leased,  subleased,  licensed  or  otherwise
disposed of any properties  or  assets, real, personal or mixed (including,
without limitation,
leasehold  interests and intangible  property),  other  than  the  sale  of
Inventories  in  the  ordinary  course of the Business consistent with past
practice and the sale of Excluded Assets or Excluded Liabilities;

     (vii) merged with, entered into  a  consolidation  with or acquired an
interest of 5% or more in any Person or acquired a substantial  portion  of
the  assets  or  business of any Person or any division or line of business
thereof, or otherwise  acquired  any  material  assets  other  than  in the
ordinary course of business consistent with past practice;

     (viii)  made  any  capital  expenditure  or commitment for any capital
expenditure in excess of $50,000 individually or $500,000 in the aggregate;

     (ix) issued any sales orders or otherwise agreed to make any purchases
involving exchanges in value in excess of $50,000  individually or $500,000
in the aggregate;

     (x)  made any material changes in the customary  methods of operations
of the Seller or the Business, including, without limitation, practices and
policies  relating  to  manufacturing, purchasing, Inventories,  marketing,
selling and pricing;

     (xi) incurred any Indebtedness  for  borrowed money or issued any debt
securities or assumed, granted, guaranteed  or  endorsed, or made any other
accommodation   arrangement   making  the  Seller  responsible   for,   the
obligations of any Person, or made  any loans or advances other than in the
ordinary course of business consistent with past practice;

     (xii) failed to pay any creditor any amount owed to such creditor when
due;

     (xiii) (A) granted any increase,  or  announced  any  increase, in the
wages,  salaries,  compensation,  bonuses,  incentives,  pension  or  other
benefits payable by the Seller to any of its employees, including,  without
limitation, any increase or change pursuant to any Plan, or (B) established
or increased or promised to increase any benefits under any Plan, in either
case  except as required by Law or any collective bargaining agreement  and
involving  ordinary  increases  consistent  with  the  past practice of the
Seller;

     (xiv) entered into any agreement, arrangement or transaction  with any
of  its  directors,  officers,  employees  or  shareholders  (or  with  any
relative, beneficiary, spouse or Affiliate of such Persons);

     (xv) terminated,  discontinued,  closed  or  disposed  of  any  plant,
facility or other business operation, or laid off any employees (other than
layoffs  in  the  ordinary  course  of  the  Business  consistent with past
practice)  or  implemented  any  early  retirement, separation  or  program
providing early retirement window benefits  within  the  meaning of Section
1.401(a)-4 of the Regulations or announced or planned any  such  action  or
program for the future;

     (xvi)  allowed  any Permit that was issued or relates to the Seller or
otherwise relates to the  Business to lapse or terminate or failed to renew
any insurance policy or Permit  that  is  scheduled  to terminate or expire
within 45 calendar days of the Closing Date;

     (xvii)  failed  to  maintain  the  Seller's and Atlas  Texas's  plant,
property  and equipment in good repair and  operating  condition,  ordinary
wear and tear excepted;

     (xviii)  suffered  any  casualty loss or damage with respect to any of
the Assets, whether or not such losses or damage shall have been covered by
insurance;

     (xix)  amended,  modified or  consented  to  the  termination  of  any
Material Contract or the Seller's rights thereunder;

     (xx) made any change  in any cash management practice or policy of the
Seller;

     (xxi)  disclosed  any secret  or  confidential  Intellectual  Property
(except by way of issuance  of  a  patent)  or  permitted  to  lapse  or go
abandoned  any  Intellectual Property (or any registration or grant thereof
or any application  relating  thereto) to which, or under which, the Seller
or Atlas Texas has any right, title, interest or license;

     (xxii) made any express or  deemed  election or settled or compromised
any liability, with respect to Taxes of the Seller or Atlas Texas;

     (xxiii) suffered any Material Adverse Effect; or


<PAGE>

     (xxiv) agreed, whether in writing or  otherwise,  to  take  any of the
actions  specified in this Section 3.11 or granted any options to purchase,
rights of  first refusal, rights of first offer or any other similar rights
with respect  to  any of the actions specified in this Section 3.11, except
as expressly contemplated by this Agreement and the Employment Agreements.

SECTION 3.12.  LITIGATION.   Except  as  set  forth  in Section 3.12 of the
Disclosure Schedule (which, with respect to each Action  disclosed therein,
sets  forth  the  parties,  nature  of  the  proceeding,  date  and  method
commenced,  amount  of  damages  or other relief sought and, if applicable,
paid or granted), there are no Actions  by  or  against the Seller or Atlas
Texas, or affecting any of the Assets or the Business,  pending  before any
Governmental  Authority (or, to the best knowledge of the Seller after  due
inquiry, threatened to be brought by or before any Governmental Authority).
None of the matters  disclosed  in  Section 3.12 of the Disclosure Schedule
has  had  or  could have a Material Adverse  Effect  or  could  affect  the
legality, validity or enforceability of this Agreement, the Bill of Sale or
the consummation  of  the  transactions  contemplated  hereby  or  thereby.
Except as set forth in Section 3.12 of the Disclosure Schedule, neither the
Seller  nor any of its assets or properties, including, without limitation,
the Assets,  is  subject  to  any  Governmental  Order  (nor,  to  the best
knowledge  of the Seller after due inquiry, are there any such Governmental
Orders threatened  to  be  imposed by any Governmental Authority) which has
had or could have a Material Adverse Effect.

SECTION 3.13.  COMPLIANCE WITH  LAWS.   Except as set forth in Section 3.13
of the Disclosure Schedule, to the best knowledge of the Seller, the Seller
has conducted and continues to conduct the  Business in accordance with all
Laws  and  Governmental  Orders applicable to the  Seller  or  any  of  its
properties or assets, including,  without  limitation,  the  Assets, or the
Business.   The  Seller is not in violation of any such Law or Governmental
Order.   Section 3.13  of  the  Disclosure  Schedule  sets  forth  a  brief
description  of  each Governmental Order applicable to the Seller or any of
its properties or assets, including, without limitation, the Assets, or the
Business, and no such  Governmental Order has or has had a Material Adverse
Effect.

SECTION 3.14.  CERTAIN INTERESTS.  (a)  Except as disclosed in Section 3.14
of the Disclosure Schedule,  no  officer or director of the Seller or Atlas
Texas and no relative or spouse (or  relative  of  such spouse) who resides
with, or is a dependent of, any such officer or director:

     (i)  has any direct or indirect financial interest  in any competitor,
supplier or customer of the Seller or Atlas Texas, PROVIDED,  HOWEVER, that
the  ownership of securities representing no more than one percent  of  the
outstanding voting power of any competitor, supplier or customer, and which
are listed  on  any  national securities exchange or traded actively in the
national over-the-counter  market,  shall  not be deemed to be a "financial
interest"  so  long  as  the Person owning such  securities  has  no  other
connection or relationship with such competitor, supplier or customer;

     (ii) owns, directly or  indirectly,  in  whole  or in part, or has any
other interest in any tangible or intangible property  which  the Seller or
Atlas  Texas uses or has used in the conduct of the Business or  otherwise;
or

<PAGE>

     (iii) has outstanding any Indebtedness to the Seller or Atlas Texas.

          (b)  Neither  the Seller nor Atlas Texas has any Liability or any
     other obligation of  any  nature whatsoever to any officer, except for
     compensation under a plan disclosed pursuant to Section 3.22, director
     or shareholder of the Seller  or  Atlas  Texas  or  to any relative or
     spouse  (or  relative  of  such  spouse)  who resides with,  or  is  a
     dependent of, any such officer, director or shareholder.

SECTION 3.15.  ENVIRONMENTAL MATTERS.  (a) (i)   The  Seller  and Atlas Bag
are   in   compliance  with  all  applicable  Environmental  Laws  and  all
Environmental  Permits.  All past non-compliance with Environmental Laws or
Environmental Permits  has  been  resolved without any pending, on-going or
future obligation, cost or liability,  and there is no requirement proposed
for adoption or implementation under any Environmental Law or Environmental
Permit that is reasonably expected to have a Material Adverse Effect.

     (ii) There  are no underground or aboveground  storage  tanks  or  any
surface impoundments,  septic  tanks,  pits,  sumps  or  lagoons  in  which
Hazardous  Materials are being or have been treated, stored or disposed  on
any of the Real Property or on any property formerly owned, leased, used or
occupied by the Seller and Atlas Texas.

     (iii) The  Seller  has  not, and to its knowledge no other Person has,
Released Hazardous Materials on any of the Real Property or on any property
formerly owned, leased, used or occupied by the Seller and Atlas Texas.

     (iv) The  Seller  is  not  conducting,   and  has  not  undertaken  or
completed,  any  Remedial  Action  relating to any  Release  or  threatened
Release at the Real Property or at any  other  site, location or operation,
either voluntarily or pursuant to the order of any  Governmental  Authority
or the requirements of any Environmental Law or Environmental Permit.

     (v)  There  is  no asbestos or asbestos-containing material on any  of
the Real Property.

     (vi) None of the  Real  Property is listed or proposed for listing, or
adjoins any other property that  is  listed or proposed for listing, on the
National  Priorities List or the CERCLIS  under  CERCLA  or  any  analogous
federal, state or local list.

     (vii)  There  are  no  Environmental  Claims  pending  or, to the best
knowledge  of  Seller, threatened against the Seller, the Business  or  the
Real Property, and  to  its  knowledge  there are no circumstances that can
reasonably be expected to form the basis  of  any such Environmental Claim,
including without limitation with respect to any off-site disposal location
presently  or formerly used by the Seller, Atlas  Texas  or  any  of  their
predecessors   or   with  respect  to  any  previously  owned  or  operated
facilities.


<PAGE>

     (viii) The Seller  and  Atlas  Texas  can  maintain present production
levels in compliance with applicable Environmental  Laws without a material
increase  in  capital or operating expenditures and without  modifying  any
Environmental Permits or obtaining any additional Environmental Permits.

     (ix) There  are  no  wetlands  or  any  areas  subject  to  any  legal
requirement  or  restriction  in  any  way  related to wetlands (including,
without  limitation,  requirements or restrictions  related  to  buffer  or
transition areas or open waters) at or affecting the Real Property.

     (b) The Seller  has provided the Purchaser with copies of (i) any
environmental assessment  or audit reports or other similar studies or
analyses relating to the Business  or  the Real Property, and (ii) all
insurance policies issued at any time that may provide coverage to the
Seller or the Business for environmental matters.

     (c) Neither the execution of this Agreement  nor the consummation
of  the  transactions  contemplated herein will require  any  Remedial
Action or notice to or consent  of  Governmental  Authorities or third
parties pursuant to any applicable Environmental Law  or Environmental
Permit.

SECTION   3.16.   MATERIAL  CONTRACTS.   (a)   The  contracts,  agreements,
licenses,  leases   and  sales  and  purchase  orders  (including,  without
limitation, oral and  informal  arrangements) listed in Section 3.16 of the
Disclosure Schedule are all of the  contracts, agreements, licenses, leases
and sales and purchase orders applicable to the operation of the Assets and
the conduct of the Business consistent with the Seller's past practice (all
such contracts and agreements in connection with which the Seller is likely
to  pay  or otherwise give consideration  of  more  than  $100,000  in  the
aggregate  (i)  during  the  calendar year ending December 31, 1999 or (ii)
over  the remaining term of such  contract,  as  the  case  may  be,  being
"MATERIAL CONTRACTS").

     (b)  Each  Material  Contract:  (i) is valid and binding on the Seller
and, to the Seller's knowledge, on the other parties thereto and is in full
force  and  effect, (ii) except  as  set  forth  on  Section  3.16  of  the
Disclosure Schedule,  is  freely  and  fully  assignable  to  the Purchaser
without  penalty  or other adverse consequences and (iii) upon consummation
of the transactions  contemplated  by  this  Agreement  and  the  Ancillary
Agreements,  except  to  the  extent that any consents set forth in Section
3.06 of the Disclosure Schedule  are  not  obtained, shall continue in full
force and effect without penalty or other adverse  consequence.  The Seller
is  not  in  material  breach of, or material default under,  any  Material
Contract.   To the Seller's  knowledge  no  other  party  to  any  Material
Contract is in breach thereof or default thereunder.  There is no contract,
agreement or  other  arrangement granting any Person any preferential right
to purchase, other than  in  the ordinary course of the Business consistent
with past practice, any of the  properties or assets of the Seller or Atlas
Texas, including, without limitation, the Assets.

<PAGE>


SECTION 3.17.  INTELLECTUAL PROPERTY.   (a)  Section 3.17 of the Disclosure
Schedule sets forth a true and complete list  of all (i) patents and patent
applications, registered trademarks and trademark  applications, registered
copyrights  and  copyright  applications, Software and  other  Intellectual
Property, in each case owned  by  the Seller or Atlas Texas and material to
the Business, and (ii) Licensed Intellectual  Property,  in  each case with
the relevant expiration date.

     (b)  To the Seller's knowledge, the operation of the Business  by  the
Seller  and Atlas Texas, and the use of the Owned Intellectual Property and
Licensed  Intellectual  Property  in  connection therewith, do not conflict
with or infringe the Intellectual Property  rights  of any third party, and
no  claim  is  pending or, to the Seller's knowledge, threatened  asserting
that the operation  of such business, or such use of the Owned Intellectual
Property or Licensed  Intellectual  Property,  does or may conflict with or
infringe the Intellectual Property rights of any third party.

     (c)  The Seller is the exclusive owner of the  entire and unencumbered
right, title and interest in and to the Owned Intellectual Property, and is
entitled  to use the Owned Intellectual Property and Licensed  Intellectual
Property in the ordinary course of the Business as presently conducted.

     (d)  The  Owned  Intellectual  Property  and the Licensed Intellectual
Property include all of the Intellectual Property used in the ordinary day-
to-day  conduct  of  the  Business,  and  there  are  no   other  items  of
Intellectual Property that are material to the ordinary day-to-day  conduct
of the Business.  The Owned Intellectual Property and, to the knowledge  of
the  Seller,  any  Intellectual  Property  licensed to the Seller under the
Licensed Intellectual Property, is subsisting,  valid  and enforceable, and
has not been adjudged invalid or unenforceable in whole or part.

     (e)  To  the  knowledge  of the Seller, no person is engaging  in  any
activity  that  infringes  the  Owned  Intellectual  Property  or  Licensed
Intellectual  Property.   Except as  set  forth  in  Section  3.17  of  the
Disclosure Schedule, the Seller  has not granted any license or other right
to  any third party with respect to  the  Owned  Intellectual  Property  or
Licensed  Intellectual  Property.   The  consummation  of  the transactions
contemplated  by  this  Agreement  will  not  result in the termination  or
impairment of any of the Owned Intellectual Property.

     (f)  The  Seller  has  delivered or made available  to  the  Purchaser
correct  and  complete  copies  of   all   the  licenses  of  the  Licensed
Intellectual Property.  With respect to each such license:

     (i)  such license is valid and binding  and  in  full  force  and
effect and  represents  the  entire  agreement  between the respective
licensor  and  licensee  with respect to the subject  matter  of  such
license;

    (ii) such license will  not  cease to be valid and binding and in
full force and effect on terms identical  to those currently in effect
as  a result of the consummation of the transactions  contemplated  by
this  Agreement,  nor,  except  as  set  forth  in Section 3.17 of the
Disclosure  Schedule,  will  the  consummation  of  the   transactions
contemplated  by  this Agreement constitute a breach or default  under
such license or otherwise  give the licensor a right to terminate such
license;

    (iii) the Seller has not  (A)  received  any  written  notice  of
termination  or  cancellation  under  such  license,  (B) received any
written notice of breach or default under such license,  which  breach
has  not  been  cured,  and  (C)  granted to any other third party any
rights,  adverse  or  otherwise,  under   such   license   that  would
constitute a breach of such license; and

    (iv) to the Seller's knowledge, neither the Seller nor  any other
party  to such license is in breach or default thereof in any material
respect, and no event has occurred that, with notice or lapse of time,
would constitute  such  a  breach  or  default  or permit termination,
modification or acceleration under such license.

     (g)  To the Seller's knowledge, the Software is free  of  all viruses,
worms,  trojan horses and other material known contaminants, and  does  not
contain any bugs, errors, or problems of a material nature that disrupt its
operation  or  have  an  adverse  impact on the operation of other software
programs or operating systems.

     (h)  The Seller has the right  to  use all software development tools,
library  functions,  compilers,  and other third  party  software  that  is
material to the Business, or that  is  required  to  operate  or modify the
Software.

     (i)  The  Seller has taken reasonable steps in accordance with  normal
industry practice  to maintain the confidentiality of its trade secrets and
other confidential Intellectual  Property.   To the knowledge of the Seller
(i) there has been no misappropriation of any  material  trade  secrets  or
other  material  confidential  Intellectual  Property  of the Seller by any
person, and (ii) no employee, independent contractor or agent of the Seller
has misappropriated any trade secrets of any other person  in the course of
such performance as an employee, independent contractor or agent; and (iii)
no employee, independent contractor or agent of the Seller is in default or
breach  of any term of any employment agreement, non-disclosure  agreement,
assignment of invention agreement or similar agreement or contract relating
in any way  to  the  protection, ownership, development, use or transfer of
Intellectual Property.

SECTION 3.18.  REAL PROPERTY.   The  Seller  neither  owns,  nor  owns  any
interest in, any real property.

SECTION 3.19.  ASSETS.  (a)  The Seller owns, leases or has the legal right
to  use  all  the properties and assets, including, without limitation, the
Intellectual Property  and the Leased Real Property, used or intended to be
used in the conduct of the  Business  or otherwise owned, leased or used by
the Seller, and, with respect to contract  rights, is a party to and enjoys
the  right  to  the  benefits  of  all  contracts,   agreements  and  other
arrangements used or intended to be used by the Seller  in  or  relating to
the  conduct  of  the Business, all of which properties, assets and  rights
constitute Assets except  for  the Excluded Assets.  Except as set forth in
Section 3.19 of the Disclosure Schedule, the Seller has good and marketable
title  to,  or,  in  the case of leased  or  subleased  Assets,  valid  and
subsisting leasehold interests  in,  all  the Assets, free and clear of all
Encumbrances, except Permitted Encumbrances.

     (b)  The Assets and the Excluded Assets constitute all the properties,
assets and rights forming a part of, used,  held or intended to be used in,
and all such properties, assets and rights as  are necessary in the conduct
of,  the Business.  At all times since the Closing  Date,  the  Seller  has
caused  the  Assets  to  be  maintained  in  accordance  with good business
practice,  and all the Assets are in good operating condition  and  repair,
subject to normal  wear  and  tear,  and  are suitable for the purposes for
which they are used and intended.

     (c)  Except as set forth in Section 3.19  of  the Disclosure Schedule,
the Seller has the complete and unrestricted power and unqualified right to
sell,  assign,  transfer, convey and deliver the Assets  to  the  Purchaser
without penalty or  other adverse consequences.  Following the consummation
of the transactions contemplated by this Agreement and the execution of the
instruments of transfer  contemplated by this Agreement, the Purchaser will
own, with good, valid and  marketable  title,  or  lease,  under  valid and
subsisting leases, or otherwise acquire the interests of the Seller  in the
Assets,   free   and  clear  of  any  Encumbrances,  other  than  Permitted
Encumbrances,  and   without   incurring   any  penalty  or  other  adverse
consequence,  including,  without  limitation,  any  increase  in  rentals,
royalties, or license or other fees  imposed  as  a  result  of, or arising
from, the consummation of the transactions contemplated by this Agreement.

SECTION  3.20.   CUSTOMERS.   Listed  in  Section  3.20  of  the Disclosure
Schedule  are the names and addresses of the 20 most significant  customers
(by revenue)  of  the Business for the six-month period ended June 30, 1999
and for the year ended December 31, 1998 and the amount for which each such
customer was invoiced  during such period.  The Seller has not received any
notice or to its knowledge  has  reason  to  believe  that  any significant
customer  of  the  Seller  has ceased, or will cease, to use the  products,
equipment, goods or services  of  the Seller, or has substantially reduced,
or will substantially reduce, the use of such products, equipment, goods or
services at any time.

SECTION  3.21.   SUPPLIERS.   Listed in  Section  3.21  of  the  Disclosure
Schedule are the names and addresses  of  each  of the ten most significant
suppliers of raw materials, supplies, merchandise  and  other goods for the
Business  for the six-month period ended June 30, 1999  and  for  the  year
ended December  31,  1998  and  the  amount  for  which  each such supplier
invoiced  the Seller during such period.  The Seller has not  received  any
notice or to its knowledge has any reason to believe that any such supplier
will not sell  raw  materials, supplies, merchandise and other goods to the
Purchaser at any time  after  the  Closing  Date  on  terms  and conditions
similar to those imposed on current sales to the Seller, subject to general
and customary price increases.

SECTION   3.22.    EMPLOYEE  BENEFIT  MATTERS.   (a)   PLANS  AND  MATERIAL
DOCUMENTS.  Section  3.22 of the Disclosure Schedule lists (i) all employee
benefit plans (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974,  as  amended  ("ERISA")) and all bonus, stock option,
stock purchase, restricted stock, incentive, deferred compensation, retiree
medical  or life insurance, supplemental  retirement,  severance  or  other
benefit plans,  programs  or arrangements, and all employment, termination,
severance or other contracts  or agreements, whether legally enforceable or
not, to which the Seller or Atlas  Texas  is a party, with respect to which
the  Seller  or Atlas Texas has any obligation  or  which  are  maintained,
contributed to or sponsored by the Seller or Atlas Texas for the benefit of
any current or  former  employee  or director of the Seller or Atlas Texas,
(ii) each employee benefit plan for  which  the Seller or Atlas Texas could
incur liability under Section 4069 of ERISA in the event such plan has been
or were to be terminated, (iii) any plan in respect  of which the Seller or
Atlas  Texas  could  incur  liability under Section 4212(c)  of  ERISA  and
(iv) any contracts, arrangements  or understandings between the Sellers and
any  employee  of  the  Seller  or  of  Atlas   Texas,  including,  without
limitation, any contracts, arrangements or understandings  relating  to the
sale  of  the  Seller (collectively, the "PLANS").  Each Plan is in writing
and the Seller has  furnished the Purchaser a complete and accurate copy of
each Plan and all material  documents  relating  to legal compliance or the
material  terms or funding of such Plans.  Neither  the  Seller  nor  Atlas
Texas has any express or implied commitment, whether legally enforceable or
not, (i) to  create,  incur liability with respect to or cause to exist any
other employee benefit plan, program or arrangement, (ii) to enter into any
contract or agreement to provide compensation or benefits to any individual
or (iii) to modify, change  or  terminate any Plan, other than with respect
to a modification, change or termination required by ERISA or the Code.

     (b)  ABSENCE OF CERTAIN TYPES  OF PLANS.  None of the Plans was at any
time or is currently intended to be qualified  under  Section 401(a) of the
code.  None of the Plans is, and neither the Seller nor  Atlas Texas has at
any time maintained or currently maintains, a Plan within  the  meaning  of
Title  IV  of ERISA.  None of the Plans is a multiemployer plan (within the
meaning of Section  3(37)  or 4001(a)(3) of ERISA) (a "MULTIEMPLOYER PLAN")
or   a   single   employer   pension    plan   (within   the   meaning   of
Section 4001(a)(15) of ERISA) for which the  Seller  or  Atlas  Texas could
incur  liability under Section 4063 or 4064 of ERISA (a "MULTIPLE  EMPLOYER
PLAN").  Except as set forth in Section 3.22(b) of the Disclosure Schedule,
none of  the  Plans provides for or promises retiree medical, disability or
life insurance  benefits  to  any  current  or  former employee, officer or
director of the Seller or Atlas Texas.  Each of the  Plans  is subject only
to the laws of the United States or a political subdivision thereof.

     (c)  COMPLIANCE WITH APPLICABLE LAW.  Each Plan is now and  always has
been  operated in all respects in compliance with the requirements  of  all
applicable  Law, including, without limitation, ERISA and the Code, and all
persons who participate  in  the  operation  of  such  Plans  and  all Plan
"fiduciaries"  (within  the  meaning of Section 3(21) of ERISA) have always
acted in accordance with the provisions  of  all applicable Law, including,
without limitation, ERISA and the Code.  Each of the Seller and Atlas Texas
has performed all obligations required to be performed  by it under, is not
in any respect in default under or in violation of, and has no knowledge of
any default or violation by any party to, any Plan.  No legal  action, suit
or claim is pending or to the Seller's knowledge threatened with respect to
any  Plan  (other than claims for benefits in the ordinary course)  and  no
fact or event  exists  that  could  give  rise  to any such action, suit or
claim.

     (d)  ABSENCE OF CERTAIN LIABILITIES AND EVENTS.   There  has  been  no
prohibited  transaction  (within  the  meaning  of  Section 406 of ERISA or
Section 4975 of the Code) with respect to any Plan.  Neither the Seller nor
Atlas Texas has incurred any liability for any penalty or tax arising under
Section 4971, 4972, 4980, 4980B or 6652 of the Code or  any liability under
Section 502 of ERISA, and no fact or event exists which could  give rise to
any such liability.  No complete or partial termination has occurred within
the five years preceding the date hereof with respect to any Plan.  No Plan
had an accumulated funding deficiency (within the meaning of Section 302 of
ERISA  or Section 412 of the Code), whether or not waived, as of  the  most
recently ended plan year of such Plan.  None of the assets of the Seller or
Atlas Texas  is  the  subject  of  any lien arising under Section 302(f) of
ERISA or Section 412(n) of the Code; neither the Seller nor Atlas Texas has
been  required  to  post  any  security  under  Section  307  of  ERISA  or
Section 401(a)(29) of the Code; and, to the  Seller's knowledge, no fact or
event exists which could give rise to any such  lien or requirement to post
any such security.

     (e)  PLAN CONTRIBUTIONS AND FUNDING.  All contributions,  premiums  or
payments  required to be made with respect to any Plan have been made on or
before their  due  dates.   All such contributions have been fully deducted
for  income tax purposes and no  such  deduction  has  been  challenged  or
disallowed by any government entity and, to the Seller's knowledge, no fact
or  event   exists   which  could  give  rise  to  any  such  challenge  or
disallowance.

     (f)  SEVERANCE PAYMENTS  RESULTING FROM TRANSACTION.  The consummation
of the transactions contemplated  by  this Agreement will not, either alone
or in combination with another event, (A)  entitle  any  current  or former
employee,  officer  or  director  of the Seller or Atlas Texas to severance
pay, unemployment compensation or any  other  payment,  (B)  accelerate the
time of payment or vesting, or increase the amount of compensation  due any
such  employee, officer or director or (C) constitute a "change in control"
under any Plan or within the meaning of such term under Section 280G of the
Code.   No  amounts  payable  under  the  Plans  solely  as a result of the
consummation of the transactions contemplated by this Agreement  will  fail
to  be deductible for federal income tax purposes by virtue of Section 280G
of the Code or Section 162(m) of the Code.

     (g)  AMERICANS  WITH DISABILITIES ACT.  The Seller and Atlas Texas are
in compliance with the requirements of the Americans With Disabilities Act.

     (h)  WARN ACT.  The  Seller and Atlas Texas are in compliance with the
requirements of the Workers  Adjustment  and  Retraining  Notification  Act
("WARN") and have no liabilities pursuant to WARN.

SECTION 3.23.  LABOR MATTERS. (a)  Neither the Seller nor Atlas Texas is  a
party  to any collective bargaining agreement or other labor union contract
applicable  to  persons  employed  by  the Seller or Atlas Texas and to the
Seller's  knowledge  currently  there  are  no   organizational  campaigns,
petitions  or  other  unionization  activities  seeking  recognition  of  a
collective bargaining unit which could affect the  Seller  or  Atlas Texas;
(b)  there  are  no  controversies,  strikes,  slowdowns  or work stoppages
pending  or,  to the best knowledge of the Seller, threatened  between  the
Seller or Atlas  Texas  and  any of their respective employees, and neither
the Seller nor Atlas Texas has  experienced  any  such controversy, strike,
slowdown or work stoppage within the past three years;  (c)  there  are  no
unfair  labor practice complaints pending against the Seller or Atlas Texas
before the  National  Labor  Relations  Board  or  any  other  Governmental
Authority or any current union representation questions involving employees
of  the  Seller or Atlas Texas which could have a Material Adverse  Effect;
(d) each of  the Seller and Atlas Texas is currently in compliance with all
applicable Laws  relating  to  the  employment  of  labor,  including those
related  to  wages, hours, collective bargaining, employment of  authorized
individuals, including  the  Immigration Reform and Control Act of 1986 and
the Immigration Act of 1990, and  the  payment and withholding of taxes and
other sums as required by the appropriate  Governmental  Authority  and has
withheld  and  paid to the appropriate Governmental Authority or is holding
for payment not yet due to such Governmental Authority all amounts required
to be withheld from  employees  of  the  Seller  or  Atlas Texas and is not
liable for any arrears of wages, taxes, penalties or other sums for failure
to comply with any of the foregoing; (e) each of the Seller and Atlas Texas
has paid in full to all of its respective employees or  adequately  accrued
for in accordance with U.S. GAAP all wages, salaries, commissions, bonuses,
benefits  and  other  compensation  due  to or on behalf of such employees;
(f) there is no claim with respect to payment  of wages, salary or overtime
pay that has been asserted or is now pending or  to  the Seller's knowledge
threatened before any Governmental Authority with respect  to  any  Persons
currently  or  formerly  employed by the Seller or Atlas Texas; (g) neither
the Seller nor Atlas Texas  is  a  party  to,  or  otherwise  bound by, any
consent decree with, or citation by, any Governmental Authority relating to
employees  or  employment  practices;  (h) there is no charge or proceeding
with respect to a violation of any occupational  safety or health standards
that  has  been  asserted or is now pending or to the  Seller's  knowledge,
threatened with respect to the Seller or Atlas Texas; and (i) except as set
forth in Section 3.23  of  the  Disclosure  Schedule, there is no charge of
discrimination  in  employment  or employment practices,  for  any  reason,
including, without limitation, age, gender, race, religion or other legally
protected category, which has been  asserted  or  is  now pending or to the
Seller's  knowledge  threatened before the United States  Equal  Employment
Opportunity  Commission,   or  any  other  Governmental  Authority  in  any
jurisdiction in which the Seller  or  Atlas Texas has employed or currently
employs any Person.

SECTION 3.24.  EMPLOYEES.  Section 3.24  of  the  Disclosure Schedule lists
the  name, current annual salary rates, and any special  arrangements  with
respect  to  bonuses, deferred or contingent compensation, pension, accrued
vacation, "golden  parachute"  and  other like benefits paid or payable (in
cash  or  otherwise)  in  1997  and  1998.    Accrued  vacation  and  other
entitlement expenses with respect to all employees as of September 30, 1999
are reflected on the Closing Balance Sheet.

SECTION 3.25.  POTENTIAL CONFLICTS OF INTEREST.   (a)   Except as disclosed
in  Section  3.25  of the Disclosure Schedule, no shareholder,  officer  or
director or, to the best knowledge of the Seller, employee of the Seller or
Atlas Texas and no immediate  relative  or spouse (or immediate relative of
such spouse) who resides with, or is a dependent  of, any such shareholder,
officer or director or, to the best knowledge of the Seller, employee:

     (i)  controls, directly or indirectly, or is a  consultant or agent of
any  Person  which  is,  a competitor, customer, lessee or  lessor  of,  or
supplier of goods or services to, the Seller;

     (ii) owns, directly or  indirectly,  in  whole  or in part, or has any
other interest in, any real property, leasehold interests,  or  tangible or
intangible property which the Seller uses or has used in the conduct of the
Business or otherwise;


<PAGE>

    (iii)  has  any  cause  of  action  or  other  suit,  action  or claim
whatsoever  against, has outstanding any Indebtedness to, or otherwise
owes any amount  to,  or is owed any amount by, the Seller, except for
claims  in the ordinary  course  of  business,  such  as  for  accrued
vacation pay, accrued benefits under the Plans and similar matters;

     (iv) has sold to, or purchased from, the Seller any assets or property
for consideration  in  excess  of $25,000 in the aggregate since January 1,
1997;

     (v)  is a party to any contract  or  participates  in any arrangement,
written or oral, pursuant to which the Seller provides office  space to any
such   individual,   or  provides  services  of  any  nature  to  any  such
individual, except where such individual is an employee of the Seller; or

     (vi) has,  since January  1,  1997,  engaged  in  any  other  material
transaction with  the  Seller  (other than in connection with such person's
employment relationship, if any).

     (b) Except as disclosed  in  Section  3.25(b)  of  the Disclosure
Schedule, other than in the ordinary course of business the Seller has
no Liability or any other obligation of any nature whatsoever  to, any
officer,  director,  or  shareholder of the Seller or to any immediate
relative or spouse (or immediate  relative of such spouse) who resides
with, or is a dependent of, any such officer, director or shareholder.

SECTION 3.26.  CERTAIN BUSINESS PRACTICES  AND REGULATIONS.  Neither of the
Seller  nor  Atlas Texas nor any of their respective  officers,  directors,
employees or agents  acting  within  the  scope of their agency has, to the
knowledge  of  the Seller, (i) made or agreed  to  make  any  contribution,
payment or gift  to any customer, supplier, governmental official, employee
or agent where either  the  contribution,  payment  or  gift or the purpose
thereof  was  illegal  under  any  Law, (ii) established or maintained  any
unrecorded fund or asset for any purpose  or  made any false entries on its
books  and  records  for  any  reason, (iii) made or  agreed  to  make  any
contribution, or reimbursed any  political gift or contribution made by any
other person, to any candidate for  federal,  state or local public office,
whether in the United States or elsewhere, in violation of any Law, or (iv)
engaged in any activity constituting fraud or abuse  under  the Laws of any
federal, state or local jurisdiction.

SECTION 3.27.  TAXES.  (a)  (i) All returns and reports in respect of Taxes
required  to  be  filed  with  respect  to  the  Business  (including   the
consolidated  federal  income  tax  return  of the Seller and any state Tax
return  that  includes  the  Seller or Atlas Texas  on  a  consolidated  or
combined basis) have been timely filed; (ii) all Taxes required to be shown
on  such  returns and reports or  otherwise  due  have  been  timely  paid;
(iii)  all such  returns  and  reports  (insofar  as  they  relate  to  the
activities  or  income  of the Seller or Atlas Texas) are true, correct and
complete in all material  respects;  (iv)  no  adjustment  relating to such
returns  has  been  proposed  formally  or informally by any Tax  authority
(insofar as either relates to the activities  or  income  of  the Business;
(v) there are no pending or, to the best knowledge of the Seller  and Atlas
Texas,  threatened  actions or proceedings for the assessment or collection
of Taxes with respect  to  the Business; and (vi) there are no Tax liens on
any assets of the Business.


     (b)  (i) There are no outstanding  waivers or agreements extending the
statute of limitations for any period with  respect to any Tax to which the
Business  may  be  subject;  (ii)  there  are no requests  for  information
currently outstanding that could affect the  Taxes  of  the Seller or Atlas
Texas; (iii) there are no proposed reassessments of any property  owned  by
the  Seller  or Atlas Texas with respect to the Business or other proposals
that could increase  the  amount  of  any  Tax to which the Seller or Atlas
Texas would be subject; and (iv) neither the  Seller  nor  Atlas  Texas  is
subject  to  any  Tax imposed by any state or political subdivision thereof
other than Illinois, Texas and the political subdivisions thereof.

     (c)  (i) Section  3.27  of  the  Disclosure Schedule lists all income,
franchise and similar tax Returns (federal, state, local and foreign) filed
with respect to each of the Seller and  Atlas  Texas  for  taxable  periods
ended  on  or  after  December  31, 1995, indicates for which jurisdictions
Returns have been filed on the basis of a unitary group, indicates the most
recent  income,  franchise  or  similar   tax   Return  for  each  relevant
jurisdiction  for  which  an audit has been completed  or  the  statute  of
limitations has lapsed and indicates all tax Returns that currently are the
subject of audit; and (ii)  the  Seller  has  delivered  to  the  Purchaser
correct  and  complete  copies  of  all  federal, state and foreign income,
franchise and similar tax Returns, examination  reports,  and statements of
deficiencies  assessed  against or agreed to by the Seller or  Atlas  Texas
since December 31, 1995 other than immaterial items.

     (d)  For purposes of  the  Seller's  indemnification  of the Purchaser
pursuant to Section 6.01(a), the representations in Section  3.27(a)  shall
be  deemed  to  have  been  made  with  no exception for items disclosed in
Section 3.27 of the Disclosure Schedule or otherwise.

     (e)  On the Closing Balance Sheet, reserves  and  allowances have been
provided, and on the Closing Balance Sheet reserves and  allowances will be
provided,  in  each  case  adequate  to satisfy all Liabilities  for  Taxes
relating to the Seller and Atlas Texas for periods through the Closing Date
(without regard to the materiality thereof).

SECTION 3.28.  INSURANCE.  (a)  All material  assets,  properties and risks
of the Business and the Seller are covered by valid and currently effective
insurance policies or binders of insurance (including, without  limitation,
general  liability  insurance, property insurance and workers' compensation
insurance) issued in  favor  of  the  Seller, in each case with responsible
insurance companies, in such types and  amounts  and covering such risks as
are consistent with customary practices and standards  of companies engaged
in businesses and operations similar to those of the Seller.   Section 3.28
of  the  Disclosure  Schedule  sets forth all policies or binders of  fire,
property, casualty, liability, workers'  compensation,  vehicular  or other
insurance,  and  all bond and surety arrangements, held by or on behalf  of
the Seller currently  in  effect (specifying the insurer, the policy number
or covering note number with  respect  to binders, and describing each open
claim thereunder, setting forth the aggregate  amounts  paid out under each
such  policy and specifying the aggregate limits of liability  thereunder).
Each such  insurance  policy  and  binder  is  legal,  valid,  binding  and
enforceable  in  accordance with its terms and is in full force and effect.
All such policies  and binders are issued by insurers who are unaffiliated,
directly or indirectly, with the Seller.  Neither the Seller nor any Person
holding any such policy  or  binder is in breach or default with respect to
any provision contained in any such policy or binder, nor has the Seller or
any such policyholder failed to give any notice of any claim under any such
policy or binder in due or timely fashion.  Neither the Seller nor any such
policyholder has cancelled or failed to renew any such policy or binder, or
has  knowledge of any material  inaccuracy  in  any  application  for  such
policies  or binders, or has failed to pay premiums when due or any similar
state of facts  that  might  form  the  basis  for  termination of any such
insurance, or given notice of any such circumstance,  except  to the extent
that such occurrence would not have a Material Adverse Effect.

     (b)  Section  3.28  of  the  Disclosure Schedule sets forth all  risks
against which the Seller is self-insured  or  which  are  covered under any
risk retention program in which the Seller participates and details for the
last five years of the Seller's loss experience with respect to such risks.

SECTION 3.29.  ACCOUNTS; LOCKBOXES; SAFE DEPOSIT BOXES; POWERS OF ATTORNEY.
Section 3.29 of the Disclosure Schedule is a true and complete  list of (i)
the  names  of  each  bank,  savings  and  loan association, securities  or
commodities broker or other financial institution  in  which the Seller has
an account relating to the Business, including cash contribution  accounts,
and  the  names  of  all  persons authorized to draw thereon or have access
thereto, (ii) the location  of  all lockboxes and safe deposit boxes of the
Seller relating to the Business and  the names of all Persons authorized to
draw thereon or have access thereto and  (iii) the names of all Persons, if
any, holding powers of attorney from the Seller  relating  to the Business.
At  the  time  of the Closing, the Seller shall not have any such  account,
lockbox or safe  deposit box other than those listed in Section 3.29 of the
Disclosure Schedule,  nor shall any additional Person have been authorized,
from the date of this Agreement,  to draw thereon or have access thereto or
to hold any such power of attorney,  without  the  prior written consent of
the Purchaser.  The Seller has not commingled monies  or  accounts  of  the
Seller  with  other monies or accounts of any Affiliates of the Seller.  At
the time of the  Closing,  all  monies  and accounts of the Seller shall be
held by, and be accessible only to, the Seller.

SECTION 3.30.  FULL DISCLOSURE.  (a)  The  Seller is not aware of any facts
pertaining to the Seller or the Business that could have a Material Adverse
Effect and which have not been disclosed in  this Agreement, the Disclosure
Schedule, the Financial Statements or the Interim  Financial  Statements or
otherwise disclosed to the Purchaser by the Seller in writing.

     (b)  No  representation  or  warranty of the Seller in this Agreement,
nor  any statement or certificate furnished  or  to  be  furnished  to  the
Purchaser   pursuant   to   this  Agreement,  or  in  connection  with  the
transactions contemplated by  this  Agreement, contains or will contain any
untrue statement of a material fact,  or  knowingly  omits  or will omit to
state a material fact necessary to make the statements contained  herein or
therein not misleading.

SECTION 3.31.  BROKERS.  No broker, finder or investment banker is entitled
to  any  brokerage, finder's or other fee or commission in connection  with
the transactions contemplated by this Agreement or the Ancillary Agreements
based upon arrangements made by or on behalf of the Seller.

<PAGE>

SECTION  3.32.   YEAR  2000  COMPLIANCE.   The  Seller  has  undertaken  an
assessment  of  those  Seller Systems that could be adversely affected by a
failure to be Year 2000 Compliant.  Based on such inventory and assessment,
the Seller has taken all  commercially  reasonable steps to ensure that all
Seller Systems are Year 2000 Compliant or  will  be  Year 2000 Compliant as
required to avoid having a Material Adverse Effect on  the  Business.   The
Seller  estimates  that  the  total  remaining cost of rendering the Seller
Systems Year 2000 Compliant is as calculated  and  as  disclosed on Section
3.32  of  the  Disclosure  Schedule.   Any  costs  incurred  subsequent  to
September  30,  1999  with  respect  to  making  Seller  Systems Year  2000
Compliant  shall  be  accrued  as of the Closing Balance Sheet  Date.   For
purposes  hereof,  "SELLER SYSTEMS"  shall  mean  all  computer,  hardware,
software,   Software,    systems,   and   equipment   (including   embedded
microcontrollers in non-computer  equipment) embedded within or required to
operate the current products of the Seller and Atlas Texas, and/or material
to  or  necessary for the Seller to carry  on  the  Business  as  currently
conducted.   For  purposes  hereof,  "YEAR  2000  COMPLIANT" means that the
Seller Systems provide uninterrupted millennium functionality  in  that the
Seller  Systems  will  record,  store,  process  and present calendar dates
falling on or after January 1, 2000, in the same manner  and  with the same
functionality  as  the  Seller Systems record, store, process, and  present
calendar dates falling on or before December 31, 1999.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

As an inducement to the Seller  to enter into this Agreement, the Purchaser
hereby represents and warrants to the Seller as follows:

SECTION 4.01.  ORGANIZATION AND AUTHORITY  OF THE PURCHASER.  The Purchaser
is  a corporation duly organized, validly existing  and  in  good  standing
under  the  laws  of  the State of Delaware and has all necessary corporate
power  and authority to  enter  into  this  Agreement,  to  carry  out  its
obligations  hereunder  and  to  consummate  the  transactions contemplated
hereby.  The execution and delivery of this Agreement by the Purchaser, the
performance  by  the  Purchaser  of  its  obligations  hereunder   and  the
consummation by the Purchaser of the transactions contemplated hereby  have
been  duly authorized by all requisite action on the part of the Purchaser.
This Agreement  has  been duly executed and delivered by the Purchaser, and
(assuming due authorization,  execution  and  delivery  by the Seller) this
Agreement  constitutes  a  legal,  valid  and  binding  obligation  of  the
Purchaser,  enforceable  against  the  Purchaser  in  accordance  with  its
respective terms.

SECTION  4.02.   NO  CONFLICT.   Except  as may result from  any  facts  or
circumstances relating solely to the Seller,  the  execution,  delivery and
performance  by  the  Purchaser  of this Agreement do not and will not  (a)
violate, conflict with or result in  the  breach  of  any  provision of the
certificate of incorporation or by-laws of the Purchaser, (b) conflict with
or  violate  any  Law or Governmental Order applicable to the Purchaser  or
(c) conflict with,  or  result  in  any breach of, constitute a default (or
event which with the giving of notice  or  lapse  of  time,  or both, would
become a default) under, require any consent under, or give to  others  any
rights  of  termination, amendment, acceleration, suspension, revocation or
cancellation of, or result in the creation of any Encumbrance on any of the
assets or properties of the Purchaser pursuant to, any note, bond, mortgage
or  indenture,  contract,  agreement,  lease,  sublease,  license,  permit,
franchise  or  other  instrument or arrangement to which the Purchaser is a
party or by which any of  such  assets  or properties is bound or affected,
which would have a material adverse effect  on the ability of the Purchaser
to consummate the transactions contemplated by this Agreement.

SECTION  4.03.   GOVERNMENTAL  CONSENTS  AND  APPROVALS.    The  execution,
delivery and performance of this Agreement by the Purchaser do not and will
not require any consent, approval, authorization or other order  of, action
by, filing with, or notification to, any Governmental Authority.

SECTION  4.04.   LITIGATION.  No claim, action, proceeding or investigation
is pending or, to  the  best  knowledge of the Purchaser after due inquiry,
threatened, which seeks to delay  or  prevent the consummation of, or which
would  be  reasonably  likely to materially  adversely  affect  either  the
Purchaser's ability to consummate,  the  transactions  contemplated by this
Agreement.

SECTION 4.05.  BROKERS.  No broker, finder or investment banker is entitled
to  any brokerage, finder's or other fee or commission in  connection  with
the transactions  contemplated  by  this  Agreement based upon arrangements
made by or on behalf of the Purchaser.

ARTICLE V

ADDITIONAL AGREEMENTS

SECTION 5.01.  ACCESS TO INFORMATION.  (a)   In  order  to  facilitate  the
resolution  of  any  claims made against or incurred by the Seller prior to
the Closing, for a period  of seven] years after the Closing, the Purchaser
shall (i) retain the books and  records of the Seller which are transferred
to the Purchaser pursuant to this  Agreement  relating  to periods prior to
the Closing in a manner reasonably consistent with the prior  practices  of
the  Seller and (ii) upon reasonable notice, afford the officers, employees
and authorized  agents  and representatives of the Seller reasonable access
(including the right to make, at the Seller's expense, photocopies), during
normal business hours, to such books and records.

     (b)  In order to facilitate  the  resolution  of any claims made by or
against or incurred by the Purchaser after the Closing  or  for  any  other
reasonable purpose, for a period of seven years following the Closing,  the
Seller  shall  (i) retain all books and records of the Seller which are not
transferred to the Purchaser pursuant to this Agreement and which relate to
the Seller, its operations or the Business for periods prior to the Closing
and which shall  not  otherwise  have  been  delivered to the Purchaser and
(ii) upon reasonable notice, afford the officers,  employees and authorized
agents and representatives of the Purchaser, reasonable  access  (including
the  right  to  make  photocopies  at the expense of the Purchaser), during
normal business hours, to such books and records.

SECTION 5.02.  CONFIDENTIALITY.  Each  of  the  Seller and each Shareholder
agrees to, and shall use reasonable best efforts  to  cause  its respective
agents, representatives, Affiliates, employees, officers and directors  to:
(i)  treat  and hold as confidential (and not disclose or provide access to
any Person to) all information relating to trade secrets, processes, patent
or  trademark   applications,  product  development,  price,  customer  and
supplier lists, pricing  and  marketing  plans,  policies  and  strategies,
operations  methods,  product  development techniques, business acquisition
plans,  new  personnel  acquisition   plans   and  any  other  confidential
information with respect to the Business or the  Seller,  (ii) in the event
that  the  Seller,  any  Shareholder  or  any  such  agent, representative,
Affiliate,  employee,  officer  or  director becomes legally  compelled  to
disclose any such information, provide  the  Purchaser  with prompt written
notice  of  such  requirement so that the Purchaser may seek  a  protective
order or other remedy  or waive compliance with this Section 5.02, (iii) in
the event that such protective  order  or  other remedy is not obtained, or
the Purchaser waives compliance with this Section  5.02,  furnish only that
portion  of such confidential information which is legally required  to  be
provided  and   exercise   its  best  efforts  to  obtain  assurances  that
confidential treatment will be accorded such information, and (iv) promptly
furnish (prior to, at, or as soon as practicable following, the Closing) to
the Purchaser any and all copies  (in  whatever form or medium) of all such
confidential  information  then  in  the  possession  of  the  Seller,  any
Shareholder or any of their respective agents, representatives, Affiliates,
employees, officers and directors and destroy any and all additional copies
then  in  the possession of the Seller, any Shareholder  or  any  of  their
respective  agents,  representatives,  Affiliates,  employees, officers and
directors of such information and of any analyses, compilations, studies or
other  documents  prepared,  in  whole  or in part, on the  basis  thereof;
PROVIDED, HOWEVER, that this sentence shall  not  apply  to any information
that,  at  the  time  of  disclosure,  is  available publicly and  was  not
disclosed in breach of this Agreement by the  Seller,  any  Shareholder, or
their  respective agents, representatives, Affiliates, employees,  officers
or directors;  PROVIDED  FURTHER  that  specific  information  shall not be
deemed  to be within the foregoing exception merely because it is  embraced
in general  disclosures in the public domain.  In addition, any combination
of features shall not be deemed to be within the foregoing exception merely
because the individual  features  are  in  the  public  domain  unless  the
combination itself and its principle of operation are in the public domain.
The  Seller and the Shareholders agree and acknowledge that remedies at Law
for any  breach of their obligations under this Section 5.02 are inadequate
and that in  addition  thereto  the  Purchaser  shall  be  entitled to seek
equitable  relief,  including injunction and specific performance,  in  the
event  of any such breach,  without  the  necessity  of  demonstrating  the
inadequacy of monetary damages.

SECTION  5.03.   USE  OF  INTELLECTUAL  PROPERTY.   (a)  From and after the
Closing,  the  Seller  and  the  Shareholders  shall  not use  any  of  the
Intellectual   Property;   PROVIDED,   HOWEVER,   that  Charles   Roy   and
Scott Brekken may continue to use the Intellectual  Property  in the course
of their employment pursuant to their respective Employment Agreements.

     (b)   As  promptly  as  practicable following the Closing, the  Seller
shall remove or obliterate any  Intellectual  Property from letterheads and
other materials remaining in its possession or  under  its control, and the
Seller shall not use or put into use after the Closing any  materials  that
bear  any  trademark,  service  mark,  trade  dress,  logo,  trade  name or
corporate  name,  including,  but  not limited to, "Atlas Bag Inc.," "Atlas
Bag" or "Atlas," contained in the Intellectual Property.

<PAGE>

SECTION 5.04.  TAXES. (a)  The Seller,  the  Shareholders and the Purchaser
agree to treat all payments made by either party  to  or for the benefit of
the other party under the indemnity provisions of this  Agreement  and  for
any  misrepresentations  or  breach  of  warranties  or covenants contained
herein as adjustments to the Purchase Price for Tax purposes, and that such
treatment shall govern for purposes hereof except to the  extent  that  the
laws  of  a  particular  jurisdiction provide otherwise, in which case such
payments shall be made in  an  amount  sufficient to indemnify the relevant
party on an after-tax basis.

     (b)  Notwithstanding any provision  in this Agreement to the contrary,
the Seller and the Shareholders shall indemnify and hold harmless Purchaser
for any Tax liabilities imposed on Purchaser  as  a  result of any payments
made  by  the Seller or any Shareholder under the indemnity  provisions  of
this Agreement,  which  obligation  for  such imposed Tax liabilities shall
survive  until  the  close  of  business  on the  60th  day  following  the
expiration of the applicable statute of limitations  (giving  effect to any
waiver, mitigation or extension thereof).

     (c)  The  Purchaser  reserves  the  right to choose the procedure  for
filing and furnishing IRS Forms W-2, W-3 and  941  under  Revenue Procedure
96-60, including the right to succeed to the Seller's federal  unemployment
tax  accounts  in accordance therewith.  The Seller shall report and  remit
federal taxes at the appropriate time as elected by the Purchaser under the
"Standard Procedure"  or "Alternative Procedure" stated in sections 4 and 5
of Revenue Procedure 96-60.   The  Purchaser  also  reserves  the  right to
choose the procedure for filing state unemployment tax forms and to succeed
to  the Seller's state unemployment tax accounts under state "successor-in-
interest"  provisions  under  any  similar procedure.  The Seller agrees to
authorize the Purchaser's state unemployment tax election.

     (d)  The Seller and the Shareholders  shall  be  jointly and severally
liable for and shall hold the Purchaser harmless against  any real property
transfer  or  gains,  sales,  use,  transfer,  and  value added taxes,  any
transfer, recording, registration, and other fees, and  any  similar  Taxes
which  become  payable  in connection with the transactions contemplated by
this Agreement.  The Seller, after the review and consent by the Purchaser,
shall file such applications  and documents as shall permit any such Tax to
be assessed and paid on or prior to the Closing Date in accordance with any
available  pre-sale filing procedure.   The  Purchaser  shall  execute  and
deliver all  instruments and certificates necessary to enable the Seller to
comply with the  foregoing.   The  Purchaser  shall  complete and execute a
resale or other exemption certificate with respect to  the  inventory items
sold hereunder, and shall provide the Seller with an executed copy thereof.

SECTION 5.05.  EXCLUDED LIABILITIES.  The Seller will, and the Shareholders
will cause the Seller to, pay and discharge the Excluded Liabilities as and
when the same become due and payable.

SECTION 5.06.  BULK TRANSFER LAWS.  The Purchaser hereby waives  compliance
by  the Seller with any applicable bulk sale or bulk transfer laws  of  any
jurisdiction  in  connection  with  the sale of the Assets to the Purchaser
(other than any obligations with respect to the application of the proceeds
herefrom).  Pursuant to Article VI, the  Seller has agreed to indemnify the
Purchaser against any and all liabilities  which  may  be asserted by third
parties  against  the  Purchaser as a result of the Seller's  noncompliance
with any such law.

SECTION  5.07.  EMPLOYEE  MATTERS.   (a)   As  of  the  Closing  Date,  the
Purchaser shall offer employment to those employees of the Seller listed on
Schedule 5.07  of  the  Disclosure  Schedule.  As used herein, "TRANSFERRED
EMPLOYEE" shall mean each such employee who accepts such offer.

     (b)  As of the Closing Date, the  Seller  shall  provide the Purchaser
with  a  complete  and  accurate  statement of any amounts expected  to  be
payable by the Purchaser following  the  Closing that relate to any service
by  any  Transferred Employee with the Seller  through  the  Closing  Date,
including,  without  limitation, any salary or wages, any accrued vacation,
sick or personal days  or  any  bonuses,  except  to  the  extent that such
amounts  are  reflected  as Liabilities on the Closing Balance  Sheet  (the
"EMPLOYEE  AMOUNTS").   In the  event  that  the  amounts  payable  by  the
Purchaser  following  the Closing  Date  that  relate  to  service  by  any
Transferred Employee with  the  Seller  through the Closing Date exceed the
Employee Amounts, the Seller shall indemnify the Purchaser for such excess.

     (c)  The  Purchaser  shall  be  responsible  for  complying  with  the
notification requirements of WARN in connection  with  the  termination  of
employment of a Transferred Employee on or after the Closing Date.

     (d)  The  Purchaser  shall assume all of the rights and obligations of
the Seller under the employment  agreements  to which the Seller is a party
listed  on  Section 5.07 of the Disclosure Schedule,  forms  of  which  are
included in Section 5.07 of the Disclosure Schedule.

SECTION 5.08.  NON-COMPETITION.  (a)  For a period of three years after the
Closing (the  "RESTRICTED  PERIOD"),  none  of  Seller,  Charles Roy, Scott
Brekken  and  Bruce  Vernon  shall engage, directly or indirectly,  in  any
business anywhere in the world  that  manufactures,  produces  or  supplies
products or services of the kind manufactured, produced or supplied  by the
Business  as  of the Closing Date or, without the prior written consent  of
the Purchaser, directly or indirectly, own an interest in, manage, operate,
join, control,  lend  money  or  render financial or other assistance to or
participate in or be connected with,  as  an  officer,  employee,  partner,
stockholder,  consultant  or  otherwise, any Person that competes with  the
Purchaser,  the  Seller  or Atlas  Texas  in  manufacturing,  producing  or
supplying  products or services  of  the  kind  manufactured,  produced  or
supplied by  the  Business  as of the Closing; PROVIDED, HOWEVER, that, for
the purposes of this Section  5.08,  ownership of securities having no more
than one percent of the outstanding voting  power  of  any competitor which
are listed on any national securities exchange or traded  actively  in  the
national  over-the-counter market shall not be deemed to be in violation of
this Section 5.08 so long as the Person owning such securities has no other
connection or relationship with such competitor.

     (b)  As  a  separate  and  independent  covenant,  the Seller and each
Executive listed in Section 5.08(a) agrees with the Purchaser  that,  for a
period  of  three  years  following the Closing, neither the Seller nor any
such Executive will in any  way, directly or indirectly, for the purpose of
conducting  or engaging in any  business  that  manufactures,  produces  or
supplies products  or  services  of  the  kind  manufactured,  produced  or
supplied  by  the Business as of the Closing, call upon, solicit, advise or
otherwise do, or attempt to do, business with any customers of the Business
with whom the Seller  or  any  such  Executive  had any dealings during the
period  of  time in which such Executive was an Executive  of  the  Seller;
PROVIDED that  the  restrictions  in  this  Section 5.08 shall not apply to
Charles  Roy and Scott Brekken when performing  their  duties  pursuant  to
their respective  Employment  Agreements.   Each  of  the  Seller  and  the
Executives  further  agrees  with the Purchaser that, for a period of three
years following the Closing, neither the Seller nor any such Executive will
take away or interfere or attempt  to  interfere  with  any  custom, trade,
business  or  patronage  of  the Business, or interfere with or attempt  to
interfere with any officers, employees,  representatives  or  agents of the
Business, or induce or attempt to induce any of them to leave the employ of
the  Purchaser  or  violate the terms of their contracts, or any employment
arrangements, with the Purchaser.

     (c)  The Restricted  Period  shall  be  extended  by the length of any
period  during  which  any  Executive  is  in breach of the terms  of  this
Section 5.08.

     (d)  The  Seller acknowledges that the covenants  of  the  Seller  set
forth in this Section  5.08  are an essential element of this Agreement and
that, but for the agreement of  the  Seller to comply with these covenants,
the  Purchaser  would not have entered into  this  Agreement.   The  Seller
acknowledges that this Section 5.08 constitutes an independent covenant and
shall  not be affected  by  performance  or  nonperformance  of  any  other
provision of this Agreement by the Purchaser.  The Seller has independently
consulted with counsel and after such consultation agree that the covenants
set forth in this Section 5.08 are reasonable and proper.

SECTION  5.09.   INDEMNITY  REGARDING  LEASE AND CONTRACT ASSIGNMENTS.  The
Seller and the Shareholders, jointly and  severally,  shall  indemnify  the
Purchaser  and  hold  it  harmless,  without  regard  to the limitations on
indemnification set forth in Article VI, from any and all  damages, claims,
losses and liabilities arising out of or resulting from the  failure of the
Seller  to obtain consents, at or prior to the Closing, under any  and  all
leases and contracts of the Seller.

SECTION 5.10.   FURTHER  ACTION.   Each of the parties hereto shall use all
reasonable efforts to take, or cause  to  be taken, all appropriate action,
do  or cause to be done all things necessary,  proper  or  advisable  under
applicable  Laws,  and execute and deliver such documents and other papers,
as may be required to  carry  out  the  provisions  of  this  Agreement and
consummate  and  make  effective  the  transactions  contemplated  by  this
Agreement.


ARTICLE VI

INDEMNIFICATION

SECTION  6.01.   SURVIVAL.  The representations, warranties, covenants  and
agreements of the  Seller  contained  in  this  Agreement and the Ancillary
Agreements  to  which  the  Seller and the Purchaser  are  party,  and  all
statements  contained  in  the Acquisition  Documents,  shall  survive  the
Closing  until  the second anniversary  thereof;  PROVIDED,  HOWEVER,  that
(a) the representations  and  warranties  dealing  with  Tax  matters shall
survive  until thirty calendar days after the expiration of the  applicable
period  under   the   statute  of  limitations  therefor  has  expired  and
(b) insofar as any claim  is  made  by  the Purchaser for the breach of any
representation  or warranty of the Seller  contained  herein,  which  claim
arises out of allegations of personal injury or property damage suffered by
any third party on or prior to the Closing Date or attributable to products
or Inventory sold  or shipped, or activities or omissions that occur, on or
prior to the Closing  Date,  such representations and warranties shall, for
purposes of such claim by the Purchaser, survive until thirty calendar days
after  the  expiration  of  the applicable  period  under  the  statute  of
limitations governing such claims,  and  (c)  the  agreements  set forth in
Article V shall remain in full force and effect for the applicable  periods
specified  in  such  Article  or, if no such period is specified, until the
applicable period under the statute  of  limitations  therefor has expired.
Neither the period of survival nor the liability of the Seller with respect
to  the  Seller's representations and warranties shall be  reduced  by  any
investigation  made  at  any  time  by  or  on behalf of the Purchaser.  If
written notice of a claim has been given by the  Purchaser  to  the  Seller
prior  to  the expiration of the applicable representations and warranties,
then the relevant  representations  and warranties shall survive as to such
claim until the claim has been finally resolved.

SECTION  6.02.   INDEMNIFICATION BY THE  SELLER.   The  Purchaser  and  its
Affiliates, officers,  directors, employees, agents, successors and assigns
shall be indemnified and  held  harmless  by  the  Seller  and  each of the
Shareholders,  jointly and severally, for any and all Liabilities,  losses,
damages, claims,  costs  and  expenses,  interest,  awards,  judgments  and
penalties  (including, without limitation, attorneys' and consultants' fees
and expenses)  actually  suffered  or  incurred by them (including, without
limitation,  any Action brought or otherwise  initiated  by  any  of  them)
(hereinafter a "LOSS"), arising out of or resulting from:

     (i)  the  breach  of any representation or warranty made by the Seller
or the Shareholders contained in the Acquisition Documents; or

     (ii) the breach of  any  covenant or agreement by the Seller contained
in the Acquisition Documents; or

     (iii) any and all Losses suffered  or  incurred  by  the  Purchaser by
reason of or in connection with any claim or cause of action of  any  third
party  to the extent arising out of any action, inaction, event, condition,
liability  or  obligation  of the Seller occurring or existing prior to the
Closing; or

     (iv) Liabilities, whether  arising  before  or after the Closing Date,
that are not expressly assumed by the Purchaser pursuant to this Agreement,
including, without limitation, the Excluded Liabilities;

PROVIDED, HOWEVER, that any liability of the Seller  and  each  Shareholder
pursuant to Section 5.08 shall be several.

To  the  extent  that  the Seller's and the Shareholder's undertakings  set
forth in this Section 6.02  may  be  unenforceable,  the  Seller  and  each
Shareholder  shall  contribute  the  maximum amount that it is permitted to
contribute under applicable Law to the  payment  and  satisfaction  of  all
Losses incurred by the Purchaser.

SECTION  6.03.   INDEMNIFICATION  BY  THE  PURCHASER.   The  Seller and its
Affiliates, officers, directors, employees, agents, successors  and assigns
shall  be  indemnified  and held harmless by the Purchaser for any and  all
Liabilities, losses, damages, claims, costs and expenses, interest, awards,
judgments  and penalties (including,  without  limitation,  attorneys'  and
consultants'  fees  and  expenses)  actually  suffered  or incurred by them
(including,  without limitation, any Action brought or otherwise  initiated
by any of them) (hereinafter a "LOSS"), arising out of or resulting from:

     (i)  the  breach  of  any  representation  or  warranty  made  by  the
Purchaser contained in this Agreement or the Assumption Agreement; or

     (ii) the  breach  of  any  covenant  or  agreement  by  the  Purchaser
contained in this Agreement or the Assumption Agreement;

     (iii)  the  conduct  of  the  Business  by the Purchaser following the
Closing; or

     (iv) the Assumed Liabilities, except to the  extent that the Seller or
the  Shareholders  are  obligated to indemnify the Purchaser  with  respect
thereto.

SECTION 6.04.  GENERAL INDEMNIFICATION PROVISIONS.  (a)  Any Person seeking
indemnification under this  Article  VI (an "INDEMNIFIED PARTY") shall give
prompt notice to the party or parties  from  whom  such  indemnification is
sought  (the  "INDEMNIFYING  PARTY"),  stating the amount of the  Loss,  if
known, and method of computation thereof, and containing a reference to the
provisions  of  this  Agreement  in  respect   of   which   such  right  of
indemnification  is claimed or arises.  The obligations and Liabilities  of
the Indemnifying Party under this Article VI with respect to Losses arising
from claims of any  third  party  which  are subject to the indemnification
provided for in this Article VI ("THIRD PARTY CLAIMS") shall be governed by
and contingent upon the following additional  terms  and conditions:  if an
Indemnified  Party  shall  receive  notice  of any Third Party  Claim,  the
Indemnified Party shall give the Indemnifying  Party  notice  of such Third
Party Claim within 30 days of the receipt by the Indemnified Party  of such
notice;  PROVIDED,  HOWEVER,  that the failure to provide such notice shall
not release the Indemnifying Party  from  any of its obligations under this
Article  VI  except  to  the extent the Indemnifying  Party  is  materially
prejudiced by such failure  and  shall  not  relieve the Indemnifying Party
from any other obligation or liability that it  may have to any Indemnified
Party  otherwise  than  under this Article VI.  If the  Indemnifying  Party
acknowledges in writing its  obligation  to indemnify the Indemnified Party
hereunder against any Losses that may result  from  such Third Party Claim,
then  the Indemnifying Party shall be entitled to assume  and  control  the
defense of such Third Party Claim at its expense and through counsel of its
choice  if  it  gives  notice  of its intention to do so to the Indemnified
Party within 15 days of the receipt  of  such  notice  from the Indemnified
Party; PROVIDED, HOWEVER, that if there exists or is reasonably  likely  to
exist  a  conflict  of  interest  that  would  make it inappropriate in the
reasonable  good  faith  judgment of the Indemnified  Party  for  the  same
counsel to represent both the Indemnified Party and the Indemnifying Party,
then the Indemnified Party  shall be entitled to retain its own counsel, in
each jurisdiction for which the  Indemnified  Party  determines  counsel is
required,  at  the  expense  of  the Indemnifying Party.  In the event  the
Indemnifying  Party  exercises the right  to  undertake  any  such  defense
against any such Third Party Claim as provided above, the Indemnified Party
shall cooperate with the  Indemnifying  Party  in  such  defense  and  make
available  to  the Indemnifying Party, at the Indemnifying Party's expense,
all  witnesses,  pertinent   records,  materials  and  information  in  the
Indemnified Party's possession  or  under  the  Indemnified Party's control
relating  thereto  as  is  reasonably required by the  Indemnifying  Party.
Similarly, in the event the  Indemnified  Party is, directly or indirectly,
conducting the defense against any such Third Party Claim, the Indemnifying
Party shall cooperate with the Indemnified  Party  in such defense and make
available  to the Indemnified Party, at the Indemnifying  Party's  expense,
all such witnesses,  records, materials and information in the Indemnifying
Party's possession or  under  the  Indemnifying  Party's  control  relating
thereto as is reasonably required by the Indemnified Party.  No such  Third
Party  Claim  may  be settled by the Indemnifying Party without the written
consent of the Indemnified Party.

     (b)  To the extent  that  the  undertakings  of the Indemnifying Party
Seller or the Purchaser set forth in this Article VI  may be unenforceable,
the  Seller  or  the  Purchaser, as the case may be, shall  contribute  the
maximum amount that it  is  permitted to contribute under applicable Law to
the payment and satisfaction of all Losses incurred by the Purchaser or the
Seller, as the case may be.

SECTION 6.05.  LIMITATION OF INDEMNIFICATION.  (a)  In order to satisfy any
amount determined to be owed  to  the  Purchaser under this Article VI, the
Purchaser's first but not sole recourse  shall  be  to  offset  such amount
against  any  Subsequent  Payments remaining to be paid; PROVIDED that  the
Seller and the Shareholders  shall  not be required to indemnify, defend or
hold  the Purchaser harmless against or  reimburse  any  losses  or  claims
pursuant  to  Section  6.02  unless  and until the aggregate amount of such
losses or claims exceeds $50,000, after which the Seller shall be obligated
for the entire amount of all such losses  or  claims  in excess of $25,000;
and  PROVIDED,  FURTHER  that  Seller  and the Shareholders  shall  not  be
obligated for any portion of such amount  that  is  in excess of 75% of the
Purchase Price that is paid to the Seller and the Shareholders.

     (b)  In   the   event  of  any  indemnity  claim  by  the   Purchaser,
notwithstanding  the provisions  of  Section  2.03(b),  the  Purchaser  may
withhold an amount  from  any  Subsequent  Payments that in the Purchaser's
good faith estimate is sufficient to cover the  amount of such claim.  Upon
resolution of such claim, the Purchaser shall pay  the  remainder  of  such
Subsequent  Payment  after  the  satisfaction  of such claim to the Sellers
together  with  interest  thereon  at  the  Interest Rate  for  the  period
withheld.


ARTICLE VII

GENERAL PROVISIONS

SECTION 7.01.  EXPENSES.  Except as otherwise  specified in this Agreement,
all   costs   and  expenses,  including,  without  limitation,   fees   and
disbursements of  counsel,  financial advisors and accountants, incurred in
connection with this Agreement  and  the  transactions  contemplated hereby
shall  be paid by the party incurring such costs and expenses,  whether  or
not the Closing shall have occurred.


SECTION  7.02.   NOTICES.  All notices, requests, claims, demands and other
communications hereunder  shall  be  in  writing and shall be given or made
(and  shall be deemed to have been duly given  or  made  upon  receipt)  by
delivery in person, by courier service, by cable, by telecopy, by telegram,
by telex  or  by  registered  or  certified  mail  (postage prepaid, return
receipt requested) to the respective parties at the following addresses (or
at such other address for a party as shall be specified  in  a notice given
in accordance with this Section 7.02):

(a)  if to the Seller and to the Shareholders:
Atlas Bag, Inc.
1701 South Winthrop Drive
Des Plaines, Illinois  60018
Telecopy No.:  (847) 227-1704
Attention:  Charles M. Roy

with a copy to:

Horwood Marcus & Berk
333 West Wacker Drive, Suite 2800
Chicago, Illinois 60606
Telecopy No.:  (312) 606-3232
Attention:  Keith H. Berk, Esq.

(b)  if to the Purchaser:
     Marino Technologies Inc.
     c/o Consoltex (USA) Inc.
     1040 Avenue of the Americas, 6th Floor
     New York, New York  10018
     Telecopy:  (212) 596-0483
     Attention:  Paul J. Bamatter

with a copy to:

    Shearman & Sterling
    599 Lexington Avenue
    New York, New York  10022
    Telecopy:  (212) 848-7179
    Attention:  Creighton O'M. Condon, Esq.

SECTION  7.03.   PUBLIC  ANNOUNCEMENTS.   No party to this Agreement  shall
make,  or cause to be made, any press release  or  public  announcement  in
respect  of  this  Agreement  or  the  transactions  contemplated hereby or
otherwise communicate with any news media without the prior written consent
of the other party, and the parties shall cooperate as  to  the  timing and
contents of any such press release or public announcement.

SECTION  7.04.   HEADINGS.   The  descriptive  headings  contained  in this
Agreement are for convenience of reference only and shall not affect in any
way the meaning or interpretation of this Agreement.

SECTION  7.05.   SEVERABILITY.   If  any  term  or  other provision of this
Agreement is invalid, illegal or incapable of being enforced  by any Law or
public  policy,  all  other  terms  and provisions of this Agreement  shall
nevertheless remain in full force and  effect  so  long  as the economic or
legal substance of the transactions contemplated hereby is  not affected in
any  manner materially adverse to any party.  Upon such determination  that
any term  or  other  provision  is  invalid,  illegal or incapable of being
enforced, the parties hereto shall negotiate in  good  faith to modify this
Agreement so as to effect the original intent of the parties  as closely as
possible   in   an   acceptable  manner  in  order  that  the  transactions
contemplated hereby are  consummated  as  originally  contemplated  to  the
greatest extent possible.

SECTION  7.06.   ENTIRE  AGREEMENT.   This Agreement constitutes the entire
agreement of the parties hereto with respect  to  the subject matter hereof
and  supersedes  all prior agreements and undertakings,  both  written  and
oral, between the  Seller  and  the  Purchaser  with respect to the subject
matter hereof.

SECTION 7.07.  ASSIGNMENT.  This Agreement may not be assigned by operation
of Law or otherwise without the express written consent  of  the Seller and
the  Purchaser  (which  consent  may  be  granted  or withheld in the  sole
discretion of the Seller and the Purchaser); PROVIDED,  HOWEVER,  that  the
Purchaser  may  assign  this  Agreement  to  an  Affiliate of the Purchaser
without the consent of the Seller.

SECTION  7.08.   NO  THIRD PARTY BENEFICIARIES.  This  Agreement  shall  be
binding upon and inure  solely  to  the  benefit  of the parties hereto and
their permitted assigns and nothing herein, express or implied, is intended
to  or shall confer upon any other Person, including,  without  limitation,
any union  or  any  employee or former employee of the Seller, any legal or
equitable right, benefit  or  remedy  of  any nature whatsoever, including,
without  limitation, any rights of employment  for  any  specified  period,
under or by reason of this Agreement.

SECTION 7.09.   AMENDMENT   This  Agreement  may not be amended or modified
except by an instrument in writing signed by,  or  on behalf of, the Seller
and the Purchaser.

SECTION  7.10.   GOVERNING  LAW; CONSENT TO JURISDICTION;  WAIVER  OF  JURY
TRIAL.  THIS AGREEMENT SHALL  BE  GOVERNED  BY  THE  LAWS  OF  THE STATE OF
NEW YORK, EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF
LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION  OTHER
THAN THE STATE OF NEW YORK.  ALL ACTIONS AND PROCEEDINGS ARISING OUT OF  OR
RELATING  TO  THIS  AGREEMENT SHALL BE HEARD AND DETERMINED IN ANY NEW YORK
STATE OR FEDERAL COURT  SITTING  IN  THE  CITY  OF  NEW  YORK.  EACH OF THE
PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
DO SO UNDER APPLICABLE LAW, THE RIGHT TO A TRIAL BY JURY.

SECTION 7.11.  ARBITRATION.  Any dispute or controversy arising under or in
connection with this Agreement (a "CLAIM") that cannot be mutually resolved
by  the  parties  hereto  and their respective advisors and representatives
shall  be  finally settled by  binding  arbitration  in  Chicago,  Illinois
administered  by  the  American  Arbitration  Association ("AAA") under its
Commercial  Arbitration  Rules  as  then  in  effect  (the  "RULES").   The
arbitration  shall  be conducted before a single  arbitrator  of  exemplary
qualifications and stature, who shall be selected jointly by the Purchaser,
and  the  Seller.   In  the  event  that  the  parties  or  their  selected
arbitrators are unable to  selected  such  an  arbitrator, selection of the
arbitrator shall be in accordance with the Rules.   Judgment may be entered
on the arbitrator's award in any court have competent jurisdiction.  At the
request of either the Sellers or the Purchaser, the arbitrator may take any
interim measure he deems necessary, including measures for the conservation
of any items forming the subject matter in dispute, which measures may take
the  form  of an interim award.  The arbitrator's power  to  grant  interim
measures shall  not  be  interpreted  as  precluding  the  jurisdiction  of
competent  courts  to  grant  such  relief.   The parties waive any form of
notification  or  deposit of the award except as  required  by  the  Rules.
Judgment on the award  may be entered in any court having jurisdiction over
it or having jurisdiction  over  the  Sellers  or  the  Purchaser  or their
respective  assets.   The  laws  of  the State of Illinois shall govern any
arbitration and the validity, scope and  effect  of this Section 7.11.  The
non-prevailing party shall bear all expenses of the  arbitrator incurred in
any  arbitration  hereunder.   In  the event of arbitration  or  litigation
arising under this Agreement, the prevailing  party  shall  be  entitled to
recover  from  the non-prevailing party its reasonable attorney's fees  and
expenses incurred  in  connection  with  such  arbitration  or  litigation,
including  before  the  filing  of  a  demand for arbitration or a lawsuit.
Arbitration pursuant to this Section 7.11  shall constitute the sole remedy
of  the  parties  hereto, PROVIDED, that the parties  agree  that  monetary
damages may be inadequate  and  that  any  party  shall be entitled to seek
specific performance of the arbitrator's decision from a court of competent
jurisdiction.

SECTION 7.12.  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an  original  but  all of
which taken together shall constitute one and the same agreement.

SECTION  7.13.   SPECIFIC  PERFORMANCE.   The  parties  hereto  agree  that
irreparable damage would occur in the event any provision of this Agreement
was  not performed in accordance with the terms hereof and that the parties
shall  be entitled to specific performance of the terms hereof, in addition
to any other remedy at Law or equity without the necessity of demonstration
the inadequacy of monetary damages.

<PAGE>

IN WITNESS  WHEREOF,  the  Seller,  the Shareholders and the Purchaser have
caused this Agreement to be executed  as of the date first written above by
their respective officers thereunto duly authorized.

ATLAS BAG, INC.

By:
Name:
Title:

CHARLES M. ROY
_______________________________
Charles M. Roy
SCOTT BREKKEN
_______________________________
Scott Brekken
BRUCE H. VERNON
_______________________________
Bruce H. Vernon


MARINO TECHNOLOGIES INCORPORATED

By:
Name:
Title:

By:
Name:
Title:

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