Stock Purchase Agreement

                                  by and among

                              Star Computing, Ltd.,
                              a Nevada corporation

                                 on the one hand

                                       and

                      Hi-Tech Environmental Products, LLC,
                    a Nevada limited liability company d/b/a
                                     VitroCo

                                       and

                             Vitroco Materials, LLC,
                       a Nevada limited liability company

                                       and

                             VitroTech Corporation,
                             a Delaware corporation

                                       and

                           All of the shareholders of
                             VitroTech Corporation,
                             a Delaware corporation

                                on the other hand

                          Dated as of February 3, 2004

<PAGE>

                            STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of February 3, 2004,
by and among Star Computing Ltd., a publicly traded Nevada  corporation  (OTCBB:
SRCU)  ("Star"),  and Larry S. Poland,  an individual  stockholder  of Star (the
"Star Stockholder") on the one hand, and Hi-Tech Environmental  Products, LLC, a
Nevada limited liability company d/b/a VitroCo  ("Hi-Tech"),  VitroCo Materials,
LLC, a Nevada limited liability company ("VitroCo"),  VitroTech  Corporation,  a
Delaware  corporation  ("VitroTech")  and all of the  shareholders  of VitroTech
(collectively,  the "VitroTech Shareholders") on the other hand. Hi-Tech and the
VitroTech  Shareholders are collectively referred to herein as the "Purchasers,"
each a "Purchaser."

                                    RECITALS

      A.  Star  and  the  Purchasers  have  each  determined  to  engage  in the
transaction contemplated hereby (the "Stock Purchase") pursuant to which each of
the Purchasers will make certain  contributions of assets as set forth herein in
exchange  for shares of the common stock of Star and the  assumption  by Star of
certain liabilities of the Purchasers, as set forth herein.

      B. The board of directors of Star and the managing  member of Hi-Tech have
each approved this Agreement and the Stock Purchase.

      C. The parties intend that the transactions contemplated in this Agreement
constitute  capital  contributions  by all the  Purchasers as a group to Star in
exchange for  controlling  equity interest in Star within the meaning of Section
351 of the Internal  Revenue  Code of 1986,  as amended  (the  "Code"),  and the
regulations promulgated thereunder.

      D. The Star Stockholder,  VitroTech Corporation and VitroCo are parties to
this Agreement for the purpose of making certain representations and warranties.

                                    AGREEMENT

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
contained  herein  and in  reliance  upon  the  representations  and  warranties
hereinafter set forth, the parties hereto hereby agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      As used herein, the following terms shall have the following meanings:

      "Agreement" has the meaning specified in the introductory paragraph above.

      "Assumed Liabilities" has the meaning specified in Section 2.2 hereof.

      "Closing" has the meaning specified in Article 3 hereof.


                                      -1-
<PAGE>

      "Closing Date" has the meaning specified in Article 3 hereof.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Contracts" has the meaning specified in Section 4.15 hereof.

      "Disclosure Schedule" has the meaning specified in Article 4 hereof.

      "Employee" means a regular employee on the payroll of VitroCo.

      "Encumbrance"  means,  with  respect to any  asset,  any  mortgage,  lien,
pledge,  charge,  security  interest,   conditional  sale  agreement,  financing
statement  or  encumbrance  of any  kind,  or any  other  type  of  preferential
arrangement  that has the  practical  effect of creating a security  interest in
respect of such asset.

      "Indemnified Party" has the meaning specified in Article 6 hereof.

      "Indemnifying Party" has the meaning specified in Article 6 hereof.

      "Intellectual  Property"  means  all of  the  service  marks,  copyrights,
franchises,  software,  patents,  licenses,  trademarks,  trade names,  jingles,
slogans, logotypes and other similar intangible assets maintained,  owned, used,
held for use or  otherwise  held or licensed by VitroCo in  connection  with the
business  of  VitroCo  (including  any  and  all  applications,   registrations,
extensions and renewals relating thereto),  and all of the rights,  benefits and
privileges associated therewith.

      "LTSB" has the meaning specified in Section 5.7 hereof.

      "Licensed  Intellectual  Property"  has the meaning  specified  in Section
4.13(c) hereof.

      "Person"  means  a  natural  person,  corporation,  partnership  or  other
business entity, or any Governmental Entity.

      "Real Property" has the meaning specified in Section 4.9 hereof.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Star" has the meaning specified in the introductory paragraph above.

      "Star's Audited  Financials"  has the meaning  specified in Section 5.7(b)
hereof.

      "Star's Balance Sheet" has the meaning specified in Section 5.7(b) hereof.

      "Star's Financial  Statements" has the meaning specified in Section 5.7(c)
hereof.

      "Star's Interim  Financials"  has the meaning  specified in Section 5.7(b)
hereof.


                                      -2-
<PAGE>

      "Star Shares" means the common stock,  par value $.001 per share,  of Star
issued pursuant to this Agreement.

      "Tax" and  "Taxes"  shall  mean all  federal,  state,  local  and  foreign
property,  sales and use, payroll,  withholding,  franchise and income taxes and
all assessments,  rates, levies, fees and other governmental charges,  including
any interest and penalties in respect of such amounts.

      "Trading  Day" shall mean means (i) a day on which Star's  common stock is
traded on a Trading  Market,  or (ii) if Star's  common stock is not listed on a
Trading  Market,  a day on  which  the  Star's  common  stock is  quoted  in the
over-the-counter   market  as  reported  by  the   National   Quotation   Bureau
Incorporated (or any similar  organization or agency succeeding its functions of
reporting prices);  provided,  that in the event that Star's common stock is not
listed or quoted as set forth in (i) and (ii)  hereof,  then  Trading  Day shall
mean a business day.

      "Trading  Market"  means the  following  markets or exchanges on which the
Star's common stock may be listed or quoted for trading on the date in question:
the OTC  Bulletin  Board,  the  American  Stock  Exchange,  the New  York  Stock
Exchange, the Nasdaq National Market or the Nasdaq SmallCap Market.

      "Vitro  Financial  Statements"  has the meaning  specified  in Section 4.3
hereof.

      "Unaudited  Balance  Sheet" has the meaning  specified  in Section  5.7(b)
hereof.

                                    ARTICLE 2
                  PURCHASE AND SALE; ASSUMPTION OF LIABILITIES

      2.1  Purchase  and  Sale.  Subject  to the terms  and  conditions  of this
Agreement  and in reliance upon the  representations  and  warranties  contained
herein,  at the Closing,  each Purchaser  shall purchase from the Star, and Star
shall issue and sell Star Shares to each Purchaser as follows:

            (a)  15,000,000  Star Shares to Hi-Tech in  exchange  for all of the
membership  interest  in  VitroCo  Materials,  LLC, a Nevada  limited  liability
company ("VitroCo"); and

            (b)  an  aggregate  of  14,875,000  Star  Shares  to  the  VitroTech
Shareholders,  to be allocated  among them as set forth in Exhibit "A," attached
hereto  in  exchange  for  all of the  common  stock  of  VitroTech  held by the
VitroTech Shareholders.

      2.2 Assumption of Liabilities.  As part of the  consideration for the sale
of the Star Shares as set forth in Section 2.1 hereof, Star shall assume, on the
date of Closing, and hereby agrees to pay, perform and discharge the liabilities
of  VitroCo  set  forth  in  Exhibit   "B,"   attached   hereto  (the   "Assumed
Liabilities").

      2.3 Delivery  Free of  Encumbrances.  The Star Shares  issued  pursuant to
Section  2.1 hereof  shall be issued by Star free and clear of any  Encumbrances
and shall be fully paid and non-assessable.


                                      -3-
<PAGE>

      2.4 Restrictions On  Transferability Of Star Shares. The Star Shares to be
issued  and  delivered  pursuant  to  this  Agreement  in  accordance  with  the
provisions  hereof will not have been  registered  under the  Securities  Act or
under the securities laws of any state.  Accordingly,  the Star Shares (together
with any other shares received pursuant to conversions, exchanges, stock splits,
stock dividends or other reclassifications or changes thereof, or consolidations
or reorganizations of Star) will not be transferable  except upon the conditions
specified in this Agreement,  which conditions are intended to insure compliance
with the provisions of the Securities Act in respect of any transfer thereof.

      2.5 Legend.  Each  certificate  representing  Star Shares issued hereunder
shall be stamped or otherwise  imprinted  with a legend in the  following  form:
3.1.

            "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
            OR UNDER THE SECURITIES  LAWS OF ANY STATE.  SUCH SECURITIES MAY NOT
            BE SOLD OR OFFERED FOR SALE OR OTHERWISE HYPOTHECATED OR DISTRIBUTED
            EXCEPT (A) PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT FOR SUCH
            SECURITIES  UNDER THE ACT, OR (B) PURSUANT TO A VALID EXEMPTION FROM
            SUCH REGISTRATION  UNDER THE ACT AND UNDER THE SECURITIES LAW OF ANY
            STATE AND UPON  RECEIPT  BY STAR  COMPUTING,  LTD OF AN  OPINION  OF
            COUNSEL  SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT ANY SUCH SALE
            IS IN  COMPLIANCE  WITH,  OR NOT  SUBJECT  TO,  THE  ACT  AND  STATE
            SECURITIES LAWS."

            Where  applicable,  upon  written  request,  Star shall  remove such
legends  so as to  facilitate  the  sale of such  shares,  if and to the  extent
applicable,  pursuant to Rule 144 under the Act,  provided  (in the case of Rule
144 sales)  that upon  request of removal of  legends,  the person  making  such
request shall have provided such  documentation  as Star and its transfer  agent
shall reasonably require in connection therewith.

      2.6 Press Releases. At the Closing, Star shall issue such press release or
announcement  of the  transactions  contemplated  by  this  Agreement  as may be
required by the  reporting  requirements  of the  Exchange  Act,  subject to the
applicable  requirements  of Rules 13-5a and 13-5c under the Securities Act, and
such  release  or  announcement  will be  reasonably  satisfactory  in form  and
substance to VitroCo and VitroTech and their  counsel.  Star shall not issue any
other press  release or otherwise  make public any  information  with respect to
this Agreement or the transactions  contemplated  hereby,  prior to the Closing,
without the prior written  consent of VitroCo and VitroTech  which consent shall
not be unreasonably withheld. Notwithstanding the foregoing, if required by law,
Star may issue such a press release or otherwise make public such information as
long as Star notifies  VitroCo and VitroTech of such  requirement  and discusses
with VitroCo and VitroTech in good faith the contents of such disclosure.

      2.7  Redemption.  At Closing,  Star shall  cause to be redeemed  6,043,496
shares of its outstanding common stock from certain stockholders.


                                      -4-
<PAGE>

                                    ARTICLE 3
                                   THE CLOSING

      Subject to the  satisfaction  of the  conditions  and  closing  deliveries
specified  in Article 9 hereof,  the  closing of the Stock  Purchase  shall take
place at 11:00 a.m.  (Pacific  Time) at the offices of Richardson & Patel,  LLP,
10900 Wilshire Blvd., Los Angeles,  CA 90024, on or before February 3, 2004 (the
"Closing  Date"),  or at such other time and date as the  parties  may  mutually
agree (the "Closing").

                                    ARTICLE 4
                        REPRESENTATIONS AND WARRANTIES OF
                         HI-TECH, VITROCO AND VITROTECH

      Except as set forth  under the  corresponding  section  of the  disclosure
schedule  delivered to Star concurrently  herewith (the "Disclosure  Schedule"),
which  Disclosure  Schedule  shall be deemed a part hereof,  Hi-Tech and VitroCo
(with respect to matters relating to Hi-Tech and VitroCo only) and the VitroTech
Shareholders   (with  respect  to  matters   relating  to  VitroTech  only),  as
applicable, hereby represent and warrant to Star as follows:

      4.1  Organization.  Each of Hi-Tech  and  VitroCo  is a limited  liability
company duly organized,  validly existing and in good standing under the laws of
the  state  of its  organization,  and has the  requisite  power to carry on its
business as now conducted.  VitroTech is a corporation  duly organized,  validly
existing and in good standing under the laws of the state of its  incorporation,
and has the requisite corporate power to carry on its business as now conducted.

      4.2 Certain  Matters.  Each of  Hi-Tech,  VitroCo  and  VitroTech  is duly
licensed  or  qualified  to do  business  and is in good  standing  as a foreign
corporation  in every  jurisdiction  in which the character of its properties or
nature of its  business  requires it to be so licensed or  qualified  other than
such jurisdictions in which the failure to be so licensed or qualified does not,
or  insofar as can  reasonably  be  foreseen,  in the  future  will not,  have a
material  adverse  effect on its financial  condition,  results of operations or
business.  Each of Hi-Tech,  VitroCo and  VitroTech has full power and authority
and all authorizations, consents, licenses and permits necessary to carry on the
business in which it is engaged or in which it proposes  presently to engage and
to own and use the properties  owned and used by it. Each of Hi-Tech and VitroCo
has  delivered to Star a true,  accurate  and  complete  copy of its Articles of
Organization  and  Limited  Liability  Operating  Agreement,  which  reflect all
restatements  of and  amendments  made  thereto at any time prior to the date of
this Agreement. The membership records of VitroCo and the member list of VitroCo
furnished  to Star  are  complete  and  correct  in all  material  respects  and
accurately reflect the record ownership and the beneficial  ownership of all the
outstanding  membership  interests  of  VitroCo.  Hi-Tech is the sole  member of
VitroCo. No person, other than Hi-Tech is entitled to receive Star Shares due to
such person's ownership of securities of VitroCo. Neither Hi-Tech nor VitroCo is
in  default  under  or  in  violation  of  any  provision  of  its  Articles  of
Organization or respective operating agreements in any material respect. VitroCo
is not  in any  material  default  or in  violation  of any  restriction,  lien,
encumbrance, indenture, contract, lease, sublease, loan agreement, note or other
obligation  or  liability  by which it is bound or to which any of its assets is
subject,  except as disclosed in the Vitro  Financial  Statement.  VitroTech has
delivered  to Star true,  accurate  and complete  copies of its  Certificate  of
Incorporation and Bylaws,  which reflect all restatements of and amendments made
thereto at any time prior to the date of this Agreement. The records of meetings
of the stockholders  and Boards of Directors of VitroTech  furnished to Star are
complete and correct in all material  respects.  The stock  records of VitroTech
and the  stockholder  list of  VitroTech  furnished to Star and are complete and
correct in all material respects and accurately reflect the record ownership and
the beneficial  ownership of all the outstanding  shares of VitroTech's  capital
stock and any other outstanding securities issued by VitroTech. VitroTech is not
in  default  under  or in  violation  of any  provision  of its  Certificate  of
Incorporation  or  Bylaws  in  any  material  respect.  VitroTech  is not in any
material  default  or  in  violation  of  any  restriction,  lien,  encumbrance,
indenture,  contract,  lease, sublease, loan agreement, note or other obligation
or  liability  by which it is bound or to which any of its  assets  is  subject,
except as disclosed in the Vitro Financial Statement.


                                      -5-
<PAGE>

      4.3 Authority Relative to this Agreement. Each of Hi-Tech, VitroCo and the
VitroTech  Shareholders  has the requisite power and/or  authority to enter into
this Agreement and carry out its/his/her  obligations hereunder.  The execution,
delivery  and  performance  of this  Agreement  by Hi-Tech  and  VitroCo and the
consummation of the transactions  contemplated  hereby have been duly authorized
by the managing member and sole member, respectively, of Hi-Tech and VitroCo and
no other  action on the part of Hi-Tech or VitroCo are  necessary  to  authorize
this Agreement or the transactions  contemplated hereby. This Agreement has been
duly and  validly  executed  and  delivered  by Hi-Tech,  VitroCo and  VitroTech
Shareholders and constitutes a valid and binding obligation of Hi-Tech,  VitroCo
and VitroTech Shareholders,  enforceable in accordance with its terms, except as
such enforcement may be limited by bankruptcy,  insolvency or other similar laws
affecting  the  enforcement  of  creditors'   rights  generally  or  by  general
principles of equity.

      4.4  Consents  and  Approvals;   No  Violations.   Except  for  applicable
requirements of federal  securities laws and state  securities or blue-sky laws,
no filing with, and no permit, authorization,  consent or approval of, any third
party,  public body or authority is necessary for the consummation by Hi-Tech or
the VitroTech  Shareholders of the transactions  contemplated by this Agreement.
Neither the execution and delivery of this  Agreement by Hi-Tech and VitroCo nor
the  consummation  by  Hi-Tech  of the  transactions  contemplated  hereby,  nor
compliance by Hi-Tech and VitroCo with any of the  provisions  hereof,  will (a)
conflict  with or result in any  breach of any  provisions  of their  respective
Articles of Organization or operating  agreements,  (b) result in a violation or
breach of, or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or acceleration)
under, any of the terms,  conditions or provisions of any note, bond,  mortgage,
indenture,  license,  contract,  agreement or other  instrument or obligation to
which  Hi-Tech or VitroCo is a party or by which it or any of its  properties or
assets  may be bound,  or (c)  violate  any  order,  writ,  injunction,  decree,
statute,  rule or  regulation  applicable  to Hi-Tech or VitroCo,  or any of its
properties or assets,  except in the case of clauses (b) and (c) for violations,
breaches or defaults  which are not in the aggregate  material to either Hi-Tech
or  VitroCo  taken  as a whole.  Neither  the  execution  and  delivery  of this
Agreement  by  VitroTech   Shareholders   nor  the   consummation  by  VitroTech
Shareholders  of  the  transactions   contemplated  hereby,  nor  compliance  by
VitroTech Shareholders with any of the provisions hereof, will (a) conflict with
or  result  in any  breach  of any  provisions  of  VitroTech's  Certificate  of
Incorporation,  (b) result in a violation or breach of, or  constitute  (with or
without  due  notice  or lapse of time or both) a  default  (or give rise to any
right of termination,  cancellation or  acceleration)  under,  any of the terms,
conditions  or  provisions  of any note,  bond,  mortgage,  indenture,  license,
contract,  agreement or other  instrument  or  obligation to which the VitroTech
Shareholders is a party or by which it or any of its properties or assets may be
bound, or (c) violate any order,  writ,  injunction,  decree,  statute,  rule or
regulation  applicable  to  VitroTech  Shareholders  or  VitroTech,  or  any  of
VitroTech's  properties or assets, except in the case of clauses (b) and (c) for
violations,  breaches or  defaults  which are not in the  aggregate  material to
either VitroTech Shareholders or VitroTech taken as a whole.


                                      -6-
<PAGE>

      4.5 Financial Statements.

            (a) Each of Hi-Tech,  VitroCo and VitroTech shall deliver to Star an
unaudited balance sheet as at Decemebr 31, 2003 and January 28, 2004 and related
income  statement for calendar year 2003 and for the period beginning on January
1, 2004 through January 28, 2004 (the "Vitro Financial Statements").

            (b) The Vitro Financial Statements,  (i) are complete and correct in
all material respects,  (ii) have been prepared on a financial  statement basis,
(iii)  fairly and  accurately  present in all material  respects  the  financial
positions of Hi-Tech,  VitroCo and  VitroTech,  as  applicable,  as at the dates
thereof.

            There have not been any changes in accounting methods,  estimates or
principles (for financial  accounting  purposes) at any time since the Financial
Statements,  which have been made,  agreed to or required with respect to either
Hi-Tech, VitroCo or VitroTech.

      4.6 Events Subsequent to Financial  Statements.  Since the Vitro Financial
Statements (i.e., January 28, 2004), there has not been:

            (a) any sale, lease, transfer,  license or assignment of any assets,
tangible or intangible,  of Hi-Tech, VitroCo or VitroTech,  except for Hi-Tech's
transfer  of assets  to  VitroCo  as  capital  contributions  to Vitro or in the
ordinary course of their businesses;

            (b) any damage, destruction or property loss, whether or not covered
by insurance, affecting adversely the properties or business of Hi-Tech, VitroCo
or VitroTech;

            (c) any declaration or setting aside or payment of any  distribution
with respect to the  membership  interests of Hi-Tech or VitroCo or with respect
to the stock of VitroTech,  or any redemption,  purchase or other acquisition of
any such membership interests or stock;

            (d) except for the  issuance of  membership  interests in Hi-Tech to
Value Plus, LLC, any issuance of membership  interest or the granting,  issuance
or execution of any rights,  options or other commitments by Hi-Tech or VitroCo,
as the case may be,  relating to its  membership  interests  or any  issuance of
stock or the  granting,  issuance or execution  of any rights,  options or other
commitments by VitroTech, as the case may be, relating to its stock;

            (e) any  subjection  to any lien on any of the  assets,  tangible or
intangible, of VitroCo or VitroTech;


                                      -7-
<PAGE>

            (f) any  incurrence  of  indebtedness  or liability or assumption of
obligations by VitroCo or VitroTech  other than VitroCo's  assumption of certain
obligations of Hi-Tech as part of Hi-Tech's  capitalization of VitroCo or in the
ordinary course of their businesses;

            (g) any waiver or release  by VitroCo or  VitroTech  of any right of
any material value;

            (h) any  compensation  or benefits  paid to  officers,  directors or
members of VitroCo or VitroTech;

            (i) any change made or authorized in the Articles of Organization or
Operating  Agreement  of  VitroCo  or  any  change  made  or  authorized  in the
Certificate of Incorporation or Bylaws of VitroTech;

            (j) any damage,  destruction or loss from fire,  water,  accident or
other such casualty (whether or not covered by insurance) to any of VitroCo's or
VitroTech's property or assets;

            (k) any loan to or other  transaction  with any officer or member of
VitroCo giving rise to any claim or right of VitroCo  against any such person or
of such  person  against  VitroCo or any loan to or other  transaction  with any
officer or director of VitroTech  giving rise to any claim or right of VitroTech
against any such person or of such person against VitroTech;

            (l) any merger or  consolidation  with or acquisition of an interest
in any Person or acquired a substantial portion of the assets or business of any
Person or any division or line of business thereof;

            (m) any mortgage,  pledge or grant of a security  interest in any of
VitroCo or VitroTech's material assets, tangible or intangible;

            (n) any writing  down or writing up the value of any of VitroCo's or
VitroTech's  assets (or failed to write down or write up any asset  inconsistent
with the past  practice)  or write  off as  uncollectible  any of  VitroCo's  or
VitroTech's  account  receivable,  except  write-downs  and  write-offs  in  the
ordinary  course of business,  none of which,  individually or in the aggregate,
are material;

            (o) any loan made to or any  guarantee of the  indebtedness  (of any
kind) of any Person;

            (p) any  material  change  in the  customary  operating  methods  of
VitroCo or  VitroTech,  including  policies and  practices  relating to pricing,
selling and marketing;

            (q) any  settlement or compromise of any litigation in which VitroCo
or  VitroTech  is a party to that  would  otherwise  have  been  required  to be
disclosed pursuant to this Agreement;


                                      -8-
<PAGE>

            (r) any failure to renew any of VitroCo's insurance policies that is
scheduled  to  terminate or expire  within  sixty (60)  calendar  days after the
Closing Date;

            (s) any  abandoning or allowing to lapse any  Intellectual  Property
(or any registration or application in respect thereof); or

            (t) any  material  adverse  change in the  condition  (financial  or
otherwise)  of the  properties,  assets,  liabilities  or business of VitroCo or
VitroTech.

      4.7 Undisclosed  Liabilities.  Except as otherwise  disclosed in the Vitro
Financial Statements,  neither Hi-Tech,  VitroCo nor VitroTech have any material
liability  or  obligation  whatsoever,  either  direct or  indirect,  matured or
unmatured, accrued, absolute, contingent or otherwise.

      4.8 Tax Matters.

            (a) Each of  VitroCo  and  VitroTech  has duly  filed  all  material
federal,  state,  local and foreign tax returns  required to be filed by or with
respect  to it with the  Internal  Revenue  Service or other  applicable  taxing
authority,  and no  extensions  with  respect  to such  tax  returns  have  been
requested or granted;

            (b) Each of VitroCo and VitroTech  has paid, or adequately  reserved
against in VitroCo's and VitroTech's  financial  statements,  all material taxes
due, or claimed by any taxing authority to be due, from or with respect to it;

            (c) To the best knowledge of Hi-Tech and VitroCo,  there has been no
material issue raised or material  adjustment  proposed (and none is pending) by
the Internal  Revenue  Service or any other taxing  authority in connection with
any of VitroCo's tax returns;

            (d) To the best knowledge of the VitroTech  Shareholders,  there has
been no material  issue  raised or  material  adjustment  proposed  (and none is
pending)  by the  Internal  Revenue  Service or any other  taxing  authority  in
connection with any of VitroTech's tax returns; and

            (e) No waiver or extension of any statute of  limitations  as to any
material  federal,  state,  local or  foreign  tax  matter  has been given by or
requested from VitroCo or VitroTech.

            For the  purposes  of  this  Section  4.8,  a tax is due  (and  must
therefore  either  be  paid or  adequately  reserved  against  in  VitroCo's  or
VitroTech's  financial statements) only on the last date payment of such tax can
be made without interest or penalties, whether such payment is due in respect of
estimated taxes, withholding taxes, required tax credits or any other tax.

      4.9 Real Property.

            (a) VitroCo has  delivered to Star an accurate and complete list and
description of all real property leased,  occupied or used by VitroCo (the "Real
Property"),  which list specifies the owner of each such Real Property. All Real
Property is suitable  and  adequate  for the  purposes for which it is currently
being  used.  All the  Real  Property  is  occupied  under a valid  and  current
certificate of occupancy or similar permit, and the transactions contemplated by
this Agreement  will not require the issuance of any new or amended  certificate
or permit.


                                      -9-
<PAGE>

            (b) VitroCo does not own any Real Property.  VitroTech does not own,
lease, occupy or use any Real Property.

            (c) VitroCo has delivered to Star  accurate and complete  copies all
leases and subleases (including,  without limitation,  all amendments,  consents
for alterations and documents recording  variations and evidence of commencement
dates  and  expiration  dates)  pursuant  to which any of the Real  Property  is
occupied or used by VitroCo.  Each such lease and  sublease is in full force and
effect and constitutes a legal,  valid and binding obligation of, and is legally
enforceable  against,  the respective  parties  thereto and grants the leasehold
interest it purports  to grant free and clear of all  Encumbrances.  VitroCo has
complied with all of the material provisions of such leases and subleases and is
not in default  thereunder in any material  respect,  and there has not occurred
any event which (whether with or without notice,  lapse of time or the happening
or occurrence of any other event) would  constitute such a default.  VitroCo has
not  received  any notice of  cancellation  or  termination  under such lease or
sublease  or any  notice  of a breach or  default  thereunder,  which  breach or
default  has not been  cured,  and no  lessor  has any right of  termination  or
cancellation  under such lease or  sublease  except  upon a breach or default by
VitroCo  thereunder.  The consummation of the transactions  contemplated by this
Agreement  will not (i) cause any such lease or  sublease  to cease to be legal,
binding and in full force and effect on terms  identical  to those  currently in
effect or (ii)  constitute  a breach or default  under such lease or sublease or
otherwise give the landlord the right to terminate  such lease or sublease.  The
rental set forth in each lease or sublease is the actual rental being paid,  and
there are no separate understandings or agreement with respect to the same.

            (d) None of the Real Property or any leasehold  interest in the Real
Property  is  subject  to any  contract  or  other  restriction  of  any  nature
whatsoever  (recorded or unrecorded)  preventing or limiting  VitroCo's right to
convey or to use it or to be in  peaceful  and  undisturbed  possession  of each
parcel of Real  Property.  VitroCo  has not  leased or  subleased  any parcel or
portion of any parcel of Real Property (including office or commercial space) to
any other  Person,  nor has VitroCo  assigned  its  interest  under any lease or
sublease to any other Person.

            (e) No  portion of the Real  Property  or any  building,  structure,
fixture  or  improvement  thereon  is  the  subject  of,  or  affected  by,  any
condemnation,  eminent  domain  or  inverse  condemnation  proceeding  currently
instituted  or pending,  and VitroCo has no knowledge  that any of the foregoing
are, or will be, the subject of, or affected by, any such proceeding.

      4.10 Books and Records.  VitroCo's and VitroTech's  books and records have
been  delivered  to Star  prior to the  Closing  fully and  fairly  reflect  the
transactions  to which  VitroCo and  VitroTech  is a party or by which it or its
properties are bound.

      4.11  Questionable  Payments.  Neither  VitroCo nor VitroTech,  nor any of
their  respective   employees,   agents  or  representatives  has,  directly  or
indirectly,  made any bribes,  kickbacks,  illegal payments or illegal political
contributions  using  VitroCo  or  VitroTech  funds  or made any  payments  from
VitroCo's or VitroTech's  funds to governmental  officials for improper purposes
or made any illegal  payments from VitroCo's or  VitroTech's  funds to obtain or
retain business.


                                      -10-
<PAGE>

      4.12 Environmental Matters.

            (a)  Definitions.  For the purpose of this Agreement,  the following
terms shall have the meaning herein specified:

                  (i)  "Governmental  Authority"  shall mean the United  States,
each state, each county, each city and each other political subdivision in which
Hi-Tech's, VitroCo's or VitroTech's business, as applicable, is located, and any
court, political  subdivision,  agency or instrumentality with jurisdiction over
Hi-Tech's, VitroCo's or VitroTech's business, as applicable.

                  (ii)  "Environmental  Laws"  shall mean (A) the  Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980, as amended by
the Superfund  Amendments and Reauthorization  Act of 1986, 42 U.S.C.A.  9601 et
seq. ("CERCLA"),  (B) the Resource  Conservation and Recovery Act, as amended by
the  Hazardous  and Solid Waste  Amendment  of 1984,  42  U.S.C.A.  6901 et seq.
("RCRA"), (C) the Clean Air Act, 42 U.S.C.A. 7401 et seq., (D) the Federal Water
Pollution  Control  Act, as amended,  33  U.S.C.A.  1251 et seq.,  (E) the Toxic
Substances Control Act, 15 U.S.C.A. 2601 et seq., (F) all applicable state laws,
and (G) all other laws and ordinances  relating to municipal waste, solid waste,
air  pollution,  water  pollution  and/or the handling,  discharge,  disposal or
recovery of on-site or off-site  hazardous  substances or materials,  as each of
the foregoing has been or may hereafter be amended from time to time.

                  (iii) "Hazardous  Materials" shall mean, among others, (A) any
"hazardous  waste" as defined by RCRA, and regulations  promulgated  thereunder;
(B) any "hazardous substance" as defined by CERCLA, and regulations  promulgated
thereunder;  (C) any "toxic pollutant" as defined in the Federal Water Pollution
Prevention and Control Act, as amended, 33 U.S.C. 1251 et seq.,  (commonly known
as "CWA"  for  "Clean  Water  Act"),  and any  regulations  thereunder;  (D) any
"hazardous air pollutant" as defined in the Air Pollution Prevention and Control
Act, as amended,  42 U.S.C. 7401 et seq. (commonly known as "CAA" for "Clean Air
Act")  and  any  regulations  thereunder;   (E)  asbestos;  (F)  polychlorinated
biphenyls;  (G) any substance the presence of which at the Business Location (as
hereinafter  defined) is prohibited by any Environmental Laws; and (H) any other
substance which is regulated by any Environmental Laws.

                  (iv)  "Hazardous  Materials   Contamination"  shall  mean  the
presence of Hazardous Materials in the soil, groundwater, air or any other media
regulated by the Environmental Laws on, under or around Hi-Tech's,  VitroCo's or
VitroTech's facilities,  as applicable, at levels or concentration which trigger
any requirement under the  Environmental  Laws to remove,  remediate,  mitigate,
abate or otherwise reduce the level or concentration of the Hazardous Materials.
The term "Hazardous  Materials  Contamination"  does not include the presence of
Hazardous  Materials  in process  tanks,  lines,  storage  or  reactor  vessels,
delivery trucks or any other equipment or containers,  which Hazardous Materials
are used in the  manufacture,  processing,  distribution,  use,  storage,  sale,
handling, transportation, recycling, reuse or disposal of the products that were
manufactured and/or distributed by Hi-Tech, VitroCo or VitroTech, as applicable.

                  (v)  "Business   Location"   shall  mean  any  real  property,
building, facility or structure owned, leased or occupied by Hi-Tech, VitroCo or
VitroTech, as applicable, at any time from its inception until the present.


                                      -11-
<PAGE>

            (b) Representations and Warranties. Based on the foregoing, Hi-Tech,
VitroCo and VitroTech represent and warrant that:

                  (i) To the knowledge of Hi-Tech, VitroCo and VitroTech,  after
due  investigation,  there has been no material  failure by Hi-Tech,  VitroCo or
VitroTech  to comply with all  applicable  requirements  of  Environmental  Laws
relating to  Hi-Tech,  VitroCo or  VitroTech  and their  respective  operations,
manufacture,  processing,  distribution, use, treatment, generation,  recycling,
reuses,  sale,  storage,  handling,  transportation or disposal of any Hazardous
Material  and  Hi-Tech,  VitroCo  and  VitroTech  are not  aware of any facts or
circumstances  which could materially impair such compliance with all applicable
Environmental Laws.

                  (ii) Hi-Tech,  VitroCo and VitroTech have not received  notice
from any  Governmental  Authority  or any other  person of any actual or alleged
violation of any Environmental Laws, nor is any such notice anticipated.

                  (iii) Except as provided in Schedule 4.12, to the knowledge of
Hi-Tech, VitroCo and VitroTech,  after due investigation,  Environmental Laws do
not require that any permits,  licenses or similar  authorizations to construct,
occupy or operate any  equipment or  facilities  used in the conduct of Hi-Tech,
VitroCo or VitroTech's business.

                  (iv) No  Hazardous  Materials  are now located at the Business
Location,  and, to the knowledge of Hi-Tech,  VitroCo and  VitroTech,  after due
investigation,  neither  Hi-Tech,  VitroCo  or  VitroTech  has  ever  caused  or
permitted  any  Hazardous  Materials  to be  generated,  placed,  stored,  held,
handled,  located  or used at the  Business  Location,  except  those  which may
lawfully be used, transported, stored, held, handled, generated or placed at the
Business Location in the conduct of Hi-Tech, VitroCo or VitroTech's business.

                  (v)  Hi-Tech,  VitroCo  or  VitroTech  have not  received  any
notices,  whether from a Governmental  Authority or some other third party, that
Hazardous Material Contamination exists at the Business Location or at any other
location  utilized by  Hi-Tech,  VitroCo or  VitroTech  in the conduct of any of
their  respective  businesses nor is Hi-Tech,  VitroCo or VitroTech aware of any
circumstances that would give rise to an allegation of such contamination.

                  (vi) To the knowledge of Hi-Tech, VitroCo or VitroTech,  after
due  investigation,  no investigation,  administrative  order,  consent order or
agreement,  litigation  or  settlement  with respect to  Hazardous  Materials or
Hazardous Materials Contamination is proposed, threatened,  anticipated, pending
or otherwise in existence with respect to the Business  Location or with respect
to any other site controlled or utilized by Hi-Tech, VitroCo or VitroTech in the
operation of their respective businesses.  To the knowledge of Hi-Tech,  VitroCo
or VitroTech, after due investigation, no Business Location is currently on, and
has never been on, any federal or state "Superfund" or "Superlien" list.


                                      -12-
<PAGE>

      4.13 Intellectual Property.

            (a)  VitroCo has  delivered  to Star a true,  correct  and  complete
listing, and brief description of all Intellectual Property owned or licensed by
or  registered in the name of VitroCo or used or held for use in the business of
VitroCo.  The Company owns or possesses all rights to use all such  Intellectual
Property  necessary  to the  conduct of the  business  of  VitroCo  and all such
Intellectual  Property  is free and clear of any  Encumbrance.  VitroCo  has not
received  any notice to the effect  that (i) the  conduct of business by VitroCo
may infringe on any  intellectual  property  right or other legally  protectable
right  of  another,  or (ii)  any  Person  is  using  any  patents,  copyrights,
trademarks,  service marks,  trade names, trade secrets or similar property that
are confusingly similar with Intellectual Property owned by VitroCo. VitroCo has
not  granted any  license or other  right to any other  Person  with  respect to
Intellectual  Property owned by VitroCo.  The  consummation of the  transactions
contemplated  by this Agreement will not result in the termination or impairment
of any of the  Intellectual  Property owned by VitroCo.  VitroTech does not own,
license or use any Intellectual Property.

            (b)  VitroCo  is not aware of any  reason  that  would  prevent  any
pending  trademark,  service  mark,  copyright,  patent  or  other  Intellectual
Property  applications from having  registration  granted.  (c) Any Intellectual
Property  which is licensed or sublicensed  to VitroCo  ("Licensed  Intellectual
Property") has so been identified to Star. With respect to Licensed Intellectual
Property,  (i) VitroCo has delivered to Star correct and complete  copies of all
the  licenses and  sublicenses  (and all  applicable  amendments  and  ancillary
documents) for such Licensed Intellectual  Property,  (ii) all such licenses and
sublicenses  are in full  force and effect and  represent  the entire  agreement
between  licensor and licensee with respect to the  Intellectual  Property being
licensed,  (iii)  the  consummation  of the  transaction  contemplated  by  this
Agreement will not cause any such license or sublicense to cease to be valid and
binding,  nor will it  constitute a breach or default  under any such license or
sublicense  or result in the  licensor or  sublicensor  being given the right to
terminate  such license or  sublicense,  (iv)  neither  Hi-Tech nor VitroCo have
received (or has reason to believe that it will receive) a notice of termination
or cancellation under such license or sublicense, and no licensor or sublicensor
has any right to terminate  any Licensed  Intellectual  Property,  except in the
event of default  thereunder,  (v)  neither  Hi-Tech nor VitroCo are in material
breach  or  default  of and have not  received  (and do not have any  reason  to
believe that it will receive) a notice that it is in material  breach or default
of any Licensed Intellectual Property, (vi) no claims or other actions have been
made or asserted (nor have been  threatened)  against  Hi-Tech or VitroCo either
based upon Hi-Tech's or VitroCo's use of the Licensed  Intellectual  Property or
alleging that any Licensed Intellectual Property is being licensed,  sublicensed
or used in violation  of the rights of any third  party,  and (vii) no Person is
using any patents,  copyrights,  trademarks,  service marks,  trade names, trade
secrets or similar  property that infringe upon or are confusingly  similar with
any Licensed Intellectual Property.

      4.14  Insurance.  VitroCo has  delivered  to Star a list of all  insurance
policies currently carried by VitroCo. Such insurance policies are in full force
and effect and will  continue to be in full force and effect up to and including
the Closing  Date.  VitroCo is the sole owner of each such policy.  All premiums
due on such  policies or renewals  thereof have been timely paid.  Copies of all
insurance policies have been delivered to Star. All such policies:  (i) are, and
at the  time of the  Closing,  shall  be in full  force  and  effect;  (ii)  are
sufficient  for  compliance  in  all  material  respects  by  VitroCo  with  all
requirements of law and of all agreements to which VitroCo is a party; (iii) are
valid,  outstanding,  and enforceable  policies,  and no party to any policy has
repudiated,  or given notice of an intent to repudiate,  any provision  thereof;
and (iv) insure  against risks of the kind  customarily  insured  against and in
amounts customarily carried by companies similarly situated and provide adequate
insurance coverage for VitroCo (including the business and operations  thereof).
VitroCo  is not in breach or  default,  and no event  has  occurred  (including,
without limitation,  the failure to pay any premiums) which with notice or lapse
of time,  would  constitute  a breach  or  default  or  permit  modification  or
termination, under the policy. VitroTech does not have any insurance policies in
effect.


                                      -13-
<PAGE>

      4.15 Contracts. VitroCo has delivered to Star copies of each and every:

            (a) contract or series of related  contracts in excess of $25,000 or
contract for future  services  which  requires the payment by VitroCo of $25,000
annually and is not terminable without penalty upon 30 days (or less) notice;

            (b)  contract  for the  employment  of any key  employee  (including
employment letters and offer letters);

            (c) VitroCo bonus, incentive, deferred compensation,  severance pay,
pension,  profit-sharing,   retirement,  stock  purchase,  stock  option,  stock
incentive  hospitalization,   employees'  insurance  or  other  plan  (including
insurance  policies  on the life of any of  VitroCo's  employee  or  employees),
agreement or arrangement providing employee benefits;

            (d) collective  bargaining  agreement or other  agreements or awards
between VitroCo and any labor union;

            (e) lease to which  VitroCo  is a party (i) which is not  terminable
without  penalty on notice of 30 days or less with respect to personal  property
involving an annual  rental  payment of $25,000 or more, or (ii) with respect to
any real property, whether as lessor or lessee;

            (f) chattel mortgage or conditional sales agreement to which VitroCo
is a party involving $25,000 or more;

            (g)  agreement   between  VitroCo  and  any  Person  (including  any
employee)  relating  to sharing of past,  present or future  commissions,  fees,
billings, revenue, income or profits;

            (h)  agreement  or  arrangement  with any  supplier in which any key
employee  has any  ownership  interest  (other than  shares in a publicly  owned
company) or participation in income or profits; or

            (i) material agreement of VitroCo not made in the ordinary course of
business.

            All of the foregoing are referred to as the  "Contracts." The copies
of each of the Contracts  delivered are accurate and complete.  Each Contract is
in full force and effect and constitutes a legal,  valid and binding  obligation
of, and is legally enforceable against, the respective parties thereto. There is
no material  default with respect to any such  contract  which will give rise to
liability  in  respect  thereof  on the part of  VitroCo  or the  other  parties
thereto.  No notice of default or similar  notice has been given or  received by
VitroCo under any of such contracts. VitroTech is not a party to any Contracts.


                                      -14-
<PAGE>

      4.16 Litigation.  Neither VitroCo nor VitroTech is subject to any judgment
or  order  of  any  court  or  quasijudicial  or  administrative  agency  of any
jurisdiction,  domestic or foreign, nor is there any charge, complaint,  lawsuit
or governmental  investigation  pending  against  VitroCo or VitroTech.  Neither
VitroCo  nor  VitroTech  is a  plaintiff  in any  action,  domestic  or foreign,
judicial or administrative.  There are no existing actions,  suits,  proceedings
against or  investigations  of VitroCo or  VitroTech,  and  neither  VitroCo nor
VitroTech  knows  of  any  basis  for  such  actions,   suits,   proceedings  or
investigations.   There  are  no  unsatisfied  judgments,   orders,  decrees  or
stipulations  affecting VitroCo or VitroTech or to which VitroCo or VitroTech is
a party.

      4.17 Employees.  VitroCo will deliver to Star a complete and accurate list
of all  employees of VitroCo,  setting  forth their  respective  names,  current
positions,  salaries and other  remuneration and benefits as of the date hereof.
Copies of all employment  and consulting  agreements to which VitroCo is a party
have been  delivered to Star.  All  compensation  and other  amounts  payable to
employees  as of the date  hereof were paid or will be paid in  accordance  with
VitroCo's normal payroll practices.  No bonuses have been paid or accrued to any
employee since the date of the Vitro Financial Statements. To the best knowledge
of Hi-Tech and VitroCo,  no present or former  employee of VitroCo has any claim
against  VitroCo on account of or for (a) overtime pay (other than  overtime pay
for the current payroll period), (b) wages, salary or other compensation for any
period (other than the current  payroll  period),  (c) vacation,  sick leave, or
time off,  other than that earned in the current fiscal year (which amounts will
be accrued on the Closing  Financial  Statements),  (d) severance pay or (e) any
violation of statute, ordinance or regulation relating to minimum wages, maximum
hours of work,  termination of employment or similar  matters.  VitroCo is not a
party to or bound by any collective bargaining agreement.  There are no loans or
other  obligations  payable  or owing by VitroCo  to any  stockholder,  officer,
director or employee  of  VitroCo,  nor are there any loans or debts  payable or
owing by any of such persons to VitroCo or any guarantees by VitroCo of any loan
or obligation of any nature to which any such person is a party.  VitroTech does
not have any employees.

      4.18  Employee  Benefit  Plans.  VitroCo has  delivered  to Star copies of
VitroCo's employee benefit plans. All such plans are in material compliance with
all applicable federal, state and local laws, regulations, ordinances, codes and
other legally  binding  rules,  and are not subject to any present or threatened
claim that they are, may be or have been  administered  contrary to any federal,
state or local laws,  regulations,  ordinances,  codes or other legally  binding
rules. VitroTech does not have any employee benefit plans.

      4.19 Legal Compliance. To the best knowledge of VitroCo and Hi-Tech, after
due investigation,  no claim has been filed against VitroCo alleging a violation
of any  applicable  laws and  regulations of foreign,  federal,  state and local
governments and all agencies thereof. VitroCo holds all of the material permits,
licenses,  certificates or other  authorizations of foreign,  federal,  state or
local  governmental  agencies  required  for  the  conduct  of its  business  as
presently conducted. To the best knowledge of the VitroTech Shareholders,  after
due  investigation,  no claim  has  been  filed  against  VitroTech  alleging  a
violation of any applicable laws and regulations of foreign,  federal, state and
local governments and all agencies thereof.  VitroTech holds all of the material
permits,  licenses,  certificates or other  authorizations of foreign,  federal,
state or local governmental agencies required for the conduct of its business as
presently conducted.


                                      -15-
<PAGE>

      4.20 No Subsidiaries. Neither VitroCo nor VitroTech owns any capital stock
or have any interest in any corporation,  partnership, or other form of business
organization.

      4.21  Broker's   Fees.   Neither   Hi-Tech,   VitroCo  nor  the  VitroTech
Shareholders,  nor  anyone on their  behalf  has any  liability  to any  broker,
finder,  investment  banker or agent,  or has agreed to pay any brokerage  fees,
finder's  fees or  commissions,  or to  reimburse  any  expenses  of any broker,
finder, investment banker or agent in connection with this Agreement.

      4.22 No  Disagreements  with  Accountants  and  Lawyers.  Except for those
claims  by  Hi-Tech  against  Price,   Gess  and  Lyon  &  Lyon,  there  are  no
disagreements  of any kind  presently  existing,  or reasonably  anticipated  by
Hi-Tech,  VitroCo or VitroTech  to arise,  between the  accountants  and lawyers
formerly or  presently  employed by Hi-Tech,  VitroCo or  VitroTech  and HiTech,
VitroCo  and  VitroTech  are  current  with  respect  to any  fees  owed  to its
accountants and lawyers.

      4.23 Title to Properties,  Liens and  Encumbrances.  VitroCo and VitroTech
have good title to all properties,  interests in properties and assets reflected
in the Vitro Financial Statements or acquired thereafter,  free and clear of all
Encumbrances.  Such assets and  properties  include all tangible and  intangible
assets,  contracts  and rights  necessary or required  for the  operation of the
business of VitroCo and VitroTech as now or heretofore  conducted.  All material
tangible  assets of VitroCo and  VitroTech are in good  operating  condition and
repair, subject to normal wear and tear, free of defects,  latent or patent, and
are suitable, adequate and fit for the uses for which they are intended or being
used; and such assets and the present use thereof do not violate in any material
respect any applicable licenses,  statutes,  engineering  standards or building,
fire,  zoning,  health and safety or any other laws,  with the  exception of the
Valley Springs property, which does not yet have permits to mine.

      4.24  Leased  Equipment.  VitroCo  has  delivered  to  Star a list  of all
equipment,  other  than  personal  property  and  fixtures,  valued in excess of
$10,000 licensed to or held under similar arrangements, or are in the possession
or custody of VitroCo. VitroTech does not own or lease any equipment.

      4.25 Accounts  Receivable.  VitroCo has delivered to Star a true,  correct
and complete list of all Accounts Receivables,  including an aging thereof as of
the Closing Date. All Accounts Receivables (whether billed, unbilled or accrued)
arose in the ordinary and usual course of VitroCo's  business,  represent  valid
obligations due, and either have been collected in full or VitroCo has no reason
to believe that such  accounts  will not be collected in full within ninety (90)
days after the Closing Date, in the aggregate  amounts reflected  thereon,  with
the exception of the receivables from Seegott, Inc. and Pivot-Malloy.  VitroTech
does not have any Accounts Receivables.


                                      -16-
<PAGE>

      4.26 Bank Accounts.  Each of VitroCo and VitroTech has delivered to Star a
complete list of (i) the names and locations of all  financial  institutions  at
which  VitroCo and  VitroTech  maintain  checking  accounts,  deposit  accounts,
securities  accounts,  safety  deposit  boxes or other  deposits or  safekeeping
arrangements,  the  numbers or other  identification  of all such  accounts  and
arrangement  and the names of all persons  authorized  to draw against any funds
therein  and (ii) the  names of all  Persons  holding  powers of  attorney  from
VitroCo and  VitroTech.  At the time of the Closing,  no additional  Person will
have been  authorized,  from the date  hereof,  to draw on or have access to any
such  accounts  or  deposits  or hold any  power of  attorney  from  VitroCo  or
VitroTech.  All monies and accounts of VitroCo and  VitroTech  shall be held by,
and be accessible only to, VitroCo and VitroTech at the time of the Closing.

      4.27 True Copies.  All copies of documents  delivered or made available to
Star by Hi-Tech, VitroCo or VitroTech in connection with this Agreement are true
and correct copies of the originals thereof.

      4.28  Capitalization.  Hi-Tech  owns  all of the  membership  interest  in
VitroCo. The authorized capital stock of VitroTech consists of 50,000,000 shares
of common stock, par value $0.001 per share, of which 14,873,000  shares are and
at the Closing will be issued and outstanding. All of the outstanding membership
interest  in  VitroCo  and  issued and  outstanding  shares of capital  stock of
VitroTech are duly authorized,  validly issued,  fully paid,  non-assessable and
free of preemptive  rights.  There are no  outstanding  or  authorized  options,
rights, warrants, calls, convertible securities, rights to subscribe, conversion
rights or other  agreements or  commitments  to which  VitroTech or VitroCo is a
party or which are binding upon VitroTech or VitroCo  providing for the issuance
or transfer by VitroTech or VitroCo of additional shares of its capital stock or
additional membership interests, respectively and VitroTech has not reserved any
shares of its capital stock for issuance,  nor are there any  outstanding  stock
option rights,  phantom equity or similar  rights,  contracts,  arrangements  or
commitments which are binding upon VitroTech.  There are no voting trusts or any
other  agreements or  understandings  with respect to the voting of  VitroTech's
capital stock.

      4.29  Litigation and  Governmental  Enforcement.  To the best knowledge of
Vitroco  and  VitroTech,  neither  they nor any of their  affiliates,  officers,
directors or  shareholders  owning 5% or over of its capital stock is a party to
any  action,   suit,   arbitration,   legal  or  administrative   proceeding  or
investigation pending or threatened against it by any federal,  state, municipal
or governmental body, including, but not limited to, the SEC nor are they acting
on behalf of such  governmental  bodies.  To the best  knowledge  of Vitroco and
VitroTech,  neither  they nor any of their  affiliates,  officers,  directors or
shareholders  owning 5% or over of each  entities  capital  stock have ever been
fined, sanctioned, disciplined or imprisoned for any securities violation. There
is no judgment,  order,  writ,  injunction or decree of any court,  governmental
agency,  tribunal or other governmental or regulatory  authority as to which any
of the assets,  properties  or business of Vitroco or  VitroTech or any of their
affiliates, officers, directors or shareholders owning 5% or over of its capital
stock is subject,  and Vitroco and VitroTech knows of no basis for such actions,
suits, proceedings or investigations. Vitroco and VitroTech agree to immediately
provide  Star  with  written   notification   of  any  inquiry  by  any  of  the
aforementioned regulatory bodies should they receive notice of same prior to the
Closing.


                                      -17-
<PAGE>

      4.30 Affiliate Transactions.  Except as disclosed in Schedule 4.30, (a) no
officer or director of Vitroco or VitroTech has any significant  interest in any
entity that is engaged in a business which is in  competition  with the business
of Vitroco or  VitroTech  and (b) no officer or director of Vitroco or VitroTech
is a supplier  to, or a customer of Vitroco or  VitroTech,  or is a party to any
contract.

      4.31  Securities Law  Compliance.  Each of Vitroco and VitroTech has, on a
timely basis,  made any and all appropriate  filings  required by any applicable
SEC rules and  regulations  and state  securities  laws ("Blue Sky Laws") in any
jurisdiction  where Vitroco and VitroTech has offered,  sold or distributed  its
membership interests or shares of its common stock, respectively.  Upon request,
Vitroco  and  VitroTech  shall be  required  to  furnish  in writing to Star all
information within Vitroco's and VitroTech's possession or knowledge required by
the applicable  rules and  regulations  of the SEC and by any  applicable  state
securities laws concerning the method of sale, distribution or other disposition
of VitroTech common stock to its shareholders.

      4.32 Disclosure. The representations and warranties and statements of fact
made by Hi-Tech,  VitroCo and VitroTech  Shareholders  in this Agreement are, as
applicable,  accurate,  correct  and  complete  and do not  contain  any  untrue
statement  of a material  fact or omit to state any material  fact  necessary in
order to make the  statements  and  information  contained  herein  not false or
misleading.

                                    ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES
                          OF STAR AND STAR STOCKHOLDER

      Except as set forth  under the  corresponding  section  of the  disclosure
schedule delivered to VitroCo concurrently herewith (the "Disclosure Schedule"),
which  Disclosure  Schedule  shall be  deemed a part  hereof,  Star and the Star
Stockholder  hereby  represent and warrant,  jointly and severally,  to Hi-Tech,
VitroCo, VitroTech Shareholders as follows:

      5.1 Organization.  Star is a corporation duly organized,  validly existing
and in good standing under the laws of the state of its  incorporation,  and has
the requisite corporate power to carry on its business as now conducted.

      5.2 Capitalization. Star's authorized capital stock consists of 50,000,000
shares of capital stock,  all of which are designated as Common Stock,  of which
11,043,496  shares are issued and  outstanding  and of which  5,000,000  will be
issued and  outstanding  at the Closing.  All issued and  outstanding  shares of
capital  stock  of  Star  are  duly  authorized,  validly  issued,  fully  paid,
non-assessable and free of preemptive rights.  When issued, the Star Shares will
be duly  authorized,  validly  issued,  fully paid,  non-assessable  and free of
preemptive  rights,  there are no  outstanding  or authorized  options,  rights,
warrants, calls, convertible securities, rights to subscribe,  conversion rights
or other agreements or commitments to which Star is a party or which are binding
upon Star  providing  for the issuance by Star or transfer by Star of additional
shares  of Star's  capital  stock and Star has not  reserved  any  shares of its
capital stock for issuance,  nor are there any outstanding  stock option rights,
phantom  equity or similar  rights,  contracts,  arrangements  or commitments to
issue capital stock of Star.  There are no voting trusts or any other agreements
or understandings with respect to the voting of Star's capital stock.


                                      -18-
<PAGE>

      5.3 Certain  Corporate  Matters.  Star is duly licensed or qualified to do
business and is in good standing as a foreign  corporation in every jurisdiction
in which the character of its  properties or nature of its business  requires it
to be so  licensed  or  qualified  other  than such  jurisdictions  in which the
failure to be so licensed or qualified does not, or insofar as can reasonably be
foreseen,  in the  future  will  not,  have a  material  adverse  effect  on its
financial condition,  results of operations or business. Star has full corporate
power and authority and all  authorizations,  licenses and permits  necessary to
carry on the  business in which it is engaged or in which it proposes  presently
to  engage  and to own and use the  properties  owned  and used by it.  Star has
delivered to each of the Purchasers  true,  accurate and complete  copies of its
Articles of  Incorporation  and Bylaws,  which reflect all  restatements  of and
amendments  made  thereto at any time prior to the date of this  Agreement.  The
records  of  meetings  of the  stockholders  and  Boards  of  Directors  of Star
previously  furnished to the Purchasers are complete and correct in all material
respects.  The stock records of Star and the stockholder lists of Star furnished
to Purchasers  are complete and correct in all material  respects and accurately
reflect the record ownership and the beneficial ownership of all the outstanding
shares of Star's capital stock and any other  outstanding  securities  issued by
Star.  Star is not in default  under or in  violation  of any  provision  of its
Articles of Incorporation or Bylaws in any material respect.  Star is not in any
material  default  or  in  violation  of  any  restriction,  lien,  encumbrance,
indenture,  contract,  lease, sublease, loan agreement, note or other obligation
or liability by which it is bound or to which any of its assets is subject. Star
has delivered to the Purchasers a complete copy of Star's financial  records and
tax returns from Star's inception to the Closing Date.

      5.4  Authority  Relative  to this  Agreement.  Each of Star  and the  Star
Stockholder  has the requisite  corporate power and authority to enter into this
Agreement  and to  carry  out  its/his  obligations  hereunder.  The  execution,
delivery and  performance of this Agreement by Star and the  consummation of the
transactions  contemplated  hereby  have  been duly  authorized  by the Board of
Directors  of Star and no other  actions  on the  part of Star is  necessary  to
authorize this Agreement or the transactions contemplated hereby. This Agreement
has  been  duly  and  validly  executed  and  delivered  by Star  and  the  Star
Stockholder and constitutes a valid and binding  obligation of Star and the Star
Stockholder,   enforceable  in  accordance  with  its  terms,   except  as  such
enforcement  may be limited by  bankruptcy,  insolvency  or other  similar  laws
affecting  the  enforcement  of  creditors'   rights  generally  or  by  general
principles of equity.

      5.5  Consents  and  Approvals;   No  Violations.   Except  for  applicable
requirements of federal  securities laws and state  securities or blue-sky laws,
no filing with, and no permit, authorization,  consent or approval of, any third
party, public body or authority is necessary for the consummation by Star of the
transactions contemplated by this Agreement.  Neither the execution and delivery
of this  Agreement  by Star  nor the  consummation  by Star of the  transactions
contemplated  hereby,  nor compliance by Star with any of the provisions hereof,
will (a) conflict with or result in any breach of any  provisions of the charter
or Bylaws of Star,  (b) result in a violation or breach of, or constitute  (with
or without  due notice or lapse of time or both) a default  (or give rise to any
right of termination,  cancellation or  acceleration)  under,  any of the terms,
conditions  or  provisions  of any note,  bond,  mortgage,  indenture,  license,
contract,  agreement or other instrument or obligation to which Star or the Star
Stockholder  is a party or by which it or any of its properties or assets may be
bound, or (c) violate any order,  writ,  injunction,  decree,  statute,  rule or
regulation applicable to Star, or any of its properties or assets, except in the
case of clauses (b) and (c) for  violations,  breaches or defaults which are not
in the aggregate material to Star taken as a whole.


                                      -19-
<PAGE>

      5.6 SEC Documents.  Star has filed all reports  required to be filed by it
under the  Securities  Act and the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  including pursuant to Section 13(a) or 15(d) thereof, for
the two years  preceding  the date  hereof (or such  shorter  period as Star was
required by law to file such material) (the foregoing  materials,  including the
exhibits thereto, being collectively referred to herein as the "SEC Reports") on
a timely basis or has received a valid  extension of such time of filing and has
filed any such SEC Reports prior to the expiration of any such extension.  As of
their respective dates, the SEC Documents complied in all material respects with
the  requirements of the Exchange Act and the rules and regulations  promulgated
thereunder  and none of the SEC  Documents  contained  an untrue  statement of a
material fact or omitted to state a material fact required to be stated  therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.  The financial statements of Star included
in the SEC Documents comply as to form in all material  respects with applicable
accounting  requirements and the published rules and regulations of the SEC with
respect  thereto,  have been  prepared in  accordance  with  generally  accepted
accounting  principles  in the United States  (except,  in the case of unaudited
statements,  as permitted by the applicable form under the Exchange Act) applied
on a consistent basis during the periods involved (except as may be indicated in
the notes thereto) and fairly  present the financial  position of Star as of the
dates thereof and its  statements of operations,  stockholders'  equity and cash
flows for the periods then ended (subject,  in the case of unaudited statements,
to normal  and  recurring  year-end  audit  adjustments  which  were and are not
expected to have a material  adverse  effect on Star,  its  business,  financial
condition  or results of  operations).  Except as and to the extent set forth on
the balance sheet of Star as of December 31, 2003,  including the notes thereto,
Star does not have any liability or obligation of any nature  (whether  accrued,
absolute,  contingent  or  otherwise  and whether  required to be reflected on a
balance sheet or not).

      5.7 Financial Statements.

            (a) Included in the SEC Documents are the audited  balance sheets of
Star as at December 31, 2002 and 2001, and the related statements of operations,
changes in  stockholders'  equity and cash flows for the year ended December 31,
2002, and the periods July 16, 2001  (inception)  through  December 31, 2001 and
July  16,  2001  (inception)  through  December  31,  2002,  together  with  the
unqualified  report  thereon  of  Lesley,  Thomas,  Schwarz & Postma,  Inc.,,  a
Professional    Accountancy    Corporation    ("LTSP"),    independent   auditor
(collectively, "Star's Audited Financials").

            (b) Included in the SEC  Documents  are the  unaudited  consolidated
balance sheets of Star as at September 30, 2003,  and the related  statements of
operations  and cash flows for the twelve  months ended  September  30, 2003, as
reviewed by LTSP ("Star's Interim  Financials").  The unaudited balance sheet at
September 30, 2003 included in Star's Interim Financials is hereinafter referred
to as the  "Unaudited  Balance  Sheet"  and  December  31,  2003 is  hereinafter
referred to as the "Star Balance Sheet Date."

            (c)  Star's  Audited   Financials  and  Star's  Interim   Financials
(collectively  "Star's  Financial  Statements")  are (i) in accordance  with the
books and records of Star,  (ii) correct and complete,  (iii) fairly present the
financial  position and results of operations of Star as of the dates indicated,
and (iv)  prepared in  accordance  with U.S.  GAAP  (except  that (x)  unaudited
financial  statements may not be in accordance  with GAAP because of the absence
of footnotes normally contained therein, and (y) interim (unaudited)  financials
are subject to normal year-end audit  adjustments that in the aggregate will not
have a material adverse effect on Star or its businesses,  financial  conditions
or results of operations.


                                      -20-
<PAGE>

      5.8 Events  Subsequent to Financial  Statements.  Since December 31, 2002,
there has not been any material  adverse  change in the condition  (financial or
otherwise) of the properties,  assets,  liabilities or business of Star,  except
changes  in the  ordinary  course  of  business  that,  individually  and in the
aggregate, have not been materially adverse.

      5.9  Undisclosed  Liabilities.  Except as  otherwise  disclosed  in Star's
Financial  Statements,  Star does not have any material  liability or obligation
whatsoever,  either direct or indirect, matured or unmatured, accrued, absolute,
contingent or otherwise.

      5.10 Tax Matters.

            (a) Star has duly  filed  all  material  federal,  state,  local and
foreign  tax  returns  required  to be filed by or with  respect  to it with the
Internal Revenue Service or other applicable taxing authority, and no extensions
with respect to such tax returns have been requested or granted;

            (b)  Star  has  paid,  or  adequately  reserved  against  in  Star's
Financial Statements, all material taxes due, or claimed by any taxing authority
to be due, from or with respect to it;

            (c) To the best knowledge of Star,  there has been no material issue
raised or material  adjustment  proposed  (and none is pending) by the  Internal
Revenue  Service or any other taxing  authority in connection with any of Star's
tax returns; and

            (d) No waiver or extension of any statute of  limitations  as to any
material  federal,  state,  local or  foreign  tax  matter  has been given by or
requested from Star.

            For the  purposes  of this  Section  5.10,  a tax is due  (and  must
therefore  either be paid or  adequately  reserved  against in Star's  Financial
Statements)  only on the  last  date  payment  of such  tax can be made  without
interest  or  penalties,  whether  such  payment is due in respect of  estimated
taxes, withholding taxes, required tax credits or any other tax.

      5.11 Real Property. Star does not own or lease any real property.

      5.12 Books and Records.  The corporate and financial  books and records of
Star delivered to the  Purchasers  prior to the Closing fully and fairly reflect
the  transactions  to which Star is a party or by which it or its properties are
bound.

      5.13  Questionable  Payments.  Star,  or any of its  employees,  agents or
representatives,  have,  directly or  indirectly,  made any  bribes,  kickbacks,
illegal payments or illegal political  contributions  using Star's funds or made
any payments from Star's funds to governmental  officials for improper  purposes
or made any illegal payments from Star's funds to obtain or retain business.


                                      -21-
<PAGE>

      5.14  Environmental  Matters.  Neither Star nor the Star  Stockholder have
received notice of nor are they aware of any  environmental  matters which could
have a material adverse effect on the assets or operations of Star.

      5.15 Intellectual Property. Star does not own or use any trademarks, trade
names,  service  marks,  patents,  copyrights or any  applications  with respect
thereto.  Star does not have any  knowledge of any claim that,  or inquiry as to
whether, any product,  activity or operation of Star infringes upon or involves,
or has resulted in the  infringement  of, any trademarks,  trade-names,  service
marks,  patents,  copyrights  or other  proprietary  rights of any other person,
corporation  or other  entity;  and no  proceedings  have been  instituted,  are
pending or are threatened.

      5.16 Insurance. Star does not have any insurance policies in effect.

      5.17  Contracts.  Star  does  not  have any  material  contracts,  leases,
arrangements or commitments (whether oral or written). Star is not a party to or
bound by or affected by any contract,  lease, arrangement or commitment (whether
oral or written)  relating to: (a) the employment of any person;  (b) collective
bargaining with, or any  representation  of any employees by, any labor union or
association;  (c) the  acquisition  of  services,  supplies,  equipment or other
personal property;  (d) the purchase or sale of real property; (e) distribution,
agency or  construction;  (f) lease of real or  personal  property  as lessor or
lessee or  sublessor  or  sublessee;  (g)  lending or  advancing  of funds;  (h)
borrowing  of funds or  receipt of  credit;  (i)  incurring  any  obligation  or
liability; or (j) the sale of personal property.

      5.18 Litigation. Star is not subject to any judgment or order of any court
or  quasijudicial  or  administrative  agency of any  jurisdiction,  domestic or
foreign,   nor  is  there  any  charge,   complaint,   lawsuit  or  governmental
investigation  pending  against  Star.  Star is not a  plaintiff  in any action,
domestic or foreign, judicial or administrative.  There are no existing actions,
suits,  proceedings  against or investigations of Star, and neither Star nor the
Star  Stockholder  knows of any basis for such actions,  suits,  proceedings  or
investigations.   There  are  no  unsatisfied  judgments,   orders,  decrees  or
stipulations affecting Star or to which Star is a party.

      5.19 Employees.  Star has no employees. Star does not owe any compensation
of any kind, deferred or otherwise,  to any current or previous employees.  Star
has no written or oral  employment  agreements  with any  officer or director of
Star.  Star is not a party to or bound by any collective  bargaining  agreement.
There  are no  loans  or  other  obligations  payable  or  owing  by Star to any
stockholder,  officer,  director or employee of Star, nor are there any loans or
debts payable or owing by any of such persons to Star or any  guarantees by Star
of any loan or obligation of any nature to which any such person is a party.

      5.20  Employee  Benefit  Plans.  Star does not have any (a)  non-qualified
deferred or incentive  compensation  or retirement  plans or  arrangements,  (b)
qualified  retirement  plans or arrangements,  (c) other employee  compensation,
severance or termination pay or welfare benefit plans,  programs or arrangements
or (d) any related  trusts,  insurance  contracts or other funding  arrangements
maintained, established or contributed to by Star.


                                      -22-
<PAGE>

      5.21  Legal  Compliance.  To the  best  knowledge  of Star  and  the  Star
Stockholder,  after due  investigation,  no claim has been  filed  against  Star
alleging a violation of any applicable laws and regulations of foreign, federal,
state and local  governments  and all  agencies  thereof.  Star holds all of the
material  permits,  licenses,  certificates or other  authorizations of foreign,
federal,  state or local  governmental  agencies required for the conduct of its
business as presently conducted.

      5.22 No  Subsidiaries.  Star  does not own any  capital  stock or have any
interest   in  any   corporation,   partnership,   or  other  form  of  business
organization.

      5.23  Broker's  Fees.  Neither  Star,  nor  anyone on its  behalf  has any
liability to any broker,  finder,  investment  banker or agent, or has agreed to
pay any  brokerage  fees,  finder's  fees or  commissions,  or to reimburse  any
expenses of any broker,  finder,  investment  banker or agent in connection with
this Agreement.

      5.24 Registration  Rights.  Star has not granted or agreed to grant to any
person or entity any rights (including "piggy back" registration rights) to have
any securities of Star registered with the Securities and Exchange Commission or
any other governmental authority that have not been satisfied.

      5.25 Listing and Maintenance Requirements.  Star has not, in the 12 months
preceding  the date  hereof,  received  notice from the trading  market or stock
quotation  system on which Star's Common Stock is listed or quoted to the effect
that Star is not in compliance  with the listing or maintenance  requirements of
such trading  market or stock  quotation  system.  Star is, and has no reason to
believe that it will not in the foreseeable future continue to be, in compliance
with all such listing and maintenance requirements.

      5.26  No  Disagreements  with  Accountants  and  Lawyers.   There  are  no
disagreements of any kind presently existing, or reasonably  anticipated by Star
to arise,  between the accountants and lawyers formerly or presently employed by
Star and Star is current  with respect to any fees owed to its  accountants  and
lawyers.

      5.27 Securities Law Compliance.  Star has, on a timely basis, made any and
all appropriate filings required by any applicable SEC rules and regulations and
Blue Sky Laws in any  jurisdiction  where Star has offered,  sold or distributed
shares of its common stock,  and Star and the Star  Stockholder  represents  and
warrants that:

            (a) All  issued  and  outstanding  shares of Star'  stock  have been
offered,  sold or otherwise  distributed in a manner  compliant with any and all
applicable SEC regulations or state securities  laws, and that Star shall,  upon
request,  be  required  to  furnish in  writing  to  Hi-Tech  or  VitroTech  all
information  within Star's  possession or knowledge  required by the  applicable
rules and  regulations of the SEC and by any applicable  state  securities  laws
concerning the method of sale,  distribution or other disposition of Star common
stock to its  shareholders,  including  but not limited to the  identity of, and
compensation  to be paid to,  any  proposed  underwriter(s)  that may have  been
employed or utilized in connection therewith;


                                      -23-
<PAGE>

            (b) To the best of the  knowledge of Star and the Star  Stockholder,
there is no order preventing or suspending the sale or trading of the securities
of Star that has been issued by the  Securities  and Exchange  Commission or any
similar regulatory agency and Star is not aware of any justification for such an
order to be issued.

      5.28 Title to Properties,  Liens and Encumbrances.  Star has good title to
all  properties,  interests  in  properties  and  assets  reflected  in the Star
Financial Statements or acquired thereafter, free and clear of all Encumbrances.
Such assets and properties include all tangible and intangible assets, contracts
and rights  necessary or required  for the  operation of the business of Star as
now or heretofore  conducted.  All material  tangible assets of Star are in good
operating  condition  and  repair,  subject  to normal  wear and  tear,  free of
defects,  latent or patent, and are suitable,  adequate and fit for the uses for
which they are  intended  or being  used;  and such  assets and the  present use
thereof  do not  violate  in  any  material  respect  any  applicable  licenses,
statutes,  engineering standards or building, fire, zoning, health and safety or
any other laws.

      5.29 Accounts Receivable. Star does not have any Accounts Receivables.

      5.30 Bank Accounts.  Star has delivered to Hi-Tech or VitroTech a complete
list of (i) the names and locations of all financial  institutions at which Star
maintains  checking  accounts,  deposit accounts,  securities  accounts,  safety
deposit  boxes or other  deposits or  safekeeping  arrangements,  the numbers or
other  identification  of all such accounts and arrangement and the names of all
persons  authorized  to draw against any funds therein and (ii) the names of all
Persons  holding  powers of attorney from Star.  At the time of the Closing,  no
additional Person will have been authorized, from the date hereof, to draw on or
have access to any such  accounts or deposits or hold any power of attorney from
Star.  All monies and accounts of Star shall be held by, and be accessible  only
to, Star at the time of the Closing.

      5.31 True Copies.  All copies of documents  delivered or made available to
Hi-Tech,  VitroCo or VitroTech  from Star in connection  with this Agreement are
true and correct copies of the originals thereof.

      5.32 Disclosure. The representations and warranties and statements of fact
made by Star,  and the Star  Stockholder  in this  Agreement are, as applicable,
accurate,  correct and  complete  and do not contain any untrue  statement  of a
material fact or omit to state any material fact  necessary in order to make the
statements and information contained herein not false or misleading.

                                    ARTICLE 6
                                 INDEMNIFICATION

      6.1 Indemnification.  Except for the Star Stockholder,  each party to this
Agreement  ("Indemnifying  Party") will indemnify and hold the other parties and
their directors, officers,  shareholders,  partners, employees and agents (each,
an  "Indemnified  Party")  harmless  from  any  and  all  losses,   liabilities,
obligations,  claims, contingencies,  damages, costs and expenses, including all
judgments,  amounts paid in settlements,  court costs and reasonable  attorneys'
fees and costs of investigation  that any such  Indemnified  Party may suffer or
incur as a result of or relating to any misrepresentation, breach or inaccuracy,
of any of the representations,  warranties,  covenants or agreements made by the
Indemnifying Party in this Agreement. If any action shall be brought against any
Indemnified  Party in respect of which  indemnity may be sought pursuant to this
Agreement,  such Indemnified Party shall promptly notify the Indemnifying  Party
in  writing,  and the  Indemnifying  Party  shall  have the right to assume  the
defense thereof with counsel of its own choosing.  Any  Indemnified  Party shall
have the right to employ separate  counsel in any such action and participate in
the defense  thereof,  but the fees and expenses of such counsel shall be at the
expense  of such  Indemnified  Party  except to the extent  that the  employment
thereof has been specifically  authorized by the Indemnifying  Party in writing,
the  Indemnifying  Party has failed after a reasonable  period of time to assume
such defense and to employ counsel or in such action there is, in the reasonable
opinion of such  separate  counsel,  a material  conflict on any material  issue
between  the  position  of the  Indemnifying  Party  and  the  position  of such
Indemnified  Party. The Indemnifying Party will not be liable to any Indemnified
Party under this Article 6 for any settlement by an  Indemnified  Party effected
without the  Indemnifying  Party's  prior  written  consent,  which shall not be
unreasonably  withheld or delayed; or to the extent, but only to the extent that
a loss,  claim,  damage or liability is attributable to any Indemnified  Party's
breach of any of the representations,  warranties,  covenants or agreements made
by the Indemnified Party in this Agreement.  The indemnification provided for in
this paragraph  shall survive the Closing until the expiration of the applicable
statute of limitations.  Notwithstanding  anything to the contrary  herein,  any
obligation  of Hi-Tech,  VitroCo or VitroTech to indemnify  any party under this
Agreement shall be subject and subordinate to the obligation of VitroCo, and its
successors and assigns,  to indemnify Hi-Tech pursuant to the two (2) Assignment
and Assumption Agreements dated February 3, 2004.


                                      -24-
<PAGE>

      6.2 Indemnification as to the Star Stockholder.  The Star Stockholder will
indemnify  and hold  VitroCo  and  Vitrotech  and their  officer  and  directors
harmless  from any and all losses  and  damages,  including  all  judgments  and
amounts paid in settlements,  that VitroCo or Vitrotech may suffer or incur as a
result of or relating to any breach of any of the representations and warranties
made  specifically  by the Star  Stockholder  as  specified in Article 5 of this
Agreement.  If any action  shall be brought  against  VitroCo  or  Vitrotech  in
respect of which  indemnity  may be sought  pursuant to this Section 6.2 of this
Agreement,  such party seeking to be indemnified  shall promptly notify the Star
Stockholder in writing.  The Star  Stockholder  will not be liable to such party
seeking to be  indemnified  pursuant to this Section 6.2 for any  settlement  by
such  indemnified  party effected without the Star  Stockholder's  prior written
consent,  which shall not be unreasonably  withheld.  The Star Stockholder shall
not  indemnify  VitroCo and Vitrotech  for any court costs,  attorneys'  fees or
costs of investigation  that any such Indemnified Party may suffer or incur as a
result of or relating to any misrepresentation.

      Each party to this Agreement will indemnify and hold the Star  Stockholder
and his  agents  harmless  from any and all  losses,  liabilities,  obligations,
claims,  contingencies,  damages,  costs and expenses,  including all judgments,
amounts paid in  settlements,  court costs and  reasonable  attorneys'  fees and
costs of investigation that the Star Stockholder may suffer or incur as a result
of or relating to any  misrepresentation,  breach or  inaccuracy,  of any of the
representations,  warranties,  covenants or agreements made by the  Indemnifying
Party (as  defined  above) in this  Agreement.  If any  action  shall be brought
against  the Star  Stockholder  in  respect  of which  indemnity  may be  sought
pursuant to this  Agreement,  the Star  Stockholder  shall  promptly  notify the
Indemnifying  Party in writing,  and the Indemnifying Party shall have the right
to assume  the  defense  thereof  with  counsel  of its own  choosing.  The Star
Stockholder  shall have the right to employ separate  counsel in any such action
and  participate  in the  defense  thereof,  but the fees and  expenses  of such
counsel  shall be at the  expense of the Star  Stockholder  except to the extent
that the employment thereof has been specifically authorized by the Indemnifying
Party in writing, the Indemnifying Party has failed after a reasonable period of
time to assume such defense and to employ counsel or in such action there is, in
the  reasonable  opinion of such separate  counsel,  a material  conflict on any
material issue between the position of the  Indemnifying  Party and the position
of the Star Stockholder.  The Indemnifying  Party will not be liable to the Star
Stockholder  under this  Article 6 for any  settlement  by the Star  Stockholder
effected without the Indemnifying Party's prior written consent, which shall not
be unreasonably  withheld or delayed;  or to the extent,  but only to the extent
that  a  loss,   claim,   damage  or  liability  is  attributable  to  the  Star
Stockholder's  breach of any of the  representations,  warranties,  covenants or
agreements made by the Star Stockholder in this Agreement.  The  indemnification
provided for in this paragraph shall survive the Closing until the expiration of
the applicable statute of limitations.  Notwithstanding anything to the contrary
herein,  any obligation of Hi-Tech,  VitroCo or VitroTech to indemnify any party
under this  Agreement  shall be subject and  subordinate  to the  obligation  of
VitroCo,  and its successors and assigns,  to indemnify  Hi-Tech pursuant to the
two (2) Assignment and Assumption Agreements dated February 3, 2004.


                                      -25-
<PAGE>

                                    ARTICLE 7
                     COVENANTS AND AGREEMENTS OF THE PARTIES
                           EFFECTIVE PRIOR TO CLOSING

      7.1 Corporate Examinations and Investigations.  Prior to the Closing, each
party shall be entitled, through its employees and representatives, to make such
investigations and examinations of the books, records and financial condition of
VitroCo,  VitroTech and Star as each party may request. In order that each party
may  have the full  opportunity  to do so,  VitroCo,  VitroTech  and Star  shall
furnish  each party and its  representatives  during  such  period with all such
information concerning the affairs of VitroCo,  VitroTech and Star as each party
or its representatives  may reasonably request and cause VitroCo,  VitroTech and
Star and their respective officers, employees,  consultants, agents, accountants
and attorneys to cooperate fully with each party's representatives in connection
with such review and  examination and to make full disclosure of all information
and  documents  requested  by each party  and/or its  representatives.  Any such
investigations and examinations shall be conducted at reasonable times and under
reasonable  circumstances,  it being  agreed  that any  examination  of original
documents will be at each party's  premises,  with copies thereof to be provided
to each party and/or its representatives upon request.

      7.2  Cooperation;  Consents.  Prior  to  the  Closing,  each  party  shall
cooperate  with the other  parties to the end that the parties  shall:  (i) in a
timely manner make all necessary  filings with, and conduct  negotiations  with,
all  authorities  and other  persons the  consent or  approval of which,  or the
license  or  permit  from  which  is  required  for  the   consummation  of  the
transactions  contemplated  in this  Agreement;  and (ii)  provide to each other
party such  information  as the other party may  reasonably  request in order to
enable it to prepare such filings and to conduct such negotiations.

      7.3 Conduct of Business.  Subject to the provisions hereof,  from the date
hereof  through the Closing,  each of VitroCo,  VitroTech and Star hereto shall:
(i) conduct its business in the ordinary course and in such a manner so that the
representations  and warranties  contained  herein shall continue to be true and
correct in all  material  respects as of the Closing as if made at and as of the
Closing; and (ii) not enter into any material transactions or incur any material
liability  not  required or  specifically  contemplated  hereby,  without  first
obtaining the written  consent of the other parties of this  Agreement.  Without
the prior written  consent of the other parties to this  Agreement , as the case
may be, except as required or specifically contemplated hereby, each party shall
not  undertake or fail to undertake  any action if such action or failure  would
render any of said warranties and representations untrue in any material respect
as of the Closing.


                                      -26-
<PAGE>

      7.4  Litigation.  From the date  hereof  through the  Closing,  each party
hereto shall  promptly  notify the  representative  of the other  parties of any
lawsuits,  claims, proceedings or investigations which after the date hereof are
threatened  or  commenced  against  such party or any of its  affiliates  or any
officer, director, employee,  consultant, agent or shareholder thereof, in their
capacities as such, which, if decided adversely, could reasonably be expected to
have a material  adverse  effect upon the condition  (financial  or  otherwise),
assets, liabilities,  business, operations or prospects of VitroCo, VitroTech or
Star.

      7.5 Notice of Default.  From the date hereof  through  the  Closing,  each
party  hereto  shall  give to the  representative  of the other  parties  prompt
written  notice of the  occurrence  or  existence  of any  event,  condition  or
circumstance  occurring  which would  constitute  a violation  or breach of this
Agreement by such party or which would render inaccurate in any material respect
any of such party's representations or warranties herein.

                                    ARTICLE 8
                    CONDITIONS TO CLOSING; CLOSING DELIVERIES

      8.1 Conditions to  Obligations of Hi-Tech and the VitroTech  Shareholders.
The obligations of Hi-Tech and the VitroTech  Shareholders  under this Agreement
shall be subject to each of the following conditions:

            (a) Closing  Deliveries  of Star.  At the  Closing,  Star shall have
delivered or caused to be delivered to representatives of Hi-Tech the following:

                  (i) resolutions duly adopted by the Board of Directors of Star
authorizing  and  approving  the  execution,  delivery and  performance  of this
Agreement  and the  Securities  Purchase  Agreement  pursuant to which Star will
issue shares of Star Stock to investors in connection  with a private  placement
of Star common stock to close immediately following the Closing Date;

                  (ii)  a  certificate  of  good  standing  for  Star  from  the
Secretary  of State of the State of Nevada,  dated not  earlier  than three days
prior to the Closing Date;

                  (iii) stock certificates  representing the Star Shares bearing
the names of Hi-Tech  and each of the  VitroTech  Shareholders  as  provided  on
Exhibit "A" attached hereto;

                  (iv) a copy of this  Agreement  duly  executed by Star and the
Star Stockholder;

                  (v) executed  resignations  and board  resolutions  appointing
officers and board members satisfactory to counsel for VitroTech; and

                  (vi) evidence of the redemption and  cancellation of 6,043,496
shares of Star common stock held by the certain stockholders;

                  (vii)  such  other  documents  as  Hi-Tech  or  the  VitroTech
Shareholders  may  reasonably   request  in  connection  with  the  transactions
contemplated hereby.


                                      -27-
<PAGE>

            (b)  Representations  and Warranties to be True. The representations
and warranties of Star and the Star  Stockholder  herein contained shall be true
in all  material  respects at the Closing with the same effect as though made at
such time.  Star and the Star  Stockholder  shall have performed in all material
respects  all  obligations  and  complied  in all  material  respects  with  all
covenants and conditions  required by this Agreement to be performed or complied
with by them at or prior to the Closing.

            (d) No Material Adverse Effect.  As of the Closing Date, there shall
have been no Material Adverse Effect with respect to Star since the date hereof.

      8.2 Conditions to Obligations of Star. The  obligations of Star under this
Agreement shall be subject to each of the following conditions:

            (a) Closing  Deliveries  of Hi-Tech.  On the Closing  Date,  Hi-Tech
shall have delivered to Star the following:

                  (i) a  certificate  of good  standing  for  Hi-Tech  from  the
Secretary  of State of the State of Nevada,  dated not  earlier  than three days
prior to the Closing Date;

                  (ii) a copy of this Agreement duly executed by Hi-Tech;; and

                  (iii)  a  certificate   representing  all  of  the  membership
interest  of  VitroCo  bearing  the name of Star  and an  executed  amended  and
restated  VitroCo  Materials,  LLC Operating  Agreement  naming Star as the sole
member; and

                  (iv) such other  documents as Star, the Star  Stockholder  may
reasonably request in connection with the transactions contemplated hereby.

            (b)  Representations  and Warranties to be True. The representations
and warranties of Hi-Tech,  VitroCo and VitroTech  Shareholders herein contained
shall be true in all  material  respects at the Closing  with the same effect as
though made at such time. Hi-Tech,  VitroCo and the VitroTech Shareholders shall
have  performed in all material  respects  all  obligations  and complied in all
material  respects with all covenants and conditions  required by this Agreement
to be performed or complied with by them at or prior to the Closing.

            (c) No Material Adverse Effect.  As of the Closing Date, there shall
have been no  Material  Adverse  Effect  with  respect  to  Hi-Tech,  VitroCo or
VitroTech since the date hereof.


                                      -28-
<PAGE>

                                    ARTICLE 9
                              ADDITIONAL AGREEMENTS

      The parties  hereto will  cooperate  with one another  after  Closing and,
without any further consideration, will execute and deliver such other documents
as shall be reasonably  required  after the Closing and to take any other action
necessary to carry out the intent and purposes of this Agreement.

                                   ARTICLE 10
                               GENERAL PROVISIONS

      10.1 Notices. All notices and other  communications  hereunder shall be in
writing  and shall be deemed to have been duly  given if  delivered  personally,
sent by overnight  courier or mailed by  registered  or certified  mail (postage
prepaid  and  return  receipt  requested)  to the  party  to whom the same is so
delivered,  sent or mailed at addresses set forth on the  signature  page hereof
(or at such other address for a party as shall be specified by like notice).

      10.2  Interpretation.  The headings  contained in this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation  of this Agreement.  References to Sections and Articles refer to
sections and articles of this Agreement unless otherwise stated.

      10.3 Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent  jurisdiction  to be invalid,  void or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions  of this Agreement  shall remain in full force and effect and shall
in no way be affected,  impaired or invalidated  and the parties shall negotiate
in good faith to modify this  Agreement  to preserve  each  party's  anticipated
benefits under this Agreement.

      10.4 Miscellaneous.  This Agreement (together with all other documents and
instruments  referred to  herein):  (a)  constitutes  the entire  agreement  and
supersedes all other prior agreements and  undertakings,  both written and oral,
among the parties  with  respect to the  subject  matter  hereof;  (b) except as
expressly set forth herein,  is not intended to confer upon any other person any
rights or remedies  hereunder  and (c) shall not be assigned by operation of law
or otherwise, except as may be mutually agreed upon by the parties hereto.

      10.5 Separate  Counsel.  Each party hereby expressly  acknowledges that it
has been advised to seek its own separate  legal counsel for advice with respect
to this  Agreement,  and that no  counsel  to any party  hereto  has acted or is
acting as counsel to any other party hereto in connection with this Agreement.

      10.6  Governing  Law;  Venue.  This  Agreement  shall be governed  by, and
construed and enforced in accordance  with, the laws of the State of California,
U.S.A.  Any and all actions brought under this Agreement shall be brought in the
state  and/or  federal  courts of the United  States  sitting in the City of Los
Angeles,  California  and each  party  hereby  waives any right to object to the
convenience of such venue.


                                      -29-
<PAGE>

      10.7 Counterparts and Facsimile Signatures. This Agreement may be executed
in two or more counterparts, which together shall constitute a single agreement.
This Agreement and any documents  relating to it may be executed and transmitted
to any other  party by  facsimile,  which  facsimile  shall be deemed to be, and
utilized in all respects as, an original, wet-inked document.

      10.8  Amendment.  This Agreement may be amended,  modified or supplemented
only by an instrument in writing executed by all parties hereto.

      10.9  Parties  In  Interest:  No  Third  Party  Beneficiaries.  Except  as
otherwise  provided  herein,  the terms and conditions of this  Agreement  shall
inure  to the  benefit  of and be  binding  upon  the  respective  heirs,  legal
representatives,  successors and assigns of the parties  hereto.  This Agreement
shall not be deemed to confer  upon any person not a party  hereto any rights or
remedies hereunder.

      10.10  Waiver.  No waiver by any party of any default or breach by another
party of any representation,  warranty,  covenant or condition contained in this
Agreement shall be deemed to be a waiver of any subsequent  default or breach by
such  party of the  same or any  other  representation,  warranty,  covenant  or
condition. No act, delay, omission or course of dealing on the part of any party
in exercising  any right,  power or remedy under this  Agreement or at law or in
equity  shall  operate as a waiver  thereof or otherwise  prejudice  any of such
party's rights, powers and remedies. All remedies,  whether at law or in equity,
shall be cumulative  and the election of any one or more shall not  constitute a
waiver of the right to pursue other available remedies.

      10.11 Expenses.  At or prior to the Closing,  the parties hereto shall pay
all of their own  expenses  relating to the  transactions  contemplated  by this
Agreement,  including,  without  limitation,  the  fees  and  expenses  of their
respective counsel and financial advisers.

      10.12 Schedules.  If there is any inconsistency  between the statements in
the body of this  Agreement and those in the schedules  (other than an exception
expressly set forth in the schedules with respect to a  specifically  identified
representation  or warranty),  the statements in the body of this Agreement will
control.

      10.13  Construction.   The  parties  have  participated   jointly  in  the
negotiation  and  drafting of this  Agreement.  If an  ambiguity  or question of
intent or interpretation  arises, this Agreement will be construed as if drafted
jointly by the parties and no presumption or burden of proof will arise favoring
or  disfavoring  any party  because of the  authorship  of any provision of this
Agreement.

      10.14.  Incorporation of Exhibits and Schedules. The exhibits,  schedules,
and other  attachments  identified in this Agreement are incorporated  herein by
reference and made a part hereof.

                               [SIGNATURES FOLLOW]


                                      -30-
<PAGE>

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

"STAR:"                                 "STAR STOCKHOLDER:"

Star Computing, Ltd.,
a Nevada corporation

By:________________________________     ________________________________________
   Larry S. Poland                      LARRY S. POLAND
   President


"HI-TECH:"                              "VITROCO:"

Hi-Tech Environmental Products, LLC,    Vitroco Materials, LLC,
a Nevada limited liability company      a Nevada limited liability company


By:________________________________     By:_____________________________________
   Name:                                   Name:
   Title:                                  Title:


"VITROTECH:"

Vitrotech Corporation
a Nevada corporation

By:________________________________
   Name:
   Title:

                       [SIGNATURES CONTINUE ON NEXT PAGE]


                                      -31-
<PAGE>

                             [SIGNATURE PAGE TWO OF
                            STOCK PURCHASE AGREEMENT]

"VITROTECH SHAREHOLDERS:"


___________________________________     ________________________________________
Alan Kruss                              Ivan Joffe


___________________________________     ________________________________________
Laura Tateyama                          Chris Winkler


___________________________________     ________________________________________
Philip Gardner                          Garth Gardner


___________________________________     ________________________________________
John L. Keller                          George M. Bashara


___________________________________     ________________________________________
Bradley P. Gardner, M.D.                Jonathan Kniss


___________________________________     ________________________________________
John M. Frankfort                       Gloria L. Frankfort


___________________________________
Yeong M. Frankfort


___________________________________     ________________________________________
Edward A. Johnson                       Maureen Koch

                       [SIGNATURES CONTINUE ON NEXT PAGE]


                                      -32-
<PAGE>

                            [SIGNATURE PAGE THREE OF
                            STOCK PURCHASE AGREEMENT]

___________________________________     ________________________________________
Norman Borne                            Jackie Lynn


Roc-Tech, LLC                           Lasting Touch, LLC

By:________________________________     By:_____________________________________
   Name:                                   Name:
   Title:                                  Title:


Goldstein Consultants, LLC              Lamb Associates

By:________________________________     By:_____________________________________
   Name:                                   Name:
   Title:                                  Title:


Elgin Investments, LLC

By:________________________________
   Name:
   Title:


                                      -33-
<PAGE>

                     DISCLOSURE SCHEDULE OF HI-TECH, VITROCO
                         AND THE VITROTECH SHAREHOLDERS

This Disclosure Schedule modifies, amends, supplements and discloses, and states
exceptions to, the  representations  and  warranties of Hi-Tech,  VitroCo or the
VitroTech Shareholders, set forth in Section 4 of the Agreement. Each disclosure
herein,  including  but  not  limited  to  those  which  are  contained  on  any
subschedules or exhibits included herein, is made for the sake of convenience as
to all sections of the  Agreement,  even if such  disclosure  is specified for a
single section of the Agreement, without the need for identification of specific
additional sections or repetition, but only to the extent that the disclosure is
reasonably  apparent on its face as being applicable to such other section.  Any
terms not  defined  herein  which are  defined in the  Agreement  shall have the
meaning  set  forth in the  Agreement.  Where  any  representation  or  warranty
contained in the  Agreement is limited or  qualified by the  materiality  of the
matters to which the  representation  or warranty is given, the inclusion of any
matter in this Disclosure Schedule does not constitute a determination that such
matters are material.

4.7   The liabilities  reflected in the Vitro Financial  Statements may not take
      into  account  of  liabilities  due to Hi-Tech or  VitroCo's  vendors  and
      service providers that have provided services to Hi-Tech or VitroCo in the
      ordinary course of their business but that have not yet billed or invoiced
      Hi-Tech or VitroCo as of the date of the Vitro  Financial  Statements  for
      such services. The amount of such liabilities may exceed $500,000.

      Hi-Tech,  VitroCo and VitroTech  hereby  disclose that the U.S. Patent and
      Trademark Office has issued a patent to Polyone  Corporation,  U.S. Patent
      Application  No.   2002-0198121,   issued  December  26,  2002,   entitled
      "Composition  and Method for Improvement of Resin Flow Polymer  Processing
      Equipment",  which  Hi-Tech,  VitroCo  and  VitroTech  believe  may  be an
      infringement upon VitroCo's intellectual property.

4.13  See, Disclosure Schedule Section 4.7 regarding Polyone Corporation patent.

4.31  VitroTech has not made the appropriate  filings under the Blue Sky Laws in
      the jurisdictions in which it sold shares of its founders common stock.


                                      -34-
<PAGE>

                             SCHEDULE OF EXCEPTIONS

      This  Schedule  of  Exceptions  relates  to that  certain  Stock  Purchase
Agreement by and among Star Computing Ltd., a publicly traded Nevada corporation
("Star"),  and Larry S. Poland,  an  individual  stockholder  of Star (the "Star
Stockholder") on the one hand, and Hi-Tech Environmental Products, LLC, a Nevada
limited liability company d/b/a VitroCo ("Hi-Tech"),  VitroCo Materials,  LLC, a
Nevada limited liability company ("VitroCo"),  VitroTech Corporation, a Delaware
corporation   ("Vitrotech")   and   all  of  the   shareholders   of   VitroTech
(collectively,  the "VitroTech  Shareholders") on the other hand, which is dated
as of February 3, 2004 ("Agreement"). This Schedule of Exceptions references the
specific  representations  and  warranties  as to  which an  exception  is made,
provided,  however,  that if an  exception  could  apply to any  other  specific
representation  and warranty,  such exception shall be deemed to have referenced
such other  specific  representation  and warranty if a reasonable  person could
ascertain  the   applicability   of  such   exception  to  such  other  specific
representation and warranty.

      Capitalized  terms used in this Schedule of Exceptions shall have the same
meaning when used in the Agreement unless otherwise specified.  Unless otherwise
designated,  all  information  contained  herein is  effective as of January 30,
2004:

      5.1   Organization. None.

      5.2   Capitalization.   Star's   authorized   capital  stock  consists  of
            50,000,000  shares of capital stock,  all of which are designated as
            Common Stock, of which no more than 5,000,000  shares at the Closing
            will be issued and outstanding.

      5.3   Certain Corporate Matters. None.

      5.4   Authority Relative to this Agreement. None.

      5.5   Consents and Approvals; No Violations. None.

      5.6   SEC Documents. None.

      5.7   Financial Statements. None.

      5.8   Events Subsequent to Financial Statements.

            a)    Star's forward split of its common stock,  which was effective
                  on December 1, 2003.

            b)    Star's  redemption  of  5,043,496  shares of common stock from
                  certain shareholders.

      5.9   Undisclosed Liabilities. None.

      5.10  Tax Matters. None.


                                      -35-
<PAGE>

      5.11  Real Property. None.

      5.12  Books and Records. None.

      5.13  Questionable Payments. None.

      5.14  Environmental Matters. None.

      5.15  Intellectual Property. Domain name www.starcomputingltd.com.

      5.16  Insurance. None.

      5.17  Contracts. None.

      5.18  Litigation. None.

      5.19  Employees. Star has no employees, other than the outgoing management
            of Star, who will be tendering their resignations.

      5.20  Employee Benefit Plans. None.

      5.21  Legal Compliance. None.

      5.22  Subsidiaries.

            a)    Seegott Acquisition Corporation; and

            b)    VitroTech Acquisition Corporation.

      5.23  Broker's Fees. None.

      5.24  Registration Rights. None.

      5.25  Listing and Maintenance Requirements. None.

      5.26  No Disagreements with Accountants and Lawyers. None.

      5.27  Securities Law Compliance. None.

      5.28  Title to Properties, Liens and Encumbrances. None.

      5.29  Accounts Receivable. None.

      5.30  Bank Accounts. None.

      5.31  True Copies. None.

      5.32  Disclosure. None.


                                      -36-
<PAGE>

                           EXHIBITS TO THIS AGREEMENT


                                      -37-
<PAGE>

                                    Exhibit A

               Allocation of Star Shares to VitroTech Shareholders

VitroTech Shareholders                                              Star Shares
----------------------                                              -----------

Philip Gardner                                                          125,000
Lasting Touch, LLC - Elliot Goldstein, Manager                           25,000
Christopher R. Winkler                                                   25,000
John M. & Yeong M. Frankfort                                             37,500
John M. Frankfort & Gloria L. Frankfort                                  12,500
Jonathan Kniss                                                          187,500
Goldstein Consultants, LLC, Elliot Goldstein, Manager                    50,000
Lamb Associates, Diana L. Carlos-Lynch, Trustee                         300,000
Bradley P. Gardner, M.D.                                                125,000
Garth Gardner                                                           125,000
Laura Tateyama                                                           62,500
John Keller                                                              62,500
George M. Bashara                                                       250,000
Ivan Joffe                                                              125,000
Alan Kruss                                                              250,000
Edward Johnson                                                           50,000
RocTech, LLC, Darian Tenace, President                                   37,500
Norman Borne                                                             25,000
Elgin Investments, LLC                                               13,000,000


                                      -38-
<PAGE>

                                    Exhibit B

                       List of Liabilities Assumed by Star

Star  Computing  Limited,  a Nevada  corporation,  that will  change its name to
VitroTech Corporation shortly after the date of this agreement ("Star") will not
directly assume any liabilities of VitroCo. Star, however, will guaranty certain
obligations of VitroCo  Materials,  LLC to: (i) Red Rock Canyon Mineral,  LLC, a
California  limited  liability  company;  (ii) Valley  Springs  Mineral,  LLC, a
California limited liability company; (iii) Hi-Tech Environmental Products, LLC,
a Nevada limited liability company;  (iv) Enviro Investment Group, LLC, a Nevada
limited  liability  company  pursuant  to those  certain  Guaranties  made as of
February 3, 2004 by Star.


                                      -39-