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                                                                    Exhibit 2(v)

                            STOCK PURCHASE AGREEMENT

         THIS AGREEMENT ("Agreement"), made as of July 31, 2002 between Tice
Technology, Inc., a Delaware Corporation ("Seller"), and Jerry Dunlap, a citizen
and resident of Bradley County, Tennessee ("Purchaser");

         WHEREAS, Seller is owner of 100% of the issued and outstanding shares
of MidSouth Sign Company, Inc., a Tennessee corporation ("MS") consisting of 100
shares of no par value stock (the "Stock");

         WHEREAS, Purchaser desires to acquire all of the Stock pursuant to the
terms hereof; and

         WHEREAS, the parties have agreed that the sale and purchase of the
Stock shall be pursuant to and in accordance with further representations,
warranties, covenants and agreements hereinafter made.

         NOW THEREFORE, in consideration of the foregoing, the mutual covenants
and conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties do hereby
agree as follows:

         1.0   Sale of Stock. Seller agrees to sell and Purchaser agrees to
purchase, pursuant to the terms of this Agreement and contingent upon the
conditions herein, the Stock for $1 and conditioned upon the following: (a) the
establishment of a line of credit from seller to buyer of a minimum of $250,000
by August 15, 2002, (b) the advancement of funds from seller to buyer, by the
Closing, for repayment of Branch Banking & Trust Company, a North Carolina
banking corporation ("BB&T"), of the payment by MS of certain debts evidenced by
(i) that certain Promissory Note made by MS in favor of BB&T pursuant to a Loan
Agreement dated July 25, 2000, and (ii) that certain Promissory Note made by MS
in favor of BB&T pursuant to a Loan Agreement dated May 27, 1999 (collectively,
the "BB&T Debt"), (c) repayment of the obligations of MS to Conseco Finance, by
Closing, and 4) Completion of the proposed sale of assets related to MS's
National Survey Associates division by August 1, 2002, a copy of the proposed
transaction which is attached as an exhibit to this agreement Upon repayment of
the BB&T Debt, Purchaser acknowledges that Seller will hold a first position
security interest in all assets of MS until such time as the line of credit and
related obligations are fully satisfied. Purchaser acknowledges that except as
specifically provided herein, Seller is not obligated to satisfy any liabilities
of MS. Purchaser shall have the unrestricted right to assign his rights under
this Agreement, in whole or in part, to any business entity that is owned or
controlled by Purchaser.

               1.1        Closing. The purchase and sale of the Stock, subject
                          to the provisions hereof, shall be as soon as possible
                          but no later than December 31, 2002 (the "Closing
                          Date"). Notwithstanding the foregoing, the obligation
                          of Seller to sell the Stock pursuant to this Agreement
                          shall be expressly conditioned upon approval of the
                          sale of the Stock by the shareholders of Seller.

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                   1.2 Shareholder Voting Agreement. Pat Martin, Mike Atkins,
                   ABMG Holdings, LLC and TLC Financial Services, LLC, all of
                   whom are shareholders of Seller and whose shares represent in
                   the aggregate a majority of the outstanding shares of Seller,
                   shall enter into an agreement as soon as possible pursuant to
                   which they shall agree to approve the sale of MS to
                   Purchaser.

         1.3       Management Agreement. Purchaser and Seller shall enter into
                   Management Agreement in a form acceptable to all parties as
                   soon as possible pursuant to which Purchaser shall manage MS
                   from the Closing Date through the date of approval by the
                   shareholders of Seller of the sale of MS to Purchaser (the
                   "Management Agreement").

         1.4       Option Agreement. Tice Technology, Inc. retains the right to
                   purchase up to 10% of the outstanding stock of the Company,
                   at the sole option of Tice Technology, Inc., for $1 and for a
                   period of ten years. Purchaser agrees to notify Seller at
                   least thirty days in advance of a pending sale of the stock
                   or substantially all the assets during this period.

         2.0   Representations and Warranties of Seller. The Seller represents
         and warrants as follows:

                     2.1   Organization, Standing and Capitalization of MS. MS
               is a Tennessee corporation duly organized, validly existing and
               in good standing under the laws of the State of Tennessee and has
               all necessary corporate power and authority to own its properties
               and to conduct its business as now owned and conducted and does
               not own property or conduct business so as to make it necessary
               for it to qualify to do business in any jurisdiction in which it
               is not now qualified.

               As of the date hereof, the authorized capitalization of MS
         consists of 100 shares of no par value stock of which 100 shares are
         issued and outstanding. All such outstanding shares are duly and
         validly issued, fully paid and non-assessable.

               There are not outstanding any other options, warrants,
         convertible securities or subscriptions to acquire stock or securities
         of MS nor is it obligated to issue any such options, warrants,
         convertible securities or subscriptions.

               2.2   Shareholders. Seller is the only existing shareholder of
         MS.

               2.3   Financial Statements and Conditions. Seller has furnished
         to Purchaser the financial statements of MS for the period April 1,
         2001 to March 31, 2002 and interim financial statements of MS for the
         period April 1, 2002 to June 30, 2002 prepared by its internal
         accountant including the operating statement and balance sheet (the "MS
         Financial Statements"). The MS Financial Statements have been prepared
         from the books and records of MS on a consistent basis throughout the
         period indicated and fairly present the financial position, assets and
         liabilities of MS as of the date of the balance sheet included therein
         and fairly present the results of its operations and contain and
         reflect such reserves for liabilities

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          or obligations whether absolute or contingent or otherwise, and for
          all reasonably anticipated losses and costs in excess of expected
          receipts as required for a fair presentation of the information
          reflected therein and contain and reflect all necessary adjustments as
          to fairly present the financial condition and results of operations of
          MS. As of the Closing Date, MS does not have any liabilities or
          obligations not fully and properly reflected or reserved against in
          the balance sheet except liabilities and obligations incurred by MS in
          the ordinary course of business since July 1, 2002 or otherwise
          reflected in schedules attached hereto.

                2.4   Absence of Certain Changes. Except as may be described in
          Schedule 2.4 attached, since June 30, 2002 there has not occurred:

                     (a) any materially adverse change in the assets,
                liabilities, capitalization, condition (financial or otherwise),
                business or prospects of MS;

                     (b) any damage, destruction or loss (whether or not covered
                by insurance) having a material adverse effect on the assets,
                condition (financial or otherwise), business or prospects of MS
                or;

                     (c) any event or condition or threat thereof which does or
                reasonably might have a materially adverse effect on the assets,
                condition (financial or otherwise), business or prospects of MS.

                     Since June 30, 2002, MS has not, directly or indirectly
                except as may be described in Schedule 2.4;

                            (i)   made any loan or any advance other than in the
                     ordinary course of business;

                            (ii)  declared or paid any dividends on its capital
                     stock or redeemed, purchased or otherwise acquired any
                     shares of its capital stock;

                            (iii) subjected any of its assets to any mortgage,
                     deed or trust, security interest, lien, pledge, conditional
                     sales contract, lease, encumbrance or charge;

                            (iv)  sold, leased or otherwise transferred any of
                     its assets other than in the ordinary course of business;

                            (v)   except for those agreements related to the
                     transaction contemplated herein and except for those
                     agreements referred to in Schedule 2.4, entered into any
                     agreement which is not in the ordinary course of business
                     or which involves consideration given or to be given by MS
                     in excess of Five Thousand Dollars ($5,000.00);

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                            (vi) incurred any obligation or liability for
                     borrowed money, or incurred any other obligation or
                     liability except in the ordinary course of business except
                     for those agreements referred to in Schedule 2.4.

                2.5  Accounts Receivable. Except as may be described in Schedule
          2.5, the accounts receivable reflected in the June 30, 2002 Financial
          Statements, as well as the accounts receivable arising between that
          date and the Closing Date, subject to trade discounts, allowances and
          returns in the ordinary course of business, are and will be valid and
          enforceable, incurred in the ordinary course of the business, and
          payable to and collectible in full by MS without any set-off or
          counterclaim or any reduction except for reserves for bad debts
          reflected in such financial statements.

                2.6  Inventory. Except as set forth on Schedule 2.6, MS has good
          and marketable title to all of its inventories and work in process
          free and clear of all liens, leases, encumbrances, equities,
          conditional sales contracts, security interests, charges and
          restrictions.

                2.7  Income Taxes. Federal income tax and state franchise,
          excise and income tax returns with respect to MS and its shareholders
          have been filed through March 31, 2000. Federal income tax and state
          franchise, excise and income tax returns for the years ended March 31,
          2001 and 2002 have not been filed. All employment tax returns that are
          required to be filed with respect to MS have been filed through March
          31, 2002. To the best of Seller's knowledge, information and belief
          and except as set forth on Schedule 2.7, Seller knows of no subsequent
          events or decisions that would result in a material assessment by the
          tax authorities on returns that have been filed as of the closing
          date.

                2.8  Agreements. Attached as Schedule 2.8 is a true and complete
          list of all indentures, contracts, agreements, arrangements or other
          material obligations, if any, written or oral ("Agreements"), to which
          MS is, as of the date of this Agreement, a party, or by which it is
          bound, except those agreements which individually involve less than
          $5,000 in consideration. The agreements listed in Schedule 2.8 are
          valid and binding obligations of the parties hereto in accordance with
          their respective terms and, to the best of Seller's knowledge and,
          except as set forth on Schedule 2.8, there are no liabilities of MS
          arising from any breach or default prior to the date of this Agreement
          under any provisions of such Agreements and, to the best of Seller's
          knowledge and, except as set forth on Schedule 2.8, no event has
          occurred which through the passage of time or the giving of notice, or
          both, would constitute a breach or default of MS under any such
          agreement. Seller has no reason to believe that any agreement by which
          MS is bound is materially adverse to MS's business, assets or future
          condition (financial or otherwise).

                2.9  Real Property. MS owns no real property.

                2.10 Tangible Personal Property. Schedule 2.10 is a correct and
          complete list of all substantial tangible personal property used in
          the business of MS and owned as of June 30 2002, except for
          inventories of raw material, work in process, finished goods and
          tooling.

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                  2.11 Insurance. Schedule 2.11 contains a list of all insurance
         policies held by MS. MS has not, during the last three fiscal years,
         been denied or had revoked or rescinded any policy of insurance.

                  2.12 Labor, Benefit and Employment Agreements. Schedule 2.12
         is a correct and complete list of all employment agreements, collective
         bargaining and other labor agreements, and pension, bonus and profit
         sharing agreements, deferred compensation, retainer, consulting or
         other agreements to which MS is a party by which it is bound. To the
         best knowledge of Seller, there is not pending or threatened any labor
         dispute, strike or work stoppage that may disrupt the continued
         operation of MS.

                  2.13 Employees, Officers and Directors. Schedule 2.13 is a
         correct and complete list of all salaried employees and their current
         rate of remuneration (including wages and fringe benefits). Such
         Schedule also includes a correct and complete list of all commission
         salesmen and manufacturers' representatives who have received
         commissions or salaries during the last fiscal year naming each and
         setting forth the gross salary and/or commission paid to each in
         respect of the prior calendar year of MS and the rate of salary and
         commission payable to each. Such Schedule also contains a correct and
         complete list of all of the officers and directors of MS and the rate
         of compensation payable to each such person in any and all capacities.

                  2.14 Litigation. Except as set forth in Schedule 2.14, there
         is no legal, administrative, arbitration or other proceeding or
         governmental investigation pending or to the best knowledge of Seller,
         threatened against or otherwise affecting MS or its assets. MS is not
         presently engaged in any legal action to recover claims for monies due
         it or damages sustained by it except as indicated in such Schedule. MS
         is not a party to any order, writ, injunction or decree of any local or
         foreign court, department, agency or instrumentality, except as set
         forth in such Schedule.

                  2.15 Violation of Applicable Law or Other Instruments. Neither
         the execution of this Agreement nor the consummation of the
         transactions contemplated hereby requires any government or
         governmental agency approval nor will such result in a breach of any
         term or provision of or constitute a default or an event which with
         notice or lapse of time or both could constitute a default under any
         lease, license, contract, commitment, indenture, mortgage, deed of
         trust, instrument or other agreement to which MS is a party or by which
         MS or its properties are bound or constitute an event which would
         permit any party to any such agreement to terminate such agreement or
         to accelerate the maturity of any indebtedness or other obligation
         evidenced or incurred pursuant to such agreement or result in the
         creation or imposition of any lien, charge or encumbrance upon any
         asset of MS.

                  2.16 Absence of Undisclosed Liabilities. To the best of
         Seller's knowledge and except as to matters specifically referred to in
         Paragraphs 2.3 through 2.14 of this Section 2, MS as of the date of
         this Agreement has no other liabilities or obligations of any nature,
         whether absolute or contingent, except those incurred since June 30,
         2002 in the ordinary course of business, none of which, individually or
         in the aggregate, are materially adverse. Except as set forth in this
         agreement and in the schedules to this Agreement, Seller does not have
         knowledge or any reasonable basis on which to anticipate the assertion
         against MS as of


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         the date hereof of any liability of any nature, or in any amount, not
         fully reflected or reserved against in the June 30, 2002 Financial
         Statements except those incurred since July 1, 2002 in the ordinary
         course of business.

                  2.17 Adequacy of Representations and Warranties. None of the
         warranties and representations made by Seller herein or in the
         Schedules or documents related hereto or in the June 30, 2002 Financial
         Statements or any certificates of memorandum furnished by Seller or on
         his behalf is known to contain or will contain any untrue statement of
         a material fact or omits or will omit to state a material fact
         necessary in order to make the statements contained herein or therein
         not misleading.

         3.0  Representations and Warranties of Purchaser.  Purchaser represents
and warrants to Seller as follows:

                  3.1 Organization and Standing. Purchaser is an individual and
         has full power and authority to execute, deliver and perform his
         obligations under this Agreement.

         4.0 Additional Covenants and Agreements of Seller. In addition to the
covenants and agreements elsewhere set forth in this Agreement, Seller covenants
and agrees with Purchaser that Seller will:

                  4.1 Delivery of Schedules. To the extent he intends to furnish
         but has yet to complete any of the schedules referred to in Section 2
         above, Seller shall furnish such schedules to Purchaser no later than
         August 15, 2002.

                  4.2 MS Employees. For a period of five (5) years, not employ
         or offer employment to such employees so long as they are employed by
         MS and shall not encourage or solicit such employees to terminate their
         employment.

                  4.3 Information Kept Confidential By Seller. Except where, by
         law or governmental regulation, Seller is required to make disclosure,
         and except for disclosure to attorneys, accountants and other
         professional advisors retained by Seller, Seller shall hold in strict
         confidence all data and information obtained from MS or any officer,
         agent or representative for MS relating to the financial condition,
         results of operation, products or other attributes of MS.

                  4.4 Taxes On Transactions Contemplated. Seller agrees that to
         the extent any of the transactions contemplated by this Agreement give
         rise to or result in the imposition of any capital gains and/or
         personal property tax or fees being imposed by any State, Federal
         and/or local authorities imposed on the Seller, Seller shall assume and
         pay such taxes.

         5.0 Actions at the Closing of the Purchase of MS Stock. Subject to the
terms and conditions hereof and in exchange for the consideration hereinafter
set forth, the parties hereto agree to consummate the following transactions at
a closing on the closing date:

                  5.1 Transfer and Assignment of Stock By Seller. Seller shall
         convey, transfer, assign and deliver, together with all such further
         duly executed and acknowledged assignment or

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     other instruments of transfer as may be reasonably requested by Purchaser,
     the certificate or certificates representing one hundred (100) shares of
     the MS Stock which will constitute 100 percent (100%) of the issued and
     outstanding capital stock of MS.

          5.2  New Capital - Seller. Other than the amounts advanced to Seller
               to repay intercompany amounts due, to be used for the retirement
               of the BB&T Debts and the debt owed Conseco Finance, and the
               establishment of the $250,000 line of credit that will be secured
               by a lien on all assets of MS, Seller has no obligation to
               provide any additional capital to MS.

          5.3  New Capital - Purchaser. Purchaser acknowledges the capital due
               from Seller, and agrees to provide additional working capital if
               needed. Such working capital provided by Purchaser, if any, would
               be subordinate to the capital provided by Seller.

          5.4  Personal Guarantees. Pat Martin, Mike Atkins, Joe Baker, Larry
               Garner and Charles West agree to continue their personal
               guarantees on debts owed by MidSouth Sign Company, Inc. until
               such time they can be reasonably released. Buyers agree to use
               their best efforts to remove guarantees of Pat Martin, Mike
               Atkins, Joe Baker and Larry Garner as soon as possible without
               negative consequences or without damage to MidSouth's ability to
               continue business in a reasonable form.

          5.5  Other. Purchaser agrees to provide management services prior to
               Closing for no cash compensation, and agrees to limit cash
               compensation subsequent to closing to no more than $100,000 until
               the working line of credit established for MS by Seller is fully
               satisfied.

     6.0 Conditions Precedent to Purchaser's Obligation at the Closing. The
obligation of Purchaser hereunder to deliver the consideration at the Closing is
expressly subject to the satisfaction, on or prior to the Closing Date, of all
of the following conditions (compliance with which or the occurrence of which
may be waived in whole or in part by Purchaser in writing):

          6.1  Purchaser's Due Diligence. Purchaser shall have completed a due
     diligence examination of MS and its business.

          6.2  Representations, Warranties and Covenants.

               (a) All representations and warranties of Seller contained in
          this Agreement shall be true and correct as of the Closing Date.
          Schedules attached hereto or subsequently delivered pursuant hereto
          and all amendments thereto, if any, shall likewise be true and correct
          as of the Closing Date;

               (b) Seller shall have performed and satisfied all covenants and
          conditions required by this Agreement to be performed or satisfied by
          it on the Closing Date.

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          6.3 Seller's Certificate. At Closing, Purchaser shall have received a
     certificate dated the Closing Date signed by a duly authorized officer of
     Seller to the effect that Seller has performed and satisfied all covenants
     and conditions required by this Agreement to be performed or satisfied by
     it on or prior to the Closing Date.

          6.4 Approval of Documentation. The form and substance of all opinions,
     covenants, certificates and other documents hereunder shall be satisfactory
     in all reasonable respects to Purchaser's counsel.

          6.5 Resignations as Officers and Directors. The current officers and
     directors shall submit resignations effective the date of Closing.

     7.0 Conditions Precedent to Seller's Obligation to Close. The obligation of
Seller hereunder to consummate the Agreements herein made is expressly subject
to satisfaction on or prior to the Closing Date of the following conditions
(compliance with which or the occurrence of which may be waived in whole or in
part in writing by Seller).

          7.1  Representations, Warranties and Covenants.

               (a) All representations and warranties of Purchaser (or the
          assignee of Purchaser if this Agreement has been assigned) contained
          in this Agreement shall be true and correct in all material respects
          as of the Closing Date.

               (b) Purchaser shall have performed and satisfied all covenants
          and conditions required by this Agreement to be performed or satisfied
          by it on or prior to the Closing Date.

          7.2  Approval of Documentation. The form and substance of all
               opinions, certificates and other documents hereunder shall be
               satisfactory in all reasonable respects to Seller's counsel.

          7.3  Approvals by Lending Institutions. Sellers will obtain necessary
               approvals by MidSouth's creditors and lenders to allow for the
               change of control and continuation of credit facilities.

          7.4  Corporate Approvals. Seller will obtain the approval of the Board
               of Directors and shareholders of Tice Technology, Inc. and
               MidSouth Sign Company, Inc.


     8.0 Covenant Not to Compete.

          (a)  In exchange for the consideration described herein, Seller
     agrees, for the periods indicated below, that:

          (i)  During the course of being a shareholder of MS, Seller has had,
     and may continue to have access to and gain knowledge of certain trade
     secrets and

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     confidential customer information regarding customers, accounts and
     procedures of MS including, but not limited to, MS's books and records,
     files, customer and account lists, and other information which has
     reference to any customer or business serviced by MS, which shall
     hereinafter be referred to as "Confidential Client Information." Seller
     acknowledges and agrees that: Confidential Client Information is both
     confidential and a trade secret, is not readily accessible to competitors
     of MS and shall be used by him for the sole benefit of MS; the Confidential
     Client Information has been compiled through and by use of MS's ingenuity,
     time, marketing and product development strategies, policies, labor,
     expense, continuous solicitation, investigation and long experience
     rendering the Confidential Client Information a valuable asset of MS, owned
     solely by MS and is a part of its goodwill; the Confidential Client
     Information consists of, among other things, preferred customers of a
     particularly profitable nature whose identities are not generally know in
     the trade; the nature of MS's business relationship to any client or
     customer solicited, produced, served, marketed or handled by Seller, is
     such that it would normally continue unless interfered with; the nature of
     MS's business is such that a customer will only patronize one business
     provider; and actual use or divulging to others for their use of the
     Confidential Client Information in violation of the terms of this Agreement
     would be unfair use, to MS's extreme prejudice, done with an intent of the
     Seller to injure MS.

          (ii)  For the period of five (5) years from the date of execution
     hereof, Seller will not, directly or indirectly, either on his own account
     or as a partner, joint venturer, consultant, broker, agent, adviser,
     shareholder, member or otherwise either individually or for any other
     person, firm or corporation or otherwise, use or divulge Confidential
     Client Information in any manner or solicit, service, market, divert,
     accept, or handle any business in any way related to the business currently
     conducted by MS for current customers of MS within a three hundred (300)
     mile radius of Knoxville, Tennessee.

          (iii) For the period of five (5) years from the date of execution
     hereof, Seller will not, directly or indirectly, either on his own account
     or as a partner, joint venturer, consultant, broker, agent, adviser,
     shareholder, member or otherwise either individually or for any other
     person, firm or corporation or otherwise, solicit, service, market, divert,
     accept, or handle any business similar to MS's business on the date of this
     Agreement or operate or be affiliated in any manner whatsoever with a
     business of any type engaged in the fabrication of metal products.

          (iv)  For the period of five (5) years from the date of execution
     hereof, Seller will not, directly or indirectly, induce any person employed
     by MS on the date of this Agreement to leave his or her employment with MS.

          (v)   For the period of five (5) years from the date of execution
     hereof, Seller will not use or divulge to any other person or entity for
     its use any Confidential Client Information or trade secrets of MS relating
     to customers or prospects of MS, except in connection with the acquisition
     of A3 Technologies, Inc. and disclosure to governmental authorities and
     professional advisors as needed.

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          (vi) Notwithstanding anything herein to the contrary, Seller shall be
     entitled to make such disclosures as it reasonably believes are required
     under federal or state securities laws and no such disclosures shall be
     deemed to violate any provision of this Agreement.

          (b)  The covenants in paragraphs 8(a)(i)-(vi) are intended to be
     separate and divisible covenants, and if, for any reason, any one or more
     thereof shall be held to be invalid or unenforceable, in whole or in part,
     it is agreed that the same shall not be held to affect the validity or
     enforceability of any other such covenant of this Agreement.

          (c)  The agreement of Seller not to engage in activities prohibited
     herein for the period of time agreed upon herein is a substantial
     consideration of this Agreement. Seller represents and admits that the
     above covenants are manifestly reasonable on their face and the parties
     expressly agree that they are also reasonable as to time and otherwise and
     that same are no greater than is required for the protection of MS. Seller
     agrees that the remedy at law for any breach by it of the above covenants
     will be inadequate and that this Agreement may be enforced by an injunction
     by any competent Court enjoining and restraining any violations hereof,
     including, without limitation, an injunction restraining Seller and any
     other person acting in concert with him from continuance of any act in
     violation of this covenant.

     9.0  Transactions Affecting the MS Stock. Seller agrees that prior to the
Closing Date, Seller will take no action to transfer or encumber the Stock or
cause or permit to be caused any impairment in his ability to sell the Stock
pursuant to the terms of this Agreement and shall take all necessary actions to
preserve and protect his ability to freely transfer the Stock to Purchaser or
his assigns.

     10.0 Finder's and Broker's Fees. The parties to this Agreement represent
that each has not dealt with any broker or finder or any other person who may
claim entitlement to a broker or finder's fee, commission or similar
compensation in connection with any of the transactions contemplated by this
Agreement, and that, insofar as each knows or their dealings or negotiations are
concerned, no finder, broker or other person is entitled to any finder's fee,
broker's fee, commission or similar compensation in connection with any of the
transactions contemplated hereby. Each of the parties to this Agreement agrees
to indemnify and hold harmless the other party against any liability, damage,
cost or expense incurred by reason of breach of the representation and warranty
contained in the first sentence of this Section 10.

     11.0 Survival of Representations and Indemnification.

          11.1 Survival. All statements contained in any Exhibit, Schedule,
     document, certificate or other instrument delivered by or on behalf of any
     party hereto, or in connection with the transactions contemplated hereby,
     shall be deemed to be representations and warranties made pursuant to this
     Agreement and all agreements made by the parties pursuant to this Agreement
     shall survive the consummation of all transactions contemplated by this

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     Agreement and any investigations made by or on behalf of any of the
     parties, provided that claims for damages resulting from breach of any
     representation or warranty must be made on or before the second anniversary
     date of the Closing Date or be deemed waived, provided further however,
     that failure to make a claim based upon an intentional failure of any party
     to disclose (i) any item required to be disclosed pursuant to sections 3
     and 4 herein, or (ii) any item required so as not to make the items so
     disclosed materially misleading on or before the second anniversary of the
     Closing Date shall not be deemed waived.

          11.2 Indemnification by Purchaser. Purchaser agrees to indemnify
     Seller and hold him harmless against and in respects of any and all
     damages, claims, losses, expenses, costs, obligations and liabilities
     (including reasonable attorney's fees) which he may incur or may suffer by
     reason of (i) any breach of or failure by Purchaser to perform any of his
     warranties, guarantees, commitments or covenants in this Agreement; (ii)
     any breach of or failure by Purchaser to perform any obligations arising
     pursuant to the Management Agreement; and (iii) any act or omission of
     Purchaser which constitutes a breach or default hereunder. Consummation of
     the transactions hereunder shall not be deemed or construed to be a waiver
     of any right or remedy of Seller, notwithstanding any facts which Seller
     knew or should have known at the time of the Closing Date, nor shall this
     Section or any other provision of this Agreement be deemed or construed to
     be a waiver of any ground of defense by Seller.

          11.3 Indemnification by Seller. Seller agrees to indemnify Purchaser
     and hold him harmless against and in respect of any and all damages,
     claims, losses, expenses, costs, obligations and liabilities (including
     reasonable attorney's fees and unknown or unrecorded liabilities,
     contingent or other) which Purchaser may incur or may suffer by reason of
     (i) any breach of or failure of Seller to perform any of his warranties,
     guarantees, commitments, or covenants in this Agreement and (ii) any act or
     omission of Seller which constitutes a breach or default hereunder.
     Consummation of the transactions hereunder shall not be deemed or construed
     to be a waiver of any right or remedy of Purchaser notwithstanding any
     facts which Purchaser knew or should have known at the time of the Closing
     Date, nor shall this Section or any other provision of this Agreement be
     deemed or construed to be a waiver of any ground of defense by Purchaser.
     In no event shall the indemnification hereunder exceed the amount of
     consideration received by Seller pursuant to this Agreement.

     12.0 Entire Agreement; Modification; Waivers. This Agreement constitutes
the entire agreement among the parties hereto pertaining to the subject matter
hereof and supersedes all prior and contemporaneous agreements (except those
contemplated hereunder), understandings, negotiations and discussions, whether
oral or written, of the parties, and there are no warranties, representations or
agreements among the parties in connection with the subject matter hereof except
as set forth or referred to herein. No supplement, modification or waiver or
termination of this Agreement or any provisions hereof shall be binding unless
executed in writing by the parties to be bound thereby. No waiver of any of the
provisions of this Agreement shall constitute a waiver of any other provision
(whether or not similar), nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided.

     13.0 Headings. Section and subsection headings are not to be considered
part of this Agreement and are included solely for convenience and are not
intended to be full or accurate descriptions of the content thereof.

                                       11

<PAGE>

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

                                          SELLER:

                                          Tice Technology, Inc.


                                          By:  /s/ Charles R. West
                                             ---------------------
                                             Charles R. West
                                             President



                                          PURCHASER:


                                            /s/ Jerry Dunlap
                                          -----------------------------------
                                                 Jerry Dunlap

                                       12