Merger Agreement

         This Merger Agreement (this "Agreement") dated as of February 7, 2003,
is by and among (i) Prime Medical Services, Inc., a Delaware corporation
("Parent"), (ii) WCI Merger, Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent ("Merger Sub" and, together with Parent, the "Parent
Parties"), (iii) Winemiller Communications, Inc., a Pennsylvania corporation
(the "Company") and (iv) the stockholders of the Company listed on Schedule I
attached hereto (the "Stockholders" and, together with the Company and Parent
Parties, each a "Party" and collectively, the "Parties").

                                    RECITALS:

         Each Party's Board of Directors (or managers, if applicable) believes
it is in its and its stockholders' (members') best interests that Parent acquire
the Company through the statutory merger of the Company with and into Merger Sub
(the "Merger") and, in furtherance thereof, have approved the Merger.

         Pursuant to the Merger all of the Company's issued and outstanding
shares of common stock (the "Company Shares"), each having a par value of $1.00
per share, will be converted into the right to receive a combination of cash and
shares of Parent common stock, par value $0.01 per share ("Parent Common
Shares").

                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants contained herein, each Parent Party, the Company and the
Stockholders agree as follows:

                                   ARTICLE 1.
                                   DEFINITIONS

         Capitalized terms used in this Agreement have the meanings ascribed to
them in Schedule II.

                                   ARTICLE 2.
                                   THE MERGER

         2.1   The Merger. At the Effective Time subject to this Agreement and
Section 252 of the Delaware General Corporation Law and Section 1921 of the
Pennsylvania Business Corporation Law (collectively, the "Corporate Laws"), the
Company will be merged with and into Merger Sub, the Company's separate
corporate existence will cease, and Merger Sub will continue as the surviving
corporation and as a wholly-owned Subsidiary of Parent. Merger Sub as the
surviving corporation after the Merger is sometimes referred to as the
"Surviving Corporation".

         2.2   Closing. The closing of the Merger (the "Closing") will take
place at the offices of Akin, Gump, Strauss, Hauer & Feld, L.L.P. in Austin,
Texas, commencing 10:00 am local time on the second business day following the
satisfaction or waiver of all conditions to consummate the Merger (other than
conditions with respect to actions the respective Parties will take at the
Closing itself) or such other date as Parent and the Company may mutually
determine (the "Closing Date").

         2.3   Actions and Deliveries at Closing. On the Closing Date, the
Parties will cause the Merger to be consummated by filing (i) a Certificate of
Merger with the Secretary of State of Delaware and (ii) Articles of Merger with
the Department of State of Pennsylvania, in each case substantially in the forms
of Exhibit A (the "Merger Certificates") and otherwise in accordance with the
applicable Corporate Law. The date and time the Merger becomes effective as
specified in the Merger Certificates or as otherwise provided in accordance with
the applicable Corporate Law is referred to as the "Effective Time." In addition
at the Closing,

               (a)  The Company or the Stockholders, as applicable, will deliver
to Parent:

                    (i)  An officers' certificate, substantially in the form of
         Exhibit B, duly executed on the Company's behalf, as to whether each
         condition specified in Sections 6.1(a)-(d) has been satisfied in all
         respects.

                    (ii) A secretary's certificate, substantially in the form of
         Exhibit C, duly executed on behalf of the Company.

                    (iii)The Employment Agreements duly executed by the
         appropriate parties thereto (other than Surviving Corporation).

                    (iv) The resignation, effective as of the Closing, of the
         Company's directors and officers.

                    (v)  Termination of the Shareholders' Agreement dated
         August 7, 2002 between the Company and its Stockholders.

                    (vi) Payoff letter duly executed by Community Banks
         including a commitment to file the necessary Termination Statements
         upon receipt of funds.

                    (vii)Copies of filed Termination Statements terminating all
         remaining UCC filings against the Company with the State of
         Pennsylvania (Secretary of the Commonwealth).

         (viii)   All Company Stock Certificates (as defined below).

               (b)  Parent will deliver to the Company:

                    (i)  An officers' certificate, substantially in the form of
         Exhibit D, duly executed on Parent's behalf, as to whether each
         condition specified in Sections 6.2(a) - (c) has been satisfied in all
         respects.

                    (ii) Secretary certificates, substantially in the form of
         Exhibit E, duly executed on behalf of each of Parent and Merger Sub.

                    (iii)The Employment Agreements duly executed by Surviving
         Corporation.

               (c)  Parent will deliver to the Stockholders:

                    (i)  The Cash Consideration allocated in accordance with
         each Stockholder's percentage interest in the Company as set forth on
         Exhibit F.

                    (ii) Stock certificates evidencing each Stockholder's
         ownership of Parent Common Shares due each Stockholder as part of the
         Stock Consideration; provided that an instruction letter from Parent to
         its stock transfer agent instructing issuance of the stock certificates
         shall suffice as long as the stock certificates are delivered to the
         Stockholders within three (3) business days following the Closing.

                    (iii)The Employment Agreements duly executed by Surviving
         Corporation.

         2.4   Effect of the Merger. At the Effective Time, the effect of the
Merger will be as provided in the applicable Corporate Law. At the Effective
Time all the Company's and Merger Sub's property, rights, privileges, powers,
and franchises will vest in the Surviving Corporation, and all debts,
liabilities, and duties of the Company and Merger Sub will become the Surviving
Corporation's debts, liabilities, and duties, but the foregoing does not limit
the rights of the Parent Indemnitees pursuant to ARTICLE 8.

         2.5   Charter and Bylaws. Unless Parent otherwise determines prior to
the Effective Time, at the Effective Time, Merger Sub's Certificate of
Incorporation will be the Surviving Corporation's Certificate of Incorporation
until thereafter amended as provided by Law and such Certificate of
Incorporation; except that Article I of the Surviving Corporation's Certificate
of Incorporation will be amended to read as follows: "The name of the
corporation is "Winemiller Communications, Inc." The Merger Sub's bylaws, as in
effect immediately prior to the Effective Time, will be the Surviving
Corporation's bylaws until thereafter amended.

         2.6   Directors and Officers. Merger Sub's director(s) and officers
immediately prior to the Effective Time will be the Surviving Corporation's
initial director(s) and officers.

         2.7   Effect on Capital  Stock.  At the  Effective  Time,  because of
the Merger and  without  any action on the part of Parent, Merger Sub, or the
Company:

               (a)  Cancellation of Parent-Owned and Company-Owned Stock. Each
Company Share that the Company or any direct or indirect wholly-owned Subsidiary
of Parent or the Company owns immediately prior to the Effective Time
(collectively, "Excluded Company Shares") will be canceled and extinguished
without conversion.

               (b) Capital Stock of Merger Sub. Each share of Merger Sub's
capital stock issued and outstanding immediately prior to the Effective Time
will remain issued and outstanding. Each stock certificate of Merger Sub
evidencing such shares will from and after the Effective Time continue to
evidence ownership of shares of Merger Sub's capital stock.

               (c)  Conversion of Company Stock. Subject to Sections 2.10 and
2.12, all of the Company Shares issued and outstanding immediately prior to the
Effective Time (other than the Company Shares referred to in Section 2.7
(a) above) will be converted into the right to receive at Closing, in the
aggregate, (i) 243,500 Parent Common Shares with an approximate value
of $2,047,838 (the "Stock Consideration"), issued to the Stockholders in the
amounts set forth on Exhibit F hereto, (ii) $2,047,838.27 (the "Cash
Consideration") by wire transfer to accounts designated in writing by each of
the Stockholders to or for the benefit of the Stockholders, as set forth on
Exhibit F hereto, and (iii) upon the expiration of the Holdback Period, an
aggregate amount of approximately $500,000 (the "Holdback Amount"), consisting
of $47,838 in cash (to be held in an interest bearing account) and 53,765
Parent Common Shares minus all set-offs, reductions and reserves pursuant to
Section 8.6, by wire transfer to and delivery in the same manner and proportions
as amounts set forth on Exhibit F (as such amounts may be adjusted pursuant to
Section 2.15, excluding the adjustments under Section 2.15(b) which have been
made as of the Closing, and as otherwise provided in this Agreement,
collectively, the "Conversion Consideration"). All such Company Shares, when so
converted, will no longer be outstanding and will automatically be cancelled and
retired and will cease to exist, and the holder of a certificate ("Company Stock
Certificate") that, immediately prior to the Effective Time, represented
outstanding Company Shares will cease to have any rights with respect thereto,
except the right to receive, upon the surrender of such Company Stock
Certificate, (i) the Conversion Consideration and (ii) certain dividends and
other distributions under Section 2.7(e) without interest, if applicable,
(collectively, the "Merger Consideration").

               (d)  Rights Prior to Surrender and Stock Transfer Books. Until
surrendered as contemplated by Section 2.8, each Company Stock Certificate will
be deemed at any time after the Effective Time to represent only the right to
receive upon such surrender the Merger Consideration. After the Effective Time,
the Company's stock transfer books will be closed and there will be no further
transfers of Company Shares prior to the Effective Time. If, at or after the
Effective Time, Company Stock Certificates are presented to the Surviving
Corporation, they will be canceled and exchanged in accordance with this
Agreement.

               (e) Dividends and Distributions on Merger Consideration. No
dividends or other distributions declared or made having a record date after the
Effective Time will be paid to the holder of any unsurrendered Company Stock
Certificate until the record holder of such Company Stock Certificate has
surrendered it under Section 2.8. Subject to the effect of Laws (including
escheat and abandoned property Laws), following surrender of any such Company
Stock Certificate there will be paid to the record holder of the certificates
representing the Merger Consideration issued in exchange therefor, without
interest, (i) the amount of dividends or other distributions with a record date
after the Effective Time that, absent the failure to surrender such Company
Stock Certificate, theretofore would have been required to be paid with respect
to such Merger Consideration, and (ii) if the payment date for any dividend or
distribution payable with respect to such Merger Consideration has not occurred
prior to the surrender of such Company Stock Certificate, at the appropriate
payment date therefor, the amount of such dividends or other distributions.

         2.8   Surrender of Certificates.

               (a)  Exchange Procedures. At Closing, (i) the holders of Company
Stock Certificates will surrender such certificates to Parent, (ii) upon
surrender of a Company Stock Certificate the holder thereof will be entitled to
receive the applicable Merger Consideration, and (iii) the Company Stock
Certificates so surrendered will forthwith be canceled.

               (b)  Transfers of Ownership. If any certificate for Parent Common
Shares is to be issued in a name other than that in which the Company Stock
Certificate surrendered in exchange therefor is registered, Parent will not be
required to issue such Parent Common Shares until (i) the Company Stock
Certificate so surrendered has been properly endorsed and is otherwise in proper
form for transfer and (ii) the Person requesting such exchange has paid to
Parent or any agent it designates any transfer or other Taxes required because
of the issuance of a certificate for Parent Common Shares in any name other than
that of the registered holder of the Company Stock Certificate surrendered, or
established to the satisfaction of Parent or any agent it designates that such
Tax has been paid or is not payable.

               (c)  No Further Ownership Rights in Company Shares. All Merger
Consideration will be deemed to have been issued in full satisfaction of all
rights pertaining to the Company Shares.

               (d)  Lost, Stolen or Destroyed Certificates. If any Company Stock
Certificate has been lost, stolen, or destroyed, Parent will issue the
applicable Merger Consideration deliverable in respect thereof upon the making
of an affidavit of that fact by the Person claiming such Certificate to be lost,
stolen, or destroyed.

         2.9   Adjustments to Parent Common Shares. The number of Parent Common
Shares constituting the Merger Consideration will be appropriately adjusted to
reflect fully the effect of any stock split, reverse split, stock dividend
(including any dividend of securities convertible into Parent Common Shares),
reorganization, reclassification, recapitalization or other similar change with
respect to Parent Common Shares occurring (including the record date thereof)
after the date hereof and prior to the Effective Time.

         2.10  No Fractional Shares.  No fractional Parent Common Shares will be
issued in the Merger.

         2.11  Tax Treatment. The Parties intend that the Merger constitute a
tax free reorganization under Code Section 368. As such, each of the Parties
agree not to take any action either prior to or after the Effective Time that
would cause the Merger to fail to qualify as a "reorganization" under
Section 368(a) of the Code. The Stockholders and Parent will cause all tax
returns relating to the Company or Merger Sub to be filed on the basis of
treating the Merger as a "reorganization" under Section 368(a) of the Code;
provided, however, that each party shall bear its own risk regarding whether the
transaction is respected as a "reorganization" by applicable taxing authorities.

         2.12  Shares of Dissenting Stockholders. Any Company Shares a
Stockholder properly exercising its dissent or appraisal rights under the
applicable Corporate Law (a "Dissenting Stockholder") holds will be converted
into the right to receive such consideration as may be determined to be due to
such Dissenting Stockholder under the applicable Corporate Law; except that
Company Shares outstanding at the Effective Time that a Dissenting Stockholder
holds for which, after the Effective Time, such Dissenting Stockholder withdraws
its demand to exercise dissenters or appraisal rights or loses its right to
exercise dissenters or appraisal rights as provided in the applicable Corporate
Law, will be deemed to be converted, as of the Effective Time, into the right to
receive the applicable Merger Consideration. The Company will give Parent
(a) prompt notice of any written demands for the exercise of dissenters or
appraisal rights, withdrawals of demands for the exercise of dissenters or
appraisal rights and any other instruments served under the applicable Corporate
Law, and (b) the opportunity to direct all negotiations and proceedings with
respect to demands for exercise of dissenters or appraisal rights under the
applicable Corporate Law. The Company will not voluntarily make any payment with
respect to any purchase demands and will not, except with Parent's prior written
consent, settle or offer to settle any such demands.

         2.13  Taking of Necessary Action; Further Action. If, at any time after
the Effective Time, any such further action is necessary or desirable to carry
out the purposes of this Agreement and to vest the Surviving Corporation with
full right, title and possession to all assets, property, rights, privileges,
powers, and franchises of the Company and Merger Sub, the officers and directors
of the Company, Parent, and Merger Sub are fully authorized in the name of their
respective corporations or otherwise to take, and the Company and Parent will
cause them to take, all such lawful and necessary action.

         2.14  Transfer Restrictions; Legend Certificates.

               (a)  The Stockholders will not transfer any Parent Common Shares
(or interest therein) if such action would constitute a violation of any federal
or state securities or "blue sky" laws. Any attempt to transfer any Parent
Common Shares (or interest therein) not in accordance with this Section will be
null and void and neither Parent nor any transfer agent of such Parent Common
Shares will transfer upon the books of Parent any Parent Common Shares to any
person unless such transfer or attempted transfer is permitted by this
Agreement. Each Stockholder acknowledges that it has been advised of the
promulgation of Rule 144 by the SEC under the Securities Act which permits only
limited resales of securities purchased in private placements subject to the
satisfaction of certain conditions, including, among other things: the
availability of certain current public information about the issuer, the resale
occurring not less than one (1) year after a party has purchased and paid for
the security to be sold, the sale being through a broker in a "broker's
transaction," and the number of shares being sold during any period not
exceeding specified limitations. Each Stockholder acknowledges and understands
that (i) Parent may not at a given time in the future be satisfying the current
public information requirement of Rule 144 even if the one year minimum holding
period has been satisfied; and (ii)although Rule 144 is not the exclusive means
provided for the sale of the Parent Common Shares, the staff of the SEC has
expressed its opinion that persons proposing to sell securities received in a
private placement other than in a registered offering or pursuant to Rule 144
will have a substantial burden of proof in establishing that an exemption from
registration is available. Each Stockholder further agrees that Parent may
condition any transfer of the Parent Common Shares out of Stockholder's name
only when any request for transfer is accompanied by an opinion of counsel
reasonably acceptable in form and substance to Parent's counsel to the effect
that the proposed transfer results in no violation of the Securities Act, or any
other applicable securities laws. Each Stockholder agrees that a legend to this
effect will be placed upon each certificate representing the Parent Common
Shares. Each Stockholder further agrees that Parent may condition any transfer
of the Parent Common Shares out of the Stockholder's name upon a determination,
to the reasonable satisfaction of Parent and its counsel, that the proposed
transfer results in no violation of the Securities Act or any other applicable
securities laws and Parent will not unreasonably delay approval.

               (b)  Each stock certificate Parent delivers to the Stockholders
will be imprinted with legends substantially in the following form:

               THE SHARES THIS CERTIFICATE REPRESENTS HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
         PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
         TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND
         EXCHANGE COMMISSION COVERING SUCH SHARES UNDER THE SECURITIES ACT OR AN
         OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH
         REGISTRATION IS NOT REQUIRED.

               THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN
         CONNECTION WITH A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE
         SECURITIES ACT APPLIES. THESE SHARES MAY ONLY BE TRANSFERRED IN
         ACCORDANCE WITH THE TERMS OF SUCH RULE.

         Each holder desiring to transfer such shares first must furnish the
issuer with (i) a written opinion reasonably satisfactory to the issuer in form
and substance from counsel reasonably satisfactory to the issuer under the
Securities Act and (ii) a written undertaking executed by the desired transferee
satisfactory to the issuer in form and substance agreeing to be bound by the
restrictions on transfer contained herein.

         2.15  Adjustment to Merger  Consideration. The initial aggregate Merger
Consideration contemplated by Section 2.7, (the "Initial Merger Consideration")
will be adjusted as follows:

               (a)  Adjustments to Initial Merger Consideration. The Initial
Merger Consideration will be subject to the following adjustments (collectively,
the "Initial Merger Consideration Adjustments") in the following manner:

                    (i)  Adjusted Long-Term Liabilities. The aggregate Merger
         Consideration will be decreased (increased) by the amount by which the
         Adjusted Long-Term Liabilities exceed (are less than) $1,300,000.

                    (ii) Working Capital. The aggregate Merger Consideration
         will be increased (decreased) by the amount by which the Working
         Capital as of the Closing Date exceeds (is less than) a negative
         (deficit) $363,326.

               (b)  Closing Date Adjustment. Seven calendar days prior to the
expected Closing Date, the Company will deliver to Parent a written statement
(the "Closing Statement") setting forth in detail its good faith calculation and
estimate of the Initial Merger Consideration Adjustments as of the Closing Date
(the "Closing Date Adjustment Amount"). The Initial Merger Consideration, as
adjusted by the Closing Date Adjustment Amount, is referred to as the "Closing
Date Adjusted Merger Consideration." Parent will pay the Closing Date Adjusted
Merger Consideration at the Closing in accordance with Section 2.7(c).

               (c)  Definitive Merger Consideration Adjustment.

                    (i)  As promptly as practicable after the Closing Date, but
         not later than forty-five (45) calendar days thereafter, Parent will
         deliver to the Stockholders a schedule setting forth in reasonable
         detail Parent's calculation of the Initial Merger Consideration
         Adjustments as of the Closing Date based on actual results (the
         "Post-Closing Estimated Adjustment Amount").

                    (ii)     The Post-Closing  Estimated  Adjustment Amount will
         be subject to the Stockholders' review. In reviewing the Post-Closing
         Estimated Adjustment Amount, the Stockholders' will have the right to
         communicate with, and to review the work papers, schedules, memoranda
         and other documents Parent prepared or reviewed in determining the
         Post-Closing Estimated Adjustment Amount and thereafter will have
         access to all relevant books and  records,  all to the extent the
         Stockholders reasonably require to complete their review of Parent's
         calculation of the Post-Closing  Estimated  Adjustment  Amount. Within
         ten calendar days after its receipt of Parent's  calculation of the
         Post-Closing Estimated Adjustment Amount, the Stockholders will advise
         Parent whether, based on such review, they have any exceptions to such
         calculation. Unless the Stockholders deliver to Parent within such ten
         calendar day period a letter describing  their exceptions to Parent's
         calculation of Post-Closing Estimated Adjustment Amount as set forth in
         the schedule Parent delivered under Section 2.15(c)(i), the
         Post-Closing Estimated Adjustment Amount will be conclusive and binding
         on Parent and the Stockholders. If the Stockholders submit a letter
         detailing any exceptions to the calculation of the Post-Closing
         Estimated Adjustment Amount, then (A) for fifteen days after the date
         Parent receives such letter, the Stockholders and Parent will use their
         commercially reasonable efforts to agree on the calculation of the
         Post-Closing Estimated Adjustment Amount and (B) lacking such
         agreement, the matter will be referred to an independent "Big 4"
         accounting firm chosen by Parent (other than KPMG LLP), who will
         determine the correct Post-Closing Estimated Adjustment Amount within
         thirty calendar days of such  referral, which determination will be
         final and binding on Parent and the Stockholders for all purposes.
         The amount determined in accordance with this Section 2.15(c)(ii) is
         the "Conclusive Adjustment Amount." Satisfaction of the Conclusive
         Adjustment Amount by the applicable Party(ies) is due within ten
         calendar days of its final determination and will be paid in cash and
         Parent Common Shares in the same proportions as Cash and Parent Common
         Shares bear to one another in the Holdback Amount. Upon the exhaustion
         of the Holdback Amount, any remaining Conclusive Adjustment Amount will
         be paid in cash and Parent Common Shares in a ratio of 1:1 on a dollar
         for dollar basis.

                                   ARTICLE 3.
                   PARENT PARTY REPRESENTATIONS AND WARRANTIES

         Each Parent Party represents and warrants to the Company that the
statements contained in this ARTICLE 3 are correct and complete as of the date
of this Agreement and will be correct and complete as of the Closing Date (as
though made then and, except as expressly provided in a representation or
warranty, as though the Closing Date were substituted for the date of this
Agreement throughout this ARTICLE 3).

         3.1   Entity Status. Each Parent Party is an entity duly formed or
organized, validly existing and in good standing under the Laws of the
jurisdiction of its formation or organization. Parent has the requisite power
and authority to own or lease its properties and to carry on its business as
currently conducted. The Parent Parties are each duly authorized to conduct
their respective businesses and are in good standing under the laws of each
jurisdiction where such qualification is required. There is no pending or
Threatened Action (or basis therefor) for the dissolution, liquidation,
insolvency, or rehabilitation of any Parent Party.

         3.2   Power and Authority; Enforceability. Each Parent Party has the
organizational power and authority to execute and deliver each Transaction
Document to which it is party, and to perform and consummate the Transactions.
Each Parent Party has taken all action necessary to authorize the execution and
delivery of each Transaction Document to which it is party, the performance of
its obligations thereunder, and the consummation of the Transactions. Each
Transaction Document to which a Parent Party is party has been duly authorized,
executed and delivered by, and is Enforceable against, such Parent Party.

         3.3   No Violation. The execution and delivery of the Transaction
Documents to which a Parent Party is party by such Parent Party and the
performance and consummation of the Transactions by each Parent Party will not
(i) Breach any Law or Order to which such Parent Party is subject or any
provision of its Organizational Documents; (ii) Breach any Contract, Order, or
Permit to which such Parent Party is a party or by which it is bound or to which
any of its assets is subject; (iii) require any Consent, except any SEC and
other filings required to be made by either Parent Party.

         3.4   Brokers' Fees. No Parent Party has any Liability to pay any
compensation to any broker, finder, or agent with respect to the Transactions
for which any Stockholder could become directly or indirectly Liable.

         3.5   Merger Sub. Merger Sub has been formed for the sole purpose of
effecting the Merger and, except as contemplated by this Agreement, Merger Sub
has not conducted any business activities and does not have any material
Liabilities.

         3.6   Capitalization.

               (a)  Parent's authorized capital stock consists of:
(i) 40,000,000 Parent Common Shares, of which 16,931,017 shares are issued and
outstanding and no shares are held in treasury and (ii) 1,000,000 shares of
preferred stock, of which no shares are issued and outstanding. All of the
issued and outstanding Parent Common Shares (i) have been duly authorized, are
validly issued, fully paid, and nonassessable, (ii) were issued in compliance
with all applicable state and federal securities Laws, and (iii) were not issued
in Breach of any Commitments.

               (b)  Except as set forth above, (i) there are no shares of
Parent's capital stock issued or outstanding and (ii) there are no outstanding
subscriptions, options, warrants, rights, convertible securities or other
agreements or commitments of any character obligating Parent to issue any
securities other than (x) outstanding warrants exercisable for 410,000 Parent
Common Shares and (y) as of January 29, 2003, outstanding stock options
exercisable for 2,314,167 Parent Common Shares.

               (c)  The Parent Common Shares to be issued pursuant to this
Agreement will be duly authorized, validly issued, fully paid, and nonassessable
and  will be  issued  in  compliance  with  all  applicable  federal  and  state
securities Laws.

         3.7   Parent's Financial Statements. Parent's financial statements,
including the notes  thereto,  included in the Parent SEC Documents (the "Parent
Financial  Statements")  comply  as  to  form  in  all  material  respects  with
applicable accounting  requirements and with the published rules and regulations
of the SEC with respect  thereto,  have been  prepared in  accordance  with GAAP
consistently  applied  (except as may be  indicated  in the notes  thereto)  and
present fairly Parent's consolidated financial position at the dates thereof and
of its  operations  and cash flows for the periods then ended  (subject,  in the
case of unaudited  statements,  to normal audit adjustments).  Since the date of
the most  recent  balance  sheet  included in the Parent  Financial  Statements,
Parent has not effected  any change in any method of  accounting  or  accounting
practice,  except for any such change required because of a concurrent change in
GAAP.
         3.8   Subsequent Events. Parent has made available to the Company all
public filings and disclosures made with the SEC since December 31, 2002.

         3.9   Foreign Corrupt Practices Act Compliance. Each Parent Party has
not, directly or indirectly,  in connection with its business, made or agreed to
make any  payment to any Person  connected  with or related to any  Governmental
Body,  except payments or  contributions  required or allowed by applicable Law.
The internal accounting controls and procedures of the Company are sufficient to
cause the Company to comply with the Foreign Corrupt Practices Act.

         3.10  Parent Review.  Parent represents and warrants that:

               (a)  It has such knowledge and experience in financial and
business  matters that it is capable of  evaluating  the merits and risks of its
investment in the Company  contemplated hereby, and is able to bear the economic
risk of such investment indefinitely.

               (b)  It has (i) had the opportunity to meet with representative
officers  and other  representatives  of the  Company to discuss  the  Company's
business, assets,  liabilities,  financial condition, cash flow, and operations,
and (ii) received all materials,  documents and other  information that it deems
necessary or advisable to evaluate the Company Shares and the Transactions.

               (c)  It has made its own independent examination, investigation,
analysis and evaluation of the Company,  including  Parent's own estimate of the
value of the Company Shares.

               (d)  It has undertaken such due diligence (including a review of
the Company's assets, properties, liabilities, books, records, and contracts) as
Parent deems adequate, including that described above.

         Nothing in Section 3.10 will preclude the Parent Parties from relying
on the representations, warranties, covenants, and agreements of the Company and
the Stockholders herein or from pursuing their remedies with respect to a Breach
thereof.

         3.11  Representations Complete. Except as and to the extent set forth
in this  Agreement,  no Parent  Party makes any  representations  or  warranties
whatsoever  (INCLUDING,  ANY  IMPLIED OR EXPRESS  WARRANTY  OF  MERCHANTABILITY,
FITNESS  FOR A  PARTICULAR  PURPOSE,  OR  CONFORMITY  TO  MODELS OR  SAMPLES  OF
MATERIALS) to the Company or any Stockholder  and each of them hereby  disclaims
all Liability and responsibility for any representation, warranty, statement, or
information  not  included  herein  that was made,  communicated,  or  furnished
(orally or in writing) to the Company or any Stockholder or its  representatives
(including any opinion, information, projection, or advice that may have been or
may be provided  to the Company or any  Stockholder  by any  director,  officer,
employee,  agent, consultant, or representative of any Parent Party or Affiliate
thereof).

                                   ARTICLE 4.
                         REPRESENTATIONS AND WARRANTIES
                             CONCERNING THE COMPANY

         The Company and each Stockholder represents and warrants to Parent that
the statements contained in this ARTICLE 4 are correct and complete as of the
date of this Agreement and will be correct and complete as of the Closing Date
(as though made then and, except as expressly provided in a representation or
warranty, as though the Closing Date were substituted for the date of this
Agreement throughout this ARTICLE 4), except as set forth in the Schedules the
Company has delivered to Parent on the date hereof.

         4.1   Entity Status. The Company is a corporation duly organized,
validly existing, and in good standing under the Laws of the jurisdiction of its
organization.  The Company is duly  authorized to conduct its business and is in
good standing under the laws of each  jurisdiction  where such  qualification is
required.  The Company has the requisite power and authority necessary to own or
lease its properties  and to carry on its businesses as currently  conducted and
any businesses in which it currently proposes to engage.  Schedule 4.1 lists the
Company's  directors and officers.  The Company has delivered to Parent  correct
and complete  copies of the Company's  Organizational  Documents,  as amended to
date.  The  Company  is not in Breach  of any  provision  of its  Organizational
Documents.  There is no pending or Threatened Action (or Basis therefor) for the
dissolution, liquidation, insolvency, or rehabilitation of the Company.

         4.2   Power and Authority; Enforceability. The Company has the relevant
entity power and  authority  necessary  to execute and deliver each  Transaction
Document to which it is a party and to perform and consummate the  Transactions.
The  Company has taken all action  necessary  to  authorize  the  execution  and
delivery of each Transaction Document to which it is a party, the performance of
the Company's obligations thereunder,  and the consummation of the Transactions.
Each  Transaction  Document  to  which  the  Company  is  party  has  been  duly
authorized, executed, and delivered by, and is Enforceable against, the Company.
Each  Stockholder  has the necessary  power and authority to execute and deliver
each  Transaction  Document to which it is a party and to perform and consummate
the  Transactions.  Each Transaction  Document to which a Stockholder is a party
has been duly authorized, executed and delivered by, and is Enforceable against,
such Stockholder.

         4.3   No Violation. Except as listed on Schedule 4.3, the execution and
the  delivery of the  applicable  Transaction  Documents  by the Company and the
performance of its obligations hereunder and thereunder, and consummation of the
Transactions  by the  Company  will not (a) Breach any Law or Order to which the
Company is subject  or any  provision  of the  Organizational  Documents  of the
Company;  (b) Breach any  Contract,  Order,  or Permit to which the Company is a
party or by which it is bound or to  which  any of its  assets  is  subject  (or
result in the imposition of any Encumbrance upon any of its assets); (c) require
any  Consent,  except any  notifications  or filings  to the  relevant  state or
federal  regulatory   agencies;   (d)  trigger  any  rights  of  first  refusal,
preferential  purchase,  or similar rights; or (e) cause the recognition of gain
or loss for Tax  purposes  with respect to the Company or subject the Company or
its assets to any Tax.

         4.4   Brokers'  Fees.  The Company does not have any Liability to pay
any  compensation  to  any  broker,   finder,  or  agent  with  respect  to  the
Transactions.

         4.5   Capitalization; Shares and Stockholder Information.

               (a)  Capitalization. The Company's authorized Equity Interests
consist of 100,000 Company Shares.  Exhibit G sets forth the number of shares of
each Equity Interest that are issued and outstanding and the number of shares of
each  Equity  Interest  that  are  held  in  treasury.  All  of the  issued  and
outstanding  Company  Shares:  (1) have been  duly  authorized  and are  validly
issued,  fully paid, and  nonassessable,  (2) were issued in compliance with all
applicable  state and federal  securities Laws, (3) were not issued in Breach of
any  Commitments,  and (4) as of the date  hereof  are held of record  and owned
beneficially  by the  Stockholders as set forth in Exhibit G. The Company has no
Commitments outstanding and has no obligation to issue any Commitments.

               (b)  Shares and Stockholder Information. As of the date hereof,
each  Stockholder  holds of record and owns  beneficially  the number of Company
Shares as set forth next to such Stockholder's name in Exhibit G, free and clear
of any Encumbrances  (other than any  restrictions  under the Securities Act and
state securities Laws).  With respect to each  Stockholder,  Exhibit G also sets
forth the address,  state of residence and federal tax identification number (or
social  security  number,  as  applicable)  of such  Stockholder  as of the date
hereof. Except as set forth on Schedule 4.5(b), no Stockholder is a party to any
(i) Contract that could require such Stockholder to sell, transfer, or otherwise
dispose of any capital stock of the Company (other than this  Agreement) or (ii)
other Contract with respect to any Equity Interests of the Company.

         4.6   Records. The copies of the Company's Organizational Documents
that were  provided  to  Parent  are  accurate  and  complete  and  reflect  all
amendments  made through the date hereof.  The Company's  minute books and other
records made  available to Parent for review were correct and complete as of the
date of such review,  no further entries have been made through the date of this
Agreement,  such minute  books and records  contain the true  signatures  of the
persons  purporting  to have  signed  them,  and such  minute  books and records
contain  an  accurate  record of all  actions  of the  stockholders,  directors,
members, managers, or other such representatives of the Company taken by written
consent, at a meeting, or otherwise since formation.

         4.7   Subsidiaries. The Company does not own or control, directly or
indirectly,  any  interest  in any  other  corporation,  association,  or  other
business  entity,  nor is the  Company  a  participant  in  any  joint  venture,
partnership, or similar arrangement.

         4.8   Financial Statements.  Set forth on Schedule 4.8 are the
following financial  statements  (collectively the "Financial Statements"):

               (a)  compiled balance sheets and statements of income, changes in
stockholders'  equity,  and  cash  flow  as of and for the  fiscal  years  ended
December 31, 1999, 2000, and 2001, (the "Most Recent Year End") for the Company;
and

               (b)  an unaudited balance sheet and statements of income, changes
in stockholders'  equity, and cash flow (the "Interim Financial  Statements") as
of and for the twelve months ended  December 31, 2002 (the "Balance Sheet Date")
for the Company.

         Except as set forth on Schedule 4.8, the Financial Statements have been
prepared in accordance with GAAP applied on a consistent basis throughout the
periods covered thereby, present fairly the financial condition of the Company
as of such dates and the results of operations of the Company for such periods,
are correct and complete, and are consistent with the books and records of the
Company; provided, however, that the Interim Financial Statements are subject to
normal year-end adjustments (which will not be material individually or in the
aggregate) and lack footnotes and other presentation items. Since the Balance
Sheet Date the Company has not effected any change in any method of accounting
or accounting practice, except for any such change required because of a
concurrent change in GAAP.

         4.9   Subsequent Events. Except as set forth in Schedule 4.9, since the
Balance  Sheet Date the Company has operated in the Ordinary  Course of Business
and, as of the date hereof,  there have been no events,  series of events or the
lack  of  occurrence  thereof  which,  singularly  or  in  the  aggregate  could
reasonably be expected to have a Material Adverse Effect on the Company. Without
limiting the foregoing and except as set forth in Schedule 4.9, since that date,
none of the following have occurred:

               (a)  The Company has not sold, leased, transferred, or assigned
any  assets  other  than for a fair  consideration  in the  Ordinary  Course  of
Business and sales of assets not exceeding $20,000  singularly or $50,000 in the
aggregate.

               (b)  The Company has not entered into any Contract (or series of
related  Contracts)  either  involving more than $10,000 or outside the Ordinary
Course of Business.

               (c)  No Encumbrance has been imposed upon any assets of the
Company.

               (d)  The Company has not made any capital expenditure (or series
of related capital expenditures) involving more than $20,000 individually,
$50,000 in the aggregate, or outside the Ordinary Course of Business.

               (e)  The Company has not made any capital investment in, any loan
to, or any acquisition of the securities or assets of, any other Person
involving more than $10,000 singularly, $50,000 in the aggregate, or outside the
Ordinary Course of Business.

               (f)  The Company has not issued any note, bond, or other debt
security or created, incurred, assumed, or guaranteed any Liability for borrowed
money  or  capitalized   lease  Contract  either  involving  more  than  $10,000
individually or $50,000 in the aggregate.

               (g)  The Company has not delayed or postponed the payment of
accounts payable or other Liabilities.

               (h)  The Company has not canceled, compromised, waived, or
released any Action (or series of related Actions).

               (i)  The Company has not granted any Contracts or any rights
under or with respect to any Intellectual Property.

               (j)  There has been no change made or authorized to be made to
the Organizational Documents of the Company.

               (k)  The Company has not issued, sold, or otherwise disposed of
any of its Equity Interests.

               (l)  The Company has not declared, set aside, or paid any
dividend or made any distribution with respect to its Equity Interests (whether
in cash or in kind) or redeemed, purchased, or otherwise acquired any of its
Equity Interests.

               (m)  The Company has not experienced any damage, destruction, or
loss (whether or not covered by insurance) to its properties.

               (n)  The Company has not made any loan to, or entered into any
other transaction with, any of its directors, officers, or employees.

               (o)  The Company has not entered into any employment, collective
bargaining, or similar Contract or modified the terms of any existing such
Contract.

               (p)  The Company has not committed to pay any bonus or granted
any increase in the base compensation of any director or officer, or an
employee.

               (q)  The Company has not adopted, amended, modified, or
terminated any bonus, profit-sharing,  incentive, severance, or similar Contract
for the benefit of any of its  directors,  officers,  or employees (or taken any
such action with respect to any other Employee Benefit Plan).

               (r)  The Company has not made any other change in employment
terms for any officer or employee thereof.

               (s)  The Company has not made or pledged to make any charitable
or other capital contribution either involving more than $1,000 (individually or
in the aggregate) or outside the Ordinary Course of Business.

               (t)  There has not been any other occurrence, event, incident,
action, failure to act, or transaction with respect to the Company either
involving more than $20,000 (individually or in the aggregate) or outside the
Ordinary Course of Business.

               (u)  The Company has not committed to any of the foregoing.

         4.10  Liabilities. The Company does not have any Liability (and there
is no basis for any present or future Action or Order against the Company giving
rise to any Liability), except for (a) Liabilities quantified on the face of the
Interim  Financial  Statements  (rather  than  in any  notes  thereto)  and  not
heretofore paid or discharged,  and (b)  Liabilities  that have arisen after the
Balance Sheet Date in the Ordinary Course of Business which,  individually or in
the  aggregate,  are not  material  and other  than  obligations  not yet due or
required by GAAP to be included in the Company's  financial  statements,  are of
the same character and nature as the  Liabilities  quantified on the face of the
Interim  Financial  Statements  (rather  than any notes  thereto)  none of which
results  from or relates to any Breach of Contract,  Breach of  warranty,  tort,
infringement, or Breach of Law, or arose out of any Action or Order.

         4.11  Legal Compliance. The Company has complied with all applicable
Laws,  and no Action is pending or Threatened  (and there is no basis  therefor)
against it alleging any failure to so comply.  No material  expenditures are, or
based on applicable Law, will be required of the Company for it and its business
and operations to remain in compliance with applicable Law.

         4.12  Tax Matters. The Company has filed all Tax Returns that it was
required to file.  All such Tax Returns were  accurate,  correct and complete in
all respects and accurately  reflect the facts  regarding the income,  business,
assets, operations,  activities,  status, or other matters of the Company or any
other  information  required to be shown  thereon.  All Taxes the  Company  owes
(whether or not shown on any Tax Return) have been paid. No Action has ever been
initiated or  Threatened  by a  Governmental  Body in a  jurisdiction  where the
Company  does not file Tax  Returns  that it is or may be subject to Taxation by
that jurisdiction. There are no Encumbrances on any of the assets of the Company
that arose in connection with any failure (or alleged failure) to pay any Tax.

               (a)  The Company and any predecessor has been a validly electing
S corporation within the meaning of Code Section 1361 and 1362 at all times
during its existence and the Company will be an S corporation up to and
including the Closing Date

               (b)  Schedule 4.12(j) identifies every subsidiary of the Company
that is a "qualified subchapter S subsidiary" within the meaning of Code Section
1361(b)(3)(B). Each subsidiary so identified has been a qualified subchapter S
subsidiary at all times since the date shown on such schedule up to and
including the Closing Date.

               (c)  The Company would not be liable for any Tax under Code
Section  1374 if its  assets  (or  the  assets  of any  qualified  subchapter  S
subsidiary)  were sold for  their  fair  market  value as of the  Closing  Date.
Neither the Company nor any  qualified  subchapter S  subsidiary  of the Company
has, in the past ten years (A)  acquired  assets from another  corporation  in a
transaction  in which  the  Company's  Tax  basis for the  acquired  assets  was
determined,  in whole or in part,  by reference to the Tax basis of the acquired
assets (or any other  property) in the hands of the  transferor  or (B) acquired
the stock of any corporation which is a qualified subchapter S subsidiary.

               (d)  The Company has withheld and paid all Taxes required to have
been withheld and paid in connection  with amounts paid or owed to any employee,
independent contractor, creditor, holder of its Equity Interests, or other third
party.

               (e)  There is no Threatened assessment of, or any basis for, any
additional Taxes for any period for which Tax Returns have been filed. No Action
concerning  any Tax Liability of the Company  exists or has ever been claimed or
raised,  or to the  Knowledge of the Company may be claimed or raised.  Schedule
4.12(c)  lists all Tax  Returns  filed with  respect to the  Company for taxable
periods on or after December 31, 1998, and indicates those Tax Returns that have
been audited.  The applicable statute of limitations for the assessment of Taxes
for taxable periods ending before December 31, 1998 has expired. The Company has
delivered to Parent correct and complete copies of all Tax Returns,  examination
reports,  and statements of  deficiencies  assessed  against or agreed to by the
Company since December 31, 1998.

               (f)  The Company has not requested any extension of time within
which to file any Tax Return in respect of any taxable  year which has not since
been filed and has not waived any statute of  limitations in respect of Taxes or
agreed to any extension of time with respect to a Tax assessment or deficiency.

               (g)  The Company is not required to include in income any
adjustment  pursuant  to Code  Section  481(a)  of the  Code,  by  reason of any
voluntary  or  involuntary  change  in  accounting  method  (nor has any  taxing
authority  proposed  in  writing  any such  adjustment  or change in  accounting
method).

               (h)  The reserves for Taxes (determined in accordance with GAAP)
reflected in the most recent financial  statements of the Company is adequate in
accordance  with  GAAP for the  payment  of all Taxes  incurred  or which may be
incurred by the Company through the Closing Date.

               (i)  The Company is not party to any agreement, plan, Contract or
arrangement that could result, separately or in the aggregate, in the payment of
any "excess parachute payments" within the meaning of Section 280G of the Code.

               (j)  The Company has not filed a consent under Code
Section 341(f) concerning collapsible corporations.

               (k)  The Company has disclosed on its Tax Returns all positions
taken  therein that could give rise to a substantial  understatement  of federal
income  Tax within the  meaning  of Section  6662(d) of the Code are  adequately
disclosed on the Tax Returns in accordance  with Section  6662(d)(2) of the Code
and the Company reasonably believes that the tax treatment of such item was more
likely than not to be the proper treatment.

               (l)  The Company is not a party to any Tax allocation or sharing
Contract.

               (m)  Schedule 4.12(m) sets forth the following information with
respect to the Company as of the most recent  practicable date: (i) the basis of
the  Company in its  assets;  (ii) the  amount of any net  operating  loss,  net
capital loss, unused  investment or other credit,  unused foreign Tax, or excess
charitable  contribution  allocable  to the  Company;  and  (iii)  all  material
elections with respect to Taxes affecting the Company.

         4.13  Title to and Condition of Assets. The Company has good and
marketable title to, or a valid leasehold interest in, all buildings, machinery,
equipment, and other tangible assets (a) located on their premises, shown on the
Interim Financial  Statements,  or acquired after the Balance Sheet Date and (b)
used in the conduct of its business as currently conducted in each case free and
clear of all  Encumbrances  except  those  permitted  Encumbrances  set forth on
Schedule  4.13,  except for  properties  and assets  disposed of in the Ordinary
Course of Business  since the Balance Sheet Date.  Each such tangible  asset has
been  maintained  in  accordance  with  normal  industry  practice,  is in  good
operating  condition  (subject to normal wear and tear), and is suitable for the
purposes for which it is currently used.

         4.14  Real Property. The Company does not own any real property.
Schedule 4.14 lists all real property the Company leases. Schedule 4.14 contains
an accurate  and complete  list of all leases and other  Contracts in respect of
real  property the Company  leases,  accurate and complete  copies of which have
been  delivered  to Parent.  Except as set forth on Schedule  4.14,  all of such
leases and  Contracts  included on  Schedule  4.14 are  Enforceable  against the
Company to which they apply,  and, to the Company's  Knowledge,  the  applicable
counter-parties.

         4.15  Intellectual Property. Except as set forth in Schedule 4.15, the
Company owns, or possesses  adequate  rights to use, all  Intellectual  Property
used in its  business  as  currently  conducted.  No  Consent  of any  Person is
required for the Company's interest in such Intellectual Property to continue to
be  Enforceable by the Surviving  Corporation  following the  Transactions.  The
Company's  use of  such  Intellectual  Property  in its  business  as  currently
conducted  (and the operation of its business) does not infringe upon any rights
any other Person owns or holds.

         4.16  Inventory. The Company's inventory whether reflected on the
Financial   Statements   or  not,   consists  of  raw  materials  and  supplies,
manufactured and processed parts,  goods in process,  and finished goods, all of
which is  merchantable  and fit for the  purpose  for which it was  procured  or
manufactured,  and,  except as has been  written down on the face of the Interim
Balance  Sheet  (rather than the notes  thereto),  none of which is  slow-moving
(inventory  turnover  of greater  than twelve  months),  obsolete,  damaged,  or
defective.  Any inventory that has been written down has either been written off
or written  down to its net  realizable  value.  Except as set forth on Schedule
4.16, there has been no change in inventory  valuation standards or methods with
respect to the inventory in the prior three years. The quantities of any kind of
inventory  are  reasonable  in  the  current  (and  the  currently  foreseeable)
circumstances  of the Company.  The Company does not hold any items of inventory
on  consignment  from  other  Persons  and no other  Person  holds  any items of
inventory on consignment from the Company.

         4.17  Contracts. Except as otherwise disclosed in Schedules 4.14, 4.15,
4.20 and 4.25, Schedule 4.17 lists the following Contracts to which the Company
is a party:

               (a)  Any Contract (or group of related Contracts) for the lease
of personal property to or from any Person providing for lease payments in
excess of $5,000 per annum.

               (b)  Any Contract (or group of related Contracts) for the
purchase or sale of raw materials,  commodities,  supplies,  products,  or other
personal property, or for the furnishing or receipt of services, the performance
of which will  extend  over a period of more than one year,  result in a loss to
the Company, or involve consideration in excess of $10,000.

               (c)  Any Contract concerning a limited liability company,
partnership, joint venture, or similar arrangement.

               (d)  Any Contract (or group of related Contracts) under which the
Company has created, incurred, assumed, or guaranteed any Liability for borrowed
money or any capitalized  lease in excess of $5,000, or under which the Contract
has imposed or the Company has  suffered to exist an  Encumbrance  on any of its
assets.

               (e)  Any Contract concerning confidentiality or noncompetition.

               (f)  Any Contract with any Stockholder or any Affiliates of any
Stockholder.

               (g)  Any profit sharing, stock option, stock purchase, stock
appreciation,  deferred compensation,  severance,  or other similar Contract for
the benefit of its current or former directors, officers, and employees.

               (h)  Any collective bargaining Contract.

               (i)  Any Contract for the employment of any individual on a
full-time,  part-time,  consulting, or other basis providing annual compensation
in excess of $20,000 or providing severance benefits.

               (j)  Any Contract under which it has advanced or loaned any
amount to any of its directors or officers or any  Stockholder  or,  outside the
Ordinary  Course of Business,  to its  employees  that are not  Stockholders  or
Affiliates of any Stockholder.

               (k)  Any other Contract (or group of related Contracts) the
performance of which involves  receipt or payment of  consideration in excess of
$5,000.

         The Company has delivered to Parent a correct and complete copy of each
written Contract (as amended to date) listed in Schedule 4.17 and a written
summary setting forth the terms and conditions of each oral Contract referred to
in Schedule 4.17. With respect to each such Contract:

                    (i)  the Contract is Enforceable;

                    (ii) the Contract will continue to be Enforceable on
         identical terms following the consummation of the Transactions;

                    (iii)the Company (and to its Knowledge, any counter-party)
         is not in Breach of such Contract, and no event has occurred that with
         notice or lapse of time would constitute a Breach under the Contract

                    (iv) the Company has not waived any Breach by any counter
         party to such Contract; and

                    (v)  no party to the Contract has repudiated any provision
         thereof.

         4.18  Receivables. All of the Receivables are Enforceable, represent
bona fide  transactions,  and arose in the  Ordinary  Course of  Business of the
Company,  and are  reflected  properly  in their books and  records.  All of the
Receivables  are good and  collectible  receivables,  are  current,  and will be
collected in  accordance  with past  practice and the terms of such  Receivables
(and in any event within six months following the Closing Date), without set off
or  counterclaims.  No  customer  or  supplier  of the  Company has any basis to
believe  that it has or would be entitled to any payment  terms other than terms
in the Ordinary Course of Business, including any prior course of conduct.

         4.19  Powers of Attorney.  There are no outstanding powers of attorney
executed on behalf of the Company.

         4.20  Insurance. Schedule 4.20 contains accurate and complete,
(i) lists of all insurance policies currently carried by the Company, (ii) lists
of all insurance loss runs or workers' compensation claims received for the past
three policy  years,  and (iii) copies of all  insurance  policies  currently in
effect.  Such insurance  policies evidence all of the insurance that the Company
is required to carry pursuant to its Contracts and Law. Such insurance  policies
are  currently in full force and effect and will remain in full force and effect
through their current terms.  Except as set forth on Schedule  4.20,  during the
previous  two years,  no  insurance  that the Company has ever  carried has been
canceled nor has any such cancellation  been Threatened.  Except as set forth on
Schedule 4.20,  during the previous two years, the Company has never been denied
coverage nor has any such denial been Threatened.

         4.21  Litigation. Schedule 4.21 sets forth each instance in which the
Company (a) is subject to any outstanding  Order or (b) is a party,  the subject
of, or, to the  Company's  Knowledge,  is  Threatened  to be made a party or the
subject of any  Action.  No Action  required  to be set forth in  Schedule  4.21
questions the  Enforceability  of this Agreement or the  Transactions,  or could
result in any  Material  Adverse  Change with  respect to the  Company,  and the
Company has no basis to believe that any such Action may be brought  against the
Company.

         4.22  Product Warranty. Each product the Company has designed,
manufactured,  sold,  leased,  or  delivered  has  been in  conformity  with all
applicable  Law,  Contracts,  and all express and  implied  warranties,  and the
Company has no Liability (and there is no basis for any present or future Action
against it giving rise to any  Liability)  for  replacement or repair thereof or
other Damages in connection therewith. No product designed,  manufactured, sold,
leased,  or delivered by the Company is subject to any  guaranty,  warranty,  or
other indemnity or similar  Liability  beyond the applicable  standard terms and
conditions of sale or lease. Schedule 4.22 includes copies of the standard terms
and conditions of sale or lease for the Company (containing applicable guaranty,
warranty, and similar Liability indemnity provisions).

         4.23  Product Liability. The Company has no Liability (and there is no
basis for any present or future Action  against it giving rise to any Liability)
arising  out of any  injury  to  individuals  or  property  as a  result  of the
ownership,  possession,  or use of any  product  designed,  manufactured,  sold,
leased,  or delivered by the Company.  4.24 Labor;  Employees.  To the Company's
Knowledge,  no executive,  key employee,  or group of employees has any plans to
terminate employment with the Company. The Company is not a party to or bound by
any  collective  bargaining  Contract,  nor  has  it  experienced  any  strikes,
grievances,  claims of unfair labor practices,  or other  collective  bargaining
disputes. The Company has not committed any unfair labor practice (as determined
under any Law). To the Company's  Knowledge,  there is no organizational  effort
currently  being  made or  Threatened  by or on behalf of any labor  union  with
respect to any the Company's employees.  The Company owes no severance benefits,
whether contingent or otherwise,  other than those severance obligations owed to
pursuant to those employment agreements set forth on Schedule 4.24.

         4.25  Employee Benefits. Schedule 4.25 lists each non-qualified
deferred  compensation  plan,  qualified defined  contribution  retirement plan,
qualified defined benefit  retirement plan or other material fringe benefit plan
or program that the Company maintains or to which the Company contributes.  With
respect to any  employee  benefit  plan,  within the meaning of Section  3(3) of
ERISA,  which  is  subject  to  ERISA  and  which is  sponsored,  maintained  or
contributed to, or has been  sponsored,  maintained or contributed to within six
years prior to the Closing Date, by the Company or any ERISA  Affiliate,  (a) no
withdrawal  Liability,  within the  meaning of Section  4201 of ERISA,  has been
incurred, which withdrawal Liability has not been satisfied, (b) no Liability to
the PBGC  has  been  incurred  by the  Company  or any  ERISA  Affiliate,  which
Liability has not been satisfied, (c) no accumulated funding deficiency, whether
or not waived,  within the meaning of Section 302 of ERISA or Section 412 of the
Code has been incurred,  and (d) all contributions  (including  installments) to
such plan required by Section 302 of ERISA and Section 412 of the Code have been
timely made.  With respect to any kind of employee  benefit plan,  such plan has
been funded and been maintained in compliance  with all Laws applicable  thereto
and the requirements of such plan's governing documents.

         4.26  Environmental, Health, and Safety Matters.

               (a)  The Company has complied and is in compliance with all
Environmental, Health, and Safety Requirements.

               (b)  The Company has obtained, has complied with, and is in
compliance with all Permits that are required pursuant to Environmental, Health,
and Safety  Requirements  for the occupation of its facilities and the operation
of its  business.  A list of all such Permits is set forth in Schedule  4.26(b).
Except as set forth in  Schedule  4.26(b),  such  Permits  are in full force and
effect, free from Breach, and the Transactions will not adversely affect them.

               (c)  The Company has not received any written or oral notice,
report or other  information  regarding  any  actual  or  alleged  violation  of
Environmental, Health, and Safety Requirements or any Liabilities, including any
investigatory,  remedial, or corrective Liabilities,  relating to any of them or
its facilities arising under Environmental, Health, and Safety Requirements.

               (d)  Except as listed on Schedule 4.26(d), none of the following
exists at any  property or facility  currently or  previously  owned or operated
(whether by fee interest,  leasehold interest, or otherwise) by the Company: (i)
under or above-ground  storage tanks, (ii) asbestos  containing  material in any
form or  condition,  (iii)  materials  or equipment  containing  polychlorinated
biphenyls, or (iv) landfills, surface impoundments, or disposal areas.

               (e)  The Company has not treated, recycled, stored, disposed of,
arranged for or permitted the disposal of, transported, handled, or Released any
substance,  including any Hazardous Materials, or owned or operated any property
or  facility  (and no such  property or  facility  is  contaminated  by any such
substance)  in a manner  that  has  given or  would  give  rise to any  Damages,
including any Damages for response  costs,  corrective  action  costs,  personal
injury,  property  damage,  or  natural  resources  damages,   pursuant  to  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended,  the Solid Waste Disposal Act, as amended, or any other  Environmental,
Health, and Safety  Requirements.  For this section "Hazardous  Materials" means
any  substance,  pollutant,  contaminant,  material,  or waste,  or  combination
thereof,  whether solid,  liquid,  or gaseous in nature,  subject to regulation,
investigation,  control,  or remediation under any  Environmental,  Health,  and
Safety  Requirement,   including  the  Comprehensive   Environmental   Response,
Compensation  and Liability  Act, the Solid Waste Disposal Act, and the Resource
Conservation and Recovery Act.

               (f)  The Transactions will not result in any Liabilities for site
investigation or cleanup, or require the Consent of any Person,  pursuant to any
Environmental,   Health,  and  Safety   Requirements   including  any  so-called
"transaction-triggered" or "responsible property transfer" requirements.

               (g)  The Company has not, either expressly or by operation of
Law,  assumed  or  undertaken  any  Liability,   including  any  obligation  for
corrective or remedial  action,  of any other Person relating to  Environmental,
Health, and Safety Requirements.

               (h)  No facts, events or conditions relating to the past or
present facilities, properties or operations of the Company will prevent, hinder
or  limit  continued   compliance  with   Environmental,   Health,   and  Safety
Requirements,   give  rise  to  any  Damages  or  any  other  Liabilities  under
Environmental, Health, and Safety Requirements.

         4.27  Customers and Suppliers. Schedule 4.27 lists the Company's
(a) twenty  largest  customers  in terms of sales during (i) the 12 month period
ended as of the Most Recent Year End and (ii) the twelve  month  period ended as
of the Balance Sheet Date and states the approximate  total sales by the Company
to each such  customer  during such  periods,  respectively  and (b) ten largest
suppliers  during the 12 month  period  ended as of the Most Recent Year End and
the twelve month period ended as of the Balance Sheet Date.  Except as set forth
in Schedule  4.27,  the Company has not  received  notice of  termination  or an
intention to terminate  the  relationship  with the Company from any customer or
supplier.

         4.28  Permits. The Company possesses all Permits required to be
obtained for its businesses and  operations.  Schedule 4.28 sets forth a list of
all such  Permits.  Except as set forth in Schedule  4.28,  with respect to each
such Permit:

               (a)  it is valid, subsisting and in full force and effect;

               (b)  there are no violations of such Permit that would result in
a termination of such Permit; and

               (c)  the Company has not received notice that such Permit will
not be renewed; and

               (d)  the Transactions will not adversely affect the validity of
such Permit or cause a cancellation of or otherwise adversely affect such
Permit.

         4.29  Foreign Corrupt Practices Act Compliance. The Company has not,
directly or indirectly,  in connection with its business, made or agreed to make
any payment to any Person  connected with or related to any  Governmental  Body,
except  payments or  contributions  required or allowed by  applicable  Law. The
internal  accounting  controls and  procedures of the Company are  sufficient to
cause the Company to comply with the Foreign Corrupt Practices Act.

         4.30  Certain Business Relationships with the Company. Except as set
forth  on  Schedule  4.30,  no  Stockholder  or any of its  Affiliates  has been
involved in any business arrangement or relationship with the Company within the
past twelve months,  and no Stockholder or any of its Affiliates  owns any asset
that is used in the Company's business.

         4.31  Accuracy of Information Furnished. No representation, statement,
or  information  contained in this  Agreement  (including  the Schedules) or any
Contract  or document  executed in  connection  herewith or  delivered  pursuant
hereto  or  thereto  or  made   available   or   furnished   to  Parent  or  its
representatives  by the Company contains or will contain any untrue statement of
a material  fact or omits or will omit any material  fact  necessary to make the
information  contained  therein not misleading.  The Company has provided Parent
with correct and  complete  copies of all  documents  listed or described in the
Schedules.

         4.32  Company Review. Because the Company's Board of Directors and the
Stockholders have approved of this Agreement and the Merger and the application
of the provisions of the applicable Corporate Law, each Stockholder represents
and warrants for the benefit of the Parent Parties that:

               (a)  He or she has such knowledge and experience in financial and
business matters that he or she is capable of evaluating the merits and risks of
the Stockholders'  investment in the Parent Common Shares  contemplated  hereby,
and that the  Stockholders are able to bear the economic risk of such investment
indefinitely.

               (b)  He or she has (i) had the opportunity to meet with
representative  officers  and other  representatives  of Parent to  discuss  its
business, assets,  liabilities,  financial condition, cash flow, and operations,
and (ii) received all materials,  documents and other information that he or she
deems  necessary  or  advisable  to evaluate  the Parent  Common  Shares and the
Transactions.

               (c)  He or she has made his or her own independent examination,
investigation,  analysis and evaluation of the Parent Common  Shares,  including
his or her own estimate of the value of the Parent Common Shares.

         Nothing in Section 4.32 will preclude the Stockholders from relying on
the representations, warranties, covenants, and agreements of the Parent Parties
herein or from pursuing their remedies with respect to a Breach thereof.

         4.33  Representations Complete. Except as and to the extent set forth
in  this  Agreement,   neither  the  Company  nor  any  Stockholder   makes  any
representations  or  warranties  whatsoever  (INCLUDING,  ANY IMPLIED OR EXPRESS
WARRANTY OF MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO
MODELS OR SAMPLES OF  MATERIALS)  to any  Parent  Party and each of them  hereby
disclaims all Liability and  responsibility  for any  representation,  warranty,
statement,  or information not included herein that was made,  communicated,  or
furnished  (orally or in  writing)  to any Parent  Party or its  representatives
(including any opinion, information, projection, or advice that may have been or
may be provided to any Parent Party by any director,  officer,  employee, agent,
consultant, or representative of the Company or Stockholders).

                                   ARTICLE 5.
                              PRE-CLOSING COVENANTS

         The Parties agree as follows with respect to the period between the
execution of this Agreement and the earlier of the Closing and the Termination
Date:

         5.1   General. Each Party will use its Best Efforts to take all actions
and to do all  things  necessary,  proper,  or  advisable  to  consummate,  make
effective,  and  comply  with  all  of the  terms  of  this  Agreement  and  the
Transactions  applicable to it (including  satisfaction,  but not waiver, of the
Closing  conditions for which it is responsible or otherwise in control,  as set
forth in ARTICLE 6).

         5.2   Notices and Consents.

               (a)  The Company will give any notices to third parties, and will
use its Best Efforts to obtain any third party Consents  listed on Schedule 4.3.
The Company  will give any notices to, make any filings  with,  and use its Best
Efforts to obtain any Consents of Governmental Bodies, if any, required pursuant
to  any  applicable  Law  in  connection  with  the  Transactions  including  in
connection with the matters referred to in Section 4.3.

         (b)   Each Parent Party will give any notices to third parties, and
will use its Best  Efforts  to  obtain  any third  party  Consents  required  in
connection  with Section  3.3.  Each Parent Party will give any notices to, make
any  filings  with,  and  use  its  Best  Efforts  to  obtain  any  Consents  of
Governmental  Bodies,  if  any,  required  pursuant  to  any  applicable  Law in
connection  with the  Transactions  including  in  connection  with the  matters
referred to in Section 3.3.

         (c)   Each Party will cooperate and use its Best Efforts to agree
jointly on a method to overcome any objections by any  Governmental  Body to the
Transactions.

         (d)   Nothing in this Section 5.2 will require that (i) Parent or its
Affiliates divest, sell, or hold separately any of its assets or properties,  or
(ii) Parent,  its Affiliates,  or the Company (the determination with respect to
which  Parent  will make)  take any  actions  that  could  affect the normal and
regular operations of Parent, its Affiliates, or the Company after the Closing.

         5.3   Operation of Business. The Company will not engage in any
practice,  take any action,  or enter into any transaction  outside the Ordinary
Course of Business or engage in any practice, take any action, or enter into any
transaction  of the sort  described in Section 4.9.  Subject to compliance  with
applicable  Law,  from the date hereof until the earlier to occur of the Closing
or the Termination Date, the Company will confer on a regular and frequent basis
with one or more  representatives of Parent to report on operational matters and
the general status of the Company's  ongoing  business,  operations and finances
and will  promptly  provide  to  Parent  or its  representatives  copies  of all
material filings they make with any Governmental Body during such period.

         5.4   Preservation of Business. The Company will use commercially
reasonable  efforts to keep its business and  properties  substantially  intact,
including its present operations,  physical facilities,  and working conditions,
and relationships with lessors, licensors, suppliers, customers, and employees.

         5.5   Full Access. The Company will permit representatives of Parent
(including financing providers) to have full access at all reasonable times, and
in a manner so as not to interfere  with the normal  business  operations of the
Company, to all premises, properties,  personnel, books, records, Contracts, and
documents  pertaining to the Company and will furnish  copies of all such books,
records,  Contracts, and documents and all financial,  operating and other data,
and other information as Parent may reasonably request; provided,  however, that
no investigation pursuant to this Section 5.5 will affect any representations or
warranties  made  herein  or the  conditions  to  the  Parties'  obligations  to
consummate the Transactions.

         5.6   Notice of Developments. The Company will give prompt written
notice to Parent of any  development  occurring after the date of this Agreement
which  causes or  reasonably  could be  expected to cause a Breach of any of the
representations  and  warranties  in ARTICLE 4. Parent will give prompt  written
notice  to the  Company  of any  development  occurring  after  the date of this
Agreement which causes or reasonably  could be expected to cause a Breach of any
of the  representations  and  warranties  in ARTICLE  3.  Except as set forth in
Section  8.2(a) or Section  8.3(a),  no disclosure by any Party pursuant to this
Section 5.6 will be deemed to amend or supplement the Schedules or to prevent or
cure  any  misrepresentation  or  Breach  of any  representation,  warranty,  or
covenant.

         5.7   Confidentiality; Publicity. Except as may be required by Law,
stock exchange or regulation or as otherwise expressly  contemplated  herein, no
Party or their respective Affiliates, employees, agents and representatives will
disclose to any Person the existence of this  Agreement,  the subject  matter or
terms hereof or any Confidential  Information concerning the business or affairs
of any other  Party that it may have  acquired  from such Party in the course of
pursuing the  Transactions  without the prior written  consent of the Company or
Parent, as the case may be; provided,  however,  any Party may disclose any such
Confidential  Information as follows:  (a) to such Party's Affiliates and its or
its Affiliates'  employees,  lenders,  counsel, or accountants,  the actions for
which  the  applicable  Party  will  be  responsible;  (b) to  comply  with  any
applicable Law or Order,  provided that prior to making any such  disclosure the
Party making the  disclosure  notifies the other Party of any Action of which it
is aware which may result in  disclosure  and uses its Best  Efforts to limit or
prevent such disclosure;  (c) to the extent that the Confidential Information is
or becomes  generally  available to the public  through no fault of the Party or
its  Affiliates  making  such  disclosure;  (d)  to the  extent  that  the  same
information  is in the  possession  (on a  non-confidential  basis) of the Party
making such disclosure prior to receipt of such Confidential Information; (e) to
the  extent  that  the  Party  that   received  the   Confidential   Information
independently  develops the same  information  without in any way relying on any
Confidential Information; or (f) to the extent that the same information becomes
available to the Party making such disclosure on a nonconfidential  basis from a
source other than a Party or its  Affiliates,  which source,  to the  disclosing
Party's  Knowledge,  is not prohibited  from  disclosing  such  information by a
legal,  contractual,  or  fiduciary  obligation  to the  other  Party.  Upon the
execution  of this  Agreement,  Parent may make such  public  disclosure  of the
existence of this  Agreement,  the principal  economic  terms  thereof,  and the
status with respect to achieving the Closing as it desires.  Neither the Company
nor  any of its  Affiliates  will  issue  any  press  release  or  other  public
announcement  related to this  Agreement or the  Transactions  without  Parent's
prior written approval.

         5.8   Affiliated Transactions. Except as disclosed on Schedule 5.8, the
Company will cause all Contracts and transactions by and between any Stockholder
or any Affiliate of any  Stockholder,  on the one hand, and the Company,  on the
other hand, including any Contract providing any Person with registration rights
with respect to any of the Company  Shares to be terminated  effective as of the
Closing, without any cost or continuing obligation to the Company or Parent, and
will  deliver  to  Parent  evidence  of such  terminations  that  is  reasonably
acceptable to Parent.

         5.9   Charges, Fees, and Prepayment Obligations. The Company will,
prior to the Closing, take such steps as are reasonably necessary to ensure that
(a) no sums are owed or payable by the  Company to any Person in the nature of a
transfer  charge or processing fee with respect to any Contracts of the Company,
and (b) no sums are owed or  payable  as a  prepayment  penalty if Parent or the
Company  elect to repay any Liability of the Company that is  outstanding  as of
the Closing Date.

         5.10  Repayment of Certain Notes Receivable from Stockholders. At or
prior to the Closing,  the Company will cause each Stockholder and any Affiliate
thereof to satisfy,  pay in full or discharge all  Liabilities  they may have to
the Company,  including the notes  receivable  described on Schedule  5.10.  The
Company  will  provide  evidence  to Parent  of such  repayment,  discharge,  or
forgiveness in form and substance reasonably acceptable to Parent.

         5.11  Discharge of Certain Notes Payable to Stockholders. At or prior
to the Closing,  the Company  will cause the Company to satisfy,  pay in full or
discharge all Liabilities it may have to any Stockholders (or their Affiliates),
including the notes payable described on Schedule 5.11. The Company will provide
evidence to Parent of such  repayment,  discharge,  or  forgiveness  in form and
substance reasonably acceptable to Parent.

         5.12  Site Inspections. Subject to compliance with applicable Law and
applicable Environmental,  Health, and Safety Requirements, Parent may undertake
(at Parent's sole cost and expense) an  environmental  assessment or assessments
of the operations,  business and/or  properties of the Company.  Such assessment
may  include a review of  Permits,  files,  and  records,  as well as visual and
physical  inspections and testing. The Company will cooperate in good faith with
Parent's effort to conduct such an assessment.

                                   ARTICLE 6.
                               CLOSING CONDITIONS

         6.1   Conditions Precedent to Obligation of the Parent Parties. The
Parent  Parties'  obligation  to effect  the  Merger  and  consummate  the other
Transactions contemplated to occur in connection with the Closing and thereafter
is subject to the satisfaction of each condition  precedent listed below. Unless
expressly  waived  pursuant  to this  Agreement,  no  representation,  warranty,
covenant,  right,  or remedy  available to a Parent Party in connection with the
Transactions  will be deemed waived by any of the following actions or inactions
by or on behalf of a Parent  Party  (regardless  of whether the Company is given
notice of any such  matter):  (i)  consummation  by the  Parent  Parties  of the
Transactions,  (ii) any  inspection  or  investigation,  if any, of the Company,
(iii) the  awareness of any fact or matter  acquired  (or capable or  reasonably
capable  of being  acquired)  with  respect  to the  Company,  or (iv) any other
action, in each case at any time, whether before, on, or after the Closing Date.

               (a)  Accuracy of Representations and Warranties. Each
representation  and warranty set forth in ARTICLE 4 must have been  accurate and
complete as of the Closing Date, as if made on the Closing Date,  without giving
effect to any supplements to the Schedules.

               (b)  Compliance with Obligations. The Company must have performed
and complied  with all of its  covenants to be performed or complied  with at or
prior to Closing (singularly and in the aggregate) in all material respects.

               (c)  No Material Adverse Change or Destruction of Property. Since
the date hereof  there must have been no event,  series of events or the lack of
occurrence  thereof which,  singularly or in the aggregate,  could reasonably be
expected to have a Material Adverse Effect on the Company.  Without limiting the
foregoing,  (i) there must have been no Material  Adverse Change to the Company,
(ii) there must not have been any action or  inaction  by a  Governmental  Body,
arbitrator,  or mediator which could  reasonably be expected to cause a Material
Adverse  Change to the  Company,  and (iii)  there  must not have been any fire,
flood,  casualty,  act of God or the public enemy or other cause  (regardless of
insurance  coverage for such damage) which event could reasonably be expected to
have a Material Adverse Effect on the Company.

               (d)  No Adverse Litigation. There must not be pending or
Threatened  any  Action by or  before  any  Governmental  Body,  arbitrator,  or
mediator which will seek to restrain,  prohibit,  invalidate, or collect Damages
arising out of the Transactions, or which, in the reasonable judgment of Parent,
makes it inadvisable to proceed with the Transactions.

               (e)  Consents. The Company and Parent must have received Consents
to the  Transactions  and waivers of rights to terminate or modify any rights or
obligations  of the  Company  from any  Person  (i) from  whom such  Consent  is
required, or (ii) who as a result of the Transactions, would have such rights to
terminate or modify such Contracts, either by their terms or as a matter of Law.

               (f)  Liabilities. Prior to the Closing, the Company must have
obtained  and  delivered  to  Parent  full  satisfactions  or  releases  of  all
Liabilities due to or from the Company which are due to be satisfied or released
under this Agreement to or on behalf of (i) any Affiliate of the Company or (ii)
any Stockholder or any Affiliate of any Stockholder.

               (g)  Legal Opinion. The Company must have delivered to Parent an
opinion of the outside  counsel listed in Section 10.5, in form and substance as
set forth in Exhibit H, addressed to Parent and dated as of the Closing Date.

               (h)  Dissenting Shares. The holders of no more than 0% of the
Company Shares  (calculated on a fully converted basis) may have exercised their
right to dissent from the Merger under the applicable Corporate Law.

         6.2    Conditions Precedent to Obligation of the Company. The Company's
obligation  to  effect  the  Merger  and  consummate   the  other   Transactions
contemplated  to occur in connection  with the Closing and thereafter is subject
to the satisfaction of each condition  precedent listed below.  Unless expressly
waived pursuant to this Agreement, no representation, warranty, covenant, right,
or remedy available to any Stockholder in connection with the Transactions  will
be deemed waived by any of the following actions or inactions by or on behalf of
any Stockholder or the Company  (regardless of whether Parent is given notice of
any such matter): (i) consummation by the Company of the Transactions,  (ii) any
inspection or investigation,  if any, of Parent, (iii) the awareness of any fact
or matter  acquired (or capable or reasonably  capable of being  acquired)  with
respect to Parent, or (iv) any other action,  in each case at any time,  whether
before, on, or after the Closing Date.

               (a)  Accuracy of Representations and Warranties. Each
representation  and warranty set forth in ARTICLE 3 must have been  accurate and
complete as of the Closing Date, as if made on the Closing Date.

               (b)  Compliance with Obligations. Each Parent Party must have
performed and complied with all its covenants and  obligations  required by this
Agreement to be performed  or complied  with at or prior to Closing  (singularly
and in the aggregate) in all material respects.

               (c)  No Order or Injunction. There must not be issued and in
effect any Order restraining or prohibiting the Transactions.

                                   ARTICLE 7.
                                   TERMINATION

         7.1   Termination of Agreement.  The Parties may terminate this
Agreement as provided below:

               (a)  Parent and the Company may terminate this Agreement as to
all Parties by mutual written consent at any time prior to the Closing.

               (b)  Parent or the Company may terminate this Agreement upon
delivery of notice if the Closing has not occurred prior to the Expiration Date,
provided that the Party delivering such notice will not have caused such failure
to close.

               (c)  Parent may terminate this Agreement by giving written notice
to the Company at any time prior to the Closing if the Company has Breached any
representation, warranty, or covenant contained in this Agreement in any
material respect (except with respect to materiality for any provisions
including the word "material" or words of similar import and Section 4.8, in
which case such termination rights will arise upon any Breach).

               (d)  The Company may terminate this Agreement by giving notice to
Parent at any time prior to the Closing if any Parent Party has Breached any
representation, warranty, or covenant contained in this Agreement in any
material respect (except with respect to materiality for any provisions
including the word "material" or words of similar import, in which case such
termination rights will arise upon any Breach).

               (e)  Parent may terminate this Agreement by giving notice to the
Company on or before the Expiration  Date if Parent is not satisfied in its sole
discretion  with the  results  of,  and its due  diligence  investigations  with
respect to, the operations, affairs, prospects, properties, assets, existing and
potential  Liabilities,   obligations,   profits,  or  condition  (financial  or
otherwise) of the Company.

         7.2   Effect of Termination.

               (a)  Except for the obligations under Section 5.7, this ARTICLE 7
and ARTICLE 10, if this Agreement is terminated under Section 7.1, then,  except
as provided in this Section 7.2, all further  obligations  of the Parties  under
this Agreement will terminate.

               (b)  If Parent or the Company terminates this Agreement pursuant
to  Section  7.1(c)  or  7.1(d),  as the case may be,  then  the  rights  of the
non-breaching  Party(ies) to pursue all legal remedies available with respect to
any Liability of any breaching Party will survive such termination unimpaired.

                                   ARTICLE 8.
                                 INDEMNIFICATION

         8.1   Survival of Representations and Warranties.

               (a)  Each Stockholder agrees that, from and after the Effective
Time and subject to the  provisions of this  Article,  each  representation  and
warranty   contained  in  ARTICLE  4  and  any   certificate   related  to  such
representations  and  warranties  will survive the Closing and will  continue in
full  force  and  effect   for  two  (2)  years   thereafter,   except  (i)  the
representations and warranties set forth in Sections 4.12, 4.25, and 4.26, which
will  survive  the  Closing  and  continue  in full force and  effect  until the
applicable statute of limitations  expires (or for five (5) years if there is no
applicable statute of limitations) and (ii) the  representations  and warranties
set forth in Sections  4.1, 4.2, 4.5, and 4.7 which will survive the Closing and
continue in full force and effect forever.

         (b)   Each representation and warranty of Parent contained in ARTICLE 3
and any certificate related to such  representations and warranties will survive
the Closing and continue in full force and effect for two (2) years thereafter.

         (c)   Each other provision in this Agreement or any certificate or
document  delivered  pursuant  hereto will survive for the  relevant  statute of
limitations period,  unless a different period is expressly  contemplated herein
or thereby.

         8.2   Indemnification Provisions for Parent's Benefit. Each Stockholder
agrees that,  from and after the Effective Time and subject to the provisions of
this Article, the Stockholders will,  severally,  and not jointly, in proportion
to  the  amount  of  Merger  Consideration  received,  indemnify  and  hold  the
Stockholder  Indemnitees  harmless from and pay any and all Damages  directly or
indirectly  resulting from,  relating to, arising out of, or attributable to any
one of the following:

         (a)   Any Breach of any representation or warranty the Company has made
in this Agreement as if such  representation  or warranty were made on and as of
the Closing Date without giving effect to any supplement to the Schedules, other
than (in the event the  Transactions  are  consummated)  any such Breach that is
disclosed in a  supplement  to the  Schedules  delivered  under  Section 5.6, as
having caused a condition specified in Section 6.1 not to be satisfied.

         (b)   Any Breach by the Company of any covenant or obligation of the
Company set forth in this Agreement.

         (c)   Any product shipped or manufactured or service provided by the
Company prior to the Closing Date unless such product or service is specifically
excepted out on the Schedules to ARTICLE 4,  described in reasonable  detail and
only excepted with respect to the specific amount set forth therein.

         (d)   Any event arising from the operation and ownership of, or
conditions  occurring  with  respect to, the Company  prior to 11:59 p.m. on the
Closing Date unless such event is specifically  excepted out on the Schedules to
ARTICLE 4, described in reasonable  detail and only excepted with respect to the
specific amount set forth therein.

         (e)   Any liabilities of the Company that were assigned or otherwise
transferred to any Stockholder or Affiliate prior to the Merger.

         Notwithstanding the foregoing, during the Holdback Period, each
Stockholder agrees that, from and after the Effective Time and subject to the
provisions of this Article, the Stockholders will for amounts, in the aggregate,
up to and not in excess of the Holdback Amount, jointly and severally, indemnify
and hold the Stockholder Indemnitees harmless from and pay any and all Damages
directly or indirectly resulting from, relating to, arising out of, or
attributable to any one of the events or occurrences described in Section 8.2(a)
through (e).

         During the Holdback Period, for amounts up to the Holdback Amount, each
Stockholder acknowledges and agrees that the sole determination of any matter
relating to indemnification under this Section will be that of the majority
interest of Parent Common Shares held by all Stockholders (the "Majority
Interest") and such Majority Interest will represent the voice of all
Stockholders whether or not the actual vote is unanimous (or would have been
unanimous in instances where an actual vote is not taken). No Stockholder will
have the right to dissent or holdout from such determination. In addition, each
Stockholder acknowledges and agrees that the Majority Interest will choose one
legal counsel to represent all Stockholders on such indemnification matter
unless the chosen legal counsel determines that he or she is conflicted from
representing all Stockholders. These provisions will be applicable even if a
potential Indemnification Claim would only be partially satisfied by the
remaining Holdback Amount.

         8.3   Indemnification Provisions for the Stockholders' Benefit. The
Parent  Parties  will,  jointly  and  severally,  indemnify  and hold the Parent
Indemnitees  harmless  from and pay any and all Damages  directly or  indirectly
resulting  from,  relating  to,  arising out of, or  attributable  to any of the
following:

               (a)  Any Breach of any representation or warranty any Parent
Party has made in this Agreement as if such representation or warranty were made
on and as of the Closing Date without  giving  effect to any  supplement  to the
Schedules,  other than (in the event the  Transactions are consummated) any such
Breach that is  disclosed  in a  supplement  to the  Schedules  delivered  under
Section  5.6, as having  caused a condition  specified  in Section 6.2 not to be
satisfied.

               (b)  Any Breach by any Parent Party of any covenant or obligation
of any Parent Party set forth in this Agreement.

               (c)  Any event arising from the operation and ownership of, or
conditions occurring with respect to, the Company after 11:59 p.m. on the
Closing Date.

         8.4   Indemnification Claim Procedures.

               (a)  If any Action is commenced in which any Party is a party
that may give rise to a claim for  indemnification  against any  Indemnitor  (an
"Indemnification  Claim")  then such  Party  will  promptly  give  notice to the
Indemnitor.  Failure to notify the Indemnitor will not relieve the Indemnitor of
any Liability that it may have to the Party, except to the extent the defense of
such Action is materially and  irrevocably  prejudiced by the Party's failure to
give such notice.

               (b)  In connection with any Indemnification Claim, (i) the Party
may defend with attorneys of its choice against, and Consent to the entry of any
Order  with  respect  to,  the  Indemnification  Claim in any manner it may deem
appropriate  in  its  reasonable  discretion,   (ii)  each  Indemnitor  will  be
obligated,  in  accordance  with the  limitations  set forth in Section  8.5, to
reimburse  the Party  promptly  and  periodically  for the  Damages  relating to
defending  against the  Indemnification  Claim,  and (iii) each  Indemnitor will
remain Liable,  in accordance with the limitations set forth in Section 8.5, for
any Damages the Party may suffer  relating to the  Indemnification  Claim to the
fullest extent provided in this ARTICLE 8.

               (c)  Each Party hereby consents to the non-exclusive jurisdiction
of any Governmental  Body,  arbitrator or mediator in which an Action is brought
against any  Indemnitor for purposes of any  Indemnification  Claim that a Party
may have under this Agreement with respect to such Action or the matters alleged
therein,  and agrees that  process  may be served on such Party with  respect to
such claim anywhere in the world.

         8.5   Limitations on Indemnification Liability. Any claims made under
this ARTICLE 8 will be limited as follows:

               (a)  Stockholders' Ceiling. The Stockholders' aggregate Liability
for Damages under this  Agreement  will not exceed an amount equal to the Merger
Consideration,  provided  that the  limitation  contemplated  hereby will not be
applicable with respect to instances of fraud by a Stockholder.

               (b)  Respective Stockholder's Individual Ceiling. Each respective
Stockholder's  Liability  for Damages under this  Agreement  will not exceed the
amount of the  Closing  Date  Adjusted  Merger  Consideration  received  by such
Stockholder,  provided  that  the  limitation  contemplated  hereby  will not be
applicable with respect to instances of fraud by the respective Stockholder.

               (c)  Limitation on Amount. The Stockholders will have no
Liability  with  respect  to  claims  under  Section  8.2 until the total of all
Damages  with  respect to such  matters  exceeds  One Hundred  Thousand  Dollars
($100,000)  at which  time  the  Stockholders  will be  Liable  for all  Damages
(subject  to such  other  limitations  found  herein),  including  the first One
Hundred Thousand Dollars ($100,000).

               (d)  Parent Parties' Ceiling. The Parent Parties' aggregate
Liability  for money  Damages  under this  Agreement  related to Breaches of the
representations,  warranties,  and  covenants  herein  will not exceed an amount
equal to the Closing  Date  Adjusted  Merger  Consideration,  provided  that the
limitation  contemplated hereby will not be applicable with respect to instances
of fraud by a Parent Party.

         8.6   Set-Off Against Holdback Amount. During the Holdback Period,
Parent will set-off (on a  dollar-for-dollar  basis) against the Holdback Amount
established pursuant to Section 2.7(c):

               (a)  all obligations of any Stockholder to pay Damages to Parent
under this Agreement; and

               (b)  any reduction in the Merger Consideration payable by Parent
calculated as the Conclusive Adjustment Amount pursuant to Section 2.15(c).

         8.7   Option to Pay in Parent Common Shares. Following the expiration
of the Holdback  Period,  if any Stockholder has an obligation to pay Damages to
Parent  under this ARTICLE 8, such  Stockholder  may satisfy the  obligation  by
surrendering  for  redemption  that  quantity of shares of Parent  Common Shares
equal in value to the  Damages.  For  purposes of this Section 8.7, the value of
Parent  Common Shares will be the closing price of Parent Common Stock as of the
business day upon which payment of Damages is finally made by the Stockholder.

         8.8   Indemnification if Negligence of Indemnitee. THE INDEMNIFICATION
PROVIDED IN THIS ARTICLE 8 WILL BE APPLICABLE WHETHER OR NOT THE SOLE, JOINT, OR
CONTRIBUTORY  NEGLIGENCE  OF THE  INDEMNIFIED  PARTY IS ALLEGED  OR PROVEN.  THE
PARTIES  AGREE  THE  PRECEDING  SENTENCE  IS  COMMERCIALLY   CONSPICUOUS.   Each
Indemnified Party's rights and remedies set forth in this Agreement will survive
the  Closing  and  will  not  be  deemed  waived  by  such  Indemnified  Party's
consummation  of the  Transactions  and  will  be  effective  regardless  of any
inspection or investigation  conducted, or the awareness of any matters acquired
(or capable or reasonably  capable of being  acquired),  by or on behalf of such
Indemnified Party or by its directors, officers, employees or representatives or
at any time  (regardless  of whether  notice of such knowledge has been given to
Indemnitor),  whether  before or after the date of this Agreement or the Closing
Date with  respect to any  circumstances  constituting  a  condition  under this
Agreement, unless any waiver specifically so states.

         8.9   Other Indemnification Provisions.

               (a)  The foregoing indemnification provisions are the sole
remedy for Damages with respect to any Party,  however,  these provisions are in
addition to, and not in  derogation  of, any remedy in equity that any Party may
have with respect to the Transactions.

               (b)  Any Liability of the Company to any Parent Indemnified Party
under this  Agreement  will  terminate for all purposes upon Closing and have no
further force or effect.

               (c) A claim for any matter not involving a third party may be
asserted by notice to the Party from whom indemnification is sought.

                                   ARTICLE 9.
                             POST-CLOSING COVENANTS

         9.1   Rule 144 Compliance. The Parent Parties will use commercially
reasonable  efforts to comply with the public  information  requirements of Rule
144(c)(1) of the Securities Act.

         9.2   Guaranty of Severance Amounts. Parent hereby absolutely,
irrevocably, and unconditionally guarantees the prompt payment (when due) of the
obligations that Merger Sub has under:

               (a)  Sections 3(d) and 3(g) of that certain Amended and Restated
Employment  Agreement dated February 7, 2003 between  Lawrence M. Kluger and the
Surviving Corporation.

               (b)  Sections 3(d) and 3(g) of that certain Amended and Restated
Employment  Agreement  dated February 7, 2003 between  Jeffrey C. Winemiller and
the Surviving Corporation.

               (c)  Sections 3(d) and 3(g) of that certain Amended and Restated
Employment  Agreement dated February 7, 2003 between Stephen  Williamson and the
Surviving Corporation.

         9.3   Noncompetition and Confidentiality of Information. For a period
of 2 years after the Closing Date, each Stockholder  shall not unless authorized
by the  Surviving  Corporation's  board of  directors  in  writing,  directly or
indirectly, acting alone or in conjunction with others:

               (a)  Engage as a director, officer, employee, partner,
shareholder,  or in any other capacity,  in any business in competition with any
business being conducted by the Surviving  Corporation  within the United States
of America at the Closing Date;

               (b)  Request any lender or customers of the Surviving Corporation
during the five years prior to the then current date, to curtail or cancel their
business with the Surviving Corporation;

               (c)  Disclose to any Person any trade, technical or technological
secrets,  any details of organization or business affairs,  any names of past or
present  customers of the Surviving  Corporation  or any other  confidential  or
proprietary  information relating to the business of the Surviving  Corporation,
including, but not limited to, the processes,  services,  compensation and other
employment practices,  research,  pricing practices, price lists and procedures,
purchasing,  accounting,  engineering,  manufacturing,  production,  operations,
organization,   finances,   marketing,   customer  lists,  blueprints,   product
specifications or any other information, method, technique or system.

               (d)  Solicit, canvass or accept any business or transaction for
any other Person,  or business which could  reasonably be deemed to compete with
any business of the Surviving  Corporation,  as such business is being conducted
by the Company at the Closing Date;

               (e)  Induce, or attempt to influence, any employee of the
Surviving  Corporation to terminate employment with the Surviving Corporation or
to enter  into any  employment  or other  business  relationship  with any other
Person (including such Stockholder or any other Stockholder); or

               (f)  Act or conduct himself or herself in any manner which he or
she shall have reason to believe is inimical or contrary to the best interests
of the Surviving Corporation.

         9.4   Release.

               (a)  Each Stockholder hereby releases and discharges the Released
Parties (the "Stockholder Release"),  individually and collectively, of and from
any and all  claims,  causes of action,  suits,  debts,  contracts,  agreements,
promises,  liability,  demands,  damages,  and  other  expenses  of  any  nature
whatsoever,  at law  or in  equity,  known  or  unknown,  fixed  or  contingent,
contemplated or uncontemplated,  whether asserted or assertable,  arising out of
any matter  whatsoever  which has occurred from the beginning of time up through
and including the date hereof. But the foregoing  provision does not, and should
not be construed so as to,  alter,  amend or negate the  enforceability  of this
Agreement.

               (b)  The parties being released by each Stockholder by virtue of
this Section,  all of whom are collectively  referred to herein as the "Released
Parties", are the Parent Parties, the Surviving  Corporation,  their Affiliates,
principals,   shareholders,  partners,  members,  directors,  officers,  agents,
consultants,  spouses, children,  servants,  insurers,  employee welfare benefit
plans,  pension and/or deferred  compensation  plans,  administrators  and other
fiduciaries,  successors  and  assigns,  and  each  of  them,  individually  and
collectively.
               (c) This Stockholder Release is intended to be and should be
construed  as a general,  complete  and final  waiver and release of all claims.
This  Stockholder  Release  is  being  made  and  executed  by each  Stockholder
individually and on behalf of each  Stockholder's  heirs,  successors,  assigns,
agents,  all Persons  subrogated  to such  Stockholder's  rights or to whom such
Stockholder's  rights are  secondary  or  derivative,  and all other  Persons on
behalf of whom such Stockholder is authorized to act.

                                  ARTICLE 10.
                                  MISCELLANEOUS

         10.1  Schedules.

               (a)  Except as provided otherwise in the Schedules, disclosures
in the  Schedules,  and  those in any  supplement  thereto,  relate  only to the
representations  and  warranties in the Section or paragraph of the Agreement to
which they expressly relate and not to any other  representation  or warranty in
this Agreement.

               (b)  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.

               (c)  Nothing in the Schedules will be deemed adequate to disclose
an exception to a representation  or warranty made herein,  unless the Schedules
identify the exception in reasonable detail.

               (d) The mere listing (or inclusion of a copy) of a document or
other item in a Schedule will not be deemed adequate to disclose an exception to
a representation or warranty made in this Agreement  (unless the  representation
or warranty pertains to the existence of the document or other item itself).

         10.2  Entire Agreement. This Agreement, together with the Exhibits and
Schedules hereto and the certificates,  documents, instruments and writings that
are  delivered   pursuant   hereto,   constitutes   the  entire   agreement  and
understanding of the Parties in respect of its subject matter and supersedes all
prior  understandings,  agreements,  or representations by or among the Parties,
written or oral,  to the extent  they  relate in any way to the  subject  matter
hereof or the Transactions. Except as expressly contemplated by ARTICLE 8, there
are no third party  beneficiaries  having  rights  under or with respect to this
Agreement.

         10.3  Successors. All of the terms, agreements, covenants,
representations,  warranties, and conditions of this Agreement are binding upon,
and inure to the  benefit  of and are  enforceable  by,  the  Parties  and their
respective successors.

         10.4  Assignments. No Party may assign either this Agreement or any of
its rights,  interests,  or  obligations  hereunder  without  the prior  written
approval of Parent and before the Closing, the Company; provided,  however, that
Parent may (a) assign any or all of its rights and interests hereunder to one or
more of its  Affiliates  and (b)  designate  one or  more of its  Affiliates  to
perform  its  obligations  hereunder  (in  any  or  all of  which  cases  Parent
nonetheless will remain responsible and liable for the performance of all of its
obligations hereunder).

         10.5  Notices. All notices, requests, demands, claims and other
communications  hereunder will be in writing. Any notice, request, demand, claim
or other  communication  hereunder  will be deemed duly given if (and then three
business days after) it is sent by registered or certified mail,  return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

                       If to Parent and after Closing to Surviving Corporation:

                       Prime Medical Services, Inc.
                       1301 Capital of Texas Hwy., Suite C-300
                       Austin, Texas 78746
                       Attn:  President
                       Tel:     (512) 328-2892
                       Fax:     (512) 328-8510

                       Copy to (which will not constitute notice):

                       Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                       300 West Sixth Street, Suite 2100
                       Austin, Texas 78701
                       Attn:  Timothy L. LaFrey
                       Tel:     (512) 499-6200
                       Fax:     (512) 703-1111

                       If to the Stockholders and before Closing to the
                       Company:

                       Winemiller Communications, Inc.
                       Attn:  Lawrence M. Kluger
                       99 Garden Parkway
                       Carlisle, PA  17013
                       Tel:     (717) 241-4400, x432
                       Fax:     (717) 241-9207

                       Copy to (which will not constitute notice):

                       Jeffrey C. Winemiller
                       99 Garden Parkway
                       Carlisle, PA  17013
                       Tel:     (717) 241-4400
                       Fax:     (717) 241-9207

                       Janet L. Winemiller
                       99 Garden Parkway
                       Carlisle, PA  17013
                       Tel:     (717) 241-4400
                       Fax:     (717) 241-9207

                       Brian E. Danzis
                       99 Garden Parkway
                       Carlisle, PA  17013
                       Tel:     (717) 697-7600
                       Fax:     (717) 697-6644

                       Lawrence M. Kluger
                       99 Garden Parkway
                       Carlisle, PA  17013
                       Tel:     (717) 241-4400, x432
                       Fax:     (717) 241-9207

                       Stephen Williamson
                       99 Garden Parkway
                       Carlisle, PA  17013
                       Tel:     (717) 241-4400
                       Fax:     (717) 241-9207

                       Larry Winemiller
                       99 Garden Parkway
                       Carlisle, PA  17013
                       Tel:     (717) 241-4400
                       Fax:     (717) 241-9207

                       Buchanan Ingersoll Professional Corporation
                       Attn:  Bradley J. Gunnison, Esq.
                       One South Market Square
                       213 Market Street, 3rd Floor
                       Harrisburg, PA  17101
                       Tel:     (717) 237-4828
                       Fax:     (717) 233-0852

         Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail, or electronic mail), but no such
notice, request, demand, claim, or other communication will be deemed to have
been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

         10.6  Specific Performance. Each Party acknowledges and agrees that the
other Parties would be damaged irreparably if any provision of this Agreement is
not performed in accordance  with its specific  terms or is otherwise  Breached.
Accordingly,  each Party  agrees that the other  Parties  will be entitled to an
injunction or injunctions to prevent Beaches of the provisions of this Agreement
and to enforce  specifically  this Agreement and its terms and provisions in any
Action  instituted in any court of the United States or any state thereof having
jurisdiction over the Parties and the matter,  subject to Sections 9.7 and 9.11,
in  addition  to any other  remedy to which they may be  entitled,  at Law or in
equity.

         10.7  Submission to Jurisdiction; No Jury Trial; Process Agent; Binding
Arbitration.

               (a)  Submission to Jurisdiction. Each Party submits to the
jurisdiction  of any state or federal court sitting in Dallas County,  Texas, in
any Action  arising  out of or relating  to this  Agreement  and agrees that all
claims in respect of the Action may be heard and  determined  in any such court.
Each Party also  agrees not to bring any Action  arising  out of or  relating to
this  Agreement in any other court.  Each Party agrees that a final  judgment in
any Action so brought  will be  conclusive  and may be enforced by Action on the
judgment or in any other manner provided at Law or in equity.  Each Party waives
any defense of  inconvenient  forum to the  maintenance of any Action so brought
and waives any bond,  surety,  or other  security  that might be required of any
other Party with respect thereto.

               (b)  Waiver of Jury Trial. THE PARTIES EACH HEREBY AGREE TO WAIVE
THEIR  RESPECTIVE  RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT
OF THIS AGREEMENT OR ANY OTHER AGREEMENTS  RELATING HERETO OR ANY DEALINGS AMONG
THEM  RELATING TO THE  TRANSACTIONS.  The scope of this waiver is intended to be
all  encompassing of any and all Actions that may be filed in any court and that
relate to the subject matter of the  Transactions,  including,  Contract claims,
tort  claims,  breach of duty  claims,  and all other  common Law and  statutory
claims.  The Parties each acknowledge that this waiver is a material  inducement
to enter into a business relationship and that they will continue to rely on the
waiver in their  related  future  dealings.  Each Party further  represents  and
warrants that it has reviewed this waiver with its legal counsel,  and that each
knowingly and voluntarily  waives its jury trial rights  following  consultation
with legal counsel. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER
IS IRREVOCABLE,  MEANING THAT IT MAY NOT BE MODIFIED  ORALLY OR IN WRITING,  AND
THE WAIVER WILL APPLY TO ANY AMENDMENTS,  RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS  RELATING  HERETO.  In
the event of an  Action,  this  Agreement  may be filed as a written  consent to
trial by a court.

         10.8  Time.  Time is of the essence in the performance of this
Agreement.

         10.9  Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.

         10.10 Headings. The article and section headings contained in this
Agreement are inserted for  convenience  only and will not affect in any way the
meaning or interpretation of this Agreement.

         10.11 Governing Law. This Agreement and the performance of the
Transactions  and  obligations of the Parties  hereunder will be governed by and
construed in accordance  with the laws of the State of Delaware,  without giving
effect to any choice of Law principles.

         10.12 Amendments. This Parties may amend this Agreement by action taken
by or on behalf of the respective Boards of Directors of Parent, Merger Sub, and
the  Company  at any  time  prior to the  Effective  Time.  Notwithstanding  the
foregoing,  after the  Stockholders  approve  and adopt this  Agreement  and the
Merger,  no amendment to this  Agreement  may be made,  unless the  Stockholders
approve  such  amendment  in  accordance  with  the  applicable  Corporate  Law.
Amendments  to this  Agreement  must be in writing  that the  Company and Parent
Parties have signed.

         10.13 Extensions; Waiver.

               (a)  At any time prior to the Effective Time, the Parent Parties,
on the one hand, and the Company,  on the other, to the extent legally  allowed,
may (i) extend the time for the  performance  of any of the  obligations  of the
other Party, (ii) waive any inaccuracies in the  representations  and warranties
made to such  Party  contained  herein  or in any  document  delivered  pursuant
hereto,  and (iii) waive compliance with any of the agreements or conditions for
the benefit of such Party contained herein. Any agreement on the part of a Party
to any such extension or waiver will be valid only if set forth in an instrument
in writing signed on behalf of such Party.

               (b) No waiver by any Party of any default, misrepresentation, or
breach of warranty or covenant  hereunder,  whether  intentional  or not, may be
deemed  to  extend to any prior or  subsequent  default,  misrepresentation,  or
Breach of warranty or covenant hereunder or affect in any way any rights arising
because of any prior or subsequent such occurrence.

         10.14 Severability. The provisions of this Agreement will be deemed
severable and the  invalidity  or  unenforceability  of any  provision  will not
affect the validity or enforceability of the other provisions  hereof;  provided
that if any  provision  of this  Agreement,  as  applied  to any Party or to any
circumstance, is adjudged by a Governmental Body, arbitrator, or mediator not to
be  enforceable  in  accordance  with its  terms,  the  Parties  agree  that the
Governmental Body,  arbitrator,  or mediator making such determination will have
the power to modify the  provision in a manner  consistent  with its  objectives
such that it is enforceable,  and/or to delete specific words or phrases, and in
its reduced form, such provision will then be enforceable and will be enforced.

         10.15 Expenses. Except as otherwise expressly provided in this
Agreement,  each  Party  will  bear  its own  costs  and  expenses  incurred  in
connection with the preparation, execution and performance of this Agreement and
the  Transactions  including  all fees and expenses of agents,  representatives,
financial advisors, legal counsel and accountants.

         10.16 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.  Any reference to any federal,  state,  local, or foreign Law will be
deemed also to refer to Law as amended and all rules and regulations promulgated
thereunder,   unless  the  context  requires  otherwise.  The  words  "include,"
"includes,"  and  "including"   will  be  deemed  to  be  followed  by  "without
limitation."  Pronouns  in  masculine,  feminine,  and  neuter  genders  will be
construed to include any other  gender,  and words in the singular  form will be
construed  to include  the plural and vice versa,  unless the context  otherwise
requires. The words "this Agreement," "herein," "hereof," "hereby," "hereunder,"
and words of similar  import  refer to this  Agreement as a whole and not to any
particular subdivision unless expressly so limited. The Parties intend that each
representation,  warranty,  and covenant  contained herein will have independent
significance.  If any  Party  has  breached  any  representation,  warranty,  or
covenant  contained  herein in any respect,  the fact that there exists  another
representation,  warranty  or  covenant  relating  to the  same  subject  matter
(regardless  of the  relative  levels  of  specificity)  which the Party has not
breached  will not detract from or mitigate the fact that the Party is in breach
of the first representation, warranty, or covenant.

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

         10.18 Obligations. The covenants and obligations of, and the
representations  and warranties made by or attributable to, the Company pursuant
to this Agreement will be deemed to be made by and  attributable  to the Company
and all of the Stockholders.

         10.19 Remedies. Except as expressly provided herein, the rights,
obligations  and  remedies  created  by this  Agreement  are  cumulative  and in
addition to any other rights, obligations or remedies otherwise available at Law
or in equity.  Except as  expressly  provided  herein,  nothing  herein  will be
considered an election of remedies.

         10.20 Electronic Signatures.

               (a)  Notwithstanding the Electronic Signatures in Global and
National  Commerce Act (15 U.S.C.  Sec. 7001  et.seq.),  the Uniform  Electronic
Transactions  Act,  or any other  Law  relating  to or  enabling  the  creation,
execution,  delivery,  or recordation of any Contract or signature by electronic
means, and  notwithstanding  any course of conduct engaged in by the Parties, no
Party will be deemed to have executed a Transaction  Document or other  document
contemplated  thereby  (including any amendment or other change  thereto) unless
and until such Party  will have  executed  such  Transaction  Document  or other
document  on paper by a  handwritten  original  signature  or any  other  symbol
executed  or adopted by a Party with  current  intention  to  authenticate  such
Transaction Document or such other document contemplated.

               (b)  Delivery of a copy of a Transaction Document or such other
document  bearing an  original  signature  by  facsimile  transmission  (whether
directly from one facsimile  device to another by means of a dial-up  connection
or whether  mediated by the  worldwide  web),  by  electronic  mail in "portable
document  format" or "pdf" form, or by any other  electronic  means  intended to
preserve the original graphic and pictorial appearance of a document,  will have
the same effect as physical  delivery of the paper document bearing the original
signature.  "Originally  signed" or  "original  signature"  means or refers to a
signature that has not been mechanically or electronically reproduced.

                            [signature page follows]



<PAGE>
         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.

                         Prime Medical Services, Inc.


                         By:
                            ----------------------------------------------------
                            John Q. Barnidge, Senior Vice President and
                            Chief Financial Officer



                         WCI Merger, Inc.


                         By:
                            ----------------------------------------------------
                            Phil Supple, President and
                            Chief Executive Officer



                         Winemiller Communications, Inc.


                         By:
                            ----------------------------------------------------
                         Name:
                              --------------------------------------------------
                         Title:
                               -------------------------------------------------

                   [Stockholders signatures on following page]


<PAGE>





                         -----------------------------------------------
                         Lawrence M. Kluger



                         -----------------------------------------------
                         Jeffrey C. Winemiller



                         -----------------------------------------------
                         Janet L. Winemiller



                         -----------------------------------------------
                         Brian E. Danzis



                         -----------------------------------------------
                         Stephen Williamson



                         -----------------------------------------------
                         Larry Winemiller



<PAGE>
                                   SCHEDULE I
                             to the Merger Agreement
                             dated February 7, 2003

                                  STOCKHOLDERS
                                  ------------


         Stockholders
         ------------

         Lawrence M. Kluger

         Jeffrey C. Winemiller

         Janet L. Winemiller

         Brian E. Danzis

         Stephen Williamson

         Larry Winemiller




<PAGE>
                                   SCHEDULE II
                             to the Merger Agreement
                             dated February 7, 2003

                                   DEFINITIONS
                                   -----------


         "Action" means any action, appeal, petition, plea, charge, complaint,
claim, suit, demand, litigation, arbitration, mediation, hearing, inquiry,
investigation or similar event, occurrence, or proceeding.

         "Adjusted Long-Term Liabilities" means the book value of all of the
Company's liabilities classified as long-term liabilities in accordance with
GAAP (including any portion classified as current liabilities) on the Company's
final balance sheet dated as of the Closing Date, minus $60,368.30 minus the
actual unrestricted cash reflected on the final balance sheet used for purposes
of Section 2.15(c).

         "Affiliate" or "Affiliated" with respect to any specified Person, means
a Person that, directly or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control with, such specified
Person. For this definition, "control" (and its derivatives) means the
possession, directly or indirectly, of 50% or more of the voting Equity
Interests of a Person, or the power, directly or indirectly, to vote 50% or more
of the voting Equity Interests of a Person.

         "Agreement" is defined in the preamble to this Agreement.

         "Ancillary Agreements" means the Employment Agreements and the Side
Letter Memorabilia Agreement dated February 7, 2003 between the Surviving
Corporation and Jeffrey C. Winemiller.

         "Balance Sheet Date" is defined in Section 4.8.

         "Cash Consideration" is defined in Section 2.7(c).

         "Closing" is defined in Section 2.2.

         "Closing Date" is defined in Section 2.2.

         "Closing Date Adjustment Amount" is defined in Section 2.15(b).

         "Closing Date Adjusted Merger Consideration" is defined in
Section 2.15(b).

         "Closing Statement" is defined in Section 2.15(b).

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

         "Commitment" means (a) options, warrants, convertible securities,
exchangeable securities, subscription rights, conversion rights, exchange
rights, or other Contracts that could require a Person to issue any of its
Equity Interests or to sell any Equity Interests it owns in another Person; (b)
any other securities convertible into, exchangeable or exercisable for, or
representing the right to subscribe for any Equity Interest of a Person or owned
by a Person; (c) statutory pre-emptive rights or pre-emptive rights granted
under a Person's Organizational Documents; and (d) stock appreciation rights,
phantom stock, profit participation, or other similar rights with respect to a
Person.

         "Company" is defined in the preamble to this Agreement.

         "Company Shares" is defined in the recitals to this Agreement.

         "Company Stock Certificate" is defined in Section 2.7(c).

         "Conclusive Adjustment Amount" is defined in Section 2.15(c).

         "Confidential Information" means any confidential information
concerning the businesses and affairs of Parent or the Company, as applicable.

         "Consent" means any consent, approval, notification, waiver, or other
similar action.

         "Contract" means any contract, agreement, arrangement, commitment,
letter of intent, memorandum of understanding, promise, obligation, right,
instrument, document, or other similar understanding, whether written or oral.

         "Conversion Consideration" is defined in Section 2.7(c).

         "Corporate Laws" is defined in Section 2.1.

         "Current Assets" means those assets known as "current assets" under
GAAP.

         "Current Liabilities" means those Liabilities known as "current
liabilities" under GAAP.

         "Damages" means all damages (including consequential damages), losses
(including any diminution in value), Liabilities, payments, amounts paid in
settlement, obligations, fines, penalties, expenses, costs of burdens associated
with performing injunctive relief, and other costs (including reasonable fees
and expenses of attorneys, accountants and other professional advisors, and of
expert witnesses and other costs of investigation, preparation and litigation in
connection with any Action or Threatened Action) of any kind or nature
whatsoever, whether known or unknown, contingent or vested, or matured or not
matured.

         "Dissenting Stockholder" is defined in Section 2.12.

         "Effective Time" is defined in Section 2.3.

         "Employee Agreement" means each management, employment, severance,
consulting, non-compete, confidentiality, or similar Contract between the
Company and any employee, consultant, independent contractor, or other
individuals providing services thereto pursuant to which the Company has or may
have any Liability.

         "Employee Benefit Plan" means each plan, program, policy, payroll
practice, contract, agreement (including Employee Agreements), or other
arrangement providing for compensation, severance, termination pay, performance
awards, stock or stock related awards, fringe benefits or other employee
benefits of any kind, whether formal or informal, funded or unfunded, written or
oral and whether or not legally binding, including each "employee benefit plan,"
within the meaning of Section 3(3) of ERISA and each "Multiemployer Plan" within
the meaning of Sections 3(37) or 4001(a)(3) of ERISA.

         "Employment Agreements" means the employment Contracts between
Surviving Corporation and each of Jeff Winemiller, Steve Williamson and Larry
Kluger, in substantially the forms set forth as Exhibit J.

         "Encumbrance" means any Order, Security Interest, Contract, easement,
covenant, community property interest, equitable interest, right of first
refusal, or restriction of any kind, including any restriction on use, voting,
transfer, receipt of income, or exercise of any other attribute of ownership.

         "Enforceable": a Contract is "Enforceable" if it is the legal, valid,
and binding obligation of the applicable Person enforceable against such Person
in accordance with its terms, except as such enforceability may be subject to
the effects of bankruptcy, insolvency, reorganization, moratorium, or other Laws
relating to or affecting the rights of creditors, and general principles of
equity.

         "Environment" means soil, land surface or subsurface strata, waters
(including, navigable ocean, stream, pond, reservoirs, drainage, basins,
wetland, ground, and drinking), sediments, ambient air (including indoor),
noise, plant life, animal life, and all other environmental media or natural
resources.

         "Environmental, Health, and Safety Requirements" means all Orders,
Contracts and Laws concerning or relating to public health and safety,
worker/occupational health and safety, and pollution or protection of the
Environment, including those relating to the presence, use, manufacturing,
refining, production, generation, handling, transportation, treatment,
recycling, transfer, storage, disposal, distribution, importing, labeling,
testing, processing, discharge, Release, Threatened Release, control, or other
action or failure to act involving cleanup of any hazardous materials,
substances, or wastes, chemical substances or mixtures, pesticides, pollutants,
contaminants, toxic chemicals, petroleum products or byproducts, asbestos,
polychlorinated biphenyls, noise, or radiation, each as amended and as now or
hereafter in effect and in effect at Closing.

         "Equity Interest" means (a) with respect to a corporation, any and all
shares of capital stock and any Commitments with respect thereto, (b) with
respect to a partnership, limited liability company, trust, or similar Person,
any and all units, interests or other partnership/limited liability company
interests, and any Commitments with respect thereto, and (c) any other direct or
indirect equity ownership or participation in a Person.

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

         "ERISA Affiliate" means each business or entity which is a member of a
"controlled group of corporations," under "common control" or an "affiliated
service group" with the Company within the meaning of Sections 414(b), (c) or
(m) of the Code, or required to be aggregated with the Company under Section
414(o) of the Code, or is under "common control" with the Company, within the
meaning of Section 4001(a)(14) of ERISA.

         "Exchange Act" means the Securities Exchange Act of 1934.

         "Excluded Company Shares" is defined in Section 2.7(a).

         "Expiration Date" means March 1, 2003.

         "Financial Statements" is defined in Section 4.8.

         "Foreign Corrupt Practices Act" means the Foreign Corrupt Practices Act
of 1977.

         "GAAP" means United States generally accepted accounting principles,
consistently applied.

         "Governmental Body" means any legislature, agency, bureau, branch,
department, division, commission, court, tribunal, magistrate, justice,
multi-national organization, quasi-governmental body, or other similar
recognized organization or body of any federal, state, county, municipal, local,
or foreign government or other similar recognized organization or body
exercising similar powers or authority.

         "Holdback Amount" is defined in Section 2.7(c).

         "Holdback Period" means the twelve month period beginning on the
Closing Date.

         "Indemnification Claim" is defined in Section 8.4(a).

         "Indemnitor" means any Party having any Liability to any Indemnified
Party under this Agreement.

         "Intellectual Property" means any rights, licenses, liens, security
interests, charges, encumbrances, equities and other claims that any Person may
have to claim ownership, authorship or invention, to use, to object to or
prevent the modification of, to withdraw from circulation or control the
publication or distribution of any: (a) copyrights in both published works and
unpublished works, (b) fictitious business names, trading names, corporate
names, registered and unregistered trademarks, service marks, and applications,
(c) any (i) patents and patent applications, and (ii) business methods,
inventions, and discoveries that may be patentable, (d) computer software or
middleware, and (e) know-how, trade secrets, confidential information, customer
lists, software (source code and object code), technical information, data,
process technology, plans, drawings, and blue prints.

         "Interim Balance Sheet" means the most recent balance sheet contained
within the Interim Financial Statements.

         "Interim Financial Statements" is defined in Section 4.8.

         "Initial Merger Consideration" is defined in Section 2.15.

         "Initial Merger Consideration Adjustments" is defined in Section
2.15(a).

         "Knowledge": an individual will be deemed to have "Knowledge" of a
particular fact or other matter if (a) such individual is actually aware of such
fact or other matter; or (b) such individual should reasonably be aware of such
fact or matter. A Person other than an individual will be deemed to have
"Knowledge" of a particular fact or other matter if (i) any individual who is
serving, or who has at any time served, as a director, manager, officer,
partner, member, executor, trustee, or similar position of such Person or a
Subsidiary of such Person (or in each case any similar capacity) or (ii) any
employee who is charged with or who has at any time been charged with management
level responsibility for a particular area of the operations of such Person or
its Subsidiaries (i.e., an employee in charge of any section with respect to
knowledge of environmental matters), has, or at any time had, Knowledge of such
fact or other matter.

         "Law" means any law (statutory, common, or otherwise), constitution,
treaty, convention, ordinance, equitable principle, code, rule, regulation,
executive order, or other similar authority enacted, adopted, promulgated, or
applied by any Governmental Body, each as amended and now and hereinafter in
effect.

         "Liability" or "Liable" means any liability or obligation, whether
known or unknown, asserted or unasserted, absolute or contingent, matured or
unmatured, conditional or unconditional, latent or patent, accrued or unaccrued,
liquidated or unliquidated, or due or to become due.

         "Majority Interest" is defined in Section 8.2.
         "Material Adverse Change (or Effect)" means a change (or effect) in the
financial condition, properties, assets, Liabilities, rights, obligations,
operations or business which change (or effect), individually or in the
aggregate, could reasonably be expected to be materially adverse to such
financial condition, properties, assets, Liabilities, rights, obligations,
operations or business.

         "Merger" is defined in the recitals to this Agreement.

         "Merger Certificates" is defined in Section 2.3.

         "Merger Consideration" is defined in Section 2.7(c).

         "Merger Sub" is defined in the preamble to this Agreement.

         "Merger Valuation" is defined in Section 2.7(c).

                "Most Recent Year End" is defined in Section 4.8.

         "Multiemployer Plan" is defined in ERISA Section 3(37).

         "Order" means any order, ruling, decision, verdict, decree, writ,
subpoena, mandate, precept, command, directive, Consent, approval, award,
judgment, injunction, or other similar determination or finding by, before, or
under the supervision of any Governmental Body, arbitrator, or mediator.

         "Ordinary Course of Business" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity,
quality, and frequency) in the industry in which the relevant Person and its
Subsidiaries does business.

         "Organizational Documents" means the articles of incorporation,
certificate of incorporation, charter, bylaws, articles of formation,
regulations, operating agreement, certificate of limited partnership,
partnership agreement, and all other similar documents, instruments or
certificates executed, adopted, or filed in connection with the creation,
formation, or organization of a Person, including any amendments thereto.

         "Parent" is defined in the preamble to this Agreement.

         "Parent Common Shares" is defined in the recitals to this Agreement.

         "Parent Financial Statements" is defined in Section 3.7.

         "Parent Indemnitees" means any Stockholder and its officers, directors,
managers, employees, agents, representatives, controlling Persons, stockholders,
and their Affiliates.

         "Parent Parties" is defined in the preamble to this Agreement.

         "Parent SEC Documents" means all reports or registration statements
filed by Parent with the SEC under the Securities Act and the Exchange Act.

         "Party" or "Parties" is defined in the preamble to this Agreement.

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Permit" means any permit, license, certificate, approval, Consent,
notice, waiver, franchise, registration, filing, accreditation, or other similar
authorization required by any Law, Governmental Body, or Contract.

         "Permitted Exceptions" is defined in Section 5.14(a).

         "Person" means any individual, partnership, limited liability company,
corporation, association, joint stock company, trust, entity, joint venture,
labor organization, unincorporated organization, or Governmental Body.

         "Post-Closing Estimated Adjustment Amount" is defined in Section
2.15(c).

         "Receivables" means all receivables of the Company, including all
Contracts in transit, manufacturers warranty receivables, notes receivable,
accounts receivable, trade account receivables, and insurance proceeds
receivable.

         "Release" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing, or
other release into the Environment.

         "Released Parties" is defined in Section 9.5(b).

         "Schedules" means the Schedules to this Agreement.

         "SEC" means the United States Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933.

         "Security Interest" means any security interest, deed of trust,
mortgage, pledge, lien, charge, claim, or other similar interest or right,
except for (i) liens for taxes, assessments, governmental charges, or claims
that are being contested in good faith by appropriate Actions promptly
instituted and diligently conducted and only to the extent that a reserve or
other appropriate provision, if any, has been made on the face of the Financial
Statements in an amount equal to the Liability for which the lien is asserted,
(ii) statutory liens of landlords and warehousemen's, carriers', mechanics',
suppliers', materialmen's, repairmen's, or other like liens (including
Contractual landlords' liens) arising in the Ordinary Course of Business and
with respect to amounts not yet delinquent and being contested in good faith by
appropriate proceedings, only to the extent that a reserve or other appropriate
provision, if any, has been made on the face of the Financial Statements in an
amount equal to the Liability for which the lien is asserted; and (iii) liens
incurred or deposits made in the Ordinary Course of Business in connection with
workers' compensation, unemployment insurance and other similar types of social
security.

         "Stock Consideration" is defined in Section 2.7(c).

         "Stockholder Indemnitees" means (a) Parent, Merger Sub, and their
officers, directors, managers, employees, agents, representatives, controlling
Persons, and stockholders, and (b) Surviving Corporation and any Person who was
an officer, director or employee of the Company and continues as an officer,
director or employee of Surviving Corporation following the Closing if such
Person prior to, at and after the date hereof and the time of Closing is not a
Stockholder or an Affiliate thereof.

         "Stockholder Release" is defined in Section 9.5(a).

         "Stockholders" is defined in the preamble to this Agreement.

         "Subsidiary" means, with respect to any Person: (a) any corporation of
which more than 50% of the total voting power of all classes of the Equity
Interests entitled (without regard to the occurrence of any contingency) to vote
in the election of directors is owned by such Person directly or through one or
more other Subsidiaries of such Person and (b) any Person other than a
corporation of which at least a majority of the Equity Interest (however
designated) entitled (without regard to the occurrence of any contingency) to
vote in the election of the governing body, partners, managers or others that
will control the management of such entity is owned by such Person directly or
through one or more other Subsidiaries of such Person.

         "Surviving Corporation" is defined in Section 2.1.

         "Tax" means any federal, state, local, or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,
premium, windfall profits, environmental (including taxes under Code Section
59A), customs, ad valorem, duties, capital stock, franchise, profits,
withholding, social security, unemployment, disability, real property, personal
property, sales, use, transfer, registration, value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not.

         "Tax Return" means any return, declaration, report, claim for refund,
or information return or statement relating to Taxes required to be filed with
any Governmental Body, including any schedule or attachment thereto and all
audit reports, letter rulings, technical advice memoranda and similar documents
issued by a Government Body, and including any amendment thereof.

         "Termination Date" means the earlier to occur of (a) the Expiration
Date and (b) the date on which this Agreement is terminated pursuant to Section
7.1.

         "Termination Statement" means a Form UCC-3 or analogous filing
terminating the filing of a security interest at the proper state or county
filing office, as applicable.

         "Threatened" means a demand or statement has been made (orally or in
writing) or a notice has been given (orally or in writing), or any other event
has occurred or any other circumstances exist that would lead a prudent Person
to conclude that a cause of Action or other matter is likely to be asserted,
commenced, taken, or otherwise initiated.

         "Threatened Release" means any event that has occurred or other
circumstances that exist that could lead a prudent Person to conclude that any
Release whether intentional or unintentional, is reasonably likely to occur now
or in the future.

         "Transaction Documents" means this Agreement and the Ancillary
Agreements.

         "Transactions" means all of the transactions contemplated by this
Agreement, including: (a) the Merger, the filing of the Merger Certificates, and
Parent's delivery of the Merger Consideration hereunder; (b) the execution,
delivery, and performance of all of the documents, instruments and agreements to
be executed, delivered, and performed in connection herewith, including each
Ancillary Agreement; and (c) the performance by the Parent Parties, the Company,
and the Stockholders of their respective covenants and obligations (pre- and
post-Closing) under this Agreement.

         "Treas. Reg." means the proposed, temporary and final regulations
promulgated under the Code.

         "Unpermitted Exception" is defined in Section 5.14(b).

         "Working Capital" means the amount equal to Current Assets minus
Current Liabilities.