UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

                                   FORM 10-KSB
(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934 FOR THE FISCAL YEAR ENDED:  January 31, 2001

                                       OR

[  ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
ACT
      OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                        Commission file number: 000-29097

                             CANTRONICS CORPORATION
              (Exact name of small business issuer in its charter)

            Nevada                                  86-0930437
(State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)              Identification No.)
     116-3823 Henning Drive
   Burnaby, British Columbia                          V5C 6P3
(Address of principal executive offices)            (Zip Code)

                    Issuer's telephone number: (604) 294-6588

Securities Registered Under Section 12(b) of the Exchange Act:     None

Securities Registered Under Section 12(g) of the Exchange Act:     Common Shares
                                                                $0.001 par value
                                                                (Title of class)

     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes [ X ]   No [   ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

     Revenue for the most recent fiscal year: $1,113,392

     Aggregate market value of voting stock held by non-affiliates of the
Registrant, as of May 31, 2001: $2,435,825

     Number of shares outstanding of each of the Registrant's classes of common
equity, as of May 31, 2001:  63,243,600 Common Shares

<PAGE>
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     Documents Incorporated by Reference:  Registrant's Registration Statement
on Form 10-KSB and all exhibits thereto as filed with the Securities Exchange
Commission on January 24, 2000 and all amendments thereto are incorporated by
reference into Part III of this Annual Report.

     Registrant's Report on Form 8-K as filed on March 23, 2000, March 26, 2001,
April 2, 2001, April 20, 2001, April 30, 2001, May 1, 2001 and June 6, 2000 and
all amendments thereto are incorporated into Part III of this Annual Report.

<PAGE>

Page 3

                                 TABLE OF CONTENTS

PART I                                                                     4
------
ITEM 1.     DESCRIPTION OF BUSINESS                                        4
ITEM 2.     PROPERTIES                                                    16
ITEM 3.     LEGAL PROCEEDINGS                                             16
ITEM 4.     SUBMISSION OR MATTERS TO A VOTE OF SECURITY HOLDERS           16

PART II                                                                   16
ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS      16
ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS                          17
ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                   20
ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURES                          20

PART III                                                                  20
ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT             20
ITEM 10.     EXECUTIVE COMPENSATION                                       23
ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
             OWNERS AND MANAGEMENT                                        24
ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS               26
ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K                             26


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PART I

Enforcement of Legal Remedies

     Certain officers and directors of Cantronics Corporation (the "Company")
and other persons involved with the Company as professional advisors are
resident in Canada.  As a result, it may be difficult to effect service within
the United States upon such persons or to realize on any judgment by any court
of the United States which is predicted on civil liabilities under the
Securities Act of 1933, as amended (the "1933 Act"), or the Securities Exchange
Act of 1934, as amended (the "1934 Act").  There is doubt as to the
enforceability in Canada, either in original actions or through enforcement of
United States judgments, of liabilities predicated solely upon violation of the
1933 Act or the 1934 Act, or the rules and regulations promulgated thereunder.

Note Regarding Forward-Looking Statements

     Except for statements of historical fact, certain information contained
herein constitutes "forward-looking statements," including, without limitation,
statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future
events or performance (often, but not always, using words or phrases such as
"expects" or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", "estimates" or "intends", or stating that certain actions,
events or results "may", "could", "would", "might" or "will" be taken, occur or
be achieved) are not statements of historical fact and may be "forward-looking
statements."  Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results or
achievements of the Company to be materially different from any future results
or achievements of the Company expressed or implied by such forward-looking
statements.  Such factors include, among others, the following: the Company's
limited operating history, competition, the telecommunications regulatory
environment, dependency upon facility based carriers, dependency on the
integrity of call records, minimum volume commitments, dependency on effective
information systems, dependency on key personnel and other risks associated with
the telecommunications industry.  See "Description of Business - Risk Factors."
Such statements are included, among other places, in this document under the
headings "Description of Business," "Description of Properties" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

ITEM 1.     DESCRIPTION OF BUSINESS.

     HISTORY OF THE COMPANY

     Cantronics Corporation (the "Company" or "Registrant") distributes and
manufactures electro-optics and condition monitoring equipment.  The Company was
incorporated under the Nevada Corporation Code on February 25, 1998, under the
name Solo & Hurst, Inc.

     The Company was inactive (had Nil assets) from incorporation to December
18, 2000 when Solo & Hurst, Inc. acquired 100% of the issued and outstanding
shares of Cantronic Systems Inc., a corporation duly organized on February 28,
1997 under the laws of the Province of British Columbia, Canada. In the share
exchange transaction, stockholders of Solo & Hurst, Inc. who controlled 98% of
its issued and outstanding stock transferred their 98% interest to the
stockholder and affiliates of Cantronic Systems Inc.  In exchange, the
stockholder of Cantronic Systems Inc. transferred her  100% interest in
Cantronic Systems Inc. to Solo & Hurst, Inc.  Solo & Hurst issued no new shares
in connection with this acquisition.  The transaction was recorded using
accounting principles applicable for a reverse acquisition whereby Cantronic
Systems Inc. was treated as being recapitalized since immediately after the
share exchange, the former stockholder of Cantronic Systems Inc. and its
affiliates controlled 98% of the common stock of the Company.  Following the
accounting for reverse acquisitions, the financial statements subsequent to
closing of the share exchange agreement are presented as a continuation of
Cantronic Systems Inc.  Accordingly, the operations of Solo & Hurst, Inc. are
consolidated with those of Cantronic Systems Inc. since the date of acquisition.
Financial information contained in this annual report is presented as a
continuation of Cantronic Systems Inc.  Following the transaction, the Company
changed its name to Cantronics Corporation and effected a 20 for 1 forward split
of its common stock par value $0.001.

     Immediately prior to the acquisition, the Company had 60,000,000 shares of
common stock outstanding (after taking into account the 20 for 1 forward split).
As part of the acquisition, and in exchange for all of the outstanding common

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stock of Cantronic Systems, Inc., the Company issued 59,000,000 shares of common
stock  (after taking into account the 20 for 1 split) to the shareholders and
affiliates of Cantronic Systems, Inc.

     Solo & Hurst, Inc. filed a registration statement with the Securities and
Exchange Commission on January 24, 2000.  The Company's common shares have been
never traded on any stock exchange or quotation system.

     On February 2, 2001, the Company acquired 100% of the issued and
outstanding share capital of Condition Monitoring Training Institute Inc.
("CMTI"), a company incorporated pursuant to the laws of the Province of British
Columbia, and it's wholly-owned US subsidiary Academy of Infrared Thermography,
Inc. ("AIRT") in a share exchange transaction.  As a result of the transaction,
the Company issued 2,750,000 common shares to the shareholders of CMTI.
Cantronic Systems Inc., CMTI and AIRT are the operating entities for the
Company's electro-optics and condition monitoring equipment distribution,
manufacturing, and training business.

     BUSINESS OF THE COMPANY

     The Company, through its wholly-owned subsidiaries, Cantronic Systems Inc.,
CMTI and AIRT, manufactures, distributes, and provides training on
electro-optics and condition monitoring equipment for industrial facilities.
The Company offers integrated solutions in the field of condition monitoring and
predictive maintenance and infrared imaging.  It is the Company's goal to create
greater efficiencies with products and services and business practices that are
already proven on a smaller scale.  The Company sells its condition monitoring
systems to businesses in all major standard industrial classifications,
including aerospace, food processing, chemicals, mining, utilities, forest
products, steel, tire, glass and electronics.

     The Company's thermal imaging systems use advanced sensing and image
processing infrared technologies that detect infrared radiation, or heat,
that enables the operator to measure minute temperature differences and to see
objects in daylight or total darkness and through smoke, haze and most types of
fog. The Company's products can also incorporate image analysis software. The
Company's thermal imaging systems are also used for a broad range of
applications including condition monitoring of industrial equipment, research
and development, manufacturing processes, night vision, firefighting and medical
imaging.

     The Company markets its condition monitoring systems primarily through
direct salespeople, and a number of distributors and consultants located
throughout the United States, Canada, Europe, the Middle East, Latin America,
and Asia. The Company is developing an interactive and intuitive Web site to
market and support its products worldwide.

Condition Monitoring Equipment Systems

     Overview

     Rotating machinery that is used in industry can be very costly to repair if
an unexpected breakdown occurs. Condition monitoring equipment systems carry out
real-time condition monitoring of equipment and receive instant warning of
machinery that needs repair.  The Company's online monitoring systems perform
advanced functions that effectively monitor machinery thereby reducing the cost
of repairs, downtime and rejected product or lost services.

     An online monitoring system for machines provides the data resolution
necessary to identify the fundamental causes of problems. The minimum
information for machinery parameters includes vibration information, machinery
parameters (bearing temperatures, seal leakage, etc.) and process information.
Systems that rely on vibration amplitude alone may be able to protect the plant,
its personnel and the environment by saving the machine from serious mechanical
problems.

     The Industry

     Turbines, compressors and other types of large, rotating machinery designed
to operate continuously for many years are used extensively in the petrochemical
and power generation industries. if the machinery breaks down it can be
expensive to the user, both in terms of lost production and repair cost.
Monitoring rotating machinery requires rapid collection, management and analysis
of vast amounts of data. Once this data is available, it can be used to monitor
the performance and efficiency of the machinery.  Machinery monitoring systems
can be developed to adjust operating parameters of the equipment to maximize
output and minimize fuel cost.

     Continuous monitoring of machine processes is one of the most efficient
methods used to assess the condition of machinery.  Vibration condition


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monitoring is found in heavy industrial markets such as petrochemical, pulp and
paper, and power generation. However, the high saturation of these end-user
markets has led equipment vendors to seek out and develop niche markets for
growth.

     Machinery monitoring systems utilize high-speed digital signal
processing technology and sophisticated monitoring software to continuously
monitor vibration, temperature, pressure and flows in this type of machinery.
The current operating characteristics of the machine can be compared to when the
machine was new.  This comparison can be used to monitor wear in bearings,
blades, and other parts, and to predict failures.  The analysis can be conducted
automatically without the presence of a skilled engineer at the equipment site.
Predictions can be used to schedule maintenance before breakdowns occur.

     According to strategic research conducted by Frost & Sullivan, revenues
from the sale of vibration condition monitoring equipment in the United States
market reached $259 million in 1998.   However, the revenue growth rate
significantly decreased in 1998 due to repercussions from the Asian economic
crisis.  Growth is expected to remain depressed in the United States until Asia
recovers.  Frost & Sullivan estimate that the emerging Asian economies combined
with the existing markets in North America and Europe create a worldwide market
for condition monitoring equipment estimated to be 1.6 to 2 billion dollars per
year.

     A growing number of European Union directives and national regulations
that set limits on environmental and industrial noise and vibration are expected
to drive significant demand for monitoring systems. This legislation will result
in corporations being required to perform noise or vibration tests.

     It is important to monitor the condition of the installed plant so as to
effectively maintain and preserve the assets for as long as possible. The aims
of condition monitoring equipment can be summarized as follows:

     -  reduce or eliminate unplanned failures of rotating equipment;

     -  maximize the serviceable life of machinery and thus reduce maintenance
        and replacement costs;

     -  efficiently plan the use of maintenance resources during machinery
        overhauls;

     -  reduce the stores of inventory of spare parts that were used for
        unnecessary replacement; and

     -  reduce inventory insurance premiums.

     The scope for application condition monitoring techniques is vast and may
involve the acquisition of any identifiable value, measured, inferred or
derived, for comparison with past records or established criteria. The main
groups of existing techniques are, physical inspection, wear product and
contamination analysis, process performance measurement, thermodynamic
performance monitoring and vibration monitoring.

     Operations

     The Company's condition monitoring equipment systems products are
distributed and manufactured by its wholly owned subsidiary Cantronic Systems
Inc.  In the financial period ended January 31, 2001, no research and
development expenses were incurred on the development of condition monitoring
equipment.  The Company incurred $43,495 in research and development expenses of
condition monitoring equipment for the fiscal period ended January 31, 2000.

     Online Vibration Monitoring System Products

     The Company has extensive experience in providing portable and on line
vibration and predictive maintenance monitoring systems to industrial customers.
The Company has designed the Machine Log 4000 Series ("ML4000") as a field
instrument to meet all aspects of vibration monitoring of rotating equipment,
from start-up/coast-down to on-line surveillance of vibration. The system
provides high-level analysis capabilities for vibration specialists including
shaft rotor dynamics analysis with phase synchronized vibration data for every
measurement channel. It also features an optional fault analysis expert system
for automated fault diagnosis. The ML4000 monitoring system performs real-time
condition monitoring of equipment and provides instant warning of machinery that
needs repair. The ML4000 predicts pending problems and plans preventative
maintenance schedules.

     ML4000 Series

     The ML4000 series is configured into three components - ML4100, ML4200 and
ML4300. All three configurations are available in 16 channels, one signal
processing module and expandable to 128 channels with additional signal
processing modules.  These three components can be connected via industrial

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standard local area network to form a distributed system to cover a large area
of the industrial plant and several operating units.  The ML4000 provides the
following advantages to users:

     - prevents down-time;

     - reduces maintenance costs;

     - predicts and prevents breakdowns;

     - extends the  life of machinery; and

     - prevents damaged equipment from deteriorating further.

     The ML4000 system features a modular design structure which can be
expanded to meet customer requirements; from small monitoring applications to
enterprise-wide multiple facility networked monitoring.

     The ML4000 systems use multiple digital based signal processing modules to
input signals in parallel which allows synchronized real time data processing of
all input channels.  The Company's proprietary design also allows effective
handling of transient and steady state signals on the same unit.  The ML4000
synchronizes multi-bearing analysis and display in real time, which allows
accurate analysis and correlation between machine shafts and trains.

     ML4100
     ------

     The ML4100 is a 19 inch rack-mounted standard industrial personal computer
unit with a non-integrated monitor and maximum input of 128 dynamic channels.
The ML4100 is a permanently installed unit suitable for round the clock on-line
dynamic condition monitoring.

     ML4200
     ------

     The ML4200 is a 19 inch rack-mounted integrated industrial personal
computer unit with an integrated monitor and a maximum input of 32 dynamic
channels. The ML4200 is a permanently installed unit suitable for round the
clock on-line dynamic condition monitoring.

     ML4300
     ------

     The ML4300 is a portable system used for trouble shooting/testing and
startup/coast-down analysis. The ML4300 has a maximum input of 32 channels, LCD
display and a port for an optional external VGA monitor, a printer and mouse
port. The ML4300 is suitable for trouble shooting, testing and in field
diagnosis for machines with no continuous monitoring system.

     Competition

     The Company estimates that fewer than 20 companies participate in the
United States vibration condition monitoring market. Most of these companies
manufacture products for protection systems, predictive systems and portable
systems, although few have significant market share.

     There are a number of competitors marketing similar products to the ones
manufactured and distributed by the Company.  The North American market is
dominated by a small number of large companies.  Mergers and acquisitions have
and continue to compress the amount of companies operating in this field in
North America.  Management of the Company believes that the opportunity for
growth and expansion of the Company lies in the Asian markets and to a lesser
extent the European market where consolidation of manufacturers and distributors
has not occurred to the extent that it has in North America.

     The Company has developed a customer service niche in the industry with
which larger more rigid competitors may have difficulty competing.  The
Company's size allows it to adapt and modify its products to the customers'
specific needs.  Additionally the Company's efficient operations and corporate
diversity allows it to sell its products which are equal to or superior to the
competitor's products at a better price.

     The Company faces competition for its products from competitors of varying
sizes and manufacturing and financial capabilities.  The Company has identified
two other corporations which are engaged in the manufacture and production of
online vibration monitoring systems products.

     Bently Nevada is a privately owned corporation based in Minden, Nevada,
USA.  It employs more than 1700 employees in over 80 sales and service offices
in the principal industrial centers of 40 countries.  It's primary business is

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to help customers protect and manage their rotating and reciprocating machinery.
Bently Nevada provides products, training, and engineering services via a
factory-trained, direct sales and service force, and vertically integrated
engineering and manufacturing operations located on three continents.

     Bently Nevada targets two primary industries: the hydrocarbon processing
industries and the power generation industries. However, its products are also
used in the mining, pulp and paper, food, pharmaceutical, water treatment,
manufacturing, marine, and metals industries.

     Computational Systems Inc., based in Knoxville, Tennessee, is a
wholly-owned subsidiary of Emerson Electric Company, a public corporation
based in St. Louis, Missouri.  Computational Systems Inc. employs over 400
employees working in advanced maintenance systems. with offices and affiliates
throughout the United States and around the world. It offers maintenance
management consulting and training, technology training, contract predictive
maintenance services, tribology lab services, and advanced engineering and
diagnostic capabilities through its services division.

     Marketing and Sales Strategy

     The Company manufactures and distributes equipment for industrial
production facilities that use rotating machinery and electrical equipment in
their process, such as utilities, petroleum and petrochemical plants, chemical
production facilities, pulp and paper mills, sawmills, shipyards, etc.  The
products also have applications in the aerospace, medical and research
industries.

     The Company intends to focus its expansion efforts predominately on the
Asian and European markets while continuing to develop its North American sales
through it's wholly owned subsidiary, Cantronic Systems Inc.

     Independent Agents

     The Company distributes its condition monitoring equipment products through
outside distributors and sales consultants in Taiwan, South Korea, Spain, Egypt,
China, Australia, the United States and Singapore.

     Infrared Imaging Cameras and Infrared Night Vision Systems

     Overview

     Infrared radiation is light that is not visible because its wavelength is
too long to be detected by the human eye. Unlike visible light, infrared
radiation is emitted directly by all objects and materials. Thermal imaging
systems are used to detect infrared radiation and convert it into an electronic
signal, which is then processed and formatted into a video signal and displayed
on a monitor. These systems are distinguished from one another by their
capability to detect and resolve infrared radiation, the clarity of the image
displayed, detection range, system reliability, price and adaptability to a
variety of customer requirements. Thermal imaging systems, unlike night vision
goggles, enable the operator to see objects in total darkness and through
obscurants such as smoke, haze and most types of fog. Advanced thermal imaging
systems can also detect and measure minute temperature differences.

     Early applications of thermal imaging technology primarily involved the
use of expensive high-resolution systems in military combat applications such as
weapons targeting, where performance factors were more important than price.  A
simpler form of the technology was also employed in limited commercial
applications such as detecting heat loss from buildings or houses, where price
was more important than sophisticated performance.  Consequently, a large group
of potential users in both the commercial and government markets did not use
thermal imaging technology since available systems either failed to meet
performance requirements or were too expensive.

     An infrared detector, which absorbs infrared radiation and converts it
into an electronic signal, is a primary component of thermal imaging systems.
Until recently, thermal-imaging systems relied on infrared detectors, which
needed to be cooled to near absolute zero in order to operate. This technology
is sometimes referred to as "cooled" detector technology. The cryogenic
"coolers" needed for such detectors are expensive components that consume a
great amount of power and add to the weight, size and overall complexity of the
system.

     Thermal imaging systems that use new "uncooled" detector technology do
not require these cooling components but instead operate at room temperature.
This feature allows for cheaper, smaller, lighter, more energy efficient,
solid-state systems. These factors are expected to increase the demand for such
systems in existing market segments and create demand in new market segments,
such as fire fighting and machine vision.

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     Business Strategy

     To January 31, 2001, there were minimal sales recognized from this product
line.  The Company penetrated the commercial market by developing customized
products with increased flexibility and features, in addition to software
analysis tools. The Company's handheld commercial thermal imaging systems
incorporate a thermal imaging detector housed in a compact self-contained unit,
a liquid crystal display, video display or viewfinder, an embedded processor and
various image analysis software packages. A liquid crystal display like that of
a home video camera is a standard feature in most models. The thermal image can
also be displayed on an independent video display. The systems also include a
personal computer-based processor that allows accurate measurement of minute
temperature differences and extensive real-time analysis and post-processing of
the acquired image.

     Operations

     The Company's infrared imaging cameras and infrared night vision systems
products will also be distributed and manufactured by its wholly owned
subsidiary Cantronic Systems Inc.  In the financial period ended January 31,
2001 and January 31, 2000, the company spent $70,197 and $6,220 respectively on
research and development.  To offset research and development expenditures
incurred on this product and expenditures on condition monitoring equipment (pg
6), the Company received government grants of $13,882 and $5,245 for the years
ended January 31, 2001 and 2000, respectively).

     Infrared Imaging Cameras and Infrared Night Vision Systems Products

     IR805 Uncooled Thermography Camera
     ----------------------------------

     The Model IR805 camera is a precision, portable, uncooled infrared imaging
radiometer using an advanced thermoelectric sensor. The thermoelectric sensor is
inherently radiometric and exhibits extensive dynamic range. The IR805
accurately measures temperature which makes the product useful for applications
such as predictive and preventive maintenance, quality control and new product
development.

     IR820 Uncooled Thermography Camera
     ----------------------------------

     The Model IR820 camera is a compact, uncooled industrial infrared
thermography system which uses full screen voice recording. The large capacity
PC memory card records rapidly and reliably.  Automatic alarms for temperature
exceeding set points and automatic search function of image at maximum
temperature provides fast and accurate processing of images.

     IR860 Infrared Imaging Camera
     -----------------------------

     The Model IR860 infrared imaging camera is a real-time, portable
radiometric-imaging camera using an advanced uncooled infrared FPA sensor.

     IA113/IA116 Imaging Analysis Series
     -----------------------------------

     The Model IA113/IA116 is a very high sensitivity infrared imaging system,
which can be developed for custom applications.


     Competition

     The Company operates in a highly competitive industry and competes with
competitors with substantially greater resources and significantly greater
market share than the Company.  The Company expects that competition will
continue to intensify in the future due to the increase in the size, resources
and number of market participants.  In each of its markets, the Company will
face competition from larger, better capitalized competitors with greater
resources.

     The speed with which companies can identify new applications for existing
products, develop products to meet those needs and supply commercial quantities
at low prices to the market are important competitive factors. Additionally, the
Company's products compete indirectly with numerous other products such as image
intensifiers and low-light cameras for limited military and governmental funds.

     There are a number of competitors marketing similar products to the ones
manufactured and distributed by the Company.  The North American market is
dominated by a small number of large companies.  Mergers and acquisitions have
and continue to compress the amount of companies operating in this field in
North America.  Management of the Company believes that the opportunity for

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Page 10

growth and expansion of the Company lies in the Asian markets and to a lesser
extent the European market where consolidation of manufacturers and distributors
has not occurred to the extend that it has in North America.

     The Company faces competition for its products from competitors of varying
sizes and manufacturing and financial capabilities.  The Company has identified
one other company, FLIR Systems, Inc. which is engaged in the manufacture of
thermal imaging.

     FLIR Systems, Inc. is a prominent corporation involved in the design,
manufacture and marketing of thermal imaging and broadcast camera systems for a
wide variety of commercial and government applications including condition
monitoring, research and  development, manufacturing process control, airborne
observation and broadcast, search and rescue, drug interdiction, surveillance
and reconnaissance, navigation safety, border and maritime patrol, environmental
monitoring and ground- based security.

     Marketing and Sales Strategy

     The Company's infrared imaging cameras and infrared night vision products
provide state-of-the-art imaging technology. The product configurations and
image analysis software tools increase the ability of the Company to provide
products tailored to meet individual customer requirements. The Company has also
developed and is continuing to market innovative new products utilizing advanced
"uncooled" thermal imaging technology in addition to the Company's continuing
line of products that incorporate "cooled" detector technology.

     The commercial market is comprised of a broad range of thermal imaging
applications. This market has evolved from the use of simple heat sensing
devices to sophisticated temperature measuring instruments that use a variety of
accessories and extensive image analysis software. The commercial market has
expanded due to the increasing emphasis on improving manufacturing efficiency
and product quality, underscored by the growing importance of quality assurance
programs such as International Standards Organization (ISO) 9000 and the
increasing complexity of manufacturing processes.  Uncooled thermal imaging
technology has created opportunities to further penetrate existing market
segments as well as to create demand in new markets that can benefit from the
enhanced price and performance of such technology. The growth of the commercial
market has also been driven by improvements in hardware functionality, enhanced
image analysis software performance and declining hardware prices.

     The commercial market primarily consists of the following market segments:

     Condition Monitoring
     --------------------

     Thermal imaging systems are used for monitoring the condition of equipment.
Such monitoring allows for the detection of equipment faults so they can be
repaired.  This increases the equipment's productivity and avoids failures or
major equipment damage, which in turn significantly reduces operating expenses
by lowering repair costs and reducing downtime. Improved functionality of image
analysis software, longer battery operation and simplicity of system operation
are critical factors for this market segment. Specific condition monitoring
applications include locating and repairing defective power transmission
components or electrical connections, predicting the end of life of bearings in
rotating machinery, evaluating the integrity or amount of insulation in a
building or container and locating roof leaks and related damage.

     Research and Development
     ------------------------

    Thermal imaging is a useful tool in a wide variety of research and
development applications because of its non-destructive analysis capability.
Thermal imaging can be effectively used in the research and design of components
or products as many component and product designs involve the use or control of
heatFor example, thermal imaging is used in laser design to determine the power
distribution of the beam, in the development of diesel engines using
ceramic-coated pistons to determine proper adhesion of the ceramic to the metal
piston and in the design of rubber tires to evaluate uniform heat distribution.
Research and development applications typically require very high performance
systems with extensive software capabilities and tools to analyze the thermal
image.

     Manufacturing Process
     ---------------------

    The ability to determine whether a manufacturing control process will
produce acceptable results at the earliest point in the production cycle is
critical to quality assurance and cost reduction. Thermal imaging and image
analysis allow for the monitoring and control of heat, which is used in
virtually all industrial processes. Similarly, thermal-imaging systems can
identify moisture and contaminants and help identify the thickness of material
as well as the integrity of the bonding of composite materials.  Thermal imaging


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applications for manufacturing process control are varied and extensive,
including monitoring the quality of metal, plastic and glass cast parts, which
are highly dependent upon the temperature distribution in the mould, monitoring
the quality of paper, which is dependent upon proper and even moisture
distribution during the drying process, and monitoring the quality of products
such as rubber gloves, which can be thermally examined to locate abnormally warm
or cool spots, indicating non-uniform thickness that may result in a quality
defect.

     Airborne Observation and Broadcast
     ----------------------------------

     The use of airborne observation and broadcast systems is becoming a
standard tool for television stations and broadcast networks. This technology is
also used by law enforcement agencies around the world for surveillance, suspect
search and apprehension and officer support. This market segment typically
requires either very high  performance daylight cameras or dual imaging systems
with both visible light and thermal imaging capabilities, in addition to
state-of-the-art stabilization, the ability to provide jitter-free images from
great distances, and the ability to downlink the information from the aircraft
to the production studio or command center on a real-time basis. Applications
should increase as system size and weight continue to decline, enabling the use
of systems on small and weight-restricted helicopters. In addition, law
enforcement agencies have established thermal imaging as a primary support tool
and should continue to take advantage of favorable prices.

     New Commercial Market
     ---------------------

     New market segments for thermal imaging are opportunities developing due to
the availability, cost effectiveness and enhanced performance characteristics of
uncooled thermal imaging technology. Machine vision and fire fighting are
near-term market opportunities, while landing guidance; maritime navigation,
security and handheld law enforcement support represent future growth
opportunities. Machine vision is a manufacturing process control that allows for
real-time, fully automated regulation and guidance of the assembly or
manufacturing process. As system prices decline, uncooled thermal imaging
technology will provide cost effective solutions for a wide variety of new
commercial applications.

     Government Market
     -----------------

     The government market is also comprised of a broad range of thermal imaging
applications. Although the majority of government applications require the use
of cooled technology, uncooled thermal imaging systems can be used for
ground-based security, handheld observation and mine detection applications.
Customers in the government market demand competitively priced systems that can
be mounted on a variety of helicopters, airplanes and ships, operate in
different climatic conditions and perform a variety of tasks requiring high
image resolution quality and substantial image stabilization.

     The market for Infrared Imaging Cameras continues to show strong growth.
Vision Systems estimates that industry revenues for North American suppliers in
1999 totaled $2.11 billion, compared with $1.86 billion in 1998. The numbers
reflect worldwide sales and value-added original equipment manufacturer
components. The market for Infrared Imaging Equipment is greater in Europe due
to less restrictive government policy with respect to the technology.  Vision
Systems estimates the worldwide market for Infrared Imaging equipment to be
between 8 to 10 billion dollars annually.


Independent Agents

     The Company intends to distribute its infrared imaging cameras and infrared
night vision systems through outside distributors and sales consultants in
Taiwan, South Korea, Spain, Egypt, China, Australia, the United States and
Singapore.

Business Strategy

     Management of the Company believes that there is a global market for
equipment relating to online vibration monitoring system products and infrared
imaging cameras and infrared night vision system products. The Company intends
to focus its expansion efforts predominately on the Asian and European markets
and continue to develop its North American market. The Company intends to
continue to support, train and expand its existing network of distributors and
sales consultants. The market for the equipment manufactured and distributed by
the Company is generally described as industrial production facilities that use
rotating machinery and electrical equipment in their process such as utilities,
petroleum and petrochemical plants, chemical production facilities, pulp and
paper mills, sawmills, shipyards and almost any manufacturing plant.

<PAGE>
Page 12

Additionally the products have applications in the aerospace, medical and
research industries.  Potential enhancements and a redesign of the products will
allow the products in the telecommunications applications to be used.
The Company's principal operating strategy is to develop and position products
that take advantage of opportunities arising from the significant and ongoing
changes in the machine condition monitoring industry. The industry is a
multibillion-dollar capital-intensive industry. The Company anticipates that the
current move toward deregulation in the North American and European electric
utility industries will increase market demand for companies, which offer
products that reduce utilities' operating costs, enhance equipment efficiency
and flexibility and extend the expected useful lives of fixed assets.

     The Company also intends to employ a growth strategy pursuant to which it
will identify and develop additional products related to its core technologies
and products. In this respect, it has recently commenced development efforts on
its CMTrend Integrated Condition Monitoring Software Package.  This software
package will integrate different technologies to allow a comparative analysis of
equipment monitoring.  The Company also intends to acquire outside synergistic
or alternative technologies and products.

     Management of the Company believes that its sales and marketing
organization is very experienced in the industrial production industry and
intends to expand the manufacture and its distribution of its products
throughout the world with a combination of direct sales, independent
representatives and distributors, application engineers and service centers.
The process of selling and marketing the Company's products involves extensive
product promotion, technical selling and after-sales support.

     The Company is well positioned to take advantage of the emerging and
expanding Asian economies and to take advantage of the opportunities these
economies present.

     The Company has developed a customer service niche in the industry that
larger more rigid companies cannot compete with. The Company's size allows it to
adapt and modify its products to customer's specific needs. Additionally the
Company's efficient operations and corporate diversity allow it to sell its
products, which are equal to or superior to the competitor's products at a
better price.

     The application of condition monitoring techniques has grown in importance
over recent years to become central to the maintenance function. The Company can
provide the technical knowledge to implement and apply the full range of
condition monitoring techniques. More importantly, the Company has the field
proven practical experience to ensure that the potential business benefits of
condition monitoring are realized in a sustainable way.

     The Company has developed strategies to increase the existing market share
currently held by Cantronic Systems Inc.  The Company will take advantage of the
growth and worldwide acceptance of the Internet as a communications tool by
developing a Web site to provide online technical information, customer
training, and an online customer information exchange forum. The website will
additionally provide sales and marketing avenues and online software upgrades
and customer assistance.

     The Company has direct sales offices in North America and China and
distributors/consultants in Taiwan, Korea, Singapore, Egypt and China with
respect to condition monitoring and intends to establish offices in these
countries.  The Company intends to expand this distribution network to cover
most of the countries in Europe, Latin America, Asia, Australia, South Africa
and North America.  The Company further intends to continue to grow through
mergers and acquisitions and will utilize joint venture opportunities to gain
market share.

     The Company intends to create, expand and develop research and development
centers in Asia and North America. The Company will use a virtual private
network technology to link and operate the centers. Virtual private network will
allow the centers to communicate and operate as a single entity.

     The expanded manufacturing facilities of the Company combined with the
efficient operational and administrative systems will provide the Company with
economies of scale and low overhead making it very competitive with a low
manufacturing cost.

Intellectual Property

     The Company relies upon confidentiality agreements to be entered into by
all employees, directors, officers, consultants and contractors to protect its
intellectual property.  The Company intends to register all of its intellectual
property in the future.

<PAGE>
Page 13

Sources of Raw Materials and Principal Suppliers

     There are no principal suppliers or sources of raw materials upon which the
Company is dependent.  The present suppliers or sources of raw materials can be
changed without any detrimental effect on the operations of the Company.

Government Approval

     The Company's infrared imaging products are a controlled commodity which
requires valid export license from the Government of Canada and in some cases
may also require export license from the US Department of State. The Company
needs to apply for these licenses once customers place their orders.  The export
license can be individual or general depending upon the country of export.  The
Company's other products such as vibration monitoring systems are not controlled
and therefore do not require export licenses.

Employees

     The Company has a total of 14 full-time employees and two part-time
employees.

Material Agreements

     Acquisition of Cantronic Systems Inc., a British Columbia Corporation

     On December 18, 2000, the Company (formerly known as Solo & Hurst, Inc.)
acquired all of the outstanding common stock of Cantronic Systems, Inc., a
corporation incorporated pursuant to the laws of the Province of British
Columbia, Canada in a business combination described as a "reverse
acquisition."  For accounting purposes, the transaction has been treated as the
acquisition of Solo & Hurst by Cantronic Systems Inc.  As part of the
transaction, Solo & Hurst changed its name to Cantronics Corporation.
Immediately prior to the transaction, Solo & Hurst had 60,000,000 shares of
common stock outstanding (after taking into account the 20 for 1 forward split).
As part of Solo & Hurst's reorganization with Cantronic Systems, Inc., Solo &
Hurst Shareholders turned over 59,000,000 shares of its common stock (after
taking into account the 20 for 1 forward split) to the shareholders and
affiliates of Cantronic Systems Inc. in exchange for 100% of the common shares
of Cantronic Systems Inc.

     The transaction was accounted for as a recapitalization using accounting
principles applicable to reverse acquisitions.  Following reverse acquisition
accounting, financial statements subsequent to the closing date are presented as
a continuation of Cantronic Systems Inc.  The value assigned to common stock of
the Company on the acquisition based on the fair value of the net assets of the
Company at the date of acquisition was $Nil.

     Acquisition of Academy of Infrared Thermography, Inc. a Washington
     corporation and Condition Monitoring Training Institute, Inc. a British
     Columbia Corporation

     On February 2, 2001, the Company acquired Academy of Infrared Thermography,
Inc., a Washington corporation, and Condition Monitoring Training Institute,
Inc., a corporation organized pursuant to the laws of the Province of British
Columbia.  The Company issued 2,750,000 common shares to Ron Newport ("Mr.
Newport"), the President of Academy of Infrared Thermography, Inc. and Condition
Monitoring Training Institute, Inc.  in exchange for 100% of all of the issued
and outstanding shares of Academy of Infrared Thermography, Inc., and Condition
Monitoring Training Institute, Inc.  The 2,750,000 common shares contain the
following voluntary restrictions: 1,500,000 common shares are restricted for
three years and the remaining 1,250,000 common shares are restricted for five
years.  Mr. Newport has accepted employment with the Company for a period of
five years with an option to extend his employment for an additional five years
at an annual salary of CDN$75,000 and CDN$25,000 in common shares of the
Company.  The Company is currently negotiating the terms of the employment
agreement with Mr. Newport.

The acquisition of CMTI and AIRT was accounted for using the purchase method
with a value of $0.75 assigned to each share of common stock issued to Mr.
Newport, based upon the share price obtained on a private placement with various
individuals being negotiated concurrently with the acquisition of CMTI and AIRT.

<PAGE>
Page 14

     Consulting and Employment Agreements

     The Company is currently negotiating the terms of an employment agreement
with Mr. Newport, Vice-President, Infrared Imaging.

RISK FACTORS

     The securities of the Company are highly speculative.  A prospective
investor or other person reviewing the Company should not consider an investment
unless the investor is capable of sustaining an economic loss of the entire
investment.  The Company recommends careful consideration of the following risks
and uncertainties in addition to other information in this Annual Report in
evaluating the Company and its business before purchasing shares of its common
stock.  Certain risks are associated with the Company's business, including the
following:

     Technological Change

     The Company's markets are subject to rapid technological change. Such
changes require it to devote significant resources to incorporating new
technology into its products while often maintaining existing products that use
older technology. Although the Company expects sales of its products to continue
generating a significant portion of its revenue, the Company must always be
prepared to offer products that incorporate new technology. Delays in the
introduction or shipment of new or enhanced products, the Company's inability to
timely develop and introduce such new products, the failure of such products to
gain significant market acceptance, problems associated with new product
transitions or the introduction or market acceptance of competing technology
that renders its technology obsolete or less desirable would have a material
adverse effect on the Company's business, financial condition and results of
operations.

     Competition

     Competition in the market for the Company's equipment is significant. The
rapid technological advances also result in increased competition within the
industry. The speed with which companies can identify new applications for
existing products, develop products to meet those needs and supply commercial
quantities at low prices to the market are important competitive factors.
Additionally, the Company's products compete indirectly with numerous other
products such as image intensifiers and low-light cameras for limited military
and governmental funds.

     Financial Resources

     Many of the Company's competitors have greater financial, technical and
marketing resources. All of these factors result in greater challenges from the
Company's existing competitors as well as increasing competition from new
challengers and require the Company to continue investing in and focusing on
research and development and new product innovation. No assurance can be given
that the Company will be able to compete effectively in the future.

     Dependence on Key Customers

     The Company's customers are companies primarily involved in technology-
related industries.  The Company's business and growth is largely dependent on
the continued demand for the Company's products from customers in technology-
related industries and industries targeted by the Company.  A loss of any one
of the Company's key customers could have a material adverse effect on the
Company's business, results of operations, growth prospects and financial
condition.

     Doing Business in Asia Exposes the Company to Additional Risks

     The Company markets its products to customers substantially located in
Asia.  Consequently, investment in the Company may be adversely affected by the
political, social and economic environment in Asia.  Under its current
leadership, Asia has been pursuing economic reform policies, including the
encouragement of private economic activity and greater economic
decentralization.  There can be no assurance, however, that the Chinese
government will continue to pursue such policies, that such policies will be
successful if pursued, or that such policies will not be significantly altered
from time to time.  Moreover, economic reforms and growth in Asia have been more
successful in certain provinces than others, and the continuation or increase of
such disparities could affect the political or social stability of Asia.

<PAGE>
Page 15

     Development of New Products

     The Company depends upon the successful development and acceptance of new
products. The Company's future success depends on its ability to continue to
improve its existing products and to develop new products using the latest
technology that can satisfy customer requirements. The Company is also investing
a significant amount of its financial resources in the enhancement of some of
its existing products. The Company cannot be certain that it will successfully
complete these enhancements within the necessary time period or that customers
will accept its new products, or any future products.

     Proprietary Technology

     The Company may be unable to adequately protect its proprietary technology.
The Company's ability to compete successfully and achieve future revenue growth
depends in part on its ability to protect the proprietary technology and operate
without infringing the rights of others. To accomplish this, the Company relies
on a combination of confidentiality agreements and contractual provisions to
protect its proprietary rights. Any failure by the Company to meaningfully
protect its intellectual property could have a material adverse effect on the
Company's business, financial condition and results of operations.  All
directors, officers, employees and contractors of the Company are required to
enter into confidentiality agreements with the Company.

     Defects or Errors

     The Company's products may suffer from defects or errors. The Company's
products use complex system designs and components that may contain errors or
defects, particularly when new technology is incorporated into its products or
new versions are released. While the Company has not yet had to recall a
product, if any of its products are defective, the Company might be required to
redesign or recall those products or pay damages. Such an event could result in
significant expenses, disrupt sales and affect the Company's reputation and that
of its products, which would have a material adverse effect on the Company's
business, financial condition and results of operations.

     Key Personnel

     The future success of the Company is dependent upon its ability to attract
and retain key management personnel. The development of the Company could be
materially affected if it is unable to attract financial and management
personnel and technical development individuals. The Company faces competition
from industry to hire and maintain key personnel.

     The Company is dependent upon the personal efforts and commitment of the
management of the Company, particularly James Zahn, who is responsible for the
development of current and future products.  The Company is highly independent
on James Zahn, and the loss of his services would significantly impede the
Company's achievement of its objectives.

     Need for Additional Resources for Growth

     The Company is uncertain of its ability to obtain additional financing for
future capital needs. The Company will need to raise additional funds in order
to fund more rapid expansion, to develop new or enhance existing services or
products, to respond to competitive pressures or to acquire complementary
products, businesses or technologies.  There can be no assurance that additional
financing will be available on terms favourable to the Company, or at all.  If
adequate funds are not available or are not available on acceptable terms, then
the Company's ability to fund its expansion, take advantage of potential
acquisition opportunities, develop or enhance services or products or respond to
competitive pressures could be significantly limited.  Such limitation could
have a material adverse effect on the Company's business, results of operations,
financial condition and/or prospects.

     Limited Operating History

     Cantronic Systems Inc. (the Company's predecessor business) was
incorporated on February 28, 1997.  As such, the Company has a relatively
limited operating history. The Company has recorded net income for each of the
last two fiscal years, including income of $47,241 for the year ended January
31, 2001 and $65,144 for the year ended January 31, 2000.  The Company incurred
losses prior to the January 31, 2000 fiscal year. There can be no assurance that
the Company will generate enough revenues from its operations to generate a
profit in the future, if at all.

<PAGE>
Page 16

     Working Capital Requirements

     As of January 31, 2001, the Company had working capital deficiency of
$130,999, which includes $281,826 payable to the Company's directors.  These
amounts due to the directors are due on demand. The Company currently
anticipates that it will fund its growth from revenues and cash flow from
operations.  However, the Company's working capital requirements may increase
substantially in order to accommodate growth if the Company identifies new
opportunities to expand its operations and elects to aggressively pursue new
markets or to offer new services.

     There can be no assurance that the Company will be successful in funding
current operations from operating cash flow nor is there any assurance that, if
needed, the required financing for its expansion strategy will be on terms
acceptable to the Company, if at all. If the Company cannot obtain sufficient
funds to finance current operations or necessary expansion costs (if any), some
or all of its plans may be significantly delayed or abandoned.

ITEM 2.     PROPERTIES.

     The Company entered into a premises lease dated July 15, 1998 related to
its executive office and production facility at 116-3823 Henning Drive Burnaby,
British Columbia, Canada, V5C 6P3.  The lease expires on July 30, 2001.  The
Company pays a monthly rent of $1,384 under the terms of the lease.  Management
of the Company has commenced negotiations for a lease of larger premises.

ITEM 3.     LEGAL PROCEEDINGS.

     To the best of its knowledge, the Company is not subject to any active or
pending legal proceedings or claims against it or any of its properties.
However, from time to time, the Company may become subject to claims and
litigation generally associated with any business venture.


ITEM 4.     SUBMISSION OR MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.


PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Solo & Hurst, Inc. filed a registration statement with the Securities and
Exchange Commission on January 24, 2000.  The Company's common shares have never
traded on any stock exchange or quotation system.

     Based upon the Company's records, as of May 31, 2001, there were 48
shareholders of record of the Company's common shares. Holders with United
States addresses collectively held 1,075,000 common shares, or approximately two
percent (2%) of the Company's 63,243,600 issued and outstanding common shares.

     The Company has never paid dividends on its common shares and does not
anticipate paying any dividends in the foreseeable future. The future dividend
policy of the Company will be determined from time to time by the Board of
Directors.

     Recent Sales of Unregistered Securities.

     The following sets forth certain information concerning the currently
outstanding securities of the Company which the Company sold or issued during
the last fiscal year without the registration of the securities under the
Securities Act in reliance on exemptions from such registration requirements.

<PAGE>
Page 17

     On February 2, 2001, the Company acquired 100% of the issued and
outstanding share capital of CMTI, a company incorporated pursuant to the laws
of the Province of British Columbia, and it's wholly owned US subsidiary, AIRT,
in a share exchange transaction.  As a result of the transaction, the Company
issued 2,750,000 common shares to the shareholders of CMTI.  The issuance of the
securities was made in reliance on an exemption from registration with the
commission provided by section 4(2) of the Securities Act of 1933, as amended,
and rule 504 of regulation D promulgated thereunder by the Securities and
Exchange Commission.

     Under the Private Placement Memorandum dated February 3, 2001 the company
offered a minimum of 200,000 Common Shares and a maximum of 8,000,000 Common
Shares at $0.75 Per Share.  As of May 31, 2001, in connection with this Private
Placement Memorandum, the Company sold 418,600 Common Shares for a total
proceeds of $313,950.  These Common Shares have not been approved or disapproved
by the Securities And Exchange Commission nor any state or provincial securities
administrator, including the British Columbia Securities Commission.  The
offering was made in reliance on an exemption from registration with the
commission provided by the section 4(2) of the Securities Act of 1933, as
amended, and rule 506 of regulation D promulgated thereunder by the Securities
and Exchange Commission.  As there is no market for these securities, it may be
difficult or even impossible for the purchaser to sell them.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS

     The following discussion should be read in conjunction with our financial
statements and the related notes that appear elsewhere in this Annual Report.
The following discussion contains forward-looking statements that reflect our
plans, estimates and beliefs.  Our actual results could differ materially from
those discussed in the forward looking statements.  Factors that could cause or
contribute to such differences include, but are not limited to, those discussed
below and elsewhere in this Annual Report, particularly in the section entitled
"Risk Factors".

SUMMARY FINANCIAL DATA

     The following table sets forth selected financial data regarding the
Company's consolidated operating results and financial position for the years
ended January 31, 2001 and 2000 which are derived from the audited financial
statements appearing elsewhere in this Annual Report.  As a result of our
acquisition of Cantronic Systems Inc. (CSI) via reverse acquisition on December
18, 2000, our financial statements are presented as a continuation of CSI.
Accordingly, financial information pertaining to periods prior to the
acquisition is that of CSI.  The information set forth below should be read in
conjunction with  "Management's Discussion And Analysis of Financial Condition
And Results of Operation" and our financial statements appearing elsewhere in
this Annual Report.

     The Company was incorporated under the laws of the State of Nevada as Solo
& Hurst, Inc., and was inactive until its acquisition of CSI.  In December 2000,
the Company acquired CSI through a share exchange agreement with the shareholder
of CSI, which resulted in CSI becoming a wholly-owned subsidiary of Solo &
Hurst, Inc.

     Concurrent with the acquisition, Solo & Hurst, Inc. changed its legal name
to Cantronics Corporation.  The Company is engaged in the operation of
designing, manufacturing and marketing industrial condition monitoring
equipment, and infrared imaging systems through its Canadian subsidiary CSI.

     The following selected financial data is qualified in its entirety by, and
should be read in conjunction with, the consolidated financial statement and
notes thereto included elsewhere in this document.  The selected financial data
and the Company's consolidated financial statements are expressed in U.S.
dollars.

<PAGE>
Page 18

--------------------------------------------------------------------------------
                                                         Fiscal Year Ended
For the year ended January 31:                       2001            2000
--------------------------------------------------------------------------------
Sales                                            $1,113,392       $1,618,656
--------------------------------------------------------------------------------
Cost of sales                                       785,897        1,343,685
--------------------------------------------------------------------------------
Gross Profit                                        327,495          274,971
--------------------------------------------------------------------------------
General & Administrative Expenses                   306,003          187,685
--------------------------------------------------------------------------------
Income from operations                               21,492           87,286
--------------------------------------------------------------------------------
Net Income for the year                              47,241           65,144
--------------------------------------------------------------------------------
Net Income per share                                  0.001            0.001
--------------------------------------------------------------------------------
as at January 31:
--------------------------------------------------------------------------------
Working Capital (Deficiency)                       (130,999)        (185,387)
--------------------------------------------------------------------------------
Total Assets                                        851,610          813,773
--------------------------------------------------------------------------------
Total Liabilities                                   890,531          918,229
--------------------------------------------------------------------------------
Stockholders' Equity (Deficit)                      (38,921)        (104,456)
--------------------------------------------------------------------------------
Long-term obligations                                   NIL              NIL
--------------------------------------------------------------------------------

     The following discussion and analysis should be read in conjunction with
the audited consolidated financial statements and notes thereto appearing
elsewhere in this Form 10-KSB.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

     The following discussion and analysis discusses trends in Company's
financial condition and results of operations for the three fiscal years ended
January 31, 2001 and 2000.

RESULTS OF OPERATIONS

     Sales for the twelve month period ended January 31, 2001 ("Fiscal 2001")
decreased to $1,113,392 from $1,618,656 for the same period ended January 31,
2000 ("Fiscal 2000"), a decrease of 31%.  Revenue will vary from year to year
because the Company supplies product to its customers on large contract orders.
At January 31, 2001 the Company had two large contracts in progress for which no
revenue was recognized.  These two large contracts were completed and shipped to
the customers subsequent to January 31, 2001 and will be recognized as sales for
the fiscal year ended January 31, 2002.  The total sales value of these two
contracts amounted to $876,500.

     Gross profit on sales increased by 19% from $274,971 in Fiscal 2000 to
$327,495 in Fiscal 2001.  The increase in gross profit, despite the 31% decline
in sales during the same period was achieved by obtaining higher prices for the
products of the Company.

     The Company's administrative expenses in Fiscal 2001 increased by $118,318
from Fiscal 2000 reflecting an increase in salary expense as a result of an
increase in the number of full time employees and an increase in the amount of
salaries paid to employees of the Company and an increase in professional fees
as a result of the costs associated with the Company's reporting obligations in
connection with the acquisition of Cantronic Systems Inc. and increased costs in
connection with the audits of that company to comply with Securities Exchange
Commission requirements.

     The substantial increase in administrative expenses in  Fiscal 2001
resulted in a lower income from operations of $21,492, down from $87,286 from
Fiscal 2000.  Despite the decreased income from operations, net income for
Fiscal 2001 was lower than Fiscal 2000 by only $17,903 to $47,241.  This was
substantially achieved through realized gains on the sales of available for sale
investments in Fiscal 2001 of $13,604 (Fiscal 2000 - Nil).  Additionally, the
Company's tax expense was reduced by $34,287 substantially due to an increase in
deferred tax assets as a result of higher tax rates in the expected years of
reversal.  Prior to the acquisition by Solo & Hurst, Inc., Cantronic Systems
Inc. was eligible for a rate reduction of approximately 25% under the Canadian

<PAGE>
Page 19

income tax act. Since being acquired by Solo & Hurst, Inc., Cantronic Systems
Inc. is no longer eligible for that rate reduction, hence the adjustment to
deferred tax assets in Fiscal 2001.

LIQUIDITY AND CAPITAL RESOURCES

     To date, the Company has generally financed its present level of operations
from operating cash flow as supplemented by necessary advances from the
Company's directors.   Additionally, the Company's billing practices require
advance deposits from its customers before supplying products.

     As of January 31, 2001 the Company had working capital deficiency of
$130,999, but cash and equivalents of $271,224 and an inventory of $145,843 as
compared to $185,387, $363,535 and $0 respectively, at Fiscal 2000.  Included in
the working capital deficiency is an amount of $281,826 (Fiscal 2000 - $272,130)
due to directors of the Company.  The indebtedness to the directors is
unsecured, non-interest bearing without any specific terms for repayment.  The
Company does not expect the indebtedness to the director to be repaid until
sufficient working capital otherwise exists to discharge the liability.  The
Company believes that its cash flow from operations, will be sufficient to fund
its cash requirements through the year ended January 31, 2002.

     Net cash provided by operating activities in Fiscal 2001 was $156,051
compared to $135,874 in Fiscal 2000.  The increase in cash from operating
activities was due to the collection of accounts receivable from sales occurring
late in Fiscal 2000 and orders in progress at January 31, 2001 for which sales
had not yet occurred, but advance deposits were received.  Cash generated in
these areas were offset by the reduction of payables associated with the sales
occurring at the end of Fiscal 2000 and the Company's decision to start carrying
inventory at January 31, 2001 where in previous years, no inventory on hand was
maintained.

     Net cash used in investing activities in Fiscal 2001 was $238,776 compared
to $38,095 used in Fiscal 2000.  Purchases of property and equipment remained
constant between the periods.  Substantially the entire increase in Fiscal 2001
is attributable to the purchase of various available for sale investments in
Fiscal 2001 of which $242,078 were still on hand at January 31, 2001.  These
investments were subsequently sold in March 2001 for approximately $236,000.

     During Fiscal 2001, the Company borrowed an additional $29,572 from a
director compared to a net repayment to that director of $3,614 in Fiscal 2000.
Also in Fiscal 2001, the Company repaid a $19,033 bank overdraft outstanding at
January 31, 2000.  As stated previously, the Company completed the acquisitions
of Cantronic Systems Inc. (via reverse acquisition) and CMTI/AIRT.  Both
acquisitions were completed with common stock and did not result in the use of
cash.

     The Company's business activities and operations have been funded to date
through, among other things, sales from operation, which was $1,113,392 for
Fiscal 2001.  Although the Company believes it has sufficient working capital
and will receive sufficient sales from operations to fund its operations, there
can be no assurance that the Company's actual expenditures will not exceed
projected expenditures or that the Company will have sufficient sales from
operations to meet its actual expenditure requirements.  Subsequent to January
31, 2001, the Company raised a further $313,950 upon the issuance of 418,600
Common Shares pursuant to a private placement.

     In addition, the Company may require additional working capital if the
Company elects to expand into new geographic markets or offer new products and
services to end users.  If the Company's sales from operations are insufficient
to fund its operations, there can also be no assurance that additional
financing, if any, will be available on terms acceptable to the Company.  If the
actual expenditures for such cost exceed the estimated costs or if events occur
that require additional expenditures, the Company will be required to raise
additional financing or to defer expenditures to meet other obligations.  The
failure to meet certain expenditures may cause the Company to default on
material obligations and such default may have a material adverse effect on the
Company's business and results of operations.

<PAGE>
Page 20

OTHER MATTERS

     The Company was incorporated under the Nevada Corporation Code on February
25, 1998.  The Company has three wholly owned operating subsidiaries, two of
which are incorporated under the Company Act, British Columbia and the third one
is incorporated in the state of Washington. The Company's financial results are
quantified in U.S. dollars and a majority of the Company's obligations and
expenditures with respect to its operations are incurred in U.S. dollars.  The
Company may in the future raise additional equity funding or financing
denominated in Canadian dollars.  Although the Company does not believe it
currently has any materially significant market risks relating to its operations
resulting from foreign exchange rates, if the Company enters into financing or
other business arrangements denominated in currency other than the U.S. dollar,
variations in the exchange rate may give rise to foreign exchange gains or
losses that may be significant.

     The Company currently has no long-term debt obligations.  The Company does
not use financial instruments for trading purposes and is not a party to any
leverage derivatives.  In the event the Company experiences substantial growth
in the future, the Company's business and results of operations may be
materially affected by changes in interest rates and certain other credit risk
associated with its operations.

     Recently Issued Accounting Standards

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which was subsequently amended by SFAS No.
137 and 138, established accounting and reporting standards requiring that every
derivative instrument, including certain derivative instruments embedded in
other contracts, be recorded in the balance sheet as either an asset or
liability measured at its fair value for fiscal quarters of fiscal years
beginning after June 15, 2000.  As the Company has no derivative instruments
outstanding at   January 31, 2001, it has determined that these SFAS will not
have a significant impact on the Company's consolidated financial position,
results of operations or cash flows on adoption.

ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The information required by this item is included in pages F-1 through F-17
attached hereto and incorporated herein by reference. The index to the
consolidated financial statements can be found on page F1.

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURES.

     On March 19, 2001, on approval by the Board of Directors, the Company
engaged BDO Dunwoody LLP, Chartered Accountants, to audit its consolidated
financial statements for the fiscal year ended January 31, 2001.  During the
Company's two most recent fiscal years, and any subsequent interim periods
preceding the change in accountants, there were no disagreements with Michael L.
Stuck, CPA, the former auditor of the Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
procedure.  The reports of Michael L. Stuck, CPA for the past two fiscal years
did not contain any adverse opinion or any disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles,
with the exception of a going concern qualification with respect to the 2000 and
1999 fiscal years of Solo & Hurst, Inc.  The decision to change accountants was
based on the reverse acquisition with Cantronic Systems Inc.  BDO Dunwoody LLP
were the auditors of Cantronic Systems Inc., the continuing business.  The
Company changed its financial year end from December 31, to January 31 effective
upon completion of the acquisition of Cantronic Systems Inc. to coincide with
the year end of Cantronic Systems Inc.

     The Company did not consult BDO Dunwoody LLP, Chartered Accountants,
regarding the application of accounting principles to any specific completed or
contemplated transaction or the type of audit opinion that might be rendered on
the Company's consolidated financial statements.

<PAGE>
Page 21

PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     All of the directors of the Company are elected annually by the
shareholders and hold office until the next annual general meeting of
shareholders or until their successors are duly elected and qualified, unless
they sooner resign or cease to be directors in accordance with the Company
By-Laws or the Nevada Corporation Code   The Company's last annual regular
general meeting was held on April 20, 2000.  The Company's executive officers
are appointed annually by the Board of Directors and hold office for one year,
unless they sooner resign or cease to be directors in accordance with the
Company By-Laws or the Nevada Corporation Code.

     Helen Leung, the Secretary, Treasurer and a member of the Board of
Directors of the Company is the sister of James Zahn, the President, Chief
Executive Officer and a member of the Board of Directors of the Company.  There
is no arrangement or understanding between any executive officer and any other
person pursuant to which any person was selected as an executive officer of the
Company.  The Company intends to maintain at least one independent director on
its Board of Directors.

As of January 31, 2001,the following persons were directors and/or executive
officers of the Company:
<TABLE>
<CAPTION>
============================================================================================================================
Name and present office held                 Director/Officer since(2)               Principal occupation and if not at
                                                                                     present an elected director,
                                                                                     occupation during the preceding five
                                                                                     years
----------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                     <C>
James Zahn (1)                               December 2000                           President and Chief Executive Officer
Port Moody, British Columbia,                                                        of the Company December 2000 to
Canada                                                                               date. Vice President of Cantronic
                                                                                     Systems Inc. since February 1997
President, Chief Executive Officer                                                   to date. Owner/Manager CSI Industrial
and Director                                                                         Systems Ltd. from 1992 to date.
----------------------------------------------------------------------------------------------------------------------------
Helen Leung                                  December 2000                           Secretary, Treasurer, Director and
Burnaby, British Columbia, Canada                                                    Executive Assistant of the Company
                                                                                     December 2000 to date.  Secretary,
Secretary, Treasurer and Director                                                    Treasurer, Director and Executive
                                                                                     Assistant of the Cantronic Systems Inc.
                                                                                     April 1997 to date. Student during
                                                                                     1996.
----------------------------------------------------------------------------------------------------------------------------
Paul Xiong (1)                               February 2001                           Chairman of Anderson International
HongKong, SAR, China                                                                 Holdings Limited in Hong Kong 1999
                                                                                     to present.  Vice-Chairman of China
Director                                                                             Power Investment Ltd. May 2000 to
                                                                                     date.  Vice-Chairman of Hefei World
                                                                                     Trade Centre Ltd 1995 to date.
----------------------------------------------------------------------------------------------------------------------------
Ron Newport                                  February 2001                           Vice President of Cantronics
Kamloops, BC, Canada                                                                 Corporation February 2001 to date.
                                                                                     Owner and Director of CMTI and
Vice President, Infrared Imaging                                                     AIRT from 1996 to February 2001.

============================================================================================================================
</TABLE>

(1)     Member of the Company's audit committee.
(2)     Directors and officers serve until their successors are nominated and
        appointed.

James Zahn, President, Chief Executive Officer and Director, Age 36

     Mr. Zahn is the founder of the Company. Mr. Zahn has guided all of the
activities of the Company since its inception and continues to lead its efforts

<PAGE>
Page 22

into the future.  Mr. Zahn has conducted extensive worldwide research in the
vibration condition monitoring and electro-optics fields, and is a prominent
researcher in these industries.  Mr. Zahn has a firmly established reputation as
a mechanical Engineer. Mr. Zahn obtained a B.Sc. in Mechanical Engineering in
1984 from Zhejiang University, a Masters Degree in Mechanical Engineering China
in 1987 from Zhejiang University, China; and a M. Sc. Degree, Mechanical
Engineering in 1989 from the University of British Columbia,  Mr. Zahn's was
employed by Suncor Inc., Fort MacMurray, Alberta from 1989 to 1993 as a Rotating
Equipment Engineer, at which time he also received Professional Engineer Status.
From 1992 to the Present Mr. Zahn has been Owner/Manager of CSI Industrial
Systems Ltd., Vancouver B.C, Canada.

Helen Leung, Secretary, Treasurer and Director,  Age 31

     Ms. Leung develops individual account development plans to establish an
effective penetration strategy for the Company. Ms. Leung's duties also include
maintaining accurate and comprehensive customer account information and she is
responsible to administer and update the Company's Web site and advertisements.
Ms. Leung's skills allow her to work effectively with associated internal sales
network personnel and other external complimenting distribution channels.

Paul Xiong, Director, Age 40

     Paul Xiong is primarily responsible for the strategic planning and raising
finance for the Company.  Mr. Xiong has served as an executive director on the
boards of several listed companies including King Pacific International Holdings
Limited, previously called Yiuwing Holdings on the Hong Kong Stock Exchange and
the Jenson International Inc. (JENS) OTCBB.  Mr. Xiong was employed by the
University of British Columbia as a research engineer from 1990 to 1992.  Mr.
Xiong was employed by MacMillan Bloedel Research in Canada as a research
scientist from 1992 to 1993.  Mr. Xiong obtained a Master's Degree in
Engineering in 1984 from Anhui Agricultural University, China; and a Master's
Degree in Science in 1990 from the University of British Columbia.

Ron Newport, Vice-President, Infrared Imaging, Age 49

     Mr. Newport is the founder of AIRT. Mr. Newport has 22 years in the
infrared thermography industry.  Mr. Newport has guided all AIRT's activities
since inception over 20 year ago and will lead Cantronics' infrared activities
in the future.  Mr. Newport is recognized as the leading educator, developer,
and promoter of infrared thermography. Mr. Newport has published may articles
with respect to infrared thermography.  Mr Newport speaks at conferences and
symposia throughout the world, for organizations such as the organization for
Predictive and Preventive Maintenance, the organization for American Society of
Non-Destructive Testing, and the organization for Maintenance Technology, United
Kingdom.  Mr. Newport also works on many committees developing and establishing
standards and procedures for infrared thermography, such as ASNT T/IR Committee,
ISO Infrared method, International Thermography Association. (the "ITA").  Mr.
Newport is the Chairman of the ITA.

     Members of the Board of Directors are elected by the holders of the
Company's common shares to represent the interests of all shareholders. The
Board of Directors meets periodically to review significant developments
affecting the Company and to act on matters requiring Board approval.  Although
the Board of Directors delegates many matters to others, it reserves certain
powers and functions to itself.

     Board Committees

     The only standing committee of the Board of Directors of the Company is an
Audit Committee. The Audit Committee of the Company's Board of Directors
currently consists of three individuals, being two directors and an officer of
the Company. This committee is directed to review the scope, cost and results of
the independent audit of the Company's books and records, the results of the
annual audit with management and the adequacy of the Company's accounting,
financial and operating controls; to recommend annually to the Board of
Directors the selection of the independent auditors; to consider proposals made
by the Company's independent auditors for consulting work; and to report to the
Board of Directors, when so requested, on any accounting or financial matters.
Such reviews are carried out with the assistance of the Company's auditors and
senior financial management. None of the Company's directors or executive
officers are parties to any arrangement or understanding with any other person
pursuant to which said individual was elected as a director or officer of the
Company.

     Board and Committee Meetings

     During 2000, the Board of Directors met only once including participants by
telephone. Each director attended the Board meeting and meeting of Committees on
which they served. During 2000, the Audit Committee was not required and

<PAGE>
Page 23

therefore did not meet.  Subsequent to January 31, 2001, the Board of Directors
met once. There are no arrangements or understandings among any of the directors
or officers of the Company regarding their election as directors or officers.

     Section 16(a) Beneficial Ownership Reporting Compliance

     The following table sets forth information concerning the beneficial
ownership of the Company's outstanding Common Shares as of January 31, 2001 for,
each of the Company's directors, executive officers and beneficial owners of
more than 10% of the Company's Common Shares.  Except as otherwise indicated,
the Company believes the beneficial owners of the Common Shares listed below,
based on information furnished by them, have sole voting and investment power
over the number of shares listed opposite their names.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
       Title of Class     Identity of Persons or           Number of Shares       Percentage of Class (1)
                                  Group                         Owned
-------------------------------------------------------------------------------------------------------------
<S>                        <C>                              <C>                      <C>

Common Shares              James Zahn                        7,200,000               12%
-------------------------------------------------------------------------------------------------------------
Common Shares              Helen Leung                         462,000                0.8%
-------------------------------------------------------------------------------------------------------------
Common Shares              Paul Xiong                              NIL                0%
-------------------------------------------------------------------------------------------------------------
Common Shares              Caillan Yu                        9,000,000               15%
-------------------------------------------------------------------------------------------------------------
Common Shares              Zhan International Corp.         20,400,000               34%
-------------------------------------------------------------------------------------------------------------
Common Shares              Ron Newport                             NIL                0%
-------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)     Based on the 60,000,000 common shares outstanding as of January 31,
             2001.

     The individuals and corporation mentioned above have failed to file on a
timely basis, reports required by section 16(a) of the Securities and Exchange
Act of 1934.

ITEM 10.     EXECUTIVE COMPENSATION.

     Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at meetings of the
Board of Directors.  The Board of Directors makes separate remuneration to any
director undertaking services on behalf of the Company other than services
ordinarily required of a director.  Other than indicated below, no director
received any compensation for his services as a director, including any
committee participation or special assignments.

     The following table sets forth the compensation paid to the Company's Named
Executive Officer for the years indicated. No other Named Executive Officer of
the Company earned a salary and bonus for such fiscal year in excess of
$100,000.

<TABLE>
<CAPTION>
===================================================================================================================================
                                              Annual Compensation                        Long Term Compensation
                                  ---------------------------------------------------------------------------------------
                                                                                               Awards          Payouts
                                                                                    Securities     Restricted
                                                                        Other         Under         Shares or
                                                                       Annual       Options/       Restricted            All Other
                                                                      Compen-         SARs            Share      LTIP    Compensa-
    Names and                         Salary(1)       Bonus            sation       Granted           Units     Payouts     tion
    Principal            Year Ended     ($)            ($)               ($)          (#)              ($)        ($)        ($)
    Position
===================================================================================================================================
<S>                     <C>           <C>              <C>              <C>           <C>              <C>         <C>      <C>
James Zahn              2001/01/31    53,849           Nil              Nil           Nil              Nil         Nil      Nil
President and
Chief Executive
Officer                 2000/01/31    53,945           Nil              Nil           Nil              Nil         Nil      Nil
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)     All dollar amounts are in US dollars.

<PAGE>
Page 24

(2)     "SAR" or "stock appreciation right" means a right granted by the
        Company, as compensation for services rendered, to receive a payment of
        cash or an issue or transfer of securities based wholly or in part on
        changes in the trading price of publicly traded securities of the
        Company.
(3)     "LTIP" or "long term incentive plan" means any plan that provides
        compensation intended to serve as incentive for performance to occur
        over a period longer than one financial year, but does not include
        option or stock appreciation right plans or plans for compensation
        through restricted shares or restricted share units.

Compensation of Directors

     The Company has no standard arrangement pursuant to which any of the other
directors are compensated by the Company for their services in their capacity as
directors.

     Option Grants

     No stock options or stock appreciation rights were granted by the Company
during the last fiscal year of the Company ended January 31, 2001.

     Options Outstanding And Option Exercises

     No stock options or stock appreciation rights of the Company were
outstanding during the last fiscal year of the Company ended January 31, 2001.

     Report On Repricing Of Options/Stock Appreciation Rights

     The Company did not re-price any incentive stock options or stock
appreciation rights during the fiscal year of the Company ended January 31,
2001.

     Long Term Incentive Plans

     The Company did not award any long term incentive plans during the fiscal
year of the Company ended January 31, 2001.

     Employment and Employee Incentive Contracts

     The Company has no plan or arrangement whereby any Named Executive Officer
may be compensated in an amount exceeding $100,000 in the event of that
officer's resignation, retirement or other termination of employment, or in the
event of a change of control of the Company or a subsidiary or a change in the
Named Executive Officer's responsibilities following such a change of control.

     The Company is currently negotiating an employment agreement with Mr.
Newport, Vice-President, Infrared Imaging for an expected term of five years
which will end on January 31, 2006. The Company expects to pay Mr. Newport an
annual salary of CDN$75,000 plus CDN$25,000 in common shares of the Company.

     There are no other consulting or employment agreements by the Company.

     Director Compensation

     The Company does not currently pay any cash compensation to directors for
serving on its Board of Directors, however it does reimburse directors for
out-of-pocket expenses for attending board and committee meetings.  The Company
does not provide additional compensation for committee participation or special
assignments of the Board of Directors.

     Indemnification of Directors, Officers and Others

     The articles of incorporation of the Company limit the liability of
directors to the maximum extent permitted by Nevada law.  This limitation of
liability is subject to exceptions including intentional misconduct, obtaining
an improper personal benefit and abdication or reckless disregard of director
duties.  The articles of incorporation and bylaws of the Company provide that
the Company may indemnify its directors, officer, employees and other agents to
the fullest extent permitted by law.  The bylaws of the Company permit the
Company to secure insurance on behalf of any officer, director, employee or
other agent for any liability arising out of his or her actions in such
capacity, regardless of whether the bylaws would permit indemnification.  The
Company does not currently have such an insurance policy in place.

<PAGE>
Page 25

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and or persons controlling the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The Company is authorized to issue 90,000,000 common shares (the "Common
Shares") with a par value of $0.001 per Common Share and 5,000,000 preferred
shares (the "Preferred Shares") with a par value of $0.001 per Preferred Share.
As of January 31, 2001, 60,000,000 Common Shares and no Preferred Shares were
issued and outstanding. As of May 31, 2001, 63,243,600 Common Shares and No
Preferred Shares were issued and outstanding.

     Rule 13d-3 under the Securities Exchange Act defines the term, "beneficial
ownership". Under this rule, the term includes shares over which the indicated
beneficial owner exercises voting and/or investment power.  The rules also deem
common shares subject to options currently exercisable, or exercisable within 60
days, to be outstanding for purposes of computing the percentage ownership of
the person holding the options but do not deem such stock to be outstanding for
purposes of computing the percentage ownership of any other person.

     The following table sets forth information concerning the beneficial
ownership of the Company's outstanding Common Shares as of January 31, 2001 for,
each of the Company's directors and executive officers individually, each person
or group that the Company knows owns beneficially more than 5% of the Company's
Common Shares, and all directors and executive officers as a group. Except as
otherwise indicated, the Company believes the beneficial owners of the Common
Shares listed below, based on information furnished by them, have sole voting
and investment power over the number of shares listed opposite their names.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
       Title of Class     Identity of Persons or           Number of Shares       Percentage of Class (1)
                                  Group                         Owned
-------------------------------------------------------------------------------------------------------------
<S>                        <C>                              <C>                      <C>

Common Shares              James Zahn                        7,200,000               12%
-------------------------------------------------------------------------------------------------------------
Common Shares              Helen Leung                         462,000                0.8%
-------------------------------------------------------------------------------------------------------------
Common Shares              Paul Xiong                              NIL                0%
-------------------------------------------------------------------------------------------------------------
Common Shares              Caillan Yu                        9,000,000               15%
-------------------------------------------------------------------------------------------------------------
Common Shares              Zhan International Corp.         20,400,000               34%
-------------------------------------------------------------------------------------------------------------
Common Shares              Ron Newport                             NIL                0%
-------------------------------------------------------------------------------------------------------------
Common Shares              Officers and Directors,           7,662,000               12.8%
                           as a group
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1)     Based on the 60,000,000 common shares outstanding as of January 31,
        2001.

     The following table sets forth information concerning the beneficial
ownership of the Company's outstanding common shares as of May 31, 2001 for,
each of the Company's directors and executive officers individually, each person
or group that the Company knows owns beneficially more than 5% of the Company's
common shares, and all directors and executive officers as a group. Except as
otherwise indicated, the Company believes the beneficial owners of the common
shares listed below, based on information furnished by them, have sole voting
and investment power over the number of shares listed opposite their names.

<PAGE>
Page 26

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
       Title of Class     Identity of Persons or           Number of Shares       Percentage of Class (1)
                                  Group                         Owned
-------------------------------------------------------------------------------------------------------------
<S>                        <C>                              <C>                      <C>

Common Shares              James Zahn                        7,200,000               12%
-------------------------------------------------------------------------------------------------------------
Common Shares              Helen Leung                         462,000                0.8%
-------------------------------------------------------------------------------------------------------------
Common Shares              Paul Xiong                              NIL                 NIL
-------------------------------------------------------------------------------------------------------------
Common Shares              Caillan Yu                        9,000,000               14.2%
-------------------------------------------------------------------------------------------------------------
Common Shares              Zhan International Corp.         20,400,000               32.2%
-------------------------------------------------------------------------------------------------------------
Common Shares              Ron Newport                       2,750,000                4.3%
-------------------------------------------------------------------------------------------------------------
Common Shares              Officers and Directors,          10,412,000               16.5%
                           as a group
-------------------------------------------------------------------------------------------------------------
</TABLE>


(1)     Based on the 63,243,600 shares outstanding as of May 31, 2001.

     There are no arrangements known to the Company that may, at a subsequent
date, result in a change in control of the Company.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Except for:(a) the transactions described below; (b) the ownership of the
Company's securities; (c) the compensation described herein, and (d) advances to
and by certain officers to or from the Company to cover expenses, all of which
were reimbursed or repaid without interest, none of the directors, executive
officers, holders of ten percent of the Company's outstanding Common Shares, or
any associate or affiliate of such person, have, to the knowledge of the
Company, had a material interest, direct or indirect, during the two fiscal
years ended January 31, 2001 and 2000, in any transaction or proposed
transaction which may materially affect the Company.

     James Zahn is indirectly a minority shareholder of Beijing Saisiai M & E
Equipment Co. Ltd.) ("BSME").  Sales of BSME accounted for approximately 23% of
the Company's sales in the financial year ended January 31, 2001 (year ended
January 31, 2000 - 10%).  BSME also performs various services for the Company.
These transactions are in the normal course of business and are measured at the
exchange value (the amount of consideration established and agreed to by the
related parties).

     On February 2, 2001, the Company merged with Academy of Infrared
Thermography, Inc., a Washington corporation, and Condition Monitoring Training
Institute, Inc., a corporation organized pursuant to the laws of the Province of
British Columbia.  The Company issued 2,750,000 common shares to Ron Newport
("Mr. Newport"), the President of Academy of Infrared Thermography, Inc. and
Condition Monitoring Training Institute, Inc.  in exchange for 100% of all of
the issued and outstanding shares of Academy of Infrared Thermography, Inc., and
Condition Monitoring Training Institute, Inc.  The 2,750,000 shares contain the
following voluntary restrictions: 1,500,000 shares are restricted for three
years and the remaining 1,250,000 shares are restricted for five years.  Mr.
Newport has accepted employment with the Company for five years with an option
to extend it up to an additional five years in exchange for an annual salary of
CDN$75,000 in cash and CDN$25,000 in common shares of the Company.  The Company
is currently negotiating the terms of an employment agreement with Mr. Newport.

ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K

INDEX TO EXHIBITS

2.1     Agreement and plan of reorganization between Solo & Hurst, Inc. and
        Cantronic Systems, Inc. dated December 18, 2000.

<PAGE>
Page 27

2.2     Agreement and plan of reorganization between Cantronics Corporation and
        Academy of Infrared Thermography, Inc. and Condition Monitoring Training
        Institute, Inc. dated February 2, 2001.

3.1     Certificate of Corporate Charter of Solo & Hurst, Inc. dated February
        25, 1998.
3.2     By-Laws of Solo & Hurst, Inc.
3.3     Articles of Solo & Hurst, Inc.
3.4     Certificate of Amendment to Articles of Incorporation of Solo & Hurst
        Inc. dated January 5, 2001 to change the corporate name to Cantronics
        Corporation.
3.5     Certificate of Amendment to Articles of Incorporation dated January 26,
        2001.

10.1    Lease Agreement between Dijon Trading (Canada) Inc. and Cantronics
        Systems Inc. dated July 15, 1998.
10.2    Letter of Intent between Cantronics Corporation and Ron Newport dated
        January 25, 2001.

21.1    List of directly or indirectly wholly owned subsidiaries of the
        Company.


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The Company's consolidated financial statements are stated in United States
dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles. The following financial statements pertaining to the
Company and its subsidiary are filed as part of this Annual Report.

Independent Auditors' Report dated April 7, 2001

Consolidated Balance Sheets as at January 31, 2001 and 2000

Consolidated Statements of Operations for the years ended January 31, 2001 and
2000

Consolidated Statements of Changes in Stockholders' Deficit for the years ended
January 31, 2001 and 2000

Consolidated Statements of Cash Flows for the years ended January 31, 2001 and
2000

Summary of Significant Accounting Policies

Notes to the Consolidated Financial Statements


<PAGE>
Page 28

                                      SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 10-KSB and has duly caused this annual report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                               CANTRONICS CORPORATION


     Date:  July 4, 2001                       /s/  James  Zahn
                                               ---------------------------------

                                               James Zahn, President


                                  POWER OF ATTORNEY

KNOW ALL THESE MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James Zahn and Helen Leung, or any of them, his
attorney-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendments to this Annual Report on Form 10-KSB, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report to be signed by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.

Signature                          Title                                Date
---------                          -----                                ----

/s/ James Zahn                President, Chief Executive            July 4, 2001
                              Officer and Director
                              (principal executive officer)
                              James Zahn

/s/ Helen Leung               Treasurer and Director                July 4, 2001
                              (principal financing officer)
                              Helen Leung


/s/ Anil Lodhia               Chief Financial Officer               July 4, 2001
                              Anil Lodhia

<PAGE>
Exhibit 2.1


                        AGREEMENT AND PLAN OF REORGANIZATION


                                     BETWEEN


                               SOLO & HURST, INC.

                                       AND



                             CANTRONIC SYSTEMS, INC.

                             as of December 18, 2000


<PAGE>

                                TABLE OF CONTENTS

1.     Plan of Reorganization                                                 4

2.     Exchange of Shares                                                     4

3.     Closing                                                                5

4.     Tax-Free Exchange                                                      5

5.     Representations and Warranties of CNTR                                 5

6.     Representations and Warranties of SOLO                                 8

7.     Covenants of CNTR                                                      16

8.     Covenants of SOLO                                                      17

9.     Conditions Precedent to Closing                                        18

10.    Indemnification                                                        20

11.    CNTR's Investment Intent                                               20

12.    Conduct of SOLO and CNTR Prior to the
       Closing Date                                                           21

13.    Access and Information                                                 21

14.    Expenses                                                               22

15.    Termination                                                            22

16.    Effect on Termination                                                  22

17.    Meaning of "Material"                                                  23

18.    Amendment                                                              23

19.    Waiver                                                                 23

20.    Broker and Investment Banking Fees                                     23

21.    Binding Effect                                                         23

22.    Entire Agreement                                                       23

23.    Governing Law                                                          23

24.    Arbitration                                                            23

25.    Originals                                                              24

26.    Addresses of the Parties                                               24

<PAGE>

27.    Notices                                                                24

28.    Release of Information                                                 25

<PAGE>
Page 4

     AGREEMENT AND PLAN OF REORGANIZATION, dated as of 18th December-2000 (the
"Agreement") , among Solo & Hurst, Inc., a corporation organized under and
pursuant to the laws of the State of Nevada ("SOLO"), with their principal
office at 7641 E. Gray Road, Suite G, Scottsdale, Arizona 85260, a corporation
organized under and pursuant to the laws of the Province of British Columbia,
Canada ("CNTR"), with its principal office at 116-3823 Henning Drive, Burnaby,
British Columbia V5C GP3.

                                   WITNESSETH:

     WHEREAS, SOLO desires, pursuant to this Agreement, to exchange 98% of all
of its issued and outstanding one-tenth of a cent par value common shares in
favor of the shareholders of CNTR; and

     WHEREAS, CNTR is willing, pursuant to this Agreement, to exchange all of
its CNTR Common Shares in exchange for Common Stock of SOLO upon the terms and
conditions hereinafter set forth and for the purpose of carrying out a tax free
exchange within the meaning of Section 368 of the Internal Revenue Code of 1986,
as amended (the "Code,,); and

     WHEREAS, in 9rder to carry out the foregoing intents, SOLO, and CNTR desire
to enter into and adopt this Agreement.

     NOW, THEREFORE, in consideration for the exchange of securities herein
enumerated and other good and valuable consideration, the receipt and adequacy
of which is hereby jointly and severally acknowledged and accepted, the parties
hereby agree as follows:

     1.     Plan of Reorganization.  It is the express written intention of the
            -----------------------
parties that 98% of the SOLO Common Shares shall be acquired by CNTR and that
SOLO issue Common Stock to the following individuals and entities directly
affiliated with CNTR or indirectly affiliated with CNTR:

              NAME               COMMON SHARES DISTRIBUTED

         -------------------     -------------------------------------

         -------------------     -------------------------------------

         -------------------     -------------------------------------


     For purposes of the current Agreement SOLO currently has 3,000,000 shares
issued and outstanding in the float. After acquisition of CNTR herein by SOLO
there shall be 50,000 shares issued and outstanding.

     2.     Exchange of Shares.  By virtue of their respective execution of this
            -------------------
Agreement, CNTR hereby consents that on the Closing Date (as hereinafter
defined) the SOLO Common Shares shall be exchanged with CNTR solely in
consideration for all of the issued and outstanding Common Stock of CNTR. CNTR
warrants that it only has issued and outstanding One (1) share of its Common
Stock. SOLO shall through its authorized agent deliver to CNTR 2,950,000 Common
Shares of its Common Stock at a par value of $.001 per share to be delivered in

<PAGE>
Page 5

the names and amounts so designated by CNTR to receive them.  Upon consummation
of the merger, CNTR, shall cause to be issued 75,000 Common-Shares of the new
entities Common Stock to the following individuals and/or entities to be named
by SOLO's authorized agent:

NAME                                                       NUMBER OF SHARES

Jack D. Kelley Associates                                      37,500

American International Investors, Ltd.                         37,500

The Officers, Directors and Agents of SOLO understand that the 75,000 Common
Shares to be issued to them is a firm figure and not subject to any floor,
percentage, or anti-dilution clause by and between SOLO and CNTR.

     3.     Closing.  The closing of the exchange of the SOLO Common Shares and
            --------
the CNTR Common Stock (the "Closing") shall take place at 11:00 AM local time on
or before the 18th day of December 2000 at the offices of Joseph L. Pittera,
Esq., attorney for CNTR located at 2214 Torrance Boulevard, Suite 101, Torrance,
California 90501 or such other time and place upon which the parties may agree.
The day which the Closing actually occurs is herein sometimes referred to as the
"Closing Date". In the event the closing does not occur on or before December
18th, 2000, and unless extended by mutual consent in writing or unless such
failure to close is by reason of a material breach by a party of its obligations
under this Agreement, then SOLO, and CNTR shall return all information and
documentation exchanged or delivered hereunder to the party or parties
furnishing the same and thereafter this Agreement shall be deemed to be null and
void and of no further force or effect. In the event the failure to close is
caused by the material breach by a party of its obligations under this
Agreement, then the non-breaching party may enforce its rights under this
Agreement including the right to seek specific performance and/or damages as
provided in Section 17 of this Agreement.

     4.     Tax-Free Exchange.  Each party hereto intends that the transaction
            ------------------
embodied by this Agreement shall be and shall qualify as a reorganization and a
tax-free exchange under Section 368 (a) (1) (C) of the Code; and in furtherance
thereof, each party hereby agrees not to take any action which would impair the
treatment of the exchange as a tax-free reorganization for tax purposes.
However, the inability to consummate the transaction on a tax-free basis will
not affect the validity or enforceability of this Agreement.

     5.     Representations and Warranties of CNTR.  By virtue of its execution
            ---------------------------------------
of this Agreement, and except as expressly modified by the information set forth
on any and all schedules or exhibits annexed to this Agreement and incorporated
herein by reference, CNTR hereby represents and warrants to SOLO as follows:

     (a)     It is the sole record and beneficial owner of the CNTR Common
Shares representing 100% of the total number of issued and outstanding shares of
CNTR's common stock, no par value per share. CNTR through its principals and
designated affiliates has the sole and undisputed power, right and authority to
vote the CNTR Common Shares;

<PAGE>
Page 6

     (b)     It has the power, right and authority to execute, deliver and
-perform this Agreement, and the execution, delivery and performance of this
Agreement in the time and manner herein specified, will not conflict with,
result in a breach of, or constitute a default under any provisions of law,
trust or any existing agreement, indenture or other instrument to which CNTR is
a party or by which the CNTR Common Shares owned by CNTR's principals and
affiliates may be bound or affected;

     (c)     The CNTR Common Shares are duly and validly issued, fully paid and
non-assessable, and represent the only issued and outstanding class of voting
securities of CNTR;

     (d)     The information given and every representation, warranty and
statement made or furnished by CNTR herein is true, correct and does not contain
a misstatement of a material fact or omit to state any material fact required in
order to make the statement and representation, in light of the circumstance
under which they were made, not misleading;

     (e)     CNTR has no knowledge of any material fact or facts other than
disclosed herein or in the exhibits or schedules annexed hereto which will
adversely affect the business or financial condition of CNTR or the title of
CNTR to its properties or assets, and agrees that it will notify SOLO of any
such facts if it acquires knowledge of the same prior to the Closing Date;

     (f)     To the best of its knowledge and belief, each of the
representations and warranties of CNTR in Section 7 of this Agreement is true
and correct;

     (g)     Its management has read and understands both this Agreement and the
nature and parameters of the transaction underlying the same; accepts and agrees
to the consummation of the transaction enumerated herein; and accepts the
transfer of the Common Stock of SOLO to CNTR's principals and affiliates as the
sole and exclusive consideration for the transfer and delivery of the SOLO par
value common shares to CNTR;

     (h)     Neither it nor any other person, firm or entity has any right of
appraisal or similar right to dissent from the transaction made subject of this
Agreement and/or to demand payment for the SOLO par value Common Shares. In the
event such right does, in fact, exist, CNTR will waive such right prior to the
Closing Date;

     (i)     Prior to the Closing Date, CNTR will not vote for or authorize the
reorganization, recapitalization, merger, consolidation, stock split or other
similar corporate action on behalf of CNTR except as may be required to
effectuate the terms and conditions of this Agreement;

     (j)     Prior to the Closing Date, CNTR will not vote for or authorize the
creation of any other class of equity or debt security of CNTR;

     (k)     All of the assets and property used by CNTR in the operation of its
business are owned by CNTR and to the extent any of such assets and property are
not so owned, CNTR will arrange to have such asset and/or property transferred

<PAGE>
Page 7

into CNTR's name prior to the-Closing Date and then transferred to-Soto as part
of the merger herein;

     (1)     Prior to the Closing Date, and except for advances by CNTR to fund
operations or the incurring of debt to finance ongoing business activities which
shall be disclosed to SOLO in writing prior to expenditure, CNTR will not,
without the prior written consent of SOLO, cause or authorize CNTR to:

     (i)     create or incur any indebtedness, whether funded or not, except
unsecured current liabilities incurred in the ordinary course of business; or
assume, guarantee, endorse or otherwise become responsible for the obligation of
any other person, entity, firm, or corporation;

     (ii)     create or incur any mortgage, lien, charge or encumbrance of any
kind, nature or description with respect to any of CNTR's roperties or assets,
accept in the ordinary course of business;

     (iii)     make or become a party to any contract or commitment, or renew,
extend, amend, terminate or modify any contractor commitment, except in the
ordinary course of business;

     (iv)     make any capital expenditure or capital addition or betterment
except as may be involved in ordinary repairs, maintenance and replacements and
minor plant and equipment additions;

     (v)     sell or otherwise dispose of any of its assets except sales in the
ordinary course of business;

     (vi)     declare or pay any dividend on, or make any other distribution
upon or in respect of, or purchase, retire or redeem any shares of its capital
stock;

     (vii)     issue or sell any additional shares of capital stock, whether or
not such shares have been previously authorized for issuance, or acquire any
stock of any corporation or any interest     in any business enterprise;

     (viii)     grant any option or make any commitment relating to the
authorized or issued capital stock of CNTR;

     (ix)     pay or agree to pay, conditionally or otherwise, any pension or
severance pay to any director, officer, agent or employee, or make any advances
to or increase the compensation of, any officers or employees;

     (x)     use any CNTR assets or properties, except for proper corporate
purposes in the ordinary course of business;

     (xi)     make any change in CNTR's Certificate of Inco rporation or
By-Laws; or

     (xii)     change any of CNTR's banking or safe deposit arrangements or open
any new bank accounts or safe deposit boxes, other than in the normal course of
business.

<PAGE>
Page 8

     (m)     Each of the representations in this Section 5 shall be true and
correct at the Closing Date.

     6.     Representations and Warranties of SOLO.   By virtue of its execution
            ---------------------------------------
of this Agreement and except as expressly modified by the information set forth
on any and all schedules or exhibits annexed to this Agreement and incorporated
herein by reference, SOLO hereby represents and warrants to CNTR as follows:

     (a)     The SOLO Common Shares to be transferred to CNTR on the Closing
Date will constitute 98% of SOLO's Common Stock at a par value of $-001 per
share.

     (b)     SOLO is, and at all times through and including the Closing Date,
will be a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and authorized to do business in such
states in the United States where such qualification is necessary, with full
power and authority to conduct its business as the same is presently being
conducted;

     (c)     The execution and performance of this Agreement in the time and
manner contemplated will not conflict with, result in a breach of or constitute
a default under any provision of law, the Certificate of Incorporation or
By-Laws of SOLO or of any existing agreement, indenture or other instrument to
which SOLO is a party or to which any of its businesses or the assets may be
bound or affected;

     (d)     Prior to the Closing Date, SOLO will not cause the original
issuance of any of its authorized but unissued shares of common stock without
the express written consent of CNTR;

     (e)     Other than as set forth on Schedule 7(e) annexed to this Agreement,
there are not, and will not be at any time prior to the Closing Date, any
outstanding options, warrants, rights, contracts, calls, demands or commitments
of any type, kind or character relating to the SOLO par value Common Shares;

     (f)     The capitalization of SOLO, immediately prior to the Closing, will
be as follows:

     Authorized          Type of Security               Issued and Outstanding
     ----------          ----------------               ----------------------

     20,000,000              Common                         3,000,000

     All shares of Common Stock issued and outstanding are duly authorized,
validly issued, fully paid and nonassessable. As of the Closing Date, SOLO will
have reserved for issuance such number of shares of Common Stock necessary for
issuance upon consummation of the transaction referred to herein;

     (g)     On the Closing Date, the issued and outstanding SOLO Common Shares
will not be owned beneficially or of record by more than the number of

<PAGE>
Page 9

shareholders listed in the certified shareholder list as provided to CNTR;

     (h)     All corporate action required of SOLO will have been taken prior to
the Closing Date. SOLO has complied in all material respect, and at all time
until the Closing Date will comply in all material respect with all applicable
state, federal and local laws, regulations and ordinances. SOLO has not been
notified, as of the date of this Agreement, that it has failed to comply with
any such requirements;

     (i)     There is no litigation or governmental proceeding or investigation
pending or, to the knowledge of SOLO, threatened or in prospect against SOLO,
any of its officers, or directors or their properties or relating to its capital
stock. SOLO will notify CNTR promptly of any such initiated or threatened
proceedings or litigation which may arise or be instituted at any time prior to
the Closing Date;

     (j)     SOLO has not and will not incur any liability or make any payments
other than in the regular and normal course of its business and between the date
of this Agreement and the Closing Date, SOLO has not transferred any property
for less than a fair and adequate consideration;

     (k)     SOLO has not declared or paid any dividends and will not declare or
pay prior to the Closing Date, any dividends or make any distribution, directly
or indirectly, to its shareholders, officers or directors, nor has it made,
since the said date, nor will it make, prior to the Closing Date, any loans or
advances to any shareholders, officers or directors;

     (1)     To the best knowledge and belief of SOLO any and all taxes accrued
or asserted against SOLO have been paid, or SOLO has established adequate
reserves therefor. All tax returns for SOLO required to be filed have been or
will be filed for all periods ending on or up to the Closing Date; no extensions
of the applicable- statues of limitations have been, or will-be, prior to the
Closing Date, applied for by SOLO. Any and all additional taxes arising from the
operation of SOLO for any period up to and including the Closing Date and not
provided for on the books and records of SOLO are and shall be the sole
liability of SOLO. Copies of all applicable tax returns shall be furnished by
SOLO and its counsel prior to the Closing Date. CNTR shall change its tax
identification number to the one currently being used by SOLO;

     (m)     SOLO has clear and unencumbered title to all of the assets and
property owned by it as reflected in the SOLO Financial Statements and SOLO has
no assets that are not reflected in the SOLO Financial Statements;

     (n)     To the best knowledge and belief of SOLO, SOLO is not in-material
default under any material contract or obligation and all third parties with
whom SOLO has contractual arrangements are in material compliance therewith and
are not in material default thereunder;

     (o)     SOLO has not adopted, and, without written consent of CNTR, will
not prior to the Closing Date adopt, any employment or collective bargaining
agreements;

<PAGE>
Page 10

     (p)     There are not material liabilities, either fixed or contingent, not
reflected in the SOLO Financial Statements except that there may be contracts or
obligations incurred in the usual course of business not reflected therein
which, if disclosed, would not materially adversely affect the financial
condition of SOLO as reflected in the SOLO Financial Statements.  There are
currently no contracts for services or production of goods which SOLO has
entered into;

     (q)     No representation or warranty made by SOLO in this Agreement and
furnished or to be furnished to CNTR pursuant to this Agreement, contains or
will contain any untrue statement of a material fact, or omits, or will omit, to
state a material fact required or necessary to make the statements and
representations herein or therein made, in light of the circumstances under
which they were made, not-misleading;

     (r)     On the Closing Date, SOLO shall have authorized, issued and
outstanding the securities set forth in Paragraph 1 of this Agreement; and all
SOLO Common Shares indicated as being issued and outstanding on the Closing Date
shall be duly and validly issued and outstanding, fully paid and non-assessable
with no personal liability attached to the ownership thereof;

     (s)     SOLO has not executed or delivered or issued any notes, bonds or
mortgages and has not entered into any leases, contracts or commitments not
disclosed in the SOLO Financial Statements;

     (t)     Except as disclosed in this Agreement under Schedule A, there are
no outstanding right to subscribe shares of stock of SOLO and none will be so
authorized subsequent to the execution of this Agreement without the prior
written consent of CNTR;

     (u)     No SOLO shareholder has any right of appraisal or similar right to
dissent from the transaction made the subject of this Agreement and/or to demand
payment for its SOLO Common Shares. In the event such right does, in fact,
exist, SOLO will cause such shareholder to waive such right prior to the Closing
Date;

     (v)     SOLO has no unpaid dividends;

     (w)     Prior to the Closing Date, SOLO will not authorize a
reorganization, recapitalization, merger, consolidation, stock split or take
other similar corporate action except as may be required to effectuate the terms
and conditions of this Agreement;

     (x)     Prior to the Closing Date, SOLO will not create any other class of
equity or debt security of SOLO;

     (aa)     Prior to the Closing date, and except for advances by SOLO to fund
operations or the incurring of debt to finance ongoing business activities which
shall be disclosed to CNTR in writing, SOLO will not, without the prior written
consent of CNTR:

     (i)     create or incur any indebtedness, whether funded or not, except

<PAGE>
Page 11

unsecured current liabilities incurred in the ordinary course of business, or
assume, guarantee, endorse or otherwise become responsible for the
obligation of any other person, entity, firm or corporation;

     (ii)     create or incur any mortgage, lien, charge or encumbrance of any
kind, nature or description with respect to any of SOLO's properties or assets,
except in the ordinary course of business;

     (iii)     make or become a party to any contract or commitment, or renew,
extend, amend, terminate or modify any contractor commitment, except in the
ordinary course of business;

     (iv)     make any capital expenditure or capital addition or betterment
except as may be involved in ordinary repairs, maintenance and replacements and
minor plant and equipment additions;

     (v)     sell or otherwise dispose of any of its assets except sales in the
ordinary course of business;

     (vi)     declare or pay any dividend on, or make any other distribution
upon or in respect of, or purchase, retire or redeem any shares of its capital
stock, except as may be required by the terms thereof;

     (vii)     issue, sell any additional share of capital stock, whether or not
such shares have been previously authorized for issuance, or acquire any stock
of any corporation or any interest in any business enterprise;

     (viii)     grant any option or make any commitment relating to the
authorized or issued capital stock of SOLO;

     (ix)     pay or agree to pay, conditionally or otherwise, any pension or
severance -air to any director, officer, agent or employee, or make any advances
to or increase the compensation of, any officers or employees;

     (x)     use any assets or properties except for proper corporate purposes;

     (xi)     make any change in the Certificate of Incorporation or By-Laws;

     (xii)     change any of SOLO's banking or safe deposit arrangements or open
any new bank accounts or safe deposit boxes, other than in the normal course of
business;

     (bb)     Except as otherwise disclosed on schedule 6-(bb), SOLO has no
liabilities or obligation of any nature (absolute, accrued, contingent or
otherwise) which are required to be reflected or reserved against on its balance
sheets in accordance with generally accepted accounting principles consistently
applied, except for liabilities and obligations fully reflected or reserved
hereunder and those liabilities incurred in the ordinary course of business:

NAME                         NATURE OF LIABILITY                    AMOUNT
----                         -------------------                    ------

<PAGE>
Page 12

     (bb)     I - Except as otherwise disclosed on Schedule 6(bb) I CNTR has no
liabilities or obligation of any nature (absolute, accrued, contingent or
otherwise) which are required to be reflected or reserved against on its balance
sheets in accordance with generally accepted accounting principles consistently
applied, except for liabilities and obligations fully reflected or reserved
hereunder and those liabilities incurred in the ordinary course of business:

Please see Exhibit 6(bb)II for a list of CNTR Liabilities.

     (cc)     SOLO has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been or will be prior
to Closing Date duly authorized by SOLO's Board of Directors, and SOLO shall
furnish CNTR with true copies of any and documentation evidencing such action.
SOLO is not subject to or obligated under any contract provision or any license,
franchise or permit or subject to any order or decree, which would be breached
or violated by its execution and performance of this Agreement in the time and
manner contemplated herein. Except as required by applicable securities laws or
as set forth on Schedule 6 (cc), no filing or registration with, or
authorization, consent or approval of any public body or authority is necessary
to execute or perform this Agreement and the consummation by SOLO of the
transactions contemplated hereby;

     (dd)     By virtue of its execution of this Agreement, SOLO hereby
acknowledges and accepts that it has been furnished with all information
concerning the business and financial condition and corporate status of CNTR
which SOLO's management deemed necessary to its decision to proceed with the
transactions as described herein;

     (ee)     other than as set forth on Schedule 6(ee) annexed hereto, SOLO has
not made any patent or trademark filings in the United States;

     (ff)     Each of the representations in this Section 6 shall be true and
correct at the Closing Date;

     (gg)     All of the assets and property used by SOLO in the operation of
its business are owned by SOLO and to the extent any of such assets and property
are not so owned, SOLO will arrange to have such asset and/or property
transferred to it prior to the Closing Date;

     (hh)     To the best of its knowledge and belief, each of the
representations and warranties of SOLO in Section 6 of this Agreement is true
and correct;

     (ii)     SOLO is and on the Closing Date will be a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada with full power and authority to conduct its business as the same is
presently being conducted;

<PAGE>
Page 13

     (jj)     SOLO has the corporate power to enter into this Agreement and
carry out its obligations hereunder.- By the Closing Date, the execution and
delivery of this Agreement, the performance of its obligations hereunder, and
the consummation of the transactions contemplated hereby will have been duly
authorized by SOLO's Board of Directors and by a majority of the holders of
SOLO's Common Stock. Except as provided herein, no other corporate action or
proceeding on the party of SOLO will be necessary to authorize this Agreement
and the consummation of transactions contemplated hereby. Prior to the Closing
Date, SOLO will provide CNTR's attorneys with resolutions of the Board of
Directors of SOLO which duly authorize the officers of SOLO to effectuate and
consummate the transaction which is the subject of the Agreement, and further
SOLO will furnish CNTR with documentation which constitutes-and comprises all
consents, approvals, waivers, filings, registrations and other actions required
of or to be made with other persons or governmental authorities in connection
with the transaction contemplated herein under the laws of the State of Nevada
and any other applicable states and evidencing compliance with or an applicable
exemption from the registration provisions of (i) Section 5 of the Securities
Act of 1933 (the "Securities Act") and (ii) -applicable state securities ("blue
sky") laws. Except for matters disclosed to CNTR, SOLO is not subject to or
obligated under any charter, by-laws or contract or any license, franchise or
permit, or subject to any order or decree, which would be breached or violated
by the execution, delivery and performance of this Agreement by SOLO in the time
and manner contemplated herein. other than as referred to herein or in
connection, or in compliance with the provisions of the Securities Exchange Act
of 1934 (the 1134 Act"), and the securities ("blue sky") laws of the various
states, no filing or registration with or authorization, consent, or approval
of, any public body or authority is necessary for the consummation by SOLO of
the transaction contemplated by this Agreement;

     (kk)     Since January 31, 2000, there has been and will not be without the
consent of CNTR: (i) any material adverse change in the financial condition of
SOLO; (ii) any material change in the corporate status of SOLO; (iii) any unpaid
dividends, declaration, setting aside or payment of any dividend (whether in
cash, stock or property) with respect to the capital stock of SOLO; (iv) any
collective bargaining agreement, labor dispute, other than routine matters, none
of which is material to SOLO; (v) any entry into any lease, material contracts,
commitments or transaction (including without limitation any borrowing or
capital expenditure) ; (vi) the execution or issuance of any note, bond,
mortgage or other obligation; or (vii) any other event or condition of any
character materially and adversely affecting the financial condition of SOLO.

     (ll)     The execution and performance of this Agreement in the time and
manner contemplated will not conflict with, result in a breach of or constitute
a default under any provision of law, the Articles of Incorporation or By-Laws
of SOLO or of any existing agreement, indenture or other instrument to which
SOLO is a party or to which it may be bound or affected;

     (mm)     There are not and will not be at any time prior to the Closing
Date, any outstanding subscription rights, options, contracts, calls, demands or
commitments of any type, kind or character relating to the capital stock of SOLO
other than those outlined in Schedule A of this Agreement;

<PAGE>
Page 14

     (nn)     All corporate action required of SOLO has been or will be taken
prior to the Closing Date and all tax reports and returns required to be filed
by SOLO have been or will be timely filed prior thereto. SOLO has complied, and
at all times until the Closing Date will comply with all applicable state,
Federal or local laws, including Federal and State securities laws, regulations
or ordinances and will notify CNTR, immediately upon receiving any violation
claim. SOLO has not been notified, as of the date of this Agreement, that it has
failed to so comply with any such requirements;

     (oo)     There is no litigation or governmental proceeding or investigation
pending or, to the knowledge of SOLO's officers or directors, threatened or in
prospect against SOLO, any of its- officers, directors or principal shareholders
or relating to its capital stock. SOLO will notify CNTR promptly upon receipt of
any such notification of any such initiated or threatened proceedings or
litigation which may arise or be instituted at any time prior to the Closing
Date;

     (pp)     Copies of SOLO's Articles of incorporation, all amendments
thereof, By-Laws and all minutes of SOLO are contained in the minute books which
will be furnished to CNTR and its counsel as soon as practicable, but prior to
Closing; all additional minutes and other corporate documents of SOLO adopted or
executed subsequent to this Agreement, but prior to the Closing Date, will be
exhibited promptly to CNTR and its counsel;

     (qq)     All Federal and state tax returns required to be filed for all
fiscal years ended on or before December 31, 2000, if any, has been or will be
filed and the tax disclosed therein, if any, has been or will be paid prior to
the Closing Date. No extensions of the applicable statute of limitations have
been, or will be, prior to the Closing Date, applied for or consented to by SOLO
without notification to CNTR;

     (rr)     SOLO has clear and unencumbered title to all of its properties.
Prior to the Closing Date and except in the ordinary course of its business,
SOLO will not dispose of or encumber any of its property without the prior
written consent of CNTR;

     (ss)     SOLO is not in material default under any material contract or
obligation; and all third parties with whom SOLO has contractual arrangements
are in material compliance therewith and are not in material default thereunder;

     (tt)     SOLO has not and, without the written consent of CNTR, will not
prior to the Closing Date, adopt any new life insurance, hospitalization
insurance, profit sharing, pension or retirement benefit plans or arrangements
or deferred compensation agreements whether or not legally binding, nor is SOLO
presently paying any pension or retirement allowance;-

     (uu)     At all times prior to the Closing Date, CNTR may inspect, copy and
reproduce any tax returns, accounting and other records of SOLO relating to its
property and capitalization. SOLO will afford to the officers and authorized
representatives of CNTR access to the properties, books and records of SOLO and
furnish such information as CNTR and its counsel may from time to time
reasonably request;

<PAGE>
Page 15

     (vv)     SOLO does not carry any, policies of fire, liability and other
insurance as of the date-of this Agreement;

     (ww)     All of the shares of Common Stock as and when delivered as
required pursuant to this Agreement will be duly and validly issued, fully paid
and non-assessable with no personal liability attaching to the ownership thereof
and will convey to CNTR good and valid title to such securities, free and clear
of any liens, encumbrances or claims of any nature, contingent or otherwise, and
will entitle the holders to all the rights of holders of such securities,
subject in each case to the restrictions on transferability imposed by the
Securities Act and the rules and regulations of the Securities and Exchange
Commission (the "SEC") promulgated thereunder;

     (xx)     The information given and every representation, warranty and
statement made or furnished by SOLO hereunder is true and correct and does not
contain a misstatement of a material fact or omit to state a material fact
required in order to make such statements and representations, in light of the
circumstances under which they are made, not misleading;

     (yy)     Prior to the Closing Date, SOLO will not, without the prior
written consent of CNTR, do or agree to do any of the following:

     (i)     Create or incur any indebtedness, whether funded or not, except
unsecured current liabilities incurred in the ordinary course of business; or
assume, guarantee, endorse or otherwise become responsible for the obligation of
any other person, entity, firm or corporation;

     (ii)     create or incur any mortgage, lien, charge or encumbrance of any
kind, nature or description with respect to any of SOLO properties or assets
except in the ordinary course of business or as required by the terms and
conditions of its capital stock;

     (iii)     make or become a party to any contract or commitment, or renew,
extend, amend, terminate or modify and contractor commitment, except in the
ordinary course of business;

     (iv)     make any material investment, acquisition, or any capital
expenditure or capital addition or betterment except as may be involved in
ordinary repairs, maintenance and replacements and minor plant and equipment
additions;

     (v)     sell or otherwise dispose of any of its assets except sales in the
ordinary course of business;

     (vi)     declare or pay any dividend on, or make any other distribution
upon or in respect of, or purchase, retire or redeem any shares of its capital
stock;

     (vii)     issue or sell any additional shares of capital stock, whether or
not such shares have been previously authorized for issuance, or acquire any
stock of any corporation or any interest in any business enterprise;

<PAGE>
Page 16

     (viii)     grant any option or make any commitment relating, to the
authorized or issued capital stock of SOLO;

     (ix)     pay or agree to pay, conditionally or otherwise, any pension or
severance pay to any director, officer, agent or employees, or make any advances
to or increase the compensation of, any officers or employees;

     (x)     use any assets or properties except for proper corporate purposes;

     (xi)     make any change in the Articles of Incorporation or By-Laws or
effectuate any merger, reorganization, consolidation, or other change
affecting the SOLO corporate structure, capitalization, or existence; and

     (xii)     change any of SOLO's banking or safe deposit arrangements or open
any new bank accounts or safe deposit boxes, other than in the normal course of
business;

     (zz)     SOLO currently is in the process of obtaining audited financial
balance sheets and income statements.

     (aaa)     SOLO has furnished an opinion of counsel and other documentation
to CNTR in for and substance reasonably acceptable to CNTR and CNTR's counsel,
evidencing the fact that SOLO is a Nevada corporation in good standing with the
requisite power and authority to execute, deliver and perform this Agreement;

     (bbb)     Since October 1, 2000, SOLO has not engaged in any material
transaction except with CNTR;

     (ccc)     As of the Closing date no options will be issued and outstanding
to purchase shares of capital stock of SOLO; and

     (ddd)     Each of the representations in this Section 6 shall be true and
correct at the Closing Date.

7.     Covenants of CNTR.  By virtue of its and their respective execution of
       ------------------
this Agreement, CNTR covenants and agrees with SOLO as follows:

     (a)     On the Closing Date, any stockholder of CNTR who will receive
shares of Common Stock will deliver an executed investment letter to SOLO;

     (b)     On the Closing Date, SOLO will furnish CNTR with an opinion of
securities counsel in form and substance reasonably acceptable to CNTR and
CNTR's securities counsel;

     (c)     At all times prior to the Closing Date, SOLO through its duly
authorized representatives, may inspect, copy and reproduce any tax returns,
accounting and other records of CNTR relating to its property, assets or
business. CNTR will afford to the officers and authorized representatives of
SOLO access to the properties, books and records of CNTR and will furnish such
information as SOLO and its counsel may from time to time reasonably request;

<PAGE>
Page 17

     (d)     If requested by SOLO, CNTR will deliver to SOLO an accurate and
complete list and     brief description of all policies of fire, liability,
errors and omissions and other insurance carried by CNTR as of the date of this
Agreement.  CNTR will take all steps necessary to keep such policies in full
force and effect through the Closing Date and will inform SOLO of any changes
in coverage or additional policies prior to the entering into such policies;

     (e)     Copies of CNTR's Certificate of Incorporation, all amendments
thereto, By-Laws, and all minutes of CNTR are contained in the minute books
which will be furnished to SOLO and its counsel prior to the Closing Date; and
all additional minutes and the corporate documents of CNTR adopted or executed
subsequent to this Agreement, but prior to the Closing Date (none of which -
will diminish or dilute the rights of SOLO hereunder), will be furnished to SOLO
and its counsel prior to the Closing Date;

     (f)     As soon as practicable following the execution of this Agreement,
but no later than ten (10) days prior to the Closing Date, provide SOLO with the
CNTR Unaudited Financial Statements;

     (g)     All of the representations, warranties and covenants of CNTR made
in this Agreement shall survive the Closing Date for a period of twelve months.

8.     Covenants of SOI.  By virtue of its execution of this Agreement, SOLO
       ----------------
hereby covenants and agrees with CNTR as follows:

     (a)     SOLO agrees and covenants to execute the certificate identified in
Section 10(b)(ii) below;

     (b)     On the Closing Date, SOLO will furnish CNTR with an opinion of
securities counsel in form and substance reasonably acceptable to CNTR and
CNTR's securities counsel;

     (c)     At all times prior to the Closing Date, CNTR through its or their
duly authorized representatives, may inspect, copy and reproduce any tax
returns, accounting and other records of SOLO relating to its property, assets
or business. SOLO will afford to the officers and authorized representatives of
CNTR access to the properties, books and records of SOLO and will furnish such
information as CNTR and its counsel may from time to time reasonably request;

     (d)     If requested by CNTR, SOLO will deliver to CNTR an accurate and
complete list and brief description of all policies of fire, liability, errors
and omissions and other insurance carried by SOLO as of the date of this
Agreement. SOLO will take all steps necessary to keep such policies in full
force and effect through the Closing Date and will inform CNTR of any changes in
coverage or additional policies prior to the entering into such policies;

     (e)     Copies of SOLO's Certificate of Incorporation, all amendments
thereto, By-Laws, and all minutes of SOLO are contained in the minute books
which will furnished to CNTR and its counsel prior to the Closing Date; and all
additional minutes and other corporate documents of SOLO adopted or executed
subsequent to this Agreement, prior to the Closing Date (none of which will

<PAGE>
Page 18

diminish or dilute the rights of CNTR hereunder), will be furnished to CNTR and
its or their counsel-prior to the Closing Date;

     (f)     As soon as practicable following the execution of this Agreement,
but no later than ten (10) days prior to the Closing Date, SOLO will provide
CNTR with the SOLO Audited and Unaudited Financial Statements;

     (g)     All of the representations, warranties and covenants of SOLO made
in this Agreement shall survive the Closing Date for a period of twelve months;

     (h)     As- soon as practicable following the execution of this Agreement,
but not later than ten (10) days prior to the Closing Date, SOLO will furnish to
CNTR copies of proposed forms of employment agreement with such executive
officers of SOLO as CNTR shall have designated to SOLO in writing as soon as
practicable following the execution of this Agreement (the "SOLO Employment
Agreements") . The terms of such SOLO Employment Agreements shall be
satisfactory to CNTR. Any and all such SOLO Employment Agreements shall be duly
executed on the Closing Date;

     (i) No     later than twenty (20) business days after the Closing Date,
SOLO shall take such corporate action as shall be necessary to comply with the
requirements of the laws of the State of Nevada and to cause its shareholders to
authorize the transaction referenced in this Agreement; and

9.     Conditions Precedent to Closing
       -------------------------------

     (a)     All of the obligations of CNTR under and pursuant to this Agreement
are and shall be subject to the representations and warranties of SOLO being
true and correct in all material respects on the Closing Date except for such
representation and warranties that are expressly given as of a specific date or
as of the date hereof and the delivery to CNTR, prior to or on the Closing Date
of each of the following:

     (i)     certificates for the Common Stock in such names and in such
denominations as CNTR shall have indicated to SOLO in writing;

     (ii)     a certificate signed by the President and Secretary of SOLO, dated
the Closing Date, to effect that all of the representations and warranties of
SOLO set forth herein and elsewhere in this Agreement are true and correct in
all material respects except for such representations and warranties that are
expressly given as of a specific date or as of the date hereof;

     (iii)     a certified copy of the resolution of SOLO's Board of Directors
authorizing the execution, delivery and performance of this Agreement;

     (iv)     the SOLO Audited and Unaudited Financial Statements;

     (v)     a Certificate of Good Standing of SOLO from the appropriate
authority in the State of Nevada dated within ten (10) days of the Closing Date;

<PAGE>
Page 19

     (vi)     a certificate from the appropriate authority in the State of
Washington dated within ten (10) days of the Closing Date evidencing payment by
SOLO of all outstanding taxes due to the State of Nevada;

     (vii)     an opinion of corporate and securities counsel to SOLO, in form
and substance reasonably satisfactory to CNTR and its counsel;

     (viii)     a certificate of the President and Corporate Secretary of SOLO
certifying that, effective as of the Closing, all other covenants of SOLO to be
satisfied on or before the Closing, have been satisfied;

     (ix)     duly executed copies of the SOLO Employment Agreements if any.

     (b)     All of the obligations of CNTR under and pursuant to this Agreement
are and shall be subject to the representations and warranties of CNTR being
true and correct at the Closing Date except for such representations and
warranties that are expressly given as of a specific date or as of the date
hereof and the fulfillment prior to or on the Closing Date of each of the
following:

     (i)     a certificate signed by the President and Secretary of CNTR, dated
the Closing Date, to effect that all of the representation and warranties of
CNTR herein and elsewhere in this Agreement are true and correct in all material
respects except for such representations and warranties that are expressly given
as of a specific date or as of the date hereof;

      (ii)     a certified copy of the resolution of CNTR's Board of Directors
authorizing the execution, delivery and performance of this Agreement;

     (iii)     the CNTR Unaudited Financial Statements containing an unqualified
opinion of a firm of independent certified public accountants together with the
CNTR Unaudited Financial Statement which shall contain no material change in the
financial condition of CNTR since the date of the last CNTR Unaudited Financial
Statement other than expenditures authorized by this
Agreement, and review by such firm;

     (iv)     a Certificate of Good Standing of CNTR to be drafted by CNTR
corporate counsel dated within ten (10) days of the Closing date;

     (v)     an executed copy of the CNTR Investment Letters from each holder-of
the CNTR Common Shares;

     (vi)     an opinion of corporate and securities counsel to CNTR, in form
and substance reasonably satisfactory to SOLO and its securities counsel;

     (vii)     a certificate of the President and Corporate Secretary of CNTR
certifying that, effective as of the Closing, all other covenants of CNTR to be
satisfied on or before the Closing, have been satisfied; and

<PAGE>
Page 20

     (viii)     duly executed copies of the CNTR Employment Agreements if any.

10.     Indemnification.
        ----------------

     (a)     CNTR agrees to hold SOLO harmless from any and all loss, cost,
expense, liability or damage, including reasonable attorney's fees, resulting
from any inaccurate representation made by CNTR, breach of any warranty herein
made and breach or default in CNTR's performance of any of the covenants which
CNTR is to perform hereunder; provided, however, no claim may be made under this
Agreement for breach of warranty or covenant, or seek any indemnification with
regard thereto until such time as there has been an aggregate of Ten Thousand
Dollar ($10,000) damages incurred by SOLO. All claims made hereunder must be
made within eighteen (18) months of the Closing hereunder or they shall be
deemed waived.

     (b)     SOLO hereby agrees to hold CNTR harmless from any and all loss,
cost, expense, liability or damage, including reasonable attorney's fees,
resulting from any inaccurate representation made by SOLO, breach of any
warranty herein made and breach or default in SOLO's performance of any of the
covenants which it is to perform hereunder; provided, however, no claim may be
made under this Agreement for breach of warranty or covenant, or seek any
indemnification with regard thereto until such time as there has been an
aggregate of Ten Thousand Dollars ($10,000) damages incurred by CNTR. All claims
made hereunder must be made within eighteen (18) months of the Closing hereunder
or they shall be deemed waived.

11.     CNTR's Investment Intent.  CNTR has been advised, and by the execution
        -------------------------
of this Agreement, hereby agrees, accepts and acknowledges;

     (a)     That none of the SOLO Common Shares to be delivered hereunder shall
have been registered under the Securities Act or under state securities law, and
that both CNTR and its present management are relying upon an exemption from
registration based upon the investment and other representations of SOLO. In
this regard, CNTR hereby represents, covenants and warrants that:

     (i)     It is acquiring the SOLO Common Shares transferred and delivered
hereunder for investment purposes and without any view to the transfer or resale
thereof and that such shares shall not be sold, transferred, assigned, pledged
or hypothecated in any violation of the Securities Act, or the applicable
securities laws of any state;

     (ii)     It has no present reason to anticipate any change in their
circumstances or any other particular occasion or event which would cause it to
sell the SOLO Common Shares, subject, however, to the disposition of such
property at all time being within its exclusive control;

     (iii)     The certificates representing all of the SOLO Common Shares to be
delivered pursuant to this Agreement, shall bear a restrictive legend in

<PAGE>
Page 21

substantially the following form:

"The shares represented by this certificate have not been registered under the
Securities Act of 1933 as amended. They may not be sold, assigned or transferred
in the absence of an effective registration statement for the Shares under the
said Securities Act, receipt of a 'no action' letter from the Securities and
Exchange Commission or an opinion of counsel satisfactory to the Corporation
that registration is not required under said Securities Act."

12.     Conduct of SOLO's and CNTR's Business Prior to the Closing Date.  From
        ----------------------------------------------------------------
the date hereof and prior to the Closing Date, unless the other party hereto
shall otherwise agree in writing:

     (a)     The business of SOLO and CNTR shall be conducted only in the
ordinary and usual course and there shall be no material adverse changes in the
nature and extent of its respective properties, or the conduct of its respective
operations;

     (b)     Neither SOLO nor CNTR shall encumber by lien, encumbrance, security
interest or otherwise any of its respective assets or properties or authorize
the  reorganization, recapitalization, merger, consolidation or other similar
action on behalf of SOLO or CNTR except any that may be permitted by or required
to effectuate the terms and conditions of this Agreement or as otherwise
mutually agreed upon in writing;

     (c)     Except as permitted by this Agreement, neither SOLO nor CNTR shall
dispose of any material amount of assets other than in the ordinary course of
business; incur a material amount of additional indebtedness or other material
liabilities, other than liabilities for borrowed money or enter into any
contract, agreement, commitment or arrangement with respect to any of the
foregoing;

     (d)     Neither SOLO nor CNTR shall enter into any employment or similar
contract with any shareholder or employee or make any changes in its respective
management or executive assignments or compensation, except for changes in its
management or executive assignments or compensation which occur in the ordinary
course of business or as otherwise permitted by this Agreement; and

     (e)     SOLO and CNTR shall use their respective best efforts to preserve
intact its business organization, to keep available the services of its present
key employees, and to preserve the good will of those having business
relationships with them.

13.     Access and Information.  Each party hereto shall afford to the other
        -----------------------
party's accountants, counsel and other duly authorized representatives access,
during normal business hours and on reasonable advance notice, during the period
after execution of this Agreement and prior to the Closing Date, the right to
make copies of all properties, books, contracts, commitments and records
(including but not limited to tax returns) In addition, each party shall furnish
promptly to the other party: (xiii) a copy of each report, schedule and other
document file received by it pursuant to the requirements of Federal or state

<PAGE>
Page 22

securities laws; (xiv) a copy of any summons, complaint, petition, notice of
hearing or notice of the commencement of any governmental or administrative
investigation; and (xv) all other information concerning its business,
properties and personnel as may reasonably be requested; provided, however, that
- no investigation pursuant to this Section 16 shall affect any representations
or warranties or the conditions to the obligations of the parties to consummate
a transaction referenced herein. in the event of a termination of this Agreement
whether in accordance with the provisions of Section 16 or otherwise, each party
shall return to the party furnishing information all documents, work papers and
other material obtained by or on its behalf as a result of this Agreement or in
connection herewith whether obtained before or after the execution hereof, and
the party receiving such information from the party furnishing same shall hold
such information in confidence until such time as such information is otherwise
publicly available. Notwithstanding the foregoing and until the Closing Date,
CNTR shall be under no obligation to disclose to SOLO and SOLO shall be under no
obligation to disclose to CNTR any proprietary or secret or confidential
information concerning its respective operations.

14.     Expenses.  Regardless of whether or not the transaction contemplated
        ---------
herein is consummated, each party shall promptly pay, shall be responsible for,
and account for on its respective financial statements all costs and expenses
incurred by it in connection with this Agreement and the transactions
contemplated hereby.

15.     Termination.  This Agreement may be terminated at any time prior to the
        ------------
Closing Date: (i) by mutual consent of the Boards of Directors of both SOLO and
CNTR; (ii) by failure to close as provided in Section 3; or (iii) as a result of
the occurrence, prior to the Closing Date, of any of the following events with
respect to or by either CNTR or SOLO: (aa) The making of a general assignment of
assets for the benefit of creditors not previously revealed through due
diligence prior to closing; (bb) The filing of any petition or the commencement
of any proceeding by or against either corporation for any relief under any
bankruptcy, or insolvency laws or any laws related to the relief of debtors,
readjustment of indebtedness, reorganizations, compositions or extensions; (cc)
The appointment of a receiver of or the issuance or making of a writ or order of
attachment or garnishment against, a majority of the property or assets of
either corporation; (dd) The filing of a tax lien or warrant or judgment against
either corporation in favor of the United States of America or the State of
Nevada in an amount in excess of Twenty Five Thousand ($25,000) Dollars where
said lien or judgment is not satisfied and discharged within thirty (30) days
from the date of such filing; or (ee) A judgment is rendered against either
corporation on an uninsured claim of $50,000 or more and either corporation
fails to commence an appeal of such judgment within the applicable appeal
period.

16.     Effect on Termination.  In the event of termination of this Agreement as
        ----------------------
provided in Section 16, this Agreement shall forthwith become null and void and
there shall be no further liability on the part of SOLO or CNTR or its
respective officers or directors. Termination of this Agreement by either SOLO
or CNTR as a result of the breach of the terms and conditions hereof by the
other shall not relieve any party of any liability for a breach of, or for any
misrepresentation under this Agreement, or be deemed to constitute a waiver of
any available remedy (including specific performance if available) for any such

<PAGE>
Page 23

breach or misrepresentation.

17.     Meaning of "Material".  As used herein, the term "material" shall be
        ----------------------
construed in its generally accepted United States Federal securities law
context.

18.     Amendment.  This Agreement may not be amended except by an instrument in
        ----------
writing signed on behalf of each of the parties hereto.

19.     Waiver.  At any time prior to the Closing Date, the parties hereto, by
        -------
action taken by its respective Boards of Directors and accepted in writing by
the other parties, may: (i) extend the time for the performance of any party;
(ii) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto; and (iii) waive compliance
with any of the agreements or conditions contained herein. Any agreement on the
part of a party hereto to any such extension or waiver shall be valid if set
forth in an instrument in writing signed on behalf of such party and accepted in
writing by the other parties. The failure of any party to insist upon strict
performance of any of the provisions of this Agreement shall not be construed as
a waiver of any subsequent default of the same or similar nature or of any of
provision, term, condition, warranty, representation or guaranty contained
herein.

20.     Broker and Investment Banking Fees.  SOLO, and CNTR represent and
        -----------------------------------
warrant that they have not engaged the services of any broker, finder, or other
person of similar kind who might be due compensation as a result of the
transactions contemplated herein. Notwithstanding the representations herein
SOLO, and CNTR agree to hold and indemnify each other harmless from and against
claims by any third party due compensation as a broker, finder, or other person
of similar kind who might be due compensation as a result of the transactions
contemplated herein.

21.     Binding Effect.  All of "he terms and provisions of the Agreement shall
        ---------------
be binding upon and inure to the benefit of and be enforceable by and against
the parties hereto and their respective successors. This Agreement shall not be
assignable under any circumstances.

22.     Entire Agreement.  Each of the parties hereto, covenants that this
        -----------------
Agreement is intended to and does contain and embody herein all of the
understandings and agreements, both written and oral, of the parties hereby with
respect to the subject matter of this Agreement and that there exists no oral
agreement or understanding express or implied, whereby the absolute, final and
unconditional character and nature of this Agreement shall be in any way
invalidated, impaired or affected.

23.     Governing Law.  This Agreement shall be governed by and interpreted
        --------------
under and construed in all respects in accordance with the laws of the State of
Washington, irrespective of the place of domicile or residence of any party.

24.     Arbitration.  The parties agree that in the event of a controversy
        ------------
arising out of the interpretation, construction, performance or breach of the
Agreement, any and all claims arising out of or relating to this Agreement shall
be settled by arbitration according to the Commercial Arbitration Rules of the

<PAGE>
Page 24

American Arbitration Association located in Seattle, Washington before a single
arbitrator, except as provided below. The decision of the arbitrator(s) will be
enforceable in any court of competent jurisdiction. The parties hereby agree and
 .consent that service of process in any such arbitration proceeding outside the
City of Seattle shall be tantamount to service in person with Seattle,
Washington and shall confer personal jurisdiction on the American Arbitration
Association. In any dispute where a party seeks Fifty Thousand Dollars
($50,000.00) or more in damages, three (3) arbitrators will be employed. In
resolving all disputes between the parties, the arbitrators will apply the law
of the State of Washington, except as may be modified by this Agreement. The
arbitrators are, by this Agreement, directed to conduct the arbitration hearing
no later than three (3) months from the service of the statement of claim and
demand for arbitration unless good cause is shown establishing that the hearing
cannot fairly and practically be so convened. The arbitrators will resolve any
discovery disputes by such prehearing conferences as may be needed. All parties
agree that the arbitrators and any counsel of record to the proceeding will have
the power of subpoena process as provided by law. Notwithstanding the foregoing,
if a dispute arises out of or related to this Agreement, or the breach thereof,
before resorting to arbitration the parties agree first to try in good faith to
settle the dispute by mediation under the Commercial Mediation Rules of the
American Arbitration Association.

25.     Originals.  This Agreement may be executed in counterparts each of which
        ----------
so executed shall be deemed an original and constitute one and the same
agreement.

26.     Addresses of the Parties.  Each party shall at all times keep the other
        -------------------------
party informed of its principal place of business if different from that stated
herein, and promptly notify the other of any change, giving the address of the
new principal place of business.

27.     Notices.  Any notice required or contemplated by this Agreement shall be
        --------
deemed sufficiently given when delivered in person, transmitted by facsimile (if
followed by a copy by mail within three (3) business days) or sent by registered
or certified mail or priority overnight package delivery service to the
principal office of the party entitled to notice or at such other address as the
same may designate in a notice for that purpose. All notices shall be deemed to
have been made upon receipt, in the case of mail, personal delivery or
facsimile, or on the next business day, in the case of priority overnight
package delivery service. Such notices shall be addressed and sent or delivered
to the following:

                    Solo & Hurst, Inc.:
                    Earl P. Gilbrech
                    7641 E. Gray Rd.
                    Suite G
                    Scottsdale, Arizona 85260

                    If to Cantronic Systems, Inc.:
                    James Zahn
                    Cantronic Systems, Inc.
                    116-3823 Henning Drive

<PAGE>
Page 25

                    Burnaby, British Columbia
                    V5C 6P3

or to such other address of which a party may notify the other parties as
provided above.

28.     Release of Information.  In light of the nature and extent of the
        -----------------------
conditions precedent to CNTR's and SOLO's obligations hereunder, the parties
hereby agree that any and all releases of public information concerning this
transaction shall be made only with the mutual consent in writing of both CNTR
and SOLO as to form, content and kind.

     IN WITNESS WHEREOF, the undersigned hereby covenant that they are executing
this Agreement as of the day and year first above written for and on behalf of
their respective companies with full power and authority to act for and to bind
such companies' to the terms and conditions of this Agreement.

                                          Cantronic Systems, Inc.

                                          By:   /s/ James Zahn
                                              ----------------------------------
                                          James Zahn, President

                                          Solo & Hurst, Inc.

                                          By:  /s/ Earl P. Gilbrech
                                              ----------------------------------
                                          Earl P. Gilbrech
                                          American International Investors, Ltd.
                                          Authorized Agent for Solo & Hurst


<PAGE>
Exhibit 2.2


                      AGREEMENT AND PLAN OF REORGANIZATION


                                     BETWEEN




                             CANTRONICS CORPORATION


                                       AND




                     ACADEMY OF INFRARED THERMOGRAPHY, INC.


                                       AND



                  CONDITION MONITORING TRAINING INSTITUTE, INC.


                             as of February 2, 2001


<PAGE>

                                TABLE OF CONTENTS

1.     Plan of Reorganization                                                 4

2.     Exchange of Shares                                                     5

3.     Closing                                                                5

4.     The Common Stock                                                       5

5.     Tax-Free Exchange                                                      5

6.     Representations and Warranties of AIRT/CMTI                            5

7.     Representations and Warranties of CNTR                                 8

8.     Covenants of CNTR and AIRT/CMTI                                        14

9.     Covenants of CNTR                                                      15

10.    Conditions Precedent to Closing                                        16

11.    Indemnification                                                        18

12.    AIRT/CMTI's Investment Intent                                          19

13.    CNTR's Investment Intent                                               20

14.    Conduct of CNTR's and AIRT/CMTI's Prior to the
       Closing Date                                                           20

15.    Access and Information                                                 21

16.    Expenses                                                               21

17.    Termination                                                            21

18.    Effect on Termination                                                  22

19.    Meaning of "Material"                                                  22

<PAGE>

20.    Amendment                                                              22

21.    Waiver                                                                 22

22.    Broker and Investment Banking Fees                                     22

23.    Binding Effect                                                         23

24.    Entire Agreement                                                       23

25.    Governing Law                                                          23

26.    Arbitration                                                            23

27.    Originals                                                              23

28.    Addresses of the Parties                                               24

29.    Notices                                                                24

30.    Release of Information                                                 25


<PAGE>
Page 4

     AGREEMENT AND PLAN OF REORGANIZATION, dated as of 2 February 2001 (the
"Agreement"), among Cantronics Corporation, a corporation organized under and
pursuant to the laws of the State of Nevada ("CNTR"), Academy of Infrared
Thermography, Inc., a corporation organized under and pursuant to the laws of
the State of Washington ("AIRT"), and Condition Monitoring Training Institute,
Inc., a corporation organized and pursuant to the laws of the Province of
British Columbia, Canada ("CMTI") in their capacity as the holders of all of the
issued and outstanding shares of AIRT/CMTI common stock, no par value per share
(the "AIRT/CMTI Common Shares"). AIRT and CMTI for purposes of this Agreement
shall collectively be known as "AIRT/CMTI."

                                   WITNESSETH:

     WHEREAS, CNTR desires, pursuant to this Agreement, to exchange an aggregate
of Two Million Seven Hundred and Fifty Thousand (2,750,000) heretofore
authorized but unissued shares of its Common Stock $.001 par value per share
(the "Common Stock") solely for all of the AIRT/CMTI Common Shares; and

     WHEREAS, CNTR is willing, pursuant to this Agreement, to exchange all of
the AIRT/CMTI Common Shares solely for Common Stock upon the terms and
conditions hereinafter set forth and for the purpose of carrying out a tax free
exchange within the meaning of Section 368 of the Internal Revenue Code of 1986,
as amended (the "Code"); and

     WHEREAS, in order to carry out the foregoing intents, CNTR and AIRT/CMTI
desire to enter into and adopt this Agreement.

     NOW, THEREFORE, in consideration for the exchange of securities herein
enumerated and other good and valuable consideration, the receipt and adequacy
of which is hereby jointly and severally acknowledged and accepted, the parties
hereby agree as follows:

     1.     Plan of Reorganization.  AIRT/CMTI owns all of the AIRT/CMTI Common
            ----------------------
Shares. It is the express written intention of the parties that all of the
AIRT/CMTI Common Shares shall be acquired by CNTR solely in exchange for Two
Million Seven Hundred and Fifty Thousand (2,750,000) shares of CNTR Common
Stock. AIRT/CMTI agree that the 2,750,000 CNTR Common Shares shall be provided
in the following certificates with appropriate restriction periods:

1,500,000 Shares                              Three Year Restriction

1,250,000 Shares                              Five Year Restriction

All Restrictions shall be dated as of the date of the Closing for the Exchange
of Shares by and between the Parties.

     A. CNTR shall issue its Common Stock in exchange for 100t of the issued and
outstanding stock of AIRT/CMTI on condition that:

     (i) AIRT/CMTI maintain their financials at the figures represented by their

<PAGE>
Page 5

October 31, 2000 financial statement;
     (ii) AIRT/CMTI covenant that they have been in business for a sufficient
period of time such that their financials, as of October 31, 2000, reflect a
normal course of business for the two companies.

     2.     Exchange of Shares. By virtue of their respective execution of this
            ------------------
Agreement, CNTR and AIRT/CMTI hereby and consent that on the Closing Date (as
hereinafter defined) the AIRT/CMTI Common Shares shall be exchanged with CNTR
solely in consideration for the CNTR Common Stock. Unless otherwise requested by
AIRT/CMTI in writing at least five business days prior to the Closing date, the
Common Stock shall be delivered via ten (10) certificates for       shares of
                                                             -------
Common Stock registered in the name of                      .  All certificates
                                      ----------------------
representing the AIRT/CMTI Common Shares, shall be delivered to CNTR duly
endorsed in blank with signature guaranteed or with executed stock power
attached thereto with signature guaranteed in either event by a bank or
brokerage firm that is a member of the medallion program and in transferrable
form with any required documentary or transfer tax stamps affixed at AIRT/CMTI's
sole and exclusive expense so as to make CNTR the sole owner thereof, free and
clear of any and all liens, claims and encumbrances, of any nature whether
accrued, absolute, contingent or otherwise.

     3.     Closing.  The closing of the exchange of the AIRT/CMTI Common Shares
            --------
for the CNTR Common Stock (the "Closing") shall take place at 1:00 PM local time
on or before the 2nd day of February 2001 at the offices of Cantronics
Corporation located at 116-3823 Henning Drive, Burnaby, British Columbia V5C 6P3
or such other time and place upon which the parties may agree. The day which the
Closing actually occurs is herein sometimes referred to as the "Closing Date".
In the event the closing does not occur on or before February 2, 2001, and
unless extended by mutual consent in writing or unless such failure to close is
by reason of a material breach by a party of its obligations under this
Agreement, then CNTR and AIRT/CMTI shall return all information and
documentation exchanged or delivered hereunder to the party or parties
furnishing the same and thereafter, this Agreement shall thereafter be and be
deemed to be null and void and of no further force or effect. In the event the
failure to close is caused by the material breach by a party of its obligations
under this Agreement, then the non-breaching party may enforce its rights under
this Agreement including the right to seek specific performance and/or damages
as provided in Section 17 of this Agreement.

     4.     The Common Stock.  The shares of Common Stock originally issued and
            -----------------
delivered to AIRT/CMTI at the Closing shall be voting securities of CNTR having
the rights and preferences set forth on the Certificate of the Designation,
Right and Preferences.

     5.     Tax-Free Exchange.  Each party hereto intends that the transaction
            ------------------
embodied by this Agreement shall be and shall qualify as a reorganization and a
tax-free exchange under Section 368(a)(1)(C) of the Code; and in furtherance
thereof, each party hereby agrees not to take any action which would impair the
treatment of the exchange as a tax-free reorganization for tax purposes.
However, the inability to consummate the transaction on a tax-free basis will
not affect the validity of enforceability of this Agreement.


<PAGE>
Page 6

     6.     Representations and Warranties of AIRT/CMTI.  By virtue of its
            --------------------------------------------
execution of this Agreement, and except as expressly modified by the information
set forth on any and all schedules or exhibits annexed to this Agreement and
incorporated herein by reference, AIRT/CMTI hereby represent and warrants to
CNTR as follows:

     (a)     It is the sole record and beneficial owner of the AIRT/CMTI Common
Shares representing 100% of the total number of issued and outstanding shares of
AIRT/CMTI's common stock, no par value per share. AIRT/CMTI has the sole and
undisputed power, right and authority to vote the AIRT/CMTI Common Shares. The
AIRT/CMTI Common Shares to be transferred to CNTR on the Closing Date will
constitute all of the issued and outstanding shares of common stock of AIRT/CMTI
as of the Closing Date. The AIRT/CMTI Common Shares will be transferred free and
clear of any and all liens, claims, encumbrances, options, contracts, calls,
commitments or demands of any character. The AIRT/CMTI Common Shares to be
transferred to CNTR on the Closing Date will constitute the complete ownership,
legal and equitable, record and beneficial, of the Limited Common Shares by
AIRT/CMTI on the Closing Date. As of the Closing Date, and except as disclosed
on Schedule 7(a), AIRT/CMTI shall not own any equity interest in any other
corporation, partnership, joint venture or proprietorship; and shall have on the
Closing Date full corporate power and authority to carry on its business as the
same shall be conducted between the date hereof and the Closing Date;

     (b)     It has the power, right and authority to execute, deliver and
perform this Agreement, and the execution, delivery and performance of this
Agreement in the time and manner herein specified, will not conflict with,
result in a breach of , or constitute a default under any provisions of law,
trust or any existing agreement, indenture or other instrument to which
AIRT/CMTI is a party or by which the AIRT/CMTI Common Shares owned by AIRT/CMTI
may be bound or affected;

     (c)     The AIRT/CMTI Common Shares are duly and validly issued, fully paid
and non-assessable, and represent the only issued and outstanding class of
voting securities of AIRT/CMTI;

     (d)     The information given and every representation, warranty and
statement made or furnished by AIRT/CMTI herein is true, correct and does not
contain a misstatement of a material fact or omit to state any material fact
required in order to make the statement and representation, in light of the
circumstance under which they were made, not misleading;

     (e)     AIRT/CMTI has no knowledge of the material fact or facts other than
disclosed herein or in the exhibits or schedules annexed hereto which will
adversely affect the business or financial condition of AIRT/CMTI or the title
of AIRT/CMTI to its properties or assets, and agrees that it will notify CNTR of
any such facts if it acquire knowledge of the same prior to the Closing Date;

     (f)     To the best of its knowledge and belief, each of the

<PAGE>
Page 7

representations and warranties of Limited in Section 7 of this Agreement is true
and correct;

     (g)     Its management has read and understands both this Agreement and the
nature and parameters of the transaction underlying the same; accepts and agrees
to the consummation of the transaction enumerated herein; and accepts the
original issuance of the CNTR Common Stock to AIRT/CMTI as the sole and
exclusive consideration for the transfer and delivery of the AIRT/CMTI Common
Shares to CNTR;

     (h)     Neither it not any other person, firm or entity has any right of
appraisal or similar right to dissent from the transaction made subject of this
Agreement and/or to demand payment for the AIRT/CMTI Common Shares. In the event
such right does, in fact, exist, AIRT/CMTI will waive such right prior to the
Closing Date;

     (i)     Prior to the Closing Date, AIRT/CMTI will not vote for or authorize
the reorganization, recapitalization, merger, consolidation, stock split or
other similar corporate action on behalf of AIRT/CMTI except as may be required
to effectuate the terms and conditions of this Agreement;

     (j)     Prior to the Closing Date, AIRT/CMTI will not vote for or authorize
the creation of any other class of equity or debt security of Limited;

     (k)     All of the assets and property used by AIRT/CMTI in the operation
of its business are owned by AIRT/CMTI and to the extent any of such assets and
property are not so owned, AIRT/CMTI will arrange to have such asset and/or
property transferred into AIRT/CMTI's name prior to the Closing Date and then
transferred to CNTR;

     (1)     Prior to the Closing Date, and except for advances by AIRT/CMTI to
fund operations or the incurring of debt to finance ongoing business activities
which shall be disclosed to CNTR in writing prior to expenditure, AIRT/CMTI will
not, without the prior written consent of CNTR, cause or authorize AIRT/CMTI to:

     (i)     create or incur any indebtedness, whether funded or not, except
unsecured current liabilities incurred in the ordinary course of business; or
assume, guarantee, endorse or otherwise become responsible for the obligation of
any other person, entity, firm, or corporation;

     (ii)     create or incur any mortgage, lien, charge or encumbrance of any
kind, nature or description with respect to any of Limited's properties or
assets, accept in the ordinary course of business;

     (iii)     make or become a party to any contract or commitment, or renew,
extend, amend, terminate or modify any contract or commitment, except in the
ordinary course of business;

     (iv)     make any capital expenditure or capital addition or betterment

<PAGE>
Page 8

except as may be involved in ordinary repairs, maintenance and replacements and
minor plant and equipment additions;

     (v)     sell or otherwise dispose of any of its assets except sales in the
ordinary course of business;

     (vi)    declare or pay any dividend on, or make any other distribution
upon or in respect of, or purchase, retire or redeem any shares of its capital
stock;

     (vii)   issue or sell any additional shares of capital stock, whether or
not such shares have been previously authorized for issuance, or acquire any
stock of any corporation or any interest in any business enterprise;

     (viii)  grant any option or make any commitment relating to the
authorized or issued capital stock of Limited;

     (ix)    pay or agree to pay, conditionally or otherwise, any pension or
severance pay to any director, officer, agent or employee, or make any advances
to or increase the compensation of, any officers or employees;

     (x)     use any AIRT/CMTI assets or properties, except for proper corporate
purposes in the ordinary course of business;

     (xi)    make any change in AIRT/CMTI's Certificate of Incorporation or
By-Laws; or

     (xii)   change any of AIRT/CMTI's banking or safe deposit arrangements or
open any new bank accounts or safe deposit boxes, other than in the normal
course of business.

     (m)     Each of the representatives in this Section 6 shall be true and
correct at the Closing Date.

7.     Representations and Warranties of CNTR.  By virtue of its execution of
       --------------------------------------
this Agreement CNTR hereby represents and warrants to AIRT/CMTI as follows:

     (a)     CNTR is and on the Closing Date will be a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada with full power and authority to conduct its business as the same is
presently being conducted;

     (b)     CNTR has the corporate power to enter into this Agreement and carry
out its obligations hereunder. By the Closing Date, the execution and delivery
of this Agreement, the performance of its obligations hereunder, and the
consummation of the transactions contemplated hereby will have been duly
authorized by CNTR's Board of Directors and by a majority of the holders of
CNTR's Common Stock. Except as provided herein, no other corporate action or
proceeding on the part of CNTR will be necessary to authorize this Agreement and

<PAGE>
Page 9

the consummation of transactions contemplated hereby. Prior to the Closing Date,
CNTR will provide AIRT/CMTI's attorneys with resolutions of the Board of
Directors of CNTR which duly authorize the officers of CNTR to effectuate and
consummate the transaction which is the subject of the Agreement, and further
CNTR will furnish AIRT/CMTI with documentation which constitutes and comprises
all consents, approvals, waivers, filings, registrations and other actions
required of or to be made with other persons or governmental authorities in
connection with the transaction contemplated herein under the laws of the State
of Nevada and any other applicable states and evidencing compliance with or an
applicable exemption from the registration provisions of (i) Section 5 of the
Securities Act of 1933 (the "Securities Act") and (ii) applicable state
securities ("blue sky") laws. Except for matters disclosed to AIRT/CMTI, CNTR is
not subject to or obligated under any charter, by-laws or contract or any
license, franchise or permit, or subject to any order or decree, which would be
breached or violated by the execution, delivery and performance of this
Agreement by CNTR in the time and manner contemplated herein. other than as
referred to herein or in connection, or in compliance with the provisions of the
Securities Exchange Act of 1934 (the 1134 Act"), and the securities ("blue sky")
laws of the various states, no filing or registration with or authorization,
consent, or approval of, any public body or authority is necessary for the
consummation by CNTR of the transaction contemplated by this Agreement;

     (c)     Since February 1, 2001, there has been and will not be without the
consent of AIRT/CMTI: (i) any material adverse change in the financial condition
of CNTR; (ii) any material change in the corporate status of CNTR; (iii) any
unpaid dividends, declaration, setting aside or payment of any dividend (whether
in cash, stock or property ) with respect to the capital stock of CNTR; (iv) any
collective bargaining agreement, labor dispute, other than routine matters, none
of which is material to CNTR; (v) except as disclosed on Schedule 8(c), any
entry into any lease, material contracts, commitments or transaction (including
without limitation any borrowing or capital expenditure); (vi) the execution or
issuance of any note, bond, mortgage or other obligation; or (vii) any other
event or condition of any character materially and adversely affecting the
financial condition of CNTR. Prior to February 1, 2001, CNTR initiated a private
offering for stock pursuant to Regulation D, Rule 506 of the Securities and
Exchange Act of 1933 (as amended) to raise a total of Six Million ($6,000,000)
U.S. Dollars for a total of 8,000,000 Common Shares at $.75 per share. As of the
date of merger between CNTR and AIRT/CMTI, the Offering is still open.

     (d)     The execution and performance of this Agreement in the time and
manner contemplated will not conflict with, result in a breach of or constitute
a default under any provision of law, the Articles of Incorporation or By-Laws
of CNTR or of any existing agreement, indenture or other instrument to which
CNTR is a party or to which it may be bound or affected;

     (e)     As of the Closing Date, the authorized capital stock of the CNTR
consists of 90,000,000 shares of Common Stock, $0.001 par value per share, and
5,000,000 shares of preferred stock, par value $0.001. All shares of common and
Preferred Stock issued and outstanding are duly authorized, validly issued,

<PAGE>
Page 10

fully paid and nonassessable. CNTR issued and outstanding shares are 60,000,000
Common Shares at a par value of $.001 per share. No Preferred shares have been
issued. As of the Closing Date, CNTR will have reserved for issuance such number
of shares of its Common Stock necessary for issuance upon consummation of the
transaction referred to herein.

     (f)     There are not, and will not be at any time prior to the Closing
Date, any outstanding subscription rights, options, contracts, calls, demands or
commitments of any type, kind or character relating to the capital stock of CNTR
except for issuance of shares pursuant to its Rule 506 Offering of which CNTR
has authorized a total of Eight Million (8,000,000) shares;

     (g)     All corporate action required of CNTR has been or will be taken
prior to the Closing Date and all tax reports and returns required to be filed
by CNTR have been or will be timely filed prior thereto. CNTR has complied, and
at all times until the Closing Date will comply with all applicable state,
Federal or local laws, including Federal and State securities laws, regulations
or ordinances and will notify AIRT/CMTI, immediately upon receiving any
violation claim. CNTR has not been notified, as of the date of this Agreement,
that it has failed to so comply with any such requirements;

     (h)     There is no litigation or governmental proceeding or investigation
pending or, to the knowledge of CNTR's officers or directors, threatened or in
prospect against CNTR, any of its officers, directors or principal shareholders
or relating to it capital stock. CNTR will notify AIRT/CMTI promptly upon
receipt of any such notification of any such initiated or threatened proceedings
or litigation which may arise or be instituted at any time prior to the Closing
Date;

     (i)     Copies of CNTR's Articles of Incorporation, all amendments thereof,
By-Laws and all minutes of CNTR are contained in the minute books which will be
furnished to AIRT/CMTI and its counsel as soon as practicable, but prior to
Closing; all additional minutes and other corporate documents of CNTR adopted or
executed subsequent to this Agreement, but prior to the Closing Date, will be
exhibited promptly to Limited and its counsel;

     (j)     CNTR has clear and unencumbered title to all of its properties.
Prior to the Closing Date and except in the ordinary course of its business,
CNTR will not dispose of or encumber any of its property without the prior
written consent of Limited;

     (k)     CNTR is not in material default under any material contract or
obligation; and all third parties with whom CNTR has contractual arrangements
are in material compliance therewith and are not in material default thereunder;

     (l)     CNTR has not and, without the written consent of AIRT/CMTI, will
not prior to the Closing Date, adopt any new life insurance, hospitalization
insurance, profit sharing, pension or retirement benefit plans or arrangements
or deferred compensation agreements whether or not legally binding, nor is CNTR

<PAGE>
Page 11

presently paying any pension or retirement allowance;

     (m)     CNTR has not adopted and, without written consent of AIRT/CMTI,
will not prior to the Closing Date, adopt any employment or collective
bargaining agreements;

     (n)     CNTR does not carry any policies of fire, liability and other
insurance as of the date of this Agreement;

     (o)     AIRT/CMTI may inspect the unaudited balance sheets and income
statements of CNTR for the two fiscal years ended January 31, 1999 and January
31, 2000 and the interim period through October 31, 2000 (the "Cantronics
Unaudited Financial Statements") and unaudited financial statements for the
eight months ended October 31, 2000 present the financial condition and the
results of operations of CNTR as of the dates thereof and were prepared in
accordance with generally accepted accounting principles consistently applied.
The CNTR Unaudited Financial Statements are hereinafter collectively referred to
as the "Cantronics Financial Statements: There are no material liabilities,
either fixed or contingent, not reflected in the Cantronics Financial Statements
and the Cantronics Financial Statements are true and correct in all material
aspects and do not omit to state any material fact required or necessary to make
such statements, in light of the circumstances in which they are made, and are
not misleading;

     (p)     All of the shares of Common Stock as and when delivered as required
pursuant to this Agreement will be duly and validly issued, fully paid and
non-assessable with no personal liability attaching to the ownership thereof and
will convey to AIRT/CMTI good and valid title to such securities, free and clear
of any liens, encumbrances or claims of any nature, contingent or otherwise, and
will entitle AIRT/CMTI to all the rights of holders of such securities, subject
in each case to the restrictions on transferability imposed by the Securities
Act and the rules and regulations of the Securities and Exchange Commission (the
"SEC") promulgated thereunder in addition to voluntary restrictions agreed to
herein;

     (q)     The information given and every representation, warranty and
statement made or furnished by CNTR hereunder is true and correct and does not
contain a misstatement of a material fact or omit to state a material fact
required in order to make such statements and representations, in light of the
circumstances under which they are made, not misleading;

     (r)     Prior to the Closing Date, CNTR will not cause or permit or agree
to the original issuance of any class of equity or debt securities other than
those securities already committed to be issued pursuant to CNTR's Regulation D,
Rule 506 Offering;

     (s)     To the best knowledge, information and belief of CNTR management,
there are not material liabilities, either fixed or contingent, not reflected in
the Cantronics Financial Statements except that there may be contracts or
obligations incurred in the usual course of business not reflected therein
which, if disclosed, would not materially adversely affect the financial

<PAGE>
Page 12

condition of CNTR as reflected in such statements;

     (t)     Prior to the Closing Date, CNTR's Board of Directors will not vote
for or authorized the reorganization, recapitalization, merger, consolidation,
stock split or other similar corporate action on behalf of CNTR except as may be
required to effectuate the terms and conditions of this Agreement;

     (u)     Prior to the Closing Date, CNTR's Board of Directors will not vote
for or authorize the creation of any other class of equity or debt security of
CNTR;

     (v)     Prior to the Closing Date, CNTR will not, without the prior written
consent of AIRT/CMTI, do or agree to do any of the following:

     (i)     Create or incur any indebtedness, whether funded or not, except
unsecured current liabilities incurred in the ordinary course of business; or
assume, guarantee, endorse or otherwise become responsible for the obligation of
any other person, entity, firm or corporation;

     (ii)     create or incur any mortgage, lien, charge or encumbrance of any
kind, nature or description with respect to any of CNTR properties or assets
except in the ordinary course of business or as required by the terms and
conditions of its capital stock;

     (iii)     make or become a party to any contract or commitment, or renew,
extend, amend, terminate or modify and contract or commitment, except in the
ordinary course of business;

     (iv)     make any material investment, acquisition, or any capital
expenditure or capital addition or betterment except as may be involved in
ordinary repairs, maintenance and replacements and minor plant and equipment
additions;

     (v)     sell or otherwise dispose of any of its assets except sale sin the
ordinary course of business;

     (vi)     declare or pay any dividend on, or make any other distribution
upon or in respect of, or purchase, retire or redeem any shares of its capital
stock;

     (vii)     issue or sell any additional shares of capital stock, whether or
not such shares have been previously authorized for issuance, or acquire any
stock of any corporation or any interest in any business enterprise;

     (viii)     grant any option or make any commitment relating to the
authorized or issued capital stock of Industries;

     (ix)     pay or agree to pay, conditionally or otherwise, any pension or
severance pay to any director, officer, agent or employees, or make any advances
to or increase the compensation of, any officers or employees;

<PAGE>
Page 13

     (x)     use any assets or properties except for proper corporate purposes;

     (xi)     make any change in the Articles of Incorporation or B-Laws or
effectuate any merger, reorganization, consolidation, or other change affecting
the CNTR corporate structure, capitalization, or existence; and

     (xii) change any of CNTR's banking or safe deposit arrangements or open any
new bank accounts or safe deposit boxes, other than in the normal course of
business;

     (w)     CNTR has no liabilities or obligations or any nature (absolute,
accrued, contingent or otherwise) which are required to be reflected or reserved
against in its balance sheet in accordance with generally accepted accounting
principles consistently applied, except for liabilities and obligations fully
reflected or reserved against in the Cantronics Financial Statements or incurred
in the ordinary course of business and consistent with past practice since the
date of the Cantronics Financial Statements;

     (x)     CNTR has furnished an opinion of counsel and other documentation
reasonably acceptable to AIRT/CMTI and AIRT/CMTI's counsel, evidencing the fact
that CNTR is a Nevada corporation in good standing with the requisite power and
authority to execute, deliver and perform this Agreement;

     (aa)     Since January 1, 2001, CNTR has not engaged in any material
transaction except with AIRT/CMTI;

     (bb)     As of the Closing date no options will be issued and outstanding
to purchase shares of capital stock of CNTR; and

     (cc)     Each of the representations in this Section 7 shall be true and
correct at the Closing Date.

     8.     Covenants of AIRT/CMTI.  By virtue of its and their respective
            -----------------------
execution of this Agreement, CNTR and AIRT/CMTI hereby jointly and severally
covenant and agree with each other as follows:

     (a)     On the Closing Date, AIRT/CMTI and any other stockholder of
AIRT/CMTI who will receive shares of CNTR Common Stock will deliver an executed
investment letter to CNTR (the "CNTR Investment Letter");

     (b)     AIRT/CMTI agrees and covenants to execute the certificate
identified in Section 10(a)(ii) below;

     (c)     On the Closing Date, AIRT/CMTI will furnish CNTR with an opinion of
securities counsel in form and substance reasonably acceptable to CNTR and

<PAGE>
Page 14

CNTR's securities counsel;

     (d)     At all times prior to the Closing Date, CNTR through its duly
authorized representatives, may inspect, copy and reproduce any tax returns,
accounting and other records of AIRT/CMTI relating to its property, assets or
business. AIRT/CMTI will afford to the officers and authorized representatives
of CNTR access to the properties, books and records of AIRT/CMTI and will
furnish such information as CNTR and its counsel may from time to time
reasonably request;

     (e)     All Federal and state tax returns required to be filed for all
fiscal years ended on or before December 31, 2000, if any, have been filed and
the tax disclosed therein, if any, has been or will be paid prior to the Closing
Date. No extensions of the applicable statute of limitations have been, or will
be, prior to the Closing Date, applied for or consented to by AIRT/CMTI without
notification to CNTR;

     (f)     If requested by CNTR, AIRT/CMTI will deliver to CNTR an accurate
and complete list and brief description of all policies of fire, liability,
errors and omissions and other insurance carried by AIRT/CMTI as of the date of
this Agreement. AIRT/CMTI will take all steps necessary to keep such policies in
full force and effect through the Closing Date and will inform CNTR of any
changes in coverage or additional policies prior to the entering into such
policies;

     (g)     Copies of AIRT/CMTI's Certificate of Incorporation, all amendments
thereto, By-Laws, and all minutes of AIRT/CMTI are contained in the minute books
which will be furnished to CNTR and its counsel prior to the Closing Date; and
all additional minutes and the corporate documents of AIRT/CMTI adopted or
executed subsequent to this Agreement, but prior to the Closing Date (none of
which will diminish or dilute the rights of CNTR hereunder), will be furnished
to CNTR and its counsel prior to the Closing Date;

     (h)     As soon as practicable following the execution of this Agreement,
but no later than ten (10) days prior to the Closing Date, provide CNTR with the
AIRT/CMTI Unaudited Financial Statements;

     (i)     All of the representations, warranties and covenants of AIRT/CMTI
made in this Agreement shall survive the Closing Date for a period of twelve
months;

     (j)     At all times prior to the Closing Date, CNTR may inspect, copy and
reproduce any tax returns, accounting and other records of AIRT/CMTI relating to
its property and capitalization. AIRT/CMTI will afford to the officers and
authorized representatives of CNTR access to the properties, books and records
of AIRT/CMTI and furnish such information as CNTR and its counsel may from time
to time reasonably request;

     (k)     AIRT/CMTI shall allow CNTR to inspect the unaudited balance sheets
and income statements of AIRT/CMTI for the two fiscal years ended June 30, 1999
and June 30, 2000 and any interim periods through December 31, 2000 (the

<PAGE>
Page 15

"Cantronics Unaudited Financial Statements") present the financial condition and
the results of operations of AIRT/CMTI as of the dates thereof and were prepared
in accordance with generally accepted accounting principles consistently
applied. The AIRT/CMTI Unaudited Financial Statements are hereinafter
collectively referred to as the 11AIRT/CMTI Financial Statements":

There are no material liabilities, either fixed or contingent, not reflected in
the AIRT/CMTI Financial Statements and the AIRT/CMTI Financial Statements are
true and correct in all material aspects and do not omit to state any material
fact required or necessary to make such statements, in light of the
circumstances in which they are made, and are not misleading;

     (l)     As soon as practicable following the execution of this Agreement,
but no later than ten (10) days prior to the Closing Date, AIRT/CMTI will
furnish to CNTR copies of proposed forms of employment agreement with such
executive officers of AIRT/CMTI as CNTR shall have designated to AIRT/CMTI in
writing as soon as practicable following the execution of this Agreement (the
"AIRT/CMTI Employment Agreements"). The terms of such AIRT/CMTI Employment
Agreements shall be satisfactory to CNTR. Any and all such AIRT/CMTI Employment
Agreements shall be duly executed on the Closing Date; and

     (m)     No later than twenty (20) business days after the Closing Date,
AIRT/CMTI shall take such corporate action as shall be necessary to comply with
the requirements of any laws of the State of Washington and the Province of
British Columbia and to cause its shareholders to authorize the transaction
referenced in this Agreement.

9.     Covenants of CNTR.  By virtue of its execution of this Agreement, CNTR
       ------------------
hereby covenants and agrees with AIRT/CMTI as follows:

     (a)     CNTR agrees and covenants to execute the certificate identified in
Section 10(b)(ii) below;

     (b)     On the Closing Date, CNTR will furnish AIRT/CMTI with an opinion of
securities counsel in form and substance reasonably acceptable to AIRT/CMTI and
AIRT/CMTI's securities counsel;

     (c)     At all times prior to the Closing Date, AIRT/CMTI through its or
their duly authorized representatives, may inspect, copy and reproduce any tax
returns, accounting and other records of CNTR relating to its property, assets
or business. CNTR will afford to the officers and authorized representatives of
AIRT/CMTI access to the properties, books and records of CNTR and will furnish
such information as AIRT/CMTI and its counsel may from time to time reasonably
request;

     (d)     If requested by AIRT/CMTI, CNTR will deliver to AIRT/CMTI an
accurate and complete list and brief description of all policies of fire,
liability, errors and omissions and other insurance carried by Industries as of
the date of this Agreement. CNTR will take all steps necessary to keep such
policies in full force and effect through the Closing Date and will inform

<PAGE>
Page 16

AIRT/CMTI of any changes in coverage or additional policies prior to the
entering into such policies;

     (e)     Copies of CNTR's Certificate of Incorporation, all amendments
thereto, By-Laws, and all minutes of CNTR are contained in the minute books
which will be furnished to AIRT/CMTI and its counsel prior to the Closing Date;
and all additional minutes and other corporate documents of CNTR adopted or
executed subsequent to this Agreement, prior to the Closing Date (none of which
will diminish or dilute the rights of AIRT/CMTI hereunder), will be furnished to
AIRT/CMTI and its or their counsel prior to the Closing Date;

     (f)     As soon as practicable following the execution of this Agreement,
but no later than ten (10) days prior to the Closing Date, CNTR will provide
AIRT/CMTI with the Cantronics Financial Statements;

     (g)     All of the representations, warranties and covenants of CNTR made
in this Agreement shall survive the Closing Date for a period of twelve months;

     (h)     As soon as practicable following the execution of this Agreement,
but not later than ten (10) days prior to the Closing Date, CNTR will furnish to
AIRT/CMTI copies of proposed forms of employment agreements with such executive
officers of AIRT/CMTI as both AIRT/CMTI and CNTR shall have designated to remain
employed with CNTR after the merger (the "Cantronics Employment Agreements").
The terms of such Cantronics Employment Agreements shall be according to the
terms outlined in the Letter of Intent dated January 25, 2001. Any and all such
Cantronics Employment Agreements shall be duly executed within thirty days of
the Closing Date;

     (i)     No later than twenty (20) business days after the Closing Date,
CNTR shall take such corporate action as shall be necessary to comply with the
requirements of chapter 78 of the Nevada Revised Statues and to cause its
shareholders to authorize the transaction referenced in this Agreement.

10.     Conditions Precedent to Closing
        -------------------------------

     (a)     All of the obligations of CNTR under and pursuant to this Agreement
are and shall be subject to the representations and warranties of AIRT/CMTI
being true and correct in all material respects on the Closing Date except for
such representation and warranties that are expressly given as of a specific
date or as of the date hereof and the delivery to CNTR, prior to or on the
Closing Date of each of the following:

     (i)     a certificate or certificates representing all of the AIRT/CMTI
Common Shares in proper transferable form, endorsed in blank, with signatures
guaranteed and with all necessary documentary transfer stamps affixed;

     (ii)     a certificate signed by the President and Secretary of AIRT/CMTI,
dated the Closing Date, to effect that all of the representations and warranties
of AIRT/CMTI set for in Section 6 hereof, and elsewhere in this Agreement are

<PAGE>
Page 17

true and correct in all material respects except for such representations and
warranties that are expressly given as of a specific date or as of the date
hereof;

     (iii)     a certified copy of the resolution of AIRT/CMTI's Board of
Directors authorizing the execution, delivery and performance of this Agreement;

     (iv)     the AIRT/CMTI Unaudited Financial Statements containing an
unqualified opinion of a firm of independent certified public accountants which
shall contain no material change in the financial condition of AIRT/CMTI since
the date of the last AIRT/CMTI Unaudited Financial Statement other than
expenditures authorized by this Agreement, and review by such firm;

     (v)     a Certificate of Good Standing of AIRT/CMTI from the appropriate
authority in the State of Washington and the Province of British Columbia dated
within ten (10) days of the Closing Date;

     (vi)     a certificate from the appropriate authority in the State of
Washington and the Province of British Columbia dated within ten (10) days of
the Closing Date evidencing payment by AIRT/CMTI of all outstanding taxes due to
the State of Washington and the Province of British Columbia;

     (vii)     an executed copy of the AIRT/CMTI Investment Letters from each
holder of the AIRT/CMTI Common Shares;

     (viii)     an opinion of corporate and securities counsel to AIRT/CMTI, in
form and substance reasonably satisfactory to CNTR and its counsel;

     (ix)     written documentary evidence, reasonably satisfactory to CNTR's
securities counsel, that AIRT/CMTI is a 100% owner of the AIRT/CMTI Common
Stock;

     (x)     a certificate of the President and Corporate Secretary of
AIRT/CMTI certifying that, effective as of the Closing, all other covenants of
AIRT/CMTI to be satisfied on or before the Closing have been satisfied;
     (xi)     duly executed copies of the AIRT/CMTI Employment Agreements.

     (b)     All of the obligations of AIRT/CMTI under and pursuant to this
Agreement are and shall be subject to the representations and warranties of CNTR
being true and correct at the Closing Date except for such representations and
warranties that are expressly given as of a specific date or as of the date
hereof and the fulfillment prior to or on the Closing Date of each of the
following:

     (i)     certificates for the Common Stock in such names and in such

<PAGE>
Page 18

denominations as AIRT/CMTI shall have indicated to CNTR in writing;

     (ii)     a certificate signed by the President and Secretary of CNTR, dated
the Closing Date, to effect that all of the representation and warranties of
CNTR set forth in Section 7 hereof, and elsewhere in this Agreement are true and
correct in all material respects except for such representations and warranties
that are expressly given as of a specific date or as of the date hereof;

     (iii)     a copy of the resolution of CNTR's Board of Directors authorizing
the execution, delivery and performance of this Agreement;

     (iv)     the CNTR Unaudited Financial Statements containing an unqualified
opinion of a firm of independent certified public accountants together with the
CNTR Unaudited Financial Statement (which shall contain no material change in
the financial condition of CNTR since the date of the last CNTR Audited
Financial Statement other than expenditures authorized by this Agreement, and
review by such firm;

     (v)     a Certificate of Good Standing of CNTR from the appropriate
authority in the State of Nevada dated December 11, 2000;

     (vi)     an executed copy of the CNTR Investment Letters from each holder
of the AIRT/CMTI Common Shares;

     (vii)     an opinion of corporate and securities counsel to CNTR, in form
and substance reasonably satisfactory to AIRT/CMTI and its securities counsel;

     (viii)     a certificate of the President and Corporate Secretary of CNTR
certifying that, effective as of the Closing, all other covenants of CNTR to be
satisfied on or before the Closing have been satisfied.

11.     Indemnification.
        ----------------

     (a)     AIRT/CMTI hereby agree to hold CNTR harmless from any and all loss,
cost, expense, liability or damage, including reasonable attorney's fees,
resulting from any inaccurate representation made by AIRT/CMTI, breach of any
warranty herein made and breach or default in AIRT/CMTI1s performance of any of
the covenants which AIRT/CMTI is to perform hereunder; provided, however, no
claim may be made under this Agreement for breach of warranty or covenant, or
seek any indemnification with regard thereto until such time as there has been
an aggregate of Ten Thousand Dollar ($10,000) damages incurred by CNTR. All
claims made hereunder must be made within eighteen (18) months of the Closing
hereunder or they shall be deemed waived.

     (b)     CNTR hereby agrees to hold AIRT/CMTI harmless from any and all

<PAGE>
Page 19

loss, cost, expense, liability or damage, including reasonable attorney's fees,
resulting from any inaccurate representation made by CNTR, breach of any
warranty herein made and breach or default in CNTR's performance of any of the
covenants which it is to perform hereunder; provided, however, no claim may be
made under this Agreement for breach of warranty or covenant, or seek any
indemnification with regard thereto until such time as there has been an
aggregate of Ten Thousand Dollars ($10,000) damages incurred by AIRT/CMTI. All
claims made hereunder must be made within eighteen (18) months of the Closing
hereunder or they shall be deemed waived.

12.     AIRT/CMTI's Investment Intent.  AIRT/CMTI has been advised, and by the
        ------------------------------
execution of this Agreement, hereby agrees, accepts and acknowledges:

     (a)     That none of the shares of CNTR Common Stock to be delivered
hereunder shall have been registered under the Securities Act or under state
securities law, and that both CNTR and its present management are relying upon
an exemption from registration based upon the investment and other
representation of AIRT/CMTI. In this regard, AIRT/CMTI hereby represents,
covenants and warrants that:

     (i)     It is acquiring the shares of CNTR Common Stock issuable hereunder
for investment purposes and without any view to the transfer or resale thereof
and that such shares shall not be sold, transferred, assigned, pledged or
hypothecated in any violation of the Securities Act, or the applicable
securities laws of any state;

     (ii)     It has no present reason to anticipate any change in their
circumstances or any other particular occasion or event which would cause it to
sell the Shares of Common Stock, subject, however, to the disposition of such
property at all time being within its exclusive control;

     (iii)     The certificates representing all of the shares of Common Stock
to be delivered pursuant to this Agreement, shall bear a restrictive legend in
substantially the following form:

"The Shares represented by this certificate have not been registered under the
Securities Act of 1933 as amended. They may not be sold, assigned or transferred
in the absence of an effective registration statement for the Shares under the
said Securities Act, receipt of a 'no action' letter from the Securities and
Exchange Commission or an opinion of counsel satisfactory to the Corporation
that registration is not required under said Securities Act."

13.     CNTR's Investment Intent. CNTR has been advised, and by the execution of
        ------------------------
this Agreement, hereby agrees, accepts and acknowledges:

     (a)     That none of the AIRT/CMTI Common Shares to be delivered hereunder
shall have been registered under the Securities Act or under state securities
law, and that both AIRT/CMTI and its present management are relying upon an
exemption from registration based upon the investment and other representations
of CNTR. In this regard, CNTR hereby represents, covenants and warrants that:


<PAGE>
Page 20

     (i)     It is acquiring the AIRT/CMTI Common Shares transferred and
delivered hereunder for investment purposes and without any view to the transfer
or resale thereof and that such shares shall not be sold, transferred, assigned,
pledged or hypothecated in any violation of the Securities Act, or the
applicable securities laws of any state;

     (ii)     It has no present reason to anticipate any change in their
circumstances or any other particular occasion or event which would cause it to
sell the AIRT/CMTI Common Shares, subject, however, to the disposition of such
property at all time being within its exclusive control;

     (iii) The certificates representing all of the AIRT/CMTI Common Shares to
be delivered pursuant to this Agreement, shall bear a restrictive legend in
substantially the following form:

"The shares represented by this certificate have not been registered under the
Securities Act of 1933 as amended. They may not be sold, assigned or transferred
in the absence of an effective registration statement for the Shares under the
said Securities Act, receipt of a 'no action' letter from the Securities and
Exchange Commission or an opinion of counsel satisfactory to the Corporation
that registration is not required under said Securities Act."

14.     Conduct of CNTR's and AIRT/CMTI's Business Prior to the Closing Date.
        ---------------------------------------------------------------------
From the date hereof and prior to the Closing Date, unless the other party
hereto shall otherwise agree in writing:

     (a)     The business of CNTR and AIRT/CMTI shall be conducted only in the
ordinary and usual course and there shall be no material adverse changes in the
nature and extent of its respective properties, the conduct of its respective
operations;

     (b)     Neither CNTR nor AIRT/CMTI shall encumber by lien, encumbrance,
security interest or otherwise any of its respective assets or properties or
authorize the reorganization, recapitalization, merger, consolidation or other
similar action on behalf of CNTR or AIRT/CMTI except any that may be permitted
by or required to effectuate the terms and conditions of this Agreement are as
otherwise mutually agreed upon in writing;

     (c)     Except as permitted by this Agreement, neither CNTR nor AIRT/CMTI
shall dispose of any material amount of assets other than in the ordinary course
of business; incur a material amount of additional indebtedness or other
material liabilities, other than liabilities for borrowed money or enter into
any contract, agreement, commitment or arrangement with respect to any of the
foregoing;

     (d)     Neither CNTR nor AIRT/CMTI shall enter into any employment or
similar contract with any shareholder employee or make any changes in its
respective management or executive assignments or compensation, except for
changes in its management or executive assignments or compensation which occur
in the ordinary course of business or as otherwise permitted by this Agreement;
and

<PAGE>
Page 21

     (e)     CNTR and AIRT/CMTI shall use their respective best efforts to
preserve intact its business organization, to keep available the services of its
present key employees, and to preserve the good will of those having business
relationships with them.

15.     Access and Information.  Each party hereto shall afford to other party's
        -----------------------
accountants, counsel and other duly authorized representatives access, during
normal business hours and on reasonable advance notice, during the period after
execution of this Agreement and prior to the Closing Date, the right to make
copies of all properties, books, contracts, commitments and records. In
addition, each party shall furnish promptly to the other party: (i) a copy of
each report, schedule and other document file received by it pursuant to the
requirements of Federal or state securities laws; (ii) a copy of any summons,
complaint, petition, notice of hearing or notice of the commencement of any
governmental or administrative investigation; and (iii) all other information
concerning its business, properties and personnel as may reasonably be
requested; provided, however, that no investigation pursuant to this Section 15
shall affect any representations or warranties or the conditions to the
obligations of the parties to consummate a transaction referenced herein. In the
event of a termination of this Agreement whether in accordance with the
provisions of Section 17 or otherwise, each party shall return to the party
furnishing information all documents, work papers and other material obtained by
or on its behalf as a result of this Agreement or in connection herewith whether
obtained before or after the execution hereof, and the party receiving such
information from the party furnishing same shall hold such information in
confidence until such time as such information is otherwise publicly available.
Notwithstanding the foregoing and until the Closing Date, AIRT/CMTI shall be
under no obligation to disclose to CNTR and CNTR shall be under no obligation to
disclose to AIRT/CMTI any proprietary or secret or confidential information
concerning its respective operations.

16.     Expenses.  Regardless of whether or not the transaction contemplated
        ---------
herein is consummated, each party shall promptly pay, shall be responsible for,
and account for on its respective financial statements all costs and expenses
incurred by it in connection with this Agreement and the transactions
contemplated hereby.

17.     Termination. This Agreement may be terminated at any time prior to the
        ------------
Closing Date: (i) by mutual consent of the Boards of Directors of both CNTR and
AIRT/CMTI; (ii) by failure to close as provided in Section 3; or (iii) as a
result of the occurrence, prior to the Closing Date, of any of the following
events with respect to or by either AIRT/CMTI or CNTR: (aa) The making of a
general assignment for the benefit of creditors; (bb) The filing of any petition
or the commencement of any proceeding by or against either corporation for any
relief under any bankruptcy, or insolvency laws or any laws related to the
relief of debtors, readjustment of indebtedness, reorganizations, compositions
or extensions; (cc) The appointment of a receiver of or the issuance of making
of a writ or order of attachment or garnishment against, a majority of the
property or assets of either corporation; (dd) The filing of a tax lien or
warrant or judgment against either corporation in favor of the United States of
America, or the State of Nevada and the State of Washington in an amount in

<PAGE>
Page 22

excess of Twenty Five Thousand ($25,000) Dollars where said lien or judgment is
not satisfied and discharged within thirty (30) days from the date of such
filing; or (ee) A judgment is rendered against either corporation on an
uninsured claim of $50,000 or more and either corporation fails to commence an
appeal of such judgment within the applicable appeal period.

18.     Effect on Termination.  In the event of termination of this Agreement as
        ----------------------
provided in Section 17, this Agreement shall forthwith become null and void and
there shall be no further liability on the part of CNTR or AIRT/CMTI or its
respective officers or directors. Termination of this Agreement by either CNTR
or AIRT/CMTI as a result of the breach of the terms and conditions hereof by the
other shall not relieve any party of any liability for a breach of, or for any
misrepresentation under this Agreement, or be deemed to constitute a waiver of
any available remedy (including specific performance if available) for any such
breach or misrepresentation.

19.     Meaning of "Material".  As used herein, the term "material" shall be
        ----------------------
construed in its generally accepted United States Federal securities law
context.

20.     Amendment. This Agreement may not be amended except by an instrument in
        ----------
writing signed on behalf of each of the parties hereto.

21.     Waiver. At any time prior to the Closing Date, the parties hereto, by
        -------
action taken by its respective Boards of Directors and accepted in writing by
the other parties, may: (i) extend the time for the performance of any party;
(ii) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto; and (iii) waive compliance
with any of the agreements or conditions contained herein. Any agreement on the
part of a party hereto to any such extension or waiver shall be valid if set
forth in an instrument in writing signed on behalf of such party and accepted in
writing by the other parties. The failure of any party to insist upon strict
performance of any of the provisions of this Agreement shall not be construed as
a waiver of any subsequent default of the same or similar nature or of any of
provision, term, condition, warranty, representation or guaranty contained
herein.

22.     Broker and Investment Banking Fees. CNTR, and AIRT/CMTI represent and
        -----------------------------------
warrant that they have not engaged the services of any broker, finder, or other
person of similar kind who might be due compensation as a result of the
transactions contemplated herein. CNTR, and AIRT/CMTI agree to hold and
indemnify each other harmless from and against claims by any third party due
compensation as a broker, finder, or other person of similar kind who might be
due compensation as a result of the transactions contemplated herein.

23.     Binding Effect.  All of the terms and provisions of the Agreement shall
        ---------------
be binding upon and inure to the benefit of and be enforceable by and against
the parties hereto and their respective successors. This Agreement shall not be
assignable under any circumstances.

<PAGE>
Page 23

24.     Entire Agreement.  Each of the parties hereto, covenants that this
        -----------------
Agreement is intended to and does contain and embody herein all of the
understandings and agreements, both written and oral, of the parties hereby with
respect to the subject matter of this Agreement and that there exists no oral
agreement or understanding express or implied, whereby the absolute, final and
unconditional character and nature of this Agreement shall be in any way
invalidated, impaired or affected.

25.     Governing Law. This Agreement shall be governed by and interpreted under
        -------------
and construed in all respects in accordance with the laws of the State of
Nevada, irrespective of the place of domicile or residence of any party.

26.     Arbitration.  The parties agree that in the event of a controversy
        ------------
arising out of the interpretation, construction, performance or breach of the
Agreement, any and all claims arising out of or relating to this Agreement shall
be settled by arbitration according to the Commercial Arbitration Rules of the
American Arbitration Association located in New York City before a single
arbitrator, except as provided below. The decision of the arbitrator(s) will be
enforceable in any court of competent jurisdiction. The parties hereby agree and
consent that service of process in any such arbitration proceeding outside the
City of New York shall be tantamount to service in person with New York, New
York and shall confer personal jurisdiction on the American Arbitration
Association. In any dispute where a party seeks Fifty Thousand Dollars
($50,000.00) or more in damages, three (3) arbitrators will be employed. In
resolving all disputes between the parties, the arbitrators will apply the law
of the State of New York, except as may be modified by this Agreement. The
arbitrators are, by this Agreement, directed to conduct the arbitration hearing
no later than three (3) months from the service of the statement of claim and
demand for arbitration unless good cause is shown establishing that the hearing
cannot fairly and practically be so convened. The arbitrators will resolve any
discovery disputes by such prehearing conferences as may be needed. All parties
agree that the arbitrators and any counsel of record to the proceeding will have
the power of subpoena process as provided by law. Notwithstanding the foregoing,
if a dispute arises out of or related to this Agreement, or the breach thereof,
before resorting to arbitration the parties agree first to try in good faith to
settle the dispute by mediation under the Commercial Mediation Rules of the
American Arbitration Association.

27.     Originals.  This Agreement may be executed in counterparts each of which
        ----------
so executed shall be deemed an original and constitute one and the same
agreement.

28.     Addresses of the Parties.  Each party shall at all times keep the other
        -------------------------
party informed of its principal place of business if different from that stated
herein, and promptly notify the other of any change, giving the address of the
new principal place of business.

29.     Notices.  Any notice required or contemplated by this Agreement shall be
        --------
deemed sufficiently given when delivered in person, transmitted by facsimile (if
followed by a copy by mail within three (3) business days) or sent by registered

<PAGE>
Page 24

or certified mail or priority overnight package delivery service to the
principal office of the party entitled to notice or at such other address as the
same may designate in a notice for that purpose. All notices shall be deem to
have been made upon receipt, in the case of mail, personal delivery or
facsimile, or on the next business day, in the case of priority overnight
package delivery service. Such notices shall be addressed and sent or delivered
to the following:

     If to Cantronics Corporation
     116-3823 Henning Drive
     Burnaby, British Columbia
     VSC 6P3

     Attn: James Zahn

     With a copy to:
     Joseph L. Pittera, Esq.
     2214 Torrance Blvd.
     Suite 101
     Torrance, CA 90501

     If to Academy of Infrared Thermography, Inc.:

     2955 Westsyde Road
     Kamloops, BC V2B 7E7

     Attn: Ron Newport

     If to Condition Monitoring Training Institute, Inc.:

     2955 Westsyde Road
     Kamloops, BC V2B 7E7

     Attn: Ron Newport

or to such other address of which a party may notify the other parties as
provided above.

30.     Release of Information.  In light of the nature and extent of the
        -----------------------
conditions precedent to AIRT/CMTI's and CNTR1s obligations hereunder, the
parties hereby agree that any and all releases of public information concerning
this transaction shall be made only with the mutual consent in writing of both
AIRT/CMTI and CNTR as to form, content and kind.

IN WITNESS WHEREOF, the undersigned hereby covenant that they are executing this
Agreement as of the day and year first above written for and on behalf of their
respective companies with full power and authority to act for and to bind such
companies' to the terms and conditions of this Agreement.

<PAGE>
Page 25

                              Cantronics Corporation

                              By:    /s James Zahn
                                 -----------------------------------
                              James Zahn, President

                              Academy of Infrared Thermography, Inc.

                              By:   /s/ Ron Newport
                                 -----------------------------------
                              Ron Newport, President

                              Condition Monitoring Training Institute, Inc.

                              By:   /s/ Ron Newport
                                 -----------------------------------
                              Ron Newport, President


<PAGE>


CIBC
                                                            Trade Finance Centre
================================================================================
                        Advice of Payment
================================================================================

June 20, 2001

To:     Cantronic Systems Inc.
        116 3823 Henning Drive
        Burnaby, BC
Attn:   Helen Fax: 294-6618

Re:     Documentary L/c No.    LC57116712001E
        Issued by              Bank of China, Chengdu, Sichuan, China
        In your favour
        Drawing for            USD17,000.00
        Our reference:         ELCV604096
        Your reference:        JHT00-056B-10-USD Sichuan Hai Tian Hi-Tech Group.

Dear Sir /Madam:

In payment of the above we are pleased to advise that we have remitted to
Transit 10, 400 Burrard Street Vancouver, B.C. for credit of your account
No.03-368119 as follows:

Drawing Amount:                17,000.00  USD

Less charges: (if any)
Negotiation Commission             65.62  USD
Courier Charges                    16.25  USD
Correspondent Charges              36.00  USD

---------------------------------------------
Total amount:                  16,882.13  USD

For any inquiries, please contact our office Phone: (604)-665-2912, Fax:
(604)-665-2925.

Please direct your correspondence to CIBC, Trade Finance Centre, 400 Burrard
Street, 6th Floor, Vancouver, British Columbia V6C 3A6 Attn: Export Letters of
Credit quoting our reference.

Canadian Imperial Bank of Commerce     - 1 -
                              Computer Generated Advice - No Signatures Required

<PAGE>
Exhibit 3.1

                               SECRETARY OF STATE

                             c/s of State of Nevada

                                CORPORATE CHARTER

I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that SOLO & HURST, INC. did on FEBRUARY 25, 1998, file in this
office the original Articles of Incorporation; that said Articles are now on
file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.

                                 IN WITNESS WHEREOF, I have hereunto set my hand
                                 and affixed the Great Seal of State, at my
                                 office, in Carson City, Nevada, on February 25,
                                 1998.


                                             /s/ Dean Heller
                                           Secretary of State

                                 By         /s/ signature

                                           Certificate Clerk




c/s

<PAGE>

                               SECRETARY OF STATE

                             c/s of State of Nevada

                            CERTIFICATE OF EXISTENCE
                          WITH STATUS IN GOOD STANDING

I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that I am, by the laws of said State, the custodian of the
records relating to filings by corporations, limited- liability companies,
limited partnerships, limited-liability partnerships and business trusts
pursuant to Title 7 of the Nevada Revised Statutes which are either presently in
a status of good standing or were in good standing for a time period subsequent
of 1976 and am the proper officer to execute this certificate.

I further certify that the records of the Nevada Secretary of State, at the date
of this certificate, evidence, SOLO & HURST, INC. as a corporation duly
organized under the laws of Nevada and existing under and by virtue of the laws
of the State of Nevada since February 25, 1998, and is in good standing in this
state.

                                 IN WITNESS WHEREOF, I have hereunto set my hand
                                 and affixed the Great Seal of State, at my
                                 office, in Carson City, Nevada, on December 11,
                                 2000.

                                        /s/ Dean Heller

                                       Secretary of State

                                 By    /s/ Jeanne Fields

                                       Certification Clerk



c/s

<PAGE>
Exhibit 3.2


                                    BY-LAWS
                                     -------

                               SOLO & HURST, INC,
                               ------------------

                                    ARTICLE I

                                     OFFICES
                                     -------

     Section 1.     PRINCIPAL OFFICE. The principal office for the transaction
                    ----------------
of business of the corporation shall be fixed or may be changed by approval of a
majority of the authorized Directors, and additional offices may be established
and maintained at such other place or places as the Board of Directors may from
time to time designate.

     Section 2.     OTHER OFFICES.  Branch or subordinate offices may at any
                    --------------
time be established by the Board of Directors at any place or places where the
corporation is qualified to do business.

                                   ARTICLE II

                             DIRECTORS - MANAGEMENT
                             ----------------------

     Section 1.     RESPONSIBILITY OF BOARD OF DIRECTORS.  Subject to the
                    -------------------------------------
provisions of applicable law and to any limitations in the Articles of
Incorporation of the corporation relating to action required to be approved by
the Shareholders, or by the outstanding shares, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board of Directors. The Board may delegate the
management of the day-to-day operation of the business of the corporation to an
executive committee or others, provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the Board.

     Section 2.     STANDARD OF CARE.  Each Director shall perform the duties of
                    -----------------
a Director, including the duties as a member of any committee of the Board upon
which the Director may serve, in good faith, in a manner such Director believes
to be in the best interests of the corporation, and with such care, including
reasonable inquiry, as an ordinary prudent person in a like position would use
under similar circumstances.

     Section 3. NUMBER AND QUALIFICATION OF DIRECTORS.  The authorized number of
                --------------------------------------
Directors shall be three (3) until changed by a duly adopted amendment to the
Articles of Incorporation or by an amendment to this by-law adopted by the vote
or written consent of holders of a majority of the outstanding shares entitled
to vote.

<PAGE>
Page 2

     Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS.  Directors shall be
                -----------------------------------------
elected at each annual meeting of the Share-holders to hold office until the
next annual meeting. Each Director, including a Director elected to fill a
vacancy, shall hold office until the expiration of the term for which elected
and until a successor has been elected and qualified.

     Section 5. VACANCIES.  Vacancies in the Board of Directors may be filled by
                ----------
a majority of the remaining Directors, though less than a quorum, or by a sole
remaining Director, except that a vacancy created by the removal of a Director
by the vote or written consent of the Shareholders or by court order may be
filled only by the vote of a majority of the shares entitled to vote represented
at a duly held meeting at which a quorum is present, or by the written consent
of holders of a majority of the outstanding shares entitled to vote. Each
Director so elected shall hold office until the next annual meeting of the
Shareholders and until a successor has been elected and qualified.

     A vacancy or vacancies in the Board of Directors shall be deemed to exist
in the event of the death, resignation, or removal of any Director, or if the
Board of Directors by resolution declares vacant the office of a Director who
has been declared of unsound mind by an order of court or convicted of a felony,
or if the authorized number of Directors is increased, or if the Shareholders
fail, at any meeting of Shareholders at which any Director or Directors are
elected, to elect the number of Directors to be voted for at that meeting.

     The Shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.

     Any Director may resign effective on giving written notice to the Chairman
of the Board, the President, the Secretary, or the Board of Directors, unless
the notice specifies a later time for that resignation to become effective. If
the resignation of a Director is effective at a future time, the Board of
Directors may elect a successor to take office when the resignation becomes
effective.

     No reduction of the authorized number of Directors shall have the effect of
removing any Director before that Directors' term of office expires.

     Section 6. REMOVAL OF DIRECTORS.  Subject to applicable law, the entire
                ---------------------
Board of Directors or any individual Director may be removed from office.  In
such case, the remaining Board members may elect a successor Director to fill
such vacancy for the remaining unexpired term of the Director so removed.

<PAGE>
Page 3

     Section 7. NOTICE, PLACE AND MANNER OF MEETINGS.  Meetings of the Board of
                -------------------------------------
Directors may be called by the Chairman of the Board, or the President, or any
Vice President, or the Secretary, or any two (2) Directors and shall be held at
the principal executive office of the corporation, unless some other place is
designated in the notice of the meeting. Members of the Board may participate in
a meeting through use of a conference telephone or similar communications
equipment so long as all members participating in such a meeting can hear one
another. Accurate minutes of any meeting of the Board or any committee thereof,
shall be maintained by the Secretary or other Officer designated for that
purpose.

     Section 8. ORGANIZATIONAL MEETINGS. The organizational meetings of the
                -----------------------
Board of Directors shall be held immediately following the adjournment of the
Annual Meetings' of the Share-holders.

     Section 9. OTHER REGULAR MEETINGS.  Regular meetings of the Board of
                -----------------------
Directors shall be held at the corporate offices, or such other place as may be
designated by the Board of Directors, as follows:

            Time of Regular Meeting:     9:00 A.M.
            Date of Regular Meeting:     Last Friday of every month

     If said day shall fall upon a holiday, such meetings shall be held on the
next succeeding business day thereafter. No notice need be given of such regular
meetings.

     Section 10. SPECIAL MEETINGS - NOTICES - WAIVERS.  Special meetings of the
                 -------------------------------------
Board may be called at any time by the President or, if he or she is absent or
unable or refuses to act, by any Vice President or the Secretary or by any two
(2) Directors, or by one (1) Director if only one is provided.

     At least forty-eight (48) hours notice of the time and place of special
meetings shall be delivered personally to the Directors or personally
communicated to them by a corporate officer by telephone or telegraph. If the
notice is sent to a Director by letter, it shall be addressed to him or her at
his or her address as it is shown upon the records of the corporation, or if it
is not so shown on such records or if not readily ascertainable, at the place in
which the meetings of the Directors are regularly held. In case such notice is
mailed, it shall be deposited in the United States mail, postage prepaid, in the
place in which the principal executive officer of the corporation is located at
least four (4) days prior to the time of the holding of the meeting. Such
mailing, telegraphing, telephoning or delivery as above provided shall be due,
legal and personal notice to such Director.

<PAGE>
Page 4

     When all of the Directors are present at any Directors' meeting, however,
called or noticed, and either (i) sign a written consent thereto on the records
of such meeting, or, (ii) if a majority of the Directors is present and if those
not present sign a waiver of notice of such meeting or a consent to holding the
meeting or an approval of the minute thereof, whether prior to or after the
holding of such meeting, which said waiver, consent or approval shall be filed
with the Secretary of the corporation, or, (iii) if a Director attends a meeting
without notice but without protesting, prior thereto or at its commencement, the
lack of notice, then the transactions thereof are as valid as if had at a
meeting regularly called and noticed.

     Section 11. DIRECTORS' ACTION BY UNANIMOUS WRITTEN CONSENT.  Any action
                 -----------------------------------------------
required or permitted to be taken by the Board of Directors may be taken without
a meeting and with the same force and effect as if taken by a unanimous vote of
Directors, if authorized by a writing signed individually or collectively by all
members of the Board. Such consent shall be filed with the regular minutes of
the Board.

     Section 12.     QUORUM.  A majority of the number of Directors as fixed by
                     -------
the Articles of Incorporation or By-Laws shall be necessary to constitute a
quorum for the transaction of business, and the action of a majority of the
Directors present at any meeting at which there is a quorum, when duly
assembled, is valid as a corporate act; provided that a minority of the
Directors, in the absence of a quorum, may adjourn from time to time, but may
not transact any business.  A meeting at which a quorum is initially present may
continue to transact business, notwithstanding the withdrawal of Directors, if
any action taken is approved by a majority of the required quorum for such
meeting.

     Section 13. NOTICE OF ADJOURNMENT.  Notice of the time and place of holding
                 ----------------------
an adjourned meeting need not be given to absent Directors if the time and place
be fixed at the meeting adjourned and held within twenty-four (24) hours, but if
adjourned more than twenty-four (24) hours, notice shall be given to all
Directors not present at the time of the adjournment.

     Section 14. COMPENSATION OF DIRECTORS. Directors, as such, shall not
                 --------------------------
receive any stated salary for their services, but by resolution of the Board a
fixed sum and expense of attendance, if any, may be allowed for attendance at
each regular and special meeting of the Board; provided that nothing herein
contained shall be construed to preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor.

     Section 15. COMMITTEES.  Committees of the Board may be appointed by
                 -----------
resolution passed by a majority of the whole Board. Committees shall be composed
of two (2) or more members of the Board and shall have such powers of the Board
as may be expressly delegated to it by resolution of the Board of Directors,
except those powers expressly made non-delegable by applicable law.

<PAGE>
Page 5

     Section 16. ADVISORY DIRECTORS.  The Board of Directors from time to time
                 -------------------
may elect one or more persons to be Advisory Directors who shall not by such
appointment be members of the Board of Directors. Advisory Directors shall be
available from time to time to perform special assignments specified by the
President, to attend meetings of the Board of Directors upon invitation and to
furnish consultation to the Board. The period during which the title shall be
held may be prescribed by the Board of Directors. If no period is prescribed,
the title shall be held at the pleasure of the Board.

     Section 17. RESIGNATIONS.  Any Director may resign effective upon giving
                 -------------
written notice to the Chairman of the Board, the President, the Secretary or the
Board of Directors of the Corporation, unless the notice specifies a later time
for the effectiveness of such resignation. If the resignation is effective at a
future time, a successor may be elected to take office when the resignation
becomes effective.

                                   ARTICLE III

                                    OFFICERS
                                    --------

     Section 1. OFFICERS.  The Officers of the corporation shall be a President,
                ---------
a Secretary, and a Chief Financial officer. The corporation may also have, at
the discretion of the Board of Directors, a Chairman of the Board, one or more
Vice Presidents, one or more Assistant Secretaries, or one or more Assistant
Treasurers, and such other Officers as may be appointed in accordance with the
provisions of Section 3 of this Article. Any number of offices may be held by
the same person.

     Section 2. ELECTION.  The Officers of the corporation, except such Officers
                ---------
as may be appointed in accordance with the provisions of Section 3 or Section 5
of this Article, shall be chosen annually by the Board of Directors, and each
shall hold office until he or she shall resign or shall be removed or otherwise
disqualified to serve or a successor shall be elected and qualified.

     Section 3. SUBORDINATE OFFICERS, ETC.  The Board of Directors may appoint
                --------------------------
such other Officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided by the By-Laws or as the Board of Directors may from time to
time determine.

     Section 4. REMOVAL AND RESIGNATION OF OFFICERS.  Subject to the rights, if
                ------------------------------------
any, of any Officer under any contract of employment, any Officer may be
removed, either with or without cause, by the Board of Directors, at any regular
or special meeting of the Board, or except in case of an officer chosen by the
Board of Directors by any Officer upon whom such power of removal may be
conferred by the Board of Directors.

<PAGE>
Page 6

     Any Officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the Officer is a
party.

     Section 5. VACANCIES.  A vacancy in any office because of death,
                ----------
resignation, removal, disqualification or any other cause shall be filed in the
manner prescribed in the By-Laws for regular appointment to that office.

     Section 6. CHAIRMAN OF THE BOARD.  The Chairman of the Board, if such an
                ----------------------
officer be elected, shall, if present, preside at meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned by the Board of Directors or prescribed by the By-Laws. If
there is no President, the Chairman of the Board shall in addition be the Chief
Executive officer of the corporation and shall have the powers and duties
prescribed in Section 7 of this Article.

     Section 7. PRESIDENT/CHIEF EXECUTIVE OFFICER.  Subject to such supervisory
                ----------------------------------
powers, if any, as may be given by the Board of Directors to the Chairman of the
Board, if there be such an Officer, the President shall be the Chief Executive
Officer of the corporation and shall, subject to the control of the Board of
Directors, have general supervision, direction and control of the business and
Officers of the corporation. He or she shall preside at all meetings of the
Shareholders and in the absence of the Chairman of the Board, or if there be
none, at all meetings of the Board of Directors. The President shall be ex
officio a member of all the standing committees, including the Executive
Committee, if any, and shall have the general powers and duties of management
usually vested in the office of President of a corporation, and shall have such
other powers and duties as may be prescribed by the Board of Directors or the
By-Laws.

     Section 8. VICE PRESIDENT.  In the absence or disability of the President,
                ---------------
the Vice Presidents, if any, in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to, all the restrictions upon, the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time -may be prescribed for them respectively by
the Board of Directors or the By-Laws.

<PAGE>
Page 7

     Section 9. SECRETARY.  The Secretary shall keep, or cause to be kept, a
                ----------
book of minutes at the principal office or such other place as the Board of
Directors may order, of all meetings of Directors and Shareholders, with the
time and place of holding, whether regular or special, and if special, how
authorized, the notice thereof given, the names of those present at Directors'
meetings, the number of shares present or represented at Shareholders' meetings
and the proceedings thereof.

     The Secretary shall keep, or cause to be kept, at the prin-cipal office or
at the office of the corporation's transfer agent, a share register, or
duplicate share register showing the names of the Shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of -cancellation of
every certificate surrendered for cancellation.

     The Secretary shall give, or cause to be given, notice of all the meetings
of the Shareholders and of the Board of Directors required by the By-Laws or by
law to be given. He or she shall keep the seal of the corporation in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board of Directors or by the By-Laws.

     Section 10. CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall
                 ------------------------
keep and maintain, or cause to be kept and maintained in accordance with
generally accepted accounting principles, adequate and correct accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
earnings (or surplus) and shares. The books of accounts shall at all reasonable
times be open to inspection by any Director.

     This Officer shall deposit all moneys and other valuables in the name and
to the credit of the corporation with such depositaries as may be designated by
the Board of Directors. He or she shall disburse the funds of the corporation as
may be ordered by the Board of Directors, shall render to the President and
Directors, whenever they request it, an account of all of his or her
transactions and of the financial condition of the corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board of Directors or the By-Laws.

                                   ARTICLE IV

                             SHAREHOLDERS' MEETINGS
                             ----------------------

     Section 1. PLACE OF MEETINGS.  All meetings of the Shareholders shall be
                ------------------
held at the principal executive office of the corporation unless some other
appropriate and convenient location be designated for that purpose from time to
time by the Board of Directors.

<PAGE>
Page 8

     Section 2. ANNUAL MEETINGS.  The annual meetings of the Shareholders shall
                ----------------
be held, each year, at the time and on the day following:

           Time of Meeting:     10:00 A.M.
           Date of Meeting:     April 20th

     If this day shall be a legal holiday, then the meeting shall be held on the
next succeeding business day, at the same hour. At the annual meeting, the
Shareholders shall elect a Board of Directors, consider reports of the affairs
of the corporation and transact such other business as may be properly brought
before the meeting.

     Section 3. SPECIAL MEETINGS.  Special meetings of the Shareholders may be
                -----------------
called at any time by the Board of Directors, the Chairman of the Board, the
President, a Vice President, the Secretary, or by one or more Shareholders
holding not less than one-tenth (1/10) of the voting power of the corporation.
Except as next provided, notice shall be given as for the annual meeting.

     Upon receipt of a written request addressed to the Chairman, President,
Vice President, or Secretary, mailed or delivered personally to such Officer by
any person (other than the Board) entitled to call a special meeting of
Shareholders, such officer shall cause notice to be given, to the Shareholders
entitled to vote, that a meeting will be held at a time requested by the person
or persons calling the meeting, not less than thirty-five (35) nor more than
sixty (60) days after the receipt of such request. If such notice is not given
within twenty (20) days after receipt of such request, the persons calling the
meeting may give notice thereof in the same manner provided by these By-Laws.

     Section 4. NOTICE OF MEETINGS - REPORTS.  Notice of meetings, annual or
                -----------------------------
special, shall be given in writing not less than ten (10) nor more than sixty
(60) days before the date of the meeting to shareholders" entitled to vote
thereat. Such notice shall be given by the Secretary or the Assistant Secretary,
or if there be no such Officer, or in the case of his or her neglect or refusal,
by any Director or Shareholder.

     Such notices or any reports shall be given personally or by mail and shall
be sent to the Shareholder's address appearing on the books of the corporation,
or supplied by him or her to the corporation for the purpose of the notice.

     Notice of any meeting of Shareholders shall specify the place, the day and
the hour of meeting, and (1) in case of a special meeting, the general nature of
the business to be transacted and no other business may be transacted, or (2) in
the case of an annual meeting, those matters which Board at date of mailing,
intends to present for action by the Shareholders. At any meetings where
Directors are to be elected notice shall include the names of the nominees, if
any, intended at date of notice to be presented by management for election.

<PAGE>
Page 9

     If a Shareholder supplies no address, notice shall be deemed to have been
given if mailed to the place where the principal executive office of the
corporation is situated, or published at least once in some newspaper of general
circulation in the County of said principal office.

     Notice shall be deemed given at the time it is delivered personally or
deposited in the mail or sent by other means of written communication. The
Officer giving such notice or report shall prepare and file an affidavit or
declaration thereof.

     When a meeting is adjourned for forty-five (45) days or more, notice of the
adjourned meeting shall be given as in case of an original meeting. Save, as
aforesaid, it shall not be necessary to give any notice of adjournment or of the
business to be transacted at an adjourned meeting other than by announcement at
the meeting at which said adjournment is taken.

     Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.  The
                ---------------------------------------------------
transactions of any meeting of Shareholders, however called and notice, shall be
valid as through had at a meeting duly held after regular call and notice, if a
quorum be present either in person or by proxy, and if, either before or after
the meeting, each of the Shareholders entitled to vote, not present in person or
by proxy, sign a written waiver of notice, or a consent to the holding of such
meeting or an approval shall be filed with the corporate records or made a part
of the minutes of the meeting. Attendance shall constitute a waiver of notice,
unless objection shall be made as provided in applicable law.

     Section 6. SHAREHOLDERS ACTING WITHOUT A MEETING -DIRECTORS.  Any action
                -------------------------------------------------
which may be taken at a meeting of the Shareholders, may be taken without a
meeting or notice of meeting if authorized by a writing signed by all of the
Shareholders entitled to vote at a meeting for such purpose, and filed with the
Secretary of the corporation, provided, further, that while ordinarily Directors
can be elected by unanimous written consent, if the Directors fail to fill a
vacancy, then a Director to fill that vacancy may be elected by the written
consent of persons holding a majority of shares entitled to vote for the
election of Directors.

     Section 7. OTHER ACTIONS WITHOUT A MEETING.  Unless otherwise provided for
                -------------------------------
under applicable law or the Articles of Incorporation, any action which may be
taken at any annual or special meeting of Shareholders may be taken without a
meeting and without prior notice, if a consent in writing, setting forth the
action so taken, signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize to take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.

<PAGE>
Page 10

     Unless the consents of all shareholders entitle d to vote have been
solicited in writing,

                (1) Notice of any Shareholder approval without a meeting by less
                    than unanimous written consent shall be given at least ten
                    (10) days before the consummation of the action authorized
                    by such approval, and

                (2) Prompt notice shall be given of the taking of any other
                    corporate action approved by shareholders without a meeting
                    be less than unanimous written consent, to each of those
                    Shareholders entitled to vote who have not consented in
                    writing.

     Any Shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares of a personal representative of the
Shareholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter.  Such
revocation is effective upon its receipt by the Secretary of the corporation.

     Section 8.     QUORUM.  The holder of a majority of the shares entitled to
                    ------
vote thereat, present in person, or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of business
except as otherwise provided by law, by the Articles of Incorporation, or by
these By-Laws. If, however, such majority shall not be present or represented at
any meeting of the Shareholders, the shareholders entitled to vote thereat,
present in person, or by proxy, shall have the power to adjourn the meeting from
time to time, until the requisite amount of voting shares shall be present.  At
such adjourned meeting at which the requisite amount of voting shares shall be
represented, any business may be transacted which might have been transacted at
a meeting as originally notified.

     If a quorum be initially present, the Shareholders may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum, if any action taken is approved by a
majority of the Shareholders required to initially constitute a quorum.

     Section 9. VOTING.  Only persons in whose names shares entitled to vote
                -------
stand on the stock records of the corporation on the day of any meeting of
Shareholders, unless some other day be fixed by the Board of Directors, for the
determination of Share-holders of record, and then on such other day, shall be
entitled to vote at such meeting.

<PAGE>
Page 11

     Provided the candidate's name has been placed in nomination prior to the
voting and one or more Shareholders has given notice at the meeting prior to the
voting of the Shareholder's intent to cumulate the Shareholder's votes, every
Shareholder entitled to vote at any election for Directors of any corporation
for profit may cumulate their votes and give one candidate a number of votes
equal to the number of Directors to be elected multiplied by the number of votes
to which his or her shares are entitled to, or distribute his or her votes on
the same principle among as many candidates as he or she thinks fit.

     The candidates receiving the highest number of votes up to the number of
Directors to be elected are elected.

     The Board of Directors may f ix a time in the future not exceeding thirty
(30) days preceding the date of any meeting of Shareholders or the date fixed
for the payment of any dividend or distribution, or for the allotment of rights,
or when any change or conversion or exchange of shares shall go into effect, as
a record date for the determination of the Shareholders entitled to notice of
and to vote at any such meeting, or entitled to receive any such dividend or
distribution, or any allotment of rights or to exercise the rights in respect to
any such change, conversion or exchange of shares. In such case only
Shareholders of record on the date so fixed shall be entitled to notice of and
to vote at such meeting, to receive such dividends, distribution or allotment of
rights, or to exercise such rights, as the case may be notwithstanding any
transfer of any share on the books of the corporation after any record date
fixed as aforesaid. The Board of Directors may close the books of the
corporation against transfers of shares during the whole or any part of such
period.

     Section 10. PROXIES.  Every Shareholder entitled to vote, or to execute
                 --------
consents, may do so, either in person or by written proxy, executed in
accordance with the provisions of applicable law filed with the Secretary of the
corporation.

     Section 11. ORGANIZATION. The President, or in the absence of the
                  -----------
President, any Vice President, shall call the meeting of the Shareholders to
order, and shall act as Chairman of the meeting. In the absence of the President
and all of the Vice Presidents, Shareholders shall appoint a Chairman f or such
meeting. The Secretary of the corporation shall act as Secretary of all meetings
of the Shareholders, but in the absence of the Secretary at any meeting of the
Shareholders, the- presiding Officer may appoint any person to act as secretary
of the meeting.

     Section 12. INSPECTORS OF ELECTION.  In advance of any meeting of
                 -----------------------
Shareholders, the Board of Directors may, if they so elect, appoint inspectors
of election to act at such meeting or any adjournment thereof. If inspectors of
election be not so appointed, or if any persons so appointed fail to appear or
refuse to act, the chairman of any such meeting may, and on the request of any

<PAGE>
Page 12

Shareholder or his or her proxy shall, make such appointment at the meeting in
which case the number of inspectors shall be either one (1) or three (3) as
determined by a majority of the shareholders represented at the meeting.

                                    ARTICLE V

                       CERTIFICATES AND TRANSFER OF SHARES
                       -----------------------------------

     Section 1. CERTIFICATES FOR SHARES.  Certificates for shares shall be of
                ------------------------
such form and device as the Board of Directors may designate and shall state the
name of the record holder of the shares represented thereby; its number; date of
issuance; the number of shares for which it is issued; a statement of the
rights, privileges preferences and restriction, if any; a statement as to the
redemption or conversion, if any; a statement of liens or restrictions upon
transfer or voting, if any; if the shares be assessable or, if assessments are
collectible by personal action, a plain statement of such facts.

     All certificates shall be signed in the name of the corporation by the
Chairman of the Board or Vice chairman of the Board or the President or Vice
President and by the chief Financial Officer or an Assistant Treasurer or the
Secretary or any Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the Shareholder.

     Any or all of the signatures on the certificate may be facsimile. In case
any Officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that Officer,
transfer agent, or registrar before that certificate is issued, it may be issued
by the corporation with the same effect as if that person were an Officer,
transfer agent, or registrar at the date of issuance.

     Section 2. TRANSFER ON THE BOOKS.     Upon surrender to the Secretary or
                ----------------------
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     Section 3. LOST OR DESTROYED CERTIFICATES.  Any person claiming a
                -------------------------------
certificate of stock to be lost or destroyed shall make an affidavit or
affirmation of that fact and shall, if the Directors so require, give the
corporation a bond of indemnity, in form and with one or more sureties
satisfactory to the Board, in at least double the value of the stock represented
by said certificate, whereupon a new certificate may be issued in the same
tender and for the same number of shares as the one alleged to be lost or
destroyed.

<PAGE>
Page 13

     Section 4. TRANSFER AGENTS AND REGISTRARS.  The Board of Directors may
                -------------------------------
appoint one or more transfer agents or transfer clerks, and one or more
registrars which shall be an incorporated bank or trust company, either
domestic or foreign, who shall be appointed at such times and places as the
requirements of the corporation may necessitate and the Board of Directors may
designate.

     Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE.  In order that the
                 ------------------------------------------
corporation may determine the Shareholders entitled to notice of any meeting or
to vote or entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect to any
other lawful action, the Board may fix, in advance, a record date, which shall
not be more than sixty (60) days nor less than ten (10) days prior to the date
of such meeting nor more than sixty (60) days prior to any other action.

     If no record date is fixed; the record date for determining Shareholders
entitled to notice of or to vote at a meeting of Shareholders shall be at the
close of business on the business day next preceding the day on which notice is
given or if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held. The record date for determining
Shareholders entitled to give consent to corporate action in writing without a
meeting, when no prior action by the Board is necessary, shall be the day on
which the first written consent is given.

     The record date for determining Shareholders for any other purpose shall be
at the close of business on the day on which the Board adopts the resolution
relating thereto, or the sixtieth (60th) day prior to the date of such other
action, whichever is later.

                                   ARTICLE VI

                         RECORDS - REPORTS - INSPECTION
                         ------------------------------

     Section 1. RECORDS.  The corporation shall maintain, in accordance with
                --------
generally accepted accounting principles, adequate and correct accounts,, books
and records of its business and properties. All of such books, records and
accounts shall be kept at its principal executive office as fixed by the Board
of Directors from time to time.

     Section 2. INSPECTION OF ROOKS AND RECORDS.  All books and records shall be
                --------------------------------
open to inspection of the Directors and Shareholders from time to time and in
the manner provided under applicable law.

     Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS.  The original or a copy
                ----------------------------------------
of these By-Laws, as amended or otherwise altered to date, certified by the
Secretary, shall be kept at the corporation's principal executive office and

<PAGE>
Page 14

shall be open to inspection by the shareholders at all reasonable times during
office hours.

     Section 4. CHECK, DRAFTS, ETC.  All checks, drafts, or other orders for
                -------------------
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as shall be determined from time to time by the Board
of Directors.

     Section 5. CONTRACT, ETC. -- HOW EXECUTED.  The Board of Directors, except
                -------------------------------
as in the By-Laws otherwise provided, may authorize any officer or officers,
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the corporation. Such authority may be general or
confined to specific instances. Unless so authorized by the Board of Directors,
no Officer, agent or employee shall have any power or authority to bind the
corporation by any contract or agreement, or to pledge its credit, or to render
it liable for any purpose or to any amount except as may, be provided under
applicable law.

                                   ARTICLE V11

                                 ANNUAL REPORTS
                                 --------------

     Section 1. REPORT TO SHAREHOLDERS, DUE DATE.  The Board of Directors shall
                ---------------------------------
cause an annual report to be sent to the Share-holders not later than one
hundred twenty (120) days after the close of the fiscal or calendar year adopted
by the corporation. This report shall be sent at least fifteen (15) days before
the annual meeting of Shareholders to be held during the next fiscal year and in
the manner specified in Section 4 of the Article IV of these By-Laws for giving
notice to Shareholders of the corporation. The annual report shall contain a
balance sheet as of the end of the fiscal year and an income statement and
statement of changes in financial position for the fiscal year, accompanied by
any report of independent accountants or, if there is no such report, the
certificate of an authorized officer of the corporation that the statements were
prepared without audit from the books and records of the corporation.

                                  ARTICLE VIII

                              AMENDMENTS TO BY-LAWS
                              ---------------------

     Section 1. AMENDMENT BY SHAREHOLDERS.  New By-Laws may be adopted or these
                --------------------------
By-Laws may be amended or repealed by the vote or written consent of holders of
a majority of the outstanding shares entitled to vote; provided, however, that
if the Articles of Incorporation of the corporation set forth the number of
authorized Directors of the corporation, the authorized number of Directors may

<PAGE>
Page 15

be changed only by an amendment of the Article of Incorporation.

     Section 2. POWERS OF DIRECTORS.  Subject to the right of the Shareholders
                --------------------
to adopt, amend or repeal By-Laws, as provided in Section 1 of this Article
VIII, and the limitations, if any, under law, the Board of Directors may adopt,
amend or repeal any of these By-Laws other than a By-Law or amendment thereof
changing the authorized number of Directors.

     Section 3. RECORD OF AMENDMENTS.  Whenever an amendment or new By-Law is
                ---------------------
adopted, it shall be copied in the book of By-Laws with the original By-Laws, in
the appropriate place. If any By-Law is repealed, the fact of repeal with the
date of the meeting at which the repeal was enacted or written assent was filed
shall be stated in said book.

                                   ARTICLE IX

                                 CORPORATE SEAL
                                 --------------

     Section 1. SEAL.  The corporate seal shall be circular in form, and shall
                -----
have inscribed thereon the name of the corporation, the date and State of
incorporation.

                                    ARTICLE X

                                  MISCELLANEOUS
                                  -------------

     Section 1. REPRESENTATION OF SHARES IN OTHER CORPORATIONS.  Shares of other
                -----------------------------------------------
corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board, the President or any Vice President
and the Secretary or an Assistant Secretary.

     Section 2. SUBSIDIARY CORPORATIONS.  Shares of this corporation owned by a
                ------------------------
subsidiary shall not be entitled to vote on any matter. A subsidiary for these
purposes is defined as a corporation, the shares of which possessing more than
25% of the total combined voting power of all classes of shares entitled to
vote, are owned directly or indirectly through one (1) or more subsidiaries.

     Section 3. INDEMNITY.  Subject to applicable law, the corporation may
                ---------
indemnify any Director, Officer, agent or employee as to those liabilities and
on those terms and conditions as appropriate. In any event, the corporation
shall have the right to purchase and maintain insurance on behalf of any such
persons whether or not the corporation would have the power to indemnify such
person against the liability insured against.

<PAGE>
Page 16

     Section 4.     ACCOUNTING YEAR.  The accounting year of the corporation
                    ---------------
shall be fixed by resolution of the Board of Directors.

<PAGE>

Exhibit 3.3

Page 2 of 9
                           ARTICLES OF INCORPORATION
                            -------------------------

                                       OF
                                       --

                               SOLO & HURST, INC.
                               ------------------

The undersigned, a natural person, over the age of twenty-one (21) years, in
order to form a corporation for the purposes hereinafter stated, under and
pursuant to the provisions of the laws of the State of Nevada, does hereby
certify as follows:

                                    ARTICLE I
                                    ---------

                                      NAME
                                      ----

      The name of the Corporation, hereinafter called the "Corporation" is

                               SOLO & HURST, INC.
                               ------------------

                                   ARTICLE 11
                                   ----------

                                    EXISTENCE
                                    ---------

                 The Corporation shall have perpetual existence.

                                   ARTICLE III
                                   -----------

                              OBJECTS AND PURPOSES
                              --------------------

The purpose for which this Corporation is created is to conduct any lawful
business or businesses for which corporations may be incorporated pursuant to
the Nevada Corporation Code.

<PAGE>
Page 3 of 9

                                   ARTICLE IV
                                   ----------

                                  CAPITAL STOCK
                                  -------------

1.     Number of Shares. The aggregate number of capital stock shares which the
       ---------
Corporation shall have authority to issue is Twenty-Five Million (25,000,000)
shares, of which Twenty Million (20,000,000) shares shall be common stock, $.001
par value, and Five Million (5,000,000) shares shall be preferred stock, $.001
par value.

2.     Voting Rights of Shareholders.  Each voting shareholder of record shall
       ------------------------------
have one vote for each share of stock standing in his name on the books of the
Corporation and entitled to vote. Cumulative voting shall not be allowed in the
                                                          ---
election of directors or for any other purpose.

3.     Quorum.  At all meetings of shareholders, one-half of the shares entitled
       -------
to vote at such meeting, represented in person or by proxy, shall constitute a
quorum. Except as otherwise provided by these Articles of Incorporation or the
Nevada Corporation Code, if a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders. When, with respect to any
action to be taken by shareholders of this Corporation, the laws of Nevada
require the vote or concurrence of the holders of two-thirds of the outstanding
shares, of the shares entitled to vote thereon, or of any class or series, such
action may be taken by the vote or concurrence of a majority of such shares or
class or series thereof.

4.     No Preemptive Rights.  No shareholder of the Corporation shall have any
       ---------------------
preemptive or other rights to subscribe for any additional shares of stock, or
for other securities of any class, or for rights, warrants or options to
purchase stock or for scrip, or for securities of any kind convertible into
stock or carrying stock purchase warrants or privileges.

5.     Shareholder Distributions.  The Board of Directors may from time to time
       --------------------------
distribute to the shareholders in partial liquidation, out of stated capital or
capital surplus of the Corporation, a portion of its assets, in cash or
property, subject to the limitations contained in the statutes of the State of
Nevada.

6.     Preferred Stock Rights.  The Board of Directors shall have the authority
       -----------------------
to divide the preferred shares into series and to fix by resolution the voting
powers, designation, preference, and relative participating, option or other
special rights, and the qualifications, limitations or restrictions of the
shares of any series so established.

<PAGE>
Page 4 of 9

                                    ARTICLE V
                                    ---------

                             DIRECTORS AND OFFICERS
                             ----------------------

1.     Number of Directors.  The Board of Directors shall consist of between one
       --------------------
(1) and thirteen (13) members as the By-Laws shall prescribe, but in no event
shall the number of directors be more than thirteen (13) and not less than one
(1).

2.     Initial Board of Directors.  The Names of those persons who shall
       ---------------------------
constitute the Board of Directors of the Corporation for the first year of its
existence or until their successors are- duly elected and qualified are:

     Name                         Address
     ----                         -------

     Kelly J. Mueller               2102 E. Solano Dr.
     Phoenix, AZ 86016

                                   ARTICLE VI
                                   ----------

                       RESIDENT AGENT AND PRINCIPAL OFFICE
                       -----------------------------------

The address of the initial principal office of the Corporation is 3885 S.
Decatur, Ste. 3010, Las- Vegas, NV 89103. The name of its initial resident agent
at such address is Nevada Corporate Planners, Inc.

The Corporation may conduct all or part of its business in any other part of the
State of Nevada, or any other State in the United States.


<PAGE>
Page 5 of 9

                                  ARTICLE VIII
                                  ------------

                          INDEMNIFICATION OF DIRECTORS
                          ----------------------------

1.     Action, Suites or Proceeding is Other than by or in the Right of the
       --------------------------------------------------------------------
Corporation.  The Corporation shall indemnify any person who was or is party or
-----------
is threatened to be made a party to any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a Director, Officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director, office,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and,
in the case of conduct in his official capacity with the Corporation, in a
manner he reasonably believed to be in the best interest of the Corporation, or,
in all other cases, that his conduct was at least not opposed to the
Corporation's best interests. In the case of any criminal proceeding, he must
have had no reasonable cause to believe his conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, or
                              ---------------
itself, determine that the individual did not meet the standard of conduct set
forth in this paragraph.

2.     Actions or Suits by or in the Right of the Corporation.  The Corporation
       -------------------------------------------------------
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed .action or suit by or in the right
of the Corporation to procure a judgement in its favor by reason of the fact
that he is or was a Director, Officer, employee or agent of the Corporation or
is or was serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership joint venture, trust or other
enterprise against expenses (including attorney's fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and, in the case of conduct in his official
capacity with the Corporation, in a manner he reasonably believed to be in the
best interests of the Corporation and, in all other cases, that his conduct was
at least not opposed to the Corporation's best interests; but no indemnification
shall be made in respect of any claim, issue or matter as to which such person

<PAGE>
Page 6 of 9

has been adjudged to be liable for negligence or misconduct in the performance
of this duty to the Corporation or where such person was adjudged liable on the
basis that personal benefit was improperly received by him, unless and only to
the extent that the court in which such action or suit was brought determines
upon application that, despite the adjudication of liability, but in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnification for such expenses which such court deems proper.

3.     Indemnification of Successful Party.  To the extent that a Director,
       ------------------------------------
Officer, employee or agent of the Corporation has been successful on the merits
or otherwise (including, without limitation, dismissal without prejudice) in
defense of any action, suit, or proceeding referred to in this Article VII or in
defense of any claim, issue, or matter therein, he shall be indemnified against
all expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.

4.     Determination of Right to Indemnification.  Any indemnification under (1)
       ------------------------------------------
or (2) of the Article V11 (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the Director, Officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
paragraphs (1) or (2) of this Article VII Such determination shall be made by
the Board of Directors by a majority vote of a quorum consisting of Directors
who were not parties to such action, suit or proceeding, or. if such a quorum is
not obtainable and a quorum of disinterested Directors so directs, by
independent legal counsel in a written opinion, or by the shareholders.

5.     Advance of Costs, Charges and Expenses.  Cost, charges and expenses
       ---------------------------------------
(including attorney's fees) incurred in defending a civil or criminal action,
suit, or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors as provided in paragraph (4) of this Article VII upon receipt of a
written affirmation by the Director, Officer, employee or agent of his good
faith belief that he has met the standard of conduct described in paragraphs (1)
or (2) of this Article VII, and an undertaking by or on behalf of the Director,
Officer, employee or agent to repay such amount unless it is ultimately
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article VII. The Majority of the Directors may, in the manner
set forth above, and upon approval of such Director, Officer, employee or agent
of the Corporation, authorized the Corporation's counsel to represent such
person in any action, suit or proceeding, whether or not the Corporation is a
party to such action, suit or proceeding.

<PAGE>
Page 7 of 9

6.     Settlement.  If in any action, suit or proceeding, including any appeal,
       -----------
within the scope of (1) or (2) of this Article VII, the person to be indemnified
shall have unreasonably failed to enter into a settlement thereof, then,
notwithstanding any other provision - hereof, the indemnification obligation of
the Corporation to such person in connection with such action, suit or
proceeding shall not exceed the total of the amount at which settlement could
have been made and the expenses by such person prior to the time such settlement
could reasonably have been effected.

7.     Other Rights: Continuation of Right to Indemnification.  The
       -------------------------------------------------------
indemnification provided by this Article VII shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under these Articles
of Incorporation, any bylaw, agreement, vote of shareholders or disinterested
Directors, or otherwise, and any procedure provided for by any of the foregoing,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to person who has ceased to be
a Director, Officer, employee or agent and shall inure to the benefit of heirs,
executors, and administrators of such a person. All rights to indemnification
under this Article VII shall be deemed to be a contract between the Corporation
and each director or officer of the Corporation who serves or served in such
capacity at any time while this Article VII is in effect. Any repeal or
modification of this Article VII or any repeal or modification of relevant
provisions of the Nevada Corporation Code or any other applicable laws shall not
in any way diminish any rights to indemnification of such Director, Office,
employee or agent or the obligations of the Corporation arising hereunder. This
Article VII shall be binding upon any successor corporation to this Corporation,
whether by way of acquisition, merger, consolidation or otherwise.

8.     Insurance. The Corporation may purchase and maintain insurance on behalf
       ----------
of any person who is or was a Director, Officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provision of this Article VII: provided, however, that
such insurance is available on acceptable terms, which determination shall be
made by a vote of the majority of the Directors.

<PAGE>
Page 8 of 9

9.     Saving Clause.  If this Article V11 or any portion hereof shall be
       --------------
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Director, Officer, employee and
agent of the Corporation as to any cost, charge and expense (including
attorney's, fees, judgment fine and amount paid in settlement with respect to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, to the
full extent permitted by an applicable portion of this Article VII that shall
not have been invalidated and to the full extent permitted by applicable law.

10.     Amendment. The affirmative- vote of at least two-thirds of the total
        ----------
votes eligible to be cast shall be required to amend, repeal, or adopt any
provision inconsistent with, this Article VII. No amendment, termination or
repeal of this Article V11 shall affect or impair in any way the rights of any
Director, officer, employee or agent of the Corporation to indemnification under
the provisions- hereof with respect to any action, suit or proceeding arising
out of, or relating to, any actions, transactions or facts occurring prior to
the final adoption of such amendment, termination or appeal.

11.     Subsequent Legislation. If the Nevada Corporation Code is amended after
        -----------------------
adoption of these- Articles to further expand the indemnification permitted to
Directors, Officers, employees or agents of the Corporation, then the
Corporation shall indemnify such persons to the fullest extent permitted by the
Nevada Corporation Code, as so amended.

                                  ARTICLE VIII
                                  ------------

                                  INCORPORATOR
                                  ------------

The name and address of the Incorporator is:

            Name                         Address

     Robert E. Nicholson               10044 N. 58th P1.
                                       Scottsdale, AZ 85253

<PAGE>
Page 9 of 9

IN WITNESS WHEREOF, I have hereunto set My hand this 6th day of February, 1998.

                                       /s/ Robert E. Nicholson
                                       -----------------------
                                       Robert E. Nicholson

                                  VERIFICATION
                                  ------------

STATE OF ARIZONA          )
                          )     ss.
COUNTRY OF MARICOPA       )

I, Barbara J. Hawkins, a Notary Public, hereby certify that on the 6th day
   ------------------
of February. 1998, personally appeared before me William E. Lane who, being by
me first duly sworn, declared that he was the person who signed the foregoing
document as incorporator and that the statements therein contained are true.

My commission expires:
                        --------------------------------------------------------

Witness my hand and official seat.

     (SEAL)

                                       /s/ Barbara J. Hawkins
                                       -----------------------------------------
                                       Notary Public

             OFFICIAL SEAL
          BARBARA J. HAWKINS
         NOTARY PUBLIC-ARIZONA
            MARICOPA COUNTY
     My Comm. Expires Sept. 8, 2000

<PAGE>

Exhibit 3.4

                                                            FILED #   C 3800-98
                                                                    ------------
<TABLE>
<S>     <C>                                         <C>                             <C>
C/S     DEAN HELLER                                   Certificate of                  Office Use Only:
        Secretary of State                               Amendment                             JAN 05 2001
                                                    (PURSUANT TO NRS 78.385                  OF THE OFFICE OF
        101 North Carson Street, Suite 3                  and 78.390)                        /s/ Dean Heller
        Carson City, Nevada 89701-4786                                              DEAN HELLER, SECRETARY OF STATE
        (775) 684 5708

             Important: Read attached Instructions before completing
----------------------------------------------------------------------------------------------------------------------
</TABLE>

              Certificate of Amendment to Articles of Incorporation
              -----------------------------------------------------
                         For Nevada Profit Corporations
                         ------------------------------
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                             - Remit in Duplicate -

1.  Name of corporation: SOLO & HURST, INC.

2.  The articles have been amended as follows (provide article numbers, if
    available):

     ARTICLE FIRST is amended to read the following: The name of the
     Corporation, hereinafter called the "Corporation" is: CANTRONICS
     CORPORATION

3.  The vote by which the stockholders holding shares in the corporation
    entitling them to exercise at least a majority of the voting power, or such
    greater proportion of the voting power as may be required in the case of a
    vote by classes or series, or as may be required by the provisions of the
    articles of incorporation have voted in favor of the amendment is: 51%

4.  Signatures (Required):

/s/ James Zhan                              /s/ Helen Leung
------------------------------------        ------------------------------------
President or Vice President           and   Secretary or Asst. Secretary
James Zhan, President                       Helen Leung, Secretary

*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.

IMPORTANT. Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.


<PAGE>

Exhibit 3.5

                                                             FILED #   C 3800-98
                                                                    ------------
<TABLE>
<S>     <C>                                         <C>                             <C>
C/S     DEAN HELLER                                   Certificate of                  Office Use Only:
        Secretary of State                               Amendment                             JAN 26 2001
                                                    (PURSUANT TO NRS 78.385                  OF THE OFFICE OF
        101 North Carson Street, Suite 3                  and 78.390)                        /s/ Dean Heller
        Carson City, Nevada 89701-4786                                              DEAN HELLER, SECRETARY OF STATE
        (775) 684 5708

             Important: Read attached Instructions before completing
----------------------------------------------------------------------------------------------------------------------
</TABLE>

              Certificate of Amendment to Articles of Incorporation
              -----------------------------------------------------
                         For Nevada Profit Corporations
                         ------------------------------
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                             - Remit in Duplicate -


              Certificate of Amendment to Articles of Incorporation
              -----------------------------------------------------
                         For Nevada Profit Corporations
                         ------------------------------
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
                             - Remit in Duplicate -


1.  Name of corporation: CANTRONICS CORPORATION
                         -------------------------------------------------------

--------------------------------------------------------------------------------

2.  The articles have been amended as follows (provide article numbers, if
    available):

     ARTICLE IV - CAPITAL STOCK 1. Number of Shares. The aggregate number of
--------------------------------------------------------------------------------
capital stock shares which the Corporation shall have authority to issue is
--------------------------------------------------------------------------------
Ninety-Five Million (95,000,000.) shares# of which Ninety Million (90,000,000)
--------------------------------------------------------------------------------
shares shall be common stock, $.001 par value, and Five Million (5,000,000)
--------------------------------------------------------------------------------
shares shall be preferred stock, $.001 par value.
--------------------------------------------------------------------------------

3.  The vote by which the stockholders holding shares in the corporation
    entitling them to exercise at least a majority of the voting power, or such
    greater proportion of the voting power as may be required In the case of a
    vote by classes or series, or as may be required by the provisions of the
    articles of incorporation have voted In favor of the amendment is: greater
                                                                       -------
    than 5.1%.
    ----------

4.  Signatures (Required):



/s/ James Zhan                              /s/ Helen Leung
------------------------------------        ------------------------------------
President or Vice President           and   Secretary or Asst. Secretary
James Zhan, President                       Helen Leung, Secretary

*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.

IMPORTANT. Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.

<PAGE>

Exhibit 10.1


                              DATE: JULY 15TH, 1998
                =================================================


                =================================================

                                      LEASE

                =================================================


BETWEEN:     DIJON TRADING. (CANADA) INC.
             101 - 3855 HENNING DRIVE
             BURNABY, BC
             V5C 6N3                         ("LANDLORD")

AND:         CANTRONIC Systems Inc.
             116 - 3823 HENNING DRIVE
             BURNABY, BC
             V6C 6P3                         ("TENANT")


COMMENCEMENT DATE:     JULY 15th, 1998

TERMINATION DATE:      JULY 30, 2001

PREMISES:              116 - 3823 HENNING DRIVE,
                       BURNABY, BC
                       V5C 6P3


<PAGE>
Page 2

THIS INDENTURE made as of the 15th day of July, 1998.

LANDLORD:        DIJON TRADING (CANADA) INC.

TENANT:          CANTRONIC Systems Inc.

PREMISES:        1.00     Witnesseth that in consideration of the rents,
                 covenants, conditions and agreements hereinafter reserved and
                 contained on the part of the Lessee to be paid, observed and
                 performed the Lessor doth demise and lease unto the Lessee ALL
                 and SINGULAR those certain premises described in The first part
                 of Schedule "A" annexed hereto (hereinafter referred to as the
                 "demised premises") containing 1,549 square feet more or less
                 and situate in Burnaby forming part of the building hereinafter
                 referred to as the "building") known as 116 - 3823 Henning
                 Drive the building being erected and situate upon the lands
                 (hereinafter referred to as the "lands") more particularly
                 described in the first (or Part 1) of Schedule "A" annexed
                 hereto.

TERM:            2.00     To have and to hold the demised promises for and
                 during the term of THREE YEAR and YEARS and month commencing on
                 the FIFTEENTH (15th) day of July 1998 and ending on the
                 THIRTIETH (30th) day of July 2001,

RENT:            3.00     Yielding and paying therefore yearly and every year
                 during the said term unto the Lessor the sum of NINETEEN
                 THOUSAND THREE HUNDRED SIXTY TWO DOLLARS FIFTY CENTS
                 ($19,362.50) of lawful money of Canada to be paid in advance in
                 equal monthly instalments of ONE THOUSAND SIX HUNDRED THIRTEEN
                 DOLLARS FIFTY CENTS DOLLARS ($1,613.50) an the FIRST (1st) day
                 of each and every month during the said term to the Lessor, the
                 first of such payments to be made on the FIFTEENTH (15th) day
                 of July, 1998. If the said term commences on any day other than
                 the FIRST (1st) or ends on any day other than the THIRTIETH
                 (30th) day of a calendar month, rent for the fractions of a
                 month at the commencement and at the end of the said term shall
                 be adjusted prorata.

DEPOSIT:         3.01     Upon its execution of this Lease the Lessee shall
                 deposit with the Lessor or its agent Re/Max Westcoast the sum
                 of THREE THOUSAND NINE HUNDRED DOLLARS ($3,900.00) as a
                 security for the performance by the Lessee of all the terms,
                 covenants and conditions herein to be respectively paid,
                 observed and performed by the Lessee and if the Lessee shall
                 breach any of such terms, covenants or conditions the Lessor
                 may at its option appropriate and apply the said deposit or so
                 much thereof as may be necessary, to compensate the Lessor for
                 loss or damage suffered or sustained by the Lessor arising out
                 of or in connection With such breach by the Lessee, in the
                 event of a rate, transfer or assignment of this Lease by the
                 Lessor, the Lessor may transfer this security deposit or so
                 much thereof as shall then remain to the Purchaser, transferee
                 or assignee and thereupon the Lessor shall be freed and
                 discharged from any further liability In connection with this
                 security deposit. Provided, however, that the Lessor shall
                 apply so much of the said deposit as may be necessary (or, if
                 the deposit is Insufficient, so much thereof as shall then
                 remain) to the instalment(s) of rent due for the FIRST (1st)
                 month of the term hereof.  Within THIRTY (30) days of the
                 termination of this Lease, the Lessor shall return to the
                 Lessee any portion of the said deposit that has not been
                 appropriated and applied as herein provided.

PAY RENT:        4.00     The Lessee shall, during the said term, pay unto the
                 Lessor the rent hereby reserved in the manner hereinbefore
                 mentioned.

BUSINESS, TAX.
ETC.             4.01     The Lessee shall pay all business or other taxes from
                 time-to-time levied in respect of [he Lessee's use or
                 occupation of the demised premises and/or the Lessee's
                 machinery and equipment including penalties for late payment
                 thereof.

EVIDENCE OF
PAYMENT          4.02     The Lessee shall produce to the Lessor from time to
                 time at the request of the Lessor satisfactory evidence of the
                 due payment by the Lessee of all payments required to be made
                 by the Lessee under this lease, Lessee to supply to the Lessor
                 12 post dated cheques on the commencement date of the lease and
                 on the anniversary date thereafter.

<PAGE>
Page 3

ACTS CONFLICTING
WITH
INSURANCE        4.03     The Lessee shall not do or permit to be done any art
                 or thing which may render void or voidable or conflict with the
                 requirements of any policy or policies of Insurance, Including
                 any regulations of Fire Insurance Underwriters or the
                 applicable to such policy or policies, whereby the demised
                 premises or the building are insured. It any such policy or
                 policies is or are cancelled by reason of any act or omission
                 of the Lasses, the Lessor shall have the right at its option to
                 terminate this lease forthwith by giving notice of termination
                 to the Lessee. If the premium to be paid In respect of any such
                 policy is increased by any art or omission of the Lessee, the
                 Lessee shall pay to the Lessor on demand the amount by which
                 said premium shall be so increased.

NO
NUISANCE         4.04     The Lessee shag not at any time during the said term,
                 use, exercise or carry on or permit or suffer to be used,
                 exercised or carried on. In or upon the demised premises or any
                 part thereof any noxious or offensive art, trade, business,
                 occupation or calling, and no act, matter or thing whatsoever
                 shall at any time during the said term be done in or upon the
                 demised premises or any part thereof which shall or may be used
                 or grow to the annoyance, nuisance, damage or disturbance of
                 the occupiers or owners of the said building or adjoining land
                 and properties.

COMPLY WITH
LAWS, ETC.       4.05     The Lessee shall comply promptly at its expense with
                 all laws, ordinances, regulations, requirements and
                 recommendations, which may be applicable to the Lessee or to
                 the manner of use of the demised promises, of any and all
                 federal, provincial, civic, municipal and other authorities or
                 association of Insurance underwriters or agents.

COMPLY
WITH RULES
AND REGULATIONS  4.06    The Lessee agrees that the regulations endorsed on this
                 lease or attached hereto as Schedule "B" with such reasonable
                 variations, modifications and additions as shall from time to
                 time be made by the Lessor and any other and further reasonable
                 rules and regulations that may be made by the Lessor and
                 delivered no the Lessee in writing shall be observed and
                 performed by the Lessee and its agents, clerks, servants or
                 employees and all such rules and regulations now in force or
                 hereafter put In force shall be read as forming part of the
                 terms and conditions of this Lease as if the same were embodied
                 herein.
DAMAGE TO
BUILDING OF
LESSEE           4.07     The Lessee shall on demand reimburse the Lessor for
                 costs incurred by the Lessor in making good any damage caused
                 to the Said building or any part thereof including the
                 furnishings and amenities thereof as a result of the negligence
                 of wilful act of the Lessee, its Invitees, licensees, agents,
                 servants, or employees.

NOTICE OF
ACCIDENTS
DEFAULTS,
ETC.             4.08     The Lessee shall give the Lessor prompt written notice
                 of any damage to or defect in the heating and air conditioning
                 apparatus, water pipes, telephone lines, electric light or
                 other wires or other casualty.

ASSIGNING OR
SUBLETTING       4.09.01 The Lessee shall not assign or sublet the demised
                 promises or any part thereof without the prior consent in
                 writing of the Lessor, which consent shall not be unreasonably
                 withheld. Provided that the Lessee shall, at the time the
                 Lessee shall request the consent of the Lessor, deliver to the
                 Lessor such Information In writing as the Lessor may reasonably
                 require respecting the proposed assignee or subtenant including
                 name, address, nature of business, financial responsibility and
                 standing of such proposed assignee or subtenant.

<PAGE>
Page 4

                 4.09.02 in no event shall any assignment or subletting to which
                 the Lessor may have consented release or relieve the Lessee
                 from his obligations fully to perform -all the terms, covenants
                 and conditions of this lease on his part to be performed.

INDEMNITY
0F LESSOR        4.10    The Lessee shall indemnify and save harmless the Lessor
                 from any and all liabilities, damages, costs, claims, suits or
                 actions growing out of.

                 (a)  any breach, violation, or non-performance of any covenant
                      condition or agreement In this lease set forth and
                      contained on the part of the Lessee, to be fulfilled,
                      kept, observed and performed;

                 (b)  any damage to property while said property shall be in or
                      about the demised premises; and

                 (c)  any Injury to any licensee, invitee, agent or employee of
                      the Lessee, Including death resulting at any time
                      therefrom, occurring in or about the demised premises and/
                      or on the lands:

                 and this indemnity shall survive the expiry, or sooner
                 determination of this lease.

LESSEE
INSURANCE        4.11.01 The Lessee shall at its expense, provide and maintain
                 in force during the term of this lease or of any renewal
                 thereof.

                 (a)  fire, extended coverage, and malicious damage insurance
                      for the benefit of the Lessor and the Lessee, for the full
                      replacement value of all leasehold improvements, fixtures
                      and erections made on the demised premises by the Lessee;

                 (b)  public liability insurance, for the benefit of the Lessor
                      and the Lessee, in such reasonable amounts as may be
                      required by the Lessor in respect of injury or death to
                      one or more persons or property damage.

                 (c)  the total of (a) and (b) to be not less than TWO MILLION
                      ($2.000,000.00) DOLLARS.

                 4.11.02 Al insurance shall be effected with insurers and
                 brokers and upon terms and conditions reasonably satisfactory
                 to the Lessor and the Lessee shall deliver to the Lessor proof
                 of the existence thereof to the Lessor's satisfaction.  The
                 Landlord shall be added as additional insured to all policies
                 required by the lease and that certified copies of the policies
                 or certificates evidencing the coverage's requested be
                 delivered to the landlord at least 20 days prior to the renewal
                 date of the policies. "Landlord shall be named as additional
                 insured".

                 4.11.03 Ah policies of insurance shall where possible contain a
                 waiver of subrogation clause in favor of the Lessor and shall
                 also contain a clause requiring the insurer not to cancel or
                 change the insurance without first giving the Lessor THIRTY
                 (30) days' prior written notice thereof.

                 4.11.04 The Lessee agrees that if it does not provide or
                 maintain in force such insurance, the Lessor may take out the
                 necessary insurance and pay the premium therefor for periods of
                 ONE (1) year at a time, and the Lessee shall pay to the Lessor
                 as additional rental the amount of such premium immediately on
                 demand.

GOODS, CHATTELS
NOT TO BE
REMOVED          4.12 The Lessee agrees that all goods, chattels and fixtures
                 when moved into the demised premises shall not except in the
                 normal course of business, be removed from, the demised
                 premises until all rent due or to become due during the term of
                 this lease and all utility charges are fully paid.

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Page 5

REPAIRS          4.13.01 The Lessee shall, during the said term, will and
                 sufficiently repair, maintain, amend and keep the demised
                 premises, with the appurtenances and oil fixtures, in good and
                 substantial repair when, where and so often as need shall be,
                 reasonable wear and tear and damage by fire, and other risks
                 against which the Lessor is insured, and repairs to be done by
                 the Lessor pursuant to clause 5.02 only excepted.

                 4.13.02 The Lessor and Its agents shall have the right at all
                 reasonable times during the said term, with prior written
                 notice at least 24 hours in advance to enter the demised
                 premises to examine the condition thereof. All want or
                 reparation that upon such view may be found and that is the
                 Lessee's responsibility pursuant to this Lease, shall be well
                 and sufficiently repaired by the Lessee forthwith upon receipt
                 by the Lessee of written notice from the Lessor requiring such
                 repair.

USE OF
PREMISES         4.14     The Lessee shall not use the demised premises nor
                 allow the demised promises to be used for any other purpose
                 than that for which the premises are hereby leased namely,
                 electronics, manufacturing, distribution and systems
                 integration or related business.

SIGNS            4.15     The Lessee shall not, without the Lessor's prior
                 written consent, point, display, inscribe, place or affix any
                 sign, picture, advertisement, notice, lettering or direction on
                 any part of the outside of the building or in any corridor,
                 hallway, entrance or other public part of the said building
                 provided that the Lessor may prescribe a uniform pattern for
                 identification signs for tenants to be placed on the outside of
                 the main door leading into the demised premises. Provided that,
                 at the request of the Lessee and at the Lessee's expense, the
                 Lessor shall cause such a sign to be placed in position.

ALTERATIONS,
ETC.             4.16.01 The Lessee shall not without the prior written consent
                 of the Lessor, which consent shall not be unreasonably
                 withheld, make any alterations, repairs or improvements to the
                 demised premises. The Lessee shall submit to the Lessor
                 detailed plans and specifications of any such work or
                 installation when applying or consent and the Lessor reserves
                 the right to recover from the Lessee the cost of having its
                 architects or engineers examine such plans and specifications.
                 The Lessor will require that any or all work to be done, or
                 materials to be supplied hereunder shall be done or supplied by
                 contractors and/or workmen which are approved by the Lessor not
                 to be unreasonably withheld.  In any event, any or all work to
                 be done or materials to be supplied hereunder shall be at the
                 sole cost and expense of the Lessee. Any connection of
                 apparatus to the electrical system other than a connection to
                 an existing bass receptacle or any connection of apparatus to
                 the plumbing lines shall be deemed to be an alteration within
                 the meaning or this clause.

                 4.16.02 The Lessee covenants with the Lessor that the Lessee
                 shall promptly pay all charges incurred by the Lessee for any
                 work, materials or services that may be done, supplied or,
                 performed In respect of the demised premises and shall
                 forthwith discharge any liens at any time filed-against and
                 keep the lands and premises of which the demised premises form
                 a part free from liens: and in the event that the Lessee fails
                 to do so, the Lessor may, but shall be under no obligation to,
                 pay in to Court the amount required to obtain a discharge of
                 any such Hen In the name of the Losses and any amount so paid
                 together with all disbursements and costs in respect of such
                 proceedings on a solicitor and client basis shall be forthwith
                 due and payable by the Lessee to the Lessor as additional rent.
                 The Lessee shall allow the Lessor to post and keep posted an
                 the demised premises any notices that the Lessor may desire to
                 post under the provisions of legislation pertaining to
                 Mechanic's, Builder's, Workmen's or other liens.

                 4.16.03 The Lessee shall not without written consent of the
                 Lessor put up any window drapes, blinds, awnings or other
                 similar things.

                 4.16.04 The Lessee shall not change, after or replace any
                 doorlocks without permission of the Lessor who will arrange
                 changes as soon as possible after requested. All costs for such
                 changes shall be to the Lessees Account. The Lessor shall not
                 hold keys for all access doors to the demised premises during
                 the term. Lessee must submit 24 hour contact numbers in case of
                 emergency.

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Page 6

PEACEFUL
SURRENDER        4.17.01 The Lessee shall, at the expiration or sooner
                 determination of the said term. Peaceably surrender and yield
                 up to the Lessor the demised premises and deliver to the Lessor
                 all keys to the demised premises which the Lessee has in its
                 possession.

                 4.17.02 The Lessee shall immediately before the expiration or
                 sooner determination of the said lease wash the windows of the
                 demised premises. The Lessee further covenants that the Lessee
                 will not upon such expiration or sooner determination leave
                 upon the demised premises any rubbish or waste material and
                 will leave the said premises in a clean and tidy condition.

UTILITIES        4.18     The Lessee shall pay all rates and charges for water,
                 gas and electric light and/or power supplied to or used in the
                 demised premises. The Lessee shall pay all rates and charges
                 for any and all other utilities or municipal or other services,
                 consumed by or reasonably attributable to the Lessee or the
                 Lessee's occupation of the demised premises and that if the
                 same shall be billed or assessed against the Lessor, the Lessee
                 shall pay the same or the portion thereof fairly attributable
                 to the Lessee aforesaid as determined by the Lessor, upon
                 demand by the Lessor.

TAXES            4.19.01 In this paragraph 4.19 the following phrases shag have
                 the following meanings:

                 (a)  "Tax" means an amount equivalent to all taxes, rates,
                      duties, levies and assessments whatsoever whether
                      municipal, parliamentary, school or otherwise charged upon
                      the building, the land end all improvements now or
                      hereafter thereon or upon the Lessor on account thereof
                      including all taxes, rates, dudes, levies and assessments
                      for local improvements and equipment and excluding such
                      taxes as corporate, income, profit or excess profit taxes
                      assessed upon the income of the Lessor and shall also
                      include any and all taxes which may in the future be
                      levied in lieu of Tax as hereinbefore defined:

                 (b)  "Proportionate Share" means the amount which is the same
                      ratio to Tax as the area of the demised premises is to the
                      total rentable area of the building or buildings against
                      which that amount of Tax Is levied.

                 4.19-02 The Lessee shall pay to the Lessor as additional rent
                 each year the proportionate share of Tax for that year, such
                 payment to be made monthly.

                 4.19.03 if the Tax shall be increased by reason of any
                 Installations made In or upon or any alterations made In or to
                 the demised promises by the Lessee or by the Lessor on behalf
                 of the Lessee, the Lessee shall pay the full amount of such
                 increase as additional rent

                 4.19.04 Any reasonable expense incurred by the Lessor in
                 obtaining or attempting to obtain a reduction in the amount of
                 Tax shall be added to and included in the amount of such Tax.
                 In the event that the Losses shall have paid its Proportionate
                 Share pursuant to Clause 4.19,02 of this lease and the Lessor
                 shall thereafter receive a refund of any portion of such Tax,
                 the Lessor shall make an appropriate refund to the Lessee.

                 4.19.05 If the term of this lease shall expire or be otherwise
                 terminated during any year in which the Lessee shall be liable
                 to pay its Proportionate Share pursuant to Clause 4.19,02 of
                 this lease, then the amount so payable by the Lessee shall be
                 apportioned accordingly.

MAINTENANCE
COSTS            4.20.01 In this paragraph the following phrases shall have the
                 following meanings:

                 (a)  "Maintenance Costs" means the total amount paid or payable
                      whether by the Lessor or others on behalf of the Lessor
                      for complete maintenance for the lands, building or
                      buildings and the Improvements thereon such as are in
                      keeping with maintaining the standard of a first class
                      industrial complex, all repairs and replacements required
                      for such maintenance. The costs of providing electricity
                      or other utilities and services not otherwise paid by the
                      tenants, the costs of servicing and maintaining heating,
                      air conditioning, plumbing, electrical, and other
                      machinery and equipment and the cost of depreciation
                      thereof at generally acceptable rates upon such machinery
                      and equipment and other fixtures which by their nature

<PAGE>
Page 7

                      require periodic replacement or a substantial replacement.
                      The costs of painting interior areas not normally rented
                      to tenants and the costs of painting and otherwise
                      maintaining the outside of the said building or buildings,
                      the costs of snow removal, landscape maintenance, refuse
                      removal and other costs in connection with the maintenance
                      of common outside areas and facilities, fire, casualty,
                      liability and other insurance costs. The costs of
                      providing building management (not to exceed in any year
                      the strata management fees in that year), service
                      contracts with Independent contractors and all other
                      expenses paid or payable by the Lessor in connection with
                      the operation of the building(s), improvements and lands
                      but shall not include interest on debt or capital
                      retirements of debt or any amounts directly chargeable by
                      the Lessor to any tenant or tenants as otherwise provided
                      herein or any amounts paid on account of capital
                      improvements or structural repairs:

                 (b)  "Proportionate Share" means the amount which is the same
                      ratio to Maintenance Costs as the area of the demised
                      premises is to the total rentable area of the building or
                      buildings In respect of which such Maintenance Costs are
                      charged.

                 (c)  "Accounting Year" means each twelve month period
                      commencing January 1st and ending December 31st the whole
                      part of which TWELVE (12) month period is within the term
                      hereby demised.

                 4.20.02 The Lessee's shall pay as additional rent to the Lessor
                 by monthly instalments to be fixed by the Lessor from time to
                 time Its Proportionate Share of Maintenance Costs.

                 4.20.03 At the end of each Accounting Year the Lessor shall
                 compute the amount of Maintenance Costs for such Accounting
                 Year and the Lessees Proportionate Share thereof.  A statement
                 showing those details shall be submitted to the Lessee stating
                 also the amount of the monthly instalments for the ensuing
                 Accounting Year.

CARE OF
PREMISES         4.21.01 The Lessee shall take good care of the demised premises
                 and keep some in a tidy and healthy condition.

                 4.21.02 The Lessee shall at its own expense be responsible for
                 and shall maintain and replace from time to time as may be
                 reasonably necessary during the term of this lease all light
                 fixtures, tubes, ballasts and starters in the demised premises
                 if Lessee does not maintain to a reasonable business standard.

                 4.21.03 The Lessee shall at its own expense replace or repair,
                 under the direction and to the reasonable satisfaction of the
                 Lessor, the glass, locks and trimmings of the doors and windows
                 in or upon the demised premises which become damaged or broken
                 except any glass, locks or trimmings damaged or broken by the
                 Lessor, its employees, agents or contractors.

                 4.21.04 The Lessee shall not allow any ashes, refuse, garbage
                 or other loose or objectionable materials to accumulate in or
                 about the demised premises.

                 4.21.05 The Lessee shall place in containers of a type approved
                 by the Lessor all garbage and refuse and such containers shall
                 be deposited for pick-up at such times and places as are
                 designated In writing from time to time by the Lessor.

                 4.21.06 The Lessee shall heat the demised premises at its own
                 expense during the term hereof at all times to the extent
                 necessary to prevent damage thereto by frost.

                 4.21.07 Without restricting the generality of clause 4.13,01,
                 the Lessee shall maintain In good operating condition and to
                 the satisfaction of the Lessor any plumbing, heating, and/or
                 air conditioning equipment and fixtures situated within the
                 demised premises and shall keep the same in clean and good
                 working order, if such equipment or fixtures or any part
                 thereof shall be damaged or destroyed become incapable of
                 performing its or their function due to the fault of the
                 Lessee Its employees or any related party, the Lessee shall
                 at its expense repair or replace the same.

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Page 8

QUIET
ENJOYMENT        5.00     The Lessor hereby covenants with the Lessee that the
                 Lessee, paying the rent hereby reserved and performing the
                 covenants hereinbefore on the Lessee's part contained, shall
                 and may peaceably possess and enjoy the demised premises for
                 the term hereby granted without any interruption or disturbance
                 from the Lessor or any other person or persons lawfully
                 claiming by, from or under the Lessor.

TAXES            5.01     The Lessor hereby covenants that it will pay or cause
                 to be paid all property taxes with respect to the demised
                 premises except those directly assessed or charged to or
                 payable by the Lessee or assessed or charged with reference to
                 the use or occupation of the demised premises and except as
                 herein otherwise provided.

LESSOR'S
REPAIR           5.02     The Lessor covenants to repair and maintain the
                 foundation, outer walls and roof of the building in the proper
                 structural repair, and to ensure that the plumbing, sewage,
                 electrical and heating systems are Maintained in good repair
                 and operating condition unless they are located on the demised
                 premises or on the promises of other tenants or occupants, or
                 were furnished or supplied by the Lessee or other tenants or
                 occupiers or a public utility or supplier.

RENTAL CONDITION
OF PREMISES      5.02.01 The Lessor shall ensure that the promises upon
                 occupancy is in good and rentable condition and that all
                 equipment heating, plumbing and electrical systems are in good
                 working order and comply with their design specification.

LESSOR
INSURANCE        5.03 It is understood and agreed that the Lessor shall obtain
                 insurance coverage for fire, extended coverage for malicious
                 damage for the full replacement value of the building and the
                 Improvements erected thereon by The Lessor. Any such insurance
                 shall be for the benefit of both the Lessor and the Lessee and
                 the parties agree that the payment by the Lessee of his
                 proportionate share of maintenance costs under Section 4.20
                 shall constitute payment by the Lessee of his proportionate
                 share of the premium of such insurance.

DAMAGE OR
DESTRUCTION
PREMISES         6.00.01 Provided that if during the term hereby demised or any
                 renewal thereof the demised promises shall be damaged or
                 destroyed by a peril or perils which would be covered by a
                 standard fire insurances policy with Extended Coverage
                 Endorsement attached hereto, the rent shall abate in the
                 proportion that the part of the demised premises rendered unfit
                 for occupancy bears to the whole of the demised premises until
                 the demised premises are rebuilt, and the Lessor agrees that
                 it will with reasonable diligence repair the demised promises
                 unless the Lessee is obligated to repair under the terms hereof
                 or unless this lease is terminated as hereinafter provided;
                 subject always to the provisions of paragraph 6.00.02 and
                 6.00.03.

                 6.00.02 If the demised premises are damaged or destroyed by any
                 cause whatsoever and if in the opinion of the Strata
                 Corporation and the City of Burnaby reasonably arrived at the
                 demised premises cannot be rebuilt or made fit for the purposes
                 of the Lessee within NINETY (90) days of the damage or
                 destruction, the Lessor instead of rebuilding or making the
                 demised premises fit for the Lessee, may, at its option,
                 determine this lease by giving the Lessee within THIRTY (30)
                 days of such damage or destruction notice of termination and
                 thereupon rent and any other payment of which the Lessee is
                 liable under this lease shall be apportioned and paid to the
                 date of such damage or destruction and the Lessee shall
                 immediately deliver up possession of the demised premises
                 to the Lessor.

                 6.00.03 Provided that it the building or part thereof shall be
                 damaged or destroyed and the Lessee shall continue to occupy
                 the demised premises and such damage or destruction shall, in
                 the opinion of the Lessor, materially interfere with the
                 enjoyment of the demised premises by the Lessee, the rent in
                 respect of the demised premises shall abate in proportion to
                 such interference during the period such interference shall
                 continue.

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Page 9

RIGHT TO USE
COMMON AREAS,
ETC.             6.01 The parties agree that during the term of this lease the
                 Lessee and the employees, Agents, customers and invites
                 respectively of the Lessee shall have the rights and shall
                 comply with the provisions set forth in the Second Part of
                 Schedule "A" hereto annexed, subject to any modifications
                 thereto agreed in writing by the parties herein or at any
                 time or times after the execution hereof.

LESSOR'S
RIGHT
TO DO WORK       6.02.01 The Lessor shall have the right to make additions to
                 and/or improvements or installations in and/or repairs to the
                 building and/or the common outside areas and whenever reference
                 is made in this lease to the building or the common areas, it
                 shall mean the building and/or the common outside areas as the
                 same may be changed, added to or Improved from time to time
                 and in relation to any such additions, improvements,
                 installations or repairs, the Lessor may cause such reasonable
                 obstructions of and Interference with use of enjoyment of the
                 building, the demised premises and/or common outside areas as
                 may be reasonably necessary for the purposes aforesaid and may
                 Interrupt or suspend the supply of electricity, water or other
                 services when necessary and until said additions, improvements,
                 installations or repairs shall have been completed and there
                 shall be no abatement in rent nor shall the Lessor be liable by
                 mason thereof provided that all such additions, improvements.
                 Installations or repairs shall be made as expeditiously as
                 reasonably possible.

                 6.02.02 The Lessor and any persons authorized by the Lessor
                 shall have the right to use, install, maintain and/or repair
                 pipes, wires, ducts or other installations in, under or through
                 the demised premises for or in connection with the supply of
                 any services to the demised premises or any other premises in
                 the said building. Such services shall include, without
                 limiting the generality of the foregoing, gas, electricity,
                 water, sanitation, telephone, healing, air conditioning and
                 ventilation.

                 6.02.03 The Lessor and any persons authorized by the Lessor
                 shall have the right to enter upon the demised premises to make
                 such decorations, repairs, alterations, improvements or
                 additions as it may deem advisable and the Lessor or any
                 persons authorized by the Lessor shall be allowed to take all
                 material into and upon the said premises that may be required
                 therefor. The rent hereunder shall In no way abate while such
                 decorations, repairs, alterations, improvements or additions
                 are being made by reason or loss or interruption of the
                 business of the Lessee because at the prosecution of any such
                 work.

LESSOR'S
RIGHT TO
INSPECT AND
PLACE SIGN       6.03 Provided also that during the term hereby created any
                 person or persons may inspect the demised premises and all
                 parts thereof at all reasonable times on producing a written
                 order to that effect signed by the Lessor or its agent.  The
                 Lessor shall have the right during the last THREE (3) months of
                 the said term to place upon the demised premises a notice of
                 reasonable dimensions and reasonably placed so as not to
                 interfere with the business of the Lessee, stating that the
                 demised promises are for rent and further provided that the
                 Lessee will not remove such notice or permit the same to be
                 removed.

LESSOR MAY
PERFORM LESSEE'S
COVENANTS,
ETC.             6.04 If the Lessee shall at any time fall to perform or cause
                 to be performed any one or more of all of the Covenants and
                 obligations of the Lessee in this lease contained the Lessor
                 shall have the right (but shall not be obligated) to perform or
                 cause the same to be performed and to do or cause to be done
                 such things as may be necessary or Incidental thereto
                 (including without limiting the foregoing, the right to make
                 repairs, installations, erections and expend moneys) and all
                 reasonable payments, expenses, charges, fees and disbursements
                 incurred or paid on behalf of the Lessor in respect thereof
                 shall be paid by the Lessee to the Lessor forthwith.

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Page 10

RE-ENTRY         6.05.01 Provided, and it Is hereby expressly agreed, that if
                 and whenever the rent hereby reserved, or any part thereof,
                 shall be unpaid or in the case of the continued breach or non-
                 performance of any of the covenants or agreements therein
                 contained on the part of the Lessee, the Lessor to cure any
                 such default, then and in other of such cases shall be lawful
                 for the Lessor at any time thereafter, may enter into and upon
                 the demised premises or any part thereof, in the name of the
                 whole to re-enter, and the same to have again, repossess and
                 enjoy as of the Lessor's former estate anything herein
                 contained to the contrary withstanding.

                 6.05.02 In case the Lessor shall re-enter the demised premises
                 prior to the expiry of this lease by reason of default by the
                 Lessee hereunder, the Lessee shall be liable to the Lessor for
                 the amount of the rent for the remainder of the term of this
                 Lease as if such re-entry had not been made less the actual
                 amount received by the Lessor altar such re-entry in respect of
                 any subsequent leasing applicable to the remainder of the term.
WAIVER OF
EXEMPTIONS       6.05 In consideration of the premises and of the leasing and
                 letting by the Lessor to the Lessee of the demised premises for
                 the term hereby created (and it is upon that express
                 understanding that these premises are entered into) that
                 notwithstanding anything contained in any Statute or in any
                 statute which may hereafter be passed, none of the goods or
                 chattels of the Lessee at any time during the continuance of
                 the term hereby created on the demised shall be exempt from
                 levy by distress for rent in arrears by the Lessee as provided
                 for in any such Statute or any amendment or amendments thereto,
                 and that upon any claim being made for such exemption by the
                 Lessee or on distress being made by the Lessor this covenant
                 and agreement may be pleaded as an estoppel against the Lessee
                 in any action brought to test the right to the levying, upon
                 any such goods as are named as exempted in any such statute or
                 amendment or amendments thereto: the Lessee waiving as the
                 Lessee hereby does all and every benefit that could or might
                 have accrued to the Lessee under and by virtue of any such
                 statue or any amendment or amendments thereto but for this
                 covenant.

BANKRUPTCY,
ETC.             6.07     If the term hereby granted shall be at any time seized
                 or taken in execution or in attachment by any creditor of the
                 Lessee or if the Lessee shall make any assignment for the
                 benefit of creditors, or becoming bankrupt or insolvent shall
                 take the benefit of any Act that may be in force for bankrupt
                 or insolvent debtors, then in any such case the said term
                 shall, at the option of the Lessor, immediately become
                 forfeited and void and the then current month's rent and the
                 rent for the THREE (3) months next following shall immediately
                 become due and payable and in such case It shall be lawful for
                 the Lessor at any time thereafter into and upon the demised
                 promises, or any part thereof, in the name of the whole to re-
                 renter and the same to have again, repossess and enjoy as of
                 its former estate; anything herein contained to the contrary
                 notwithstanding.

FOLLOW
GOODS            6.08     Provided that in case of removal by the lessee of the
                 goods and chattels of the Lessee from all the premises, the
                 Lessor may follow the some for THIRTY (30) days.

NON-WAIVER       6.09     Any condoning, excusing or overlooking by the Lessor
                 of any default, breach or non-observance by the Lessee at any
                 time or times in respect of any covenant, proviso or condition
                 herein contained shall not operate as a waiver, of the Lessor's
                 rights hereunder in respect of any subsequent default, breach
                 of non-observance nor so as to defeat or affect in any way the
                 rights of the Lessor hereunder in respect of any subsequent
                 default, breach or non-observance.

DATE FOR
OCCUPANCY        6.10     If the demised premises shall not be available for
                 occupancy by the Lessee upon the date of commencement of the
                 term hereby demised, the rent under this lease shall abate
                 until the demised premises are available for occupancy and the
                 Lessor shag not be liable in any way for the consequences of
                 occupancy not being available to the Lessee upon the date of
                 commencement.

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Page 11

HOLDING
OVER             6.11 If at the expiration of the term of this lease the Lessee
                 shall hold over with the consent of the Lessor, the tenancy of
                 the Lessee hereafter shall, in the absence of written
                 agreement to the contrary, be from month to month only at a
                 rental per month equal to ONE TENTH (1/10) of the rental
                 payable for the year immediately preceding such expiration,
                 payable monthly in advance on the FIRST (1st) day of each lease
                 month and shall be subject to all other terms and conditions of
                 this Lease.

REMOVAL OF
FIXTURES, ETC.   6.12     Subject to Clause 4.12 hereof the Lessee may at or
                 prior to the expiration of the term hereby granted, take remove
                 and carry away from the demised premises all fixtures,
                 fittings, shelving, counters or other articles upon the demised
                 premises in the nature of trade or tenants' fixtures, but the
                 Lessee shall in such removal do no damage to the demised
                 premises, or shall make good any damage which the Lessee may
                 occasion thereto provided further that the Lessee shall not
                 remove or carry away from the demised premises any building or
                 plumbing, heating, air conditioning or ventilating plant or
                 equipment or other building services and further
                 notwithstanding anything herein contained the Lessor shall have
                 the right upon the termination of this lease by effluxion of
                 time or otherwise to require the Lessee to remove his
                 installations, alterations, additions, partitions and fixtures
                 or anything in the nature of leasehold improvements made or
                 installed by the Lessee or by the Lessor on behalf of the
                 Lessee and to make good any damage caused to the demised
                 premises by such removal.

IMPOSSIBILITY
OR DELAY IN
PERFORMANCE      6.13     Whenever and to the extent that the Lessor shall be
                 unable to fulfil or shall be delayed or restricted in the
                 fulfilment of any obligation hereunder in respect of the supply
                 or provision of heating, air conditioning, elevator or janitor
                 services, or any other service or utility or the doing of any
                 work by reason of being unable to obtain the material goods,
                 equipment, service, utility or labour required to unable to
                 fulfil such obligation or by reason of any statute, law or
                 order-in-council or any regulation or order passed or made
                 pursuant thereto or by reason of the order or direction of any
                 administrator, controller or board of any governmental
                 department or officer or other authority or by reason of not
                 being able to obtain permission or authority required thereby
                 or by reason of any other cause beyond its control whether of
                 the foregoing character or not, the Lessor shall be relieved
                 from the fulfilment of such obligation and the Lessee shall not
                 be entitled to compensation for any inconvenience, nuisance or
                 discomfort thereby occasioned. There shall be no deduction from
                 the rent by reason of any such failure or cause.

LESSOR NOT
RESPONSIBLE
FOR INJURIES
DAMAGE, ETC.     6.14 The Lessor shall not be responsible in any way for any
                 injury to any person or for any loss of or damage to any
                 property belonging to the Lessee or to other occupants of the
                 demised premises or to their respective invites, licensees
                 agents, servants or other persons from time to time attending
                 at the demised premises while such person or property is in or
                 about the building or any areaways, parking areas, lawns,
                 sidewalks steps, truckways, platforms, corridors, stairways,
                 elevators or escalators in connection therewith, including
                 without limiting the foregoing, any loss of or damage to any
                 such property caused by theft or breakage, or by steam, water,
                 rain or snow which may leak into, issue or flow from any part
                 of the said building or any adjacent or neighbouring lands or
                 premises of from any other place or quarter of for any loss of
                 or damage caused by or attributable to the condition or
                 arrangements of any electric or other wiring or of any damage
                 caused by smoke or anything

<PAGE>
Page 12

NO LIABILITY
FOR INDIRECT
DAMAGE, ETC.     6.15     Under no circumstances shall the Lessor be liable for
                 indirect or consequential damage or damages for personal
                 discomfort or illness by reason of the non-performance or
                 partial performance of any covenants of the Lessor herein
                 contained including the heating of the demised premises or the
                 operation of the air conditioning equipment, elevators,
                 plumbing or other equipment in the said building or the demised
                 premises.

LEASE ENTIRE
AGREEMENT        6.16     There is no promise, representation or undertaking by
                 or binding upon the Lessor, with respect to any alteration,
                 remodelling or decorating of or installation of equipment or
                 fixtures in the demised premises of the building except such,
                 if any, as is expressly set forth or referred to in this lease
                 and this lease contains all the agreements and conditions made
                 between the parties hereto. The terms and content of the
                 Schedules attached hereto are incorporated into this Lease by
                 reference and form an integral part of this Lease.

SUBORDINATION    6.17.01 The Lessee covenants and agrees with the Lessor that
                 the Lessee shall from time to time upon the written request of
                 the Lessor enter into an Indenture (1) subordinating the term
                 hereby demised and the rights of the Lessee hereunder to any
                 mortgage or ground lease, present or future which includes the
                 demised premises or at the option of the Lessor, (11) agreeing
                 that the term hereby demised shall be prior to any such
                 mortgage or ground lease.

                 6.17.02 Notwithstanding any such postponement or subordination
                 as aforesaid the Lessee agrees that its obligations under the
                 lease and pursuant to this indenture shall remain in full force
                 and effect notwithstanding any action at any time taken by a
                 mortgage of the lands to enforce the security of any mortgage;
                 provided however that any postponement or subordination given
                 hereunder shall reserve to the Lessee the right to continue in
                 possession of the demised premises under the ten*ns of this
                 lease so long as the Lessee shall not be in default under such
                 terms.

NOTICES          6.18     Any notices herein provided for or given hereunder if
                 given by the Lessee to the Lessor shall be sufficiently given
                 if personally delivered or mailed in Canada by registered or
                 certified mail, postage prepaid to the Lessor, marked to the
                 attention of the Property Management Department. Any notice
                 herein provided for or given hereunder, if given by the Lessor
                 to the Lessee, shall be sufficiently given if mailed as
                 aforesaid addressed to the Lessee at the demised premises or
                 left at the demised promises. Any notice mailed as aforesaid
                 shall be conclusively deemed to have been given on the SECOND
                 (2nd) business day following the day on which such notice is
                 mailed as aforesaid. Either the Lessor or Lessee may at any
                 time give notice in writing to the other of any change of
                 address of the party giving such notice and from and after the
                 giving of such notice the address therein specified shall be
                 deemed to be the address of such party for the giving of such
                 notices thereafter. The word "notice" in this paragraph shall
                 be deemed to include any request, demand, direction or
                 statement in writing in this lease provided or permitted to be
                 given by the Lessor to the Lessee or by the Lessee to the
                 Lessor.

PAYMENT
TO LESSOR        6.19.01 All payments required to be made by the Lessee under or
                 in respect of this lease shall be made, at such place or places
                 as the Lessor may designate in writing to the Lessor or to such
                 agents of the Lessor as the Lessor shall hereinafter from time
                 to time direct in writing to the Lessee- The Lessee shall pay
                 to the Lessor interest at EIGHTEEN (18%) percent per annum on
                 all payments of rent and other sums required to be made under
                 the provisions of this lease which have become overdue so long
                 as such payments remain.

<PAGE>
Page 13

FULLY NET
LEASE            7.00     It is the intent of this Lease, and agreed to by the
                 parties hereto, that all and every cost, expense, rate, tax or
                 charge in any way related to the demised premises and to the
                 Lessee's share of Maintenance Costs and other expenses herein
                 provided for to be paid by the Lessee will be borne by the
                 Lessee without any variation, setoff, or deduction whatsoever,
                 except only:

                 (a)  Any income tax or taxes, other than business tax, imposed
                      or levied by an authority whatever, on the income received
                      by the Lessor from the demised premises.

                 (b)  repairs specified in Clause 5.02.

                 (c)  negligence an the part of the Lessor.

                 (d)  such other expenses and outgoings in respect to the
                      building or the lands as are expressly provided herein to
                      be for the account of the Lessor, only, and,

                 (e)  apportionment or abatement of rent as in this Lease
                      expressly provided for.

AMENDMENTS
IN WRITING       7.01     No assent or consent to changes in or waiver of any of
                 the terms and conditions of this indenture in spirit or letter
                 shall be deemed or taken as made unless the same be done in
                 writing and attached to or endorsed herein by the Lessor; the
                 Lessor's janitors, superintendents and/or agents (unless such
                 agents are authorized in writing by the Lessor) are not
                 authorized to amend this indenture and any alterations,
                 amendments or qualifications made by the said Lessor's
                 janitors, superintendents and/or agents (unless such agents are
                 so authorized) shall be null and void.

MARGINAL
NOTES:           7.02     The marginal notes in the lease form no part of this
                 lease and shall be deemed to have been inserted for convenience
                 of reference only.

DEFINITIONS:     7.03     Unless the context otherwise requires the word
                 "Lessor" wherever it is used herein shall be construed to
                 include and shall mean the Lessor, its successors and/or
                 assigns and the word "Lessee" shall be construed to include and
                 shall mean the Lessee and the executors, administrators,
                 successors and/or assigns of the Lessee and when there are two
                 or more Lessees or two or more persons bound by the Lessee's
                 covenants herein contained their obligations hereunder shall be
                 joint and several, the word "Lessee" and the personal pronoun
                 "it" relating thereto and used therewith shall be read and
                 construed as Lessees and "his", "hers", "its" or "their",
                 respectively, as the number and gender of the party or parties
                 referred to each require and the number of the verb agreeing
                 therewith, shall be construed and agree with the said word or
                 pronoun so substituted.

OPTION TO
RENEWAL          8.00     The Lessor covenants that if the Lessee is not
                 habitually in default and the Lessee performs the obligations
                 and conditions herein contained the Lessor will, upon the
                 request of the Lessee given to the Lessor at least SIX (6)
                 months prior to the expiration of the term will hereby grant to
                 the Lessee a renewal lease for the demised premises for a term
                 of TWO (2) years upon the same terms and conditions as herein
                 contained.

<PAGE>
Page 14

IN WITNESS WHEREOF the parties hereto have executed this indenture by affixing
their signatures or, where a party is a corporation, by affixing its corporate
seal duly attested by its proper officer(s) in that behalf.

FOR AND ON BEHALF OF THE LESSOR:
DIJON TRADING (CANADA) INC.


Per      /s/ signature                                   /s/ Krista Little
---------------------------------------         --------------------------------
                                                 Witness


FOR AND ON BEHALF OF THE LESSEE:
CANTRONIC Systems Inc.


Per      /s/ signature                                   /s/ signature
---------------------------------------         --------------------------------
July 14, 1998                                   Witness

<PAGE>

                                  SCHEDULE "A"
                                  ------------

                          REFERRED TO IN ANNEXED LEASE
                          ----------------------------


PART I The premises are that part of the building known as 116- 3823 Henning
Drive, Burnaby, BC-

       The demised premises shall exclude the outside face of all perimeter
       walls of the demised premises but shall include glass in said perimeter
       walls. The demised premises shall include all installations, fixtures
       and furnishings and other amenities situate in the demised premises.

PART II The Lessee and the employees, agents, customers and invitees
       respectively of the Lessee shall (subject as provided in said lease) have
       the following rights as appurtenant to the demised premises in common
       with all others from time to time entitled thereto:

       (a)  The right to use the driveways situate upon the lands described in
            Part I hereof for the purpose of access to and egress from the
            demised premises.

       (b)  The right to park his passenger motor vehicles and those of his
            employees and customers upon the lands described in Part I hereof.
            The location and number of parking spaces for the use of the
            Lessee, its employees and customers shall be determined by the
            Lessor from time to time.

       Notwithstanding anything in this lease contained, the Lessor shall have
       the right to make such changes and improvements as the Lessor may from
       time to time determine in respect of the said driveways and parking areas
       including the right to change the size and shape thereof and to erect
       additions to the said building or lease or sell part of the lands
       described in Part I hereof. Provided that such changes shall not deny the
       Lessee reasonable access to its premises.


<PAGE>

                                  SCHEDULE "C"

                             STRATA TITLE PROVISIONS

If the demised premises consist of a strata titled condominium unit, then the
following provisions shall apply to the Lease:

1.   the Tenant shall pay and reimburse the Landlord for any and all maintenance
     fees, levies and assessments; payable to the Owners, Strata Plan (the
     "Strata Corporation") from time to time in respect of the Leased Premises,
     including special levies for contingencies or budget shortfalls of the
     Strata Corporation and all interest and penalties thereon;

2.   the Tenant hereby acknowledges receipt of a copy of the bylaws and
     regulations of the Strata Corporation and covenants to observe and perform
     any and all bylaws and regulations of the Strata Corporation regarding the
     use of the common areas and the demised premises. The Tenant shall
     indemnify and save the Landlord harmless from any and all liability,
     expense, claim or loss arising from the Tenant's breach of this provision.
     The Tenant shall execute and deliver to the Landlord from time to time a
     Form D Undertaking in favour of the Strata Corporation;

3.   the Tenant acknowledges that the Strata Corporation shall be responsible
     for the maintenance and repair of the structure, root sewers, drains,
     electrical service, and common areas of the building within, which the
     demised premises are located, and that the Landlord shall have no
     liability to the Tenant related to such maintenance except to give notice
     to the Strata Corporation of the need for rep airs when reasonably
     required.

4.   The terms of this Article constitute an integral part of the Lease.



<PAGE>

                                  EXHIBIT "  "

                   SCHEDULE TO NOTIFICATION OF CHANGE BY-LAWS

                             BRIDGE BUSINESS CENTRE

The bylaws of the Strata Corporation shall be as set out in Part 5 of the
Condominium Act (the "Bylaws') amended as set out below:

The following by-laws shall be added:

Section 134 Exterior Appearance
-------------------------------

1.   No signs, fences, gates, billboards, placards, advertising or notices of
     any kind shall be erected or displayed on the common property or limited
     common property or a strata lot without prior written approval by the
     strata council.

2.   No awning, shade screen, smoke stack, satellite dish, radio or television
     antenna shall be hung from or attached the exterior of a strata lot without
     prior written consent of the strata council.

3.   Drapes or blinds visible from the outside of the building shall be neutral
     in colour, or as approved by the strata council.

4.   The ground floor glazing is designed to permit the substitution of glass
     doors for existing window panels in certain locations. Such changes to the
     exterior appearance of the building are permitted, provided such new doors
     are identical to the existing doors.

5.   The building is designed to accommodate business zone signage as per the
     Developer's comprehensive signage program. Changes to such signage are
     permitted, provided they comply with the comprehensive signage program.

Section 136 - Additional Provisions
-----------------------------------

1.   Any maintenance or alteration to a strata lot fire stand pipe system or
     fire alarm system shall be carried out by the company retained by the
     strata corporation to maintain the building stand pipe system and fire
     alarm system.

2.   An owner or occupant shall not bring onto or store in a strata lot or the
     common property and item which will in any way increase or tend to increase
     the risk of fire or the rate of fire insurance or any other insurance
     policy held by the strata corporation or which will invalidate any
     insurance policy.

3.   No enclosures of limited common property or other structural alterations
     either to the interior of the strata lot or the exterior of the common
     property shall be made, nor any other service altered or supplemented
     within any walls or on the common property without prior written consent
     of the strata council.

<PAGE>
Page 2

4.   An owner or occupant of any strata lot shall not perform any acts or carry
     on any practice which may injure any strata lot, building, common property
     or common facility or be a nuisance to any other owner.

5.   An owner or occupant shall not burn anything in or about his strata lot,
     limited common property and common facility or anywhere within the confines
     thereof.

6.   An owner or occupant shall not keep or display any merchandise on or
     otherwise obstruct any part of the common property or common facility
     except as is specifically permitted by the strata council.

7.   An owner or occupant shall not keep merchandise, supplies, manuals,
     garbage, refuse or other chattel on any strata lot loading dock for more
     than 12 hours, or in any common area or facility for more than 30 minutes.
     Notwithstanding the generality of the foregoing this includes but is not
     limited to pallets, trailers, boxes, packing crates etc.

8.   An owner or occupant shall not overload the floors of any building and, in
     any event, floor loading shall not exceed 250 pounds per square foot evenly
     distributed for ground floor warehouse areas (generally two storey high
     areas), 100 pounds per square foot for ground floor office areas (generally
     one storey high areas), and 50 pounds per square foot for second floor
     areas. The preceding floor loadings may be revised providing the owner or
     occupant reinforces the floor structure under the direction of a licenced
     structural engineer and, with the approval of the strata council.  In
     situations where there is a separate strata lot underneath the subject lot,
     the owner or occupant shall also obtain the approval of the strata of the
     lot below.

9.   An owner or occupant shall place garbage or refuse in containers approved
     by the strata council or shall remove such garbage or refuse, from the
     common property pursuant to item 7 of these additional by-laws.

10.  An owner or occupant use only the parking spaces assigned to his strata
     lot, save and except for private  arrangements with other owners for the
     use of parking spaces assigned to such other owners. Assigned space(s)
     shall not be leased or rented to a non-owner.

11.  The user of each parking space will be responsible for the cleaning of any
     excessive oil spills in the parking space. Continuous oils spills will
     result in prohibition from parking an common property until the vehicle is
     repaired.

12.  Parking is only permitted in a designated parking space, and shall not
     reduce the width of an access driveway. Any vehicle which does not comply
     with this paragraph maybe removed at the owner's expense.

13.  An owner or occupant shall not cause damage to trees, plants, bushes,
     flowers or lawns and shall not place chairs, tables or other objects on
     lawns or grounds so as to damage them or prevent growth.

<PAGE>
Page 3

14.  No advertising for the resale or rental of a strata lot shall be permitted
     within the boundaries of the  strata corporation without the prior consent
     of the strata council. The strata council shall provide for a central
     resale directory board adjacent to the entry and shall ensure that
     individual resale signage is restricted to notification, in such directory.

15.  Where the strata corporation is required to enter a strata lot for the
     purpose of maintaining, repairing or renewing pipes, wires, cables and
     ducts for the time being existing in the strata lot and capable of being
     used in connection with the enjoyment of any other strata lot or the common
     property, the strata corporation and its agents shall in carrying out any
     work or repairs do so in a proper and workmanlike manner and shall make
     good any damage to the strata lot occasioned by such works and restore the
     strata to its former condition, leaving the strata lot clean and free from
     debris.

16.  Any owner of a strata lot who leases his lot without submitting a Form D in
     accordance with the Condominium Act shall be liable to a fine of $250.00
     for every month or part thereof that a tenant is in occupancy of the lot
     and the Form D is not submitted.

17.  A fine of $50.00 may be levied against any owner whose payment for
     maintenance charges, fines, special assessment or any other charges levied
     against the owner for a particular month have not been received by the
     strata corporation by the 5th day of that month. A fine of $50.00 may be
     levied against an owner for each infraction or violation of any other by-
     law or rule regulation of the strata corporation. The fines may be
     increased by ordinary resolution of the strata corporation.

18.  The use and occupancy of individual strata lots is governed by Specific
     Comprehensive Development Zoning Regulations approved by the City of
     Burnaby, which takes into consideration the number of parking stalls
     available on the property. Any proposed changes in use or occupancy from
     the adopted Comprehensive Development Zoning Regulations made by the owner
     or occupier of any strata lots must comply with the applicable Zoning
     Regulations.

19.  An owner shall not change its use of a strata lot if such change in use
     would increase the number of parking stalls required by the City of
     Burnaby's zoning bylaws as a condition of such use from the number of
     parking stalls required for the use then in effect without the prior
     written consent of the strata corporation and, during the time the owner-
     developer of the strata corporation is the owner of any lots, the owner-
     developer.

These by-laws shall be read and construed in conjunction with the By-laws and,
except as modified and amended by these amendments, the by-laws shall continue
in full force and effect.


<PAGE>

                                    Exhibit A

                 Bridge Business Centre -- Phase 2              DRAFT
                 Estimated Operating Budget

                                             Unit
                            Unit    S.L.  Entitlement   Monthly Fee
                   -------------------------------------------------------------
  3823 Henning Dr.          A101     1       2,565       113.04
                   -------------------------------------------------------------
                            A102     2       1,819        60.16
                   -------------------------------------------------------------
                            A103     3       1,407        62.01
                   -------------------------------------------------------------
                            A104     4       1,477        65.09
                   -------------------------------------------------------------
                            A105     5       1,143        50.37
                   -------------------------------------------------------------
                            A106     6       2,026        89.37
                   -------------------------------------------------------------
                            A107     7       1,889        83.25
                   -------------------------------------------------------------
                            A108     8       2,072        91.31
                   -------------------------------------------------------------
                            A109     9       2,035        89.68
                   -------------------------------------------------------------
                            A110    10       2,134        94.05
                   -------------------------------------------------------------
                            A111    11       2,860       126.04
                   -------------------------------------------------------------
                            A112    12       1,506        66.37
                   -------------------------------------------------------------
                            A113    13       1,328        58.53
                   -------------------------------------------------------------
                            A114    14       1,342        59.14
                   -------------------------------------------------------------
                            A115    15       1,327        58.48
                   -------------------------------------------------------------
                            A116    16       1,506        66.37
                   -------------------------------------------------------------
                            A117    17       3,235       142.57
                   -------------------------------------------------------------
                            A118    18       2,006        88.41
                   -------------------------------------------------------------
                            A119    19       1,889        83.25
                   -------------------------------------------------------------
                            A120    20       2,073        91.36
                   -------------------------------------------------------------
                            A121    21       2,604       114.76
                   -------------------------------------------------------------
                            A122    22       2,117        93.30
                   -------------------------------------------------------------
                            A123    23         927        40.85
                   -------------------------------------------------------------

                   -------------------------------------------------------------
                            A202    24       1,977        87.13
                   -------------------------------------------------------------
                            A203    25       1,493        65.80
                   -------------------------------------------------------------
                            A204    26       1,542        67.96
                   -------------------------------------------------------------
                            A205    27       1,228        54.12
                   -------------------------------------------------------------
                            A211    28       3,053       134.55
                   -------------------------------------------------------------
                            A212    29       1,604        70.69
                   -------------------------------------------------------------
                            A213    30       1,107        48.79
                   -------------------------------------------------------------
                            A214    31       1,107        48.79
                   -------------------------------------------------------------
                            A215    32       1,107        48.79
                   -------------------------------------------------------------
                            A216    33       1,604        70.69
                   -------------------------------------------------------------
                            A217    34       3,427       151.03
                   -------------------------------------------------------------
                            A221    35       2,775       122.30
                   -------------------------------------------------------------
                            A223    36       1,181        52.05
                   -------------------------------------------------------------

                   -------------------------------------------------------------
3833 Henning Dr.            D101    37       1,758        77.48
                   -------------------------------------------------------------
                            D102    38       1,188        52.36
                   -------------------------------------------------------------
                            D103    39       1,188        52.36
                   -------------------------------------------------------------
                            D104    40       2,150        94.75
                   -------------------------------------------------------------
                            D105    41       2,171        95.68
                   -------------------------------------------------------------
                            D106    42       1,580        69.63
                   -------------------------------------------------------------
                            D107    43       1,184        52.18
                   -------------------------------------------------------------

                   -------------------------------------------------------------
                            D201    44       1,841        81.13
                   -------------------------------------------------------------
                            D202    45       1,273        56.10
                   -------------------------------------------------------------
                            D203    46       1,273        56.10
                   -------------------------------------------------------------
                            D204    47       2,288       100.83
                   -------------------------------------------------------------
                            D205    48       2,253        99.29
                   -------------------------------------------------------------
                            D206    49       1,592        70.16
                   -------------------------------------------------------------
                            D207    50       1,504        66.28
                   -------------------------------------------------------------


                       Total Entitlement    89,737

                       Total Monthly Budget          3,954.75
                       Total Annual Budget          47,457.00

                       Average Annual Fee per Square Foot of Unit Area     $0.53


<PAGE>

                                     FORM D

                              TENANT'S UNDERTAKING
                                  (Section 46)



             ______________________________________________________
                          (Name of Strata Corporation)

TO:     The Owners, Strata Plan LMS 3179
                                --------

RE:     Strata Lot # 16     Unit # 116
                    -----         ------

I have agreed (or am about to agree) with the owner of this strata lot to rent
it from month to month (for a period of _____ years) from ____________________,
19______, and do jointly and severally covenant with you that I shall at all
times during the period of my tenancy (lease) comply with the provisions of the
condominium Act, and any House Rules, Regulations or Bylaws, all as amended from
time to time, in so far as they affect me as tenant and occupier of the strata
lot.

WITNESS:                                  TENANT:

___________signature_________________     ______________________________________
(NAME OF WITNESS)                         (NAME OF TENANT) PLEASE PRINT


_____________________________________     ______________________________________
(ADDRESS)                                 HOME PHONE NO.      WORK PHONE NO.


___________signature_________________     ______________________________________
(SIGNATURE)                               (SIGNATURE)

THE ADDRESS TO WHICH ANY NOTICES TO THE REGISTERED OWNER OF THE STRATA LOT SHALL
BE DELIVERED IS:

_______________________________________________________________________________


_______________________________________________________________________________



<PAGE>


Exhibit 10.2


                                LETTER OF INTENT

This Letter of Intent is entered into on this 25th day of January, 2001, between
Cantronics Corporation, a Nevada Corporation ("CNTR" or the "Buyer") and Ron
Newport owned companies as defined below ("RON" or the "Seller"), and
collectively known as the "Parties."

WHEREAS, Ron Newport is the owner or beneficial owner of the following
companies:
     Condition Monitoring Training Institute Inc (CMTI)., Kamloops, BC, Canada
     Academy of Infrared Thermography, Inc.(AIRT), Bellignham, Washington, US
     Associated Condition Monitoring Technologies Inc. (Associated), 13C, Canada
     Cybernet Media Corporation (Cybernet), 13C, Canada
     583273 BC Ltd DBA Infraview (Infraview), 13C, Canada; collectively as a
     group referred as RON

WHEREAS both CNTR and RON desire to merger their business together under
CANTRONICS
Corporation.

WHEREAS, the Parties to the within transaction in executing this Letter of
Intent desire to enter into a definitive written Acquisition Agreement followed
by a merger for stock by and between the two Parties subject to the satisfactory
completion of the CNTR's ongoing investigation of RON's business, as well as
approval by CNTR's Board of Directors in addition to the investigation by RON of
CNTR's business and approval by the Board of Directors of RON.

NOW THEREFORE, in consideration of the above representations the Parties to the
within transaction agree as follows:

1. AGREEMENT

The parties have reached following agreement:

1.   CNTR will issue to Ron Newport or his assignees 2.75 million shares of
     its common stock in exchange for the following: 100% ownership of Condition
     Monitoring Training Institute Inc., 100% ownership of Academy of Infrared
     Thermography, Inc.; and all tangible assets of Associated Condition
     Monitoring technologies Inc., Cybernet Media Corporation, and 583273 BC
     Ltd. DBA Infraview. In addition to the shares, RON will be entitled to an
     annual royalty payment for 5 years at a rate equals to 5% of the revenue
     generating from those courses currently offered by RON.
2.   CNTR common stock issued to RON and his assignees are conditional on a)
     the net tangible assets of the two companies - CMTI and AIRT are maintained
     at the level as shown on financial statements as of Oct. 31, 2000; b) the
     businesses have been operated normally with no adverse effect to the values
     of these business. These shares are subject to a 3 year holdup period for
     1.5 million shares and 5 year holdup for 1.25 million shares.
3.   Ron needs to be responsible for any tax and legal aspects regarding these
     companies and intercompany holdings.
4.   Ron shall accept Employment with CNTR or its Canadian operating subsidiary
     for 5 years with option to extend it up to an additional 5 years on
     positions and duties assigned. Detailed Employment contract to be arranged.
     As an employee of CNTR or its Canadian subsidiary, Ron Newport will receive
     in salary payable 75,000.00 in cash and 25,000.00 in shares. Ron Newport

<PAGE>
Page ii

     will also be entitled to management bonus, stock option and other employee
     benefits with detailed to be specified on Ron Newport's employment
     agreement.
5.   Ron needs to clear up the intercompany loans and the business of
     Associated, Cybernet and Infraview are to be wound down and liquidated.
6.   Dennis Hewins will continue to manage the business of CMTI and AIRT. The
     business scope of these companies will be extended to manage the
     Information side of the CNTR's business including but not limited to
     Infrared Thermography training, Other Condition Monitoring technologies
     training & website information exchange.
7.   Ron Newport will have access to the courses materials developed by AIRT
     and CMTI after 3 years once he is no longer with the CNTR.
8.   Ron and Dennis are to run the business of the two companies diligently
     before the final closing. If there is any adverse condition developing,
     should inform Cantronic immediately.
9.   Ron and Dennis should disclose any existing long term contract and should
     refrain from entering any long term contract and major purchase commitment
     for the companies.

The payment of the consideration shall follow the following schedule:

     a. Within three business days of the Parties signing of the Letter of
Intent a definitive acquisition and merger agreement shall be prepared by
Buyer's counsel and forwarded to Seller for review;
     b. Buyer's counsel and Seller's counsel shall coordinate the exchange of
due diligence documents to be outlined in the Merger Agreement;
     c. The closing for the Merger shall be set for 1:00 PM on February 2, 2001
at Cantronic Systems Inc. Burnaby corporate office.

2. REPRESENTATIONS AND WARRANTIES OF BUYER AND SELLER

     a. Representations of Seller: Seller shall make comprehensive
representations and warranties to the Buyer in the Acquisition Agreement, and
would provide comprehensive covenants, indemnities and other protections for the
benefit of the Buyer;
     b. Representations of the Buyer: Buyer shall make comprehensive
representations and warranties to the Seller in the Acquisition Agreement, and
would provide comprehensive covenants, indemnities and other protections for the
benefit of the Seller.

3. ACCESS

     During the period from the date of signing of this Letter of Intent until
the closing date for the Merger Agreement, the Seller shall afford the Buyer
full and free access to its personnel, properties, contracts, books and records,
and any and all other relevant documents entered into by Seller during the
ordinary course of business from the Seller's date of incorporation. During the
period from the date of signing of this Letter of Intent until the closing date
for the Merger Agreement, the Buyer shall afford the Seller full and free access
to its personnel, properties, contracts, books and records, and any and all
other relevant documents entered into by Buyer during the ordinary course of
business from the Buyer's date of incorporation.


<PAGE>
Page iii

4. EXCLUSIVE DEALING

     Subsequent to the signing of the within Letter of Intent and extending
until February 2 "d , 2001, the closing the Parties agree to:

     a. Buyer will not and will not cause Seller to, directly or indirectly
through any representative or otherwise, solicit or entertain offers from,
negotiate with or in any manner encourage, discuss, accept, or consider any
proposal of any other person relating to the acquisition of the Shares, Seller's
assets or business, in whole or in part, whether directly or indirectly, through
purchase, merger, consolidation, or otherwise (other than transactions in the
ordinary course of business such as sale of inventory);

     b. Seller shall immediately notify the Buyer regarding any contact by and
between the Buyer and Seller, or their respective representatives and any other
person regarding any such offer of proposal or any related inquiry.

5. CONDUCT OF BUSINESS

     During the period from the Signing of the Letter of Intent and the Closing
for the Merger Agreement both Buyer and Seller agree to operate their businesses
in the ordinary course of business and to refrain from any extraordinary
transactions such as:
    a. Sales of stock and/or issuance of stock by either Buyer or Seller;
    b. Acquisition and/or sale of assets that would significantly affect the
post-merger value of the merged entity.

6. CONFIDENTIALITY

     Except and as to the extent required by law, the Buyer will not disclose or
use, and will direct its representatives not to disclose or use to the detriment
of the Seller, any Confidential Information with respect to the Seller
furnished, or to be furnished, by Seller or its representatives to the Buyer or
its representatives at any time or in any manner other than in connection with
its evaluation of the transaction proposed in this letter. For purposes of this
Paragraph, "Confidential Information" means any information stamped
"Confidential" or identified in writing as such to the Buyer by the Seller
promptly following its disclosure, unless (a) such information is already known
to the Buyer or its representatives or to others not bound by a duty of
confidentiality or such information becomes publicly available through no fault
of the Buyer or its representatives, (b) the use of such information is
necessary or appropriate in making any filing or obtaining any consent or
approval required for the consummation of the possible Acquisition, or (c) the
furnishing or use of such information is required by or necessary or appropriate
in connection with legal proceedings. Upon the written request of the Seller,
the Buyer will promptly return to the Seller or destroy any Confidential
Information in its possession and certify in writing to the Seller that it has
done so.


<PAGE>
Page iv

7. DISCLOSURE

     Except as and to extent required by law, without the prior written consent
of the other Party, neither the Buyer nor Seller will, and each will direct its
representatives not to make, directly or indirectly, any public comment,
statement, or communication with respect to, or otherwise to disclose or to
permit the disclosure of the existence of discussions regarding a possible
transaction between the Parties or any of the terms, conditions, or other
aspects of the transaction proposed in this letter. If a Party is required by
law to make any such disclosure, it must first provide to the other Party the
content of the proposed disclosure, the reasons that such disclosure is required
by law, and the time and place that the disclosure will be made. The parties
recognize and agree that Seller is entitled to make disclosures concerning this
possible Acquisition.

8. COSTS

     The Buyer and Seller will be responsible for and bear all of their own
costs and expenses (including any broker's or finder's fees and the expenses of
its representatives) incurred at any time in connection with pursuing or
consummating the Possible Acquisition/Merger.

9. ENTIRE AGREEMENT

     The Binding Provisions constitute the entire agreement between the parties,
and supersede all prior oral or written agreements, understandings,
representations and warranties, and courses of conduct and dealing between the
parties on the subject matter hereof.

10. MODIFICATION

     This Letter of Intent and any subsequent agreements may only be modified by
an instrument in writing duly executed and approved by the parties herein.

11. GOVERNING LAW

     This Agreement shall be governed by the Laws of the State of Nevada.

12. DISPUTES

     The parties herein agree that the in the event of legal action brought by
either party to enforce the provisions of this Letter of Intent that said action
shall be brought in the State of Nevada, County of Clark or the appropriate
United States District Court for the District of Nevada located in Clark County,
Nevada. The parties consent to the jurisdiction of such courts in any action or
proceeding and waives any objection to venue laid therein.

13. TERMINATION

<PAGE>
Page v

     Either party to the within Letter of Intent has the right to terminate this
agreement at any time prior to February 2nd, 2001 upon written notice,
unilaterally, for any reason or no reason, with or without cause at any time.
Upon termination of the Binding Provisions, the parties will have no further
obligations hereunder.

14. COUNTERPARTS

     This Letter of Intent may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Letter and all of which,
when taken together, will be deemed to constitute one and the same agreement.

15. NO LIABILITY

     The paragraphs and provisions of this Letter do not constitute and will not
give rise to any legally binding obligation on the part of any of the Parties
until such time as the Parties enter into a definitive Acquisition Agreement.

     If you are in agreement with the foregoing, please sign and return one copy
of this letter agreement, which thereupon will constitute our agreement with
respect to the subject matter.

Very truly yours,

CANTRONICS CORPORATION

By:      /s/ James Zahn
   -----------------------
     James Zahn
     President

Duly executed and agreed as to the Binding Provisions on   Jan 25th     , 2001.
                                                         ---------------

RON Newport and companies

By:     /s/ Ron Newport
   -------------------------------
Name:          RON NEWPORT
     -----------------------------
Title:     Owner
     -----------------------------

Duly executed and agreed as to the Binding Provisions on   Jan 25th     , 2001
                                                         ---------------

<PAGE>

Exhibit 21.1

LIST OF SUBSIDIARIES OF CANTRONICS CORPORATION

Cantronic Systems Inc.
116-3 823 Henning Drive
Burnaby, British Columbia
Canada
V5C 6P3

Tel:  (604) 294-6588
Fax:  (604) 294-6518

Condition Monitoring Training Institute, Inc.
2955 Westsyde Road
Kamloops, British Columbia
Canada
V2B 7E7

Tel:  (250) 579-7677
Fax:  (250) 579-5390

Academy of Infrared Thermography, Inc.
177 Telegraph Road, Suite 720
Bellingham, WA
USA
98226

Tel:  (360) 676-1915

<PAGE>

                                         F-1

                                   Cantronics
                                   Corporation
                                   (formerly Solo &
                                   Hurst, Inc.)

                                   Consolidated Financial Statements

                                   For the years ended January 31, 2001 and
                                   2000
                                   (Amounts stated in US Dollars)


<PAGE>

                                         F-2
                                   Cantronics Corporation
                                   (formerly Solo & Hurst, Inc.)

                                   Consolidated Financial Statements

                                   For the years ended January 31, 2001 and 2000
                                   (Amounts stated in US Dollars)

                                                                        Contents
--------------------------------------------------------------------------------

Independent Auditors' Report

Consolidated Financial Statements

   Balance Sheets

   Statements of Operations

   Statements of Changes in Stockholders' Deficit

   Statements of Cash Flows

   Summary of Significant Accounting Policies

   Notes to the Financial Statements


<PAGE>

                                         F-3

================================================================================
                                                    Independent Auditors' Report
--------------------------------------------------------------------------------

To the Directors and Stockholders of
Cantronics Corporation (formerly Solo & Hurst, Inc.)

We have audited the Consolidated Balance Sheets of Cantronics Corporation
(formerly Solo & Hurst, Inc.) as at January 31, 2001 and 2000 and the
Consolidated Statements of Operations, Changes in Stockholders' Deficit and Cash
Flows for the years then ended.  These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with United States generally accepted
auditing standards.  Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at January 31, 2001
and 2000 and the results of its operations and its cash flows for the years then
ended in accordance with United States generally accepted accounting principles.

/s/ BDO DUNWOODY LLP

Chartered Accountants

Vancouver, Canada
April 7, 2001


<PAGE>

                                         F-4

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
                                                     Consolidated Balance Sheets
                                                  (Amounts stated in US Dollars)

January 31                                                2001         2000
                                                           (a)
--------------------------------------------------------------------------------

Assets
Current
     Cash                                              $    86,035  $      -
     Short-term deposits                                   185,189      363,535
     Investments (Note 4)                                  242,078         -
     Accounts receivable (Note 11)                          98,386      369,307
     Inventory                                             145,843         -
     Prepaid expenses                                        2,001         -
                                                       ------------------------

                                                           759,532      732,842

Property and equipment (Note 5)                             63,037       64,141
Deferred income taxes (Note 10)                             29,041       16,790
                                                       ------------------------
                                                       $   851,610  $   813,773
================================================================================

Liabilities and Stockholders' Deficit

Liabilities

Current
     Bank overdraft (Note 3)                           $      -     $    19,489
     Accounts payable                                      170,193      360,377
     Accrued liabilities                                    55,272        7,054
     Customer deposits                                     383,240      259,179
     Due to related parties (Note 6)                       281,826      272,130
                                                       ------------------------
                                                           890,531      918,229
                                                       ------------------------

Stockholders' deficit
Share capital
     Authorized
        5,000,000    preferred shares with a par value
                     $0.001 each
       90,000,000    common shares with a par value
                     $0.001 each
     Issued
       60,000,000    (2000 - 59,000,000) common
                     shares                                 60,000       59,000
     Distributions in excess of par value                  (59,865)     (58,865)
     Accumulated deficit                                   (54,213)    (101,454)
     Accumulated other comprehensive income (loss)          15,157       (3,137)
                                                       ------------------------
                                                           (38,921)    (104,456)
                                                       ------------------------
                                                       $   851,610  $   813,773
================================================================================

(a) Represents the financial position of Cantronic Systems Inc. (Note 2)

   The accompanying summary of significant accounting policies and notes are an
               integral part of these consolidated financial statements.


<PAGE>

                                         F-5

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
                                           Consolidated Statements of Operations
                                                  (Amounts stated in US Dollars)

For the years ended January 31                            2001         2000 a
--------------------------------------------------------------------------------

Sales (Note 11)                                        $ 1,113,392  $ 1,618,656

Cost of sales                                              785,897    1,343,685
                                                       ------------------------

Gross profit                                               327,495      274,971

Expenses
     Advertising and promotion                               2,699        1,119
     Depreciation                                           18,230       14,240
     Office and miscellaneous                               23,997       11,949
     Professional fees                                      72,218        6,891
     Rent                                                   27,378       47,916
     Research and development (Note 8)                      56,315       47,165
     Travel and business development                        15,690       16,345
     Wages and employee benefits                            89,476       42,060
                                                       ------------------------

                                                           306,003      187,685
                                                       ------------------------

Income from operations                                      21,492       87,286
Other income
     Realized gain on sale of investments                   13,604         -
                                                       ------------------------

Income before income taxes                                  35,096       87,286

Income taxes - deferred (recovery) (Note 10)               (12,145)      22,142

Net income for the year                                $    47,241  $    65,144
================================================================================

Earnings per share                                     $     0.001  $     0.001
                                                       ========================

Weighted average shares outstanding                     59,117,808   59,000,000
================================================================================

(a) Represents the results of operations of Cantronic Systems Inc. (Note 2)

The accompanying summary of significant accounting policies and notes are an
integral part of these consolidated financial statements.


<PAGE>

                                         F-6

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
   Statements of Changes in Stockholders' Deficit (Amounts stated in US Dollars)
<TABLE>
<CAPTION>
                                                                                                  Accumulated
                                                                                                        Other
                                                                 Distributions                   Comprehensive             Total
                                      Common Stock                   in excess     Accumulated          Income     Stockholder's
                                  Shares        Amount            of par value         Deficit          (Loss)           Deficit
-----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>             <C>                  <C>           <C>               <C>
Balance, February 1, 1999                1    $        135    $        -           $   (166,598) $     2,218       $    (164,245)
Adjustment to reflect the
 recapitalization of Cantronic
 Systems Inc. (Note 2)          58,999,999          58,865          (58,865)               -            -                   -
                                ------------------------------------------------------------------------------------------------
                                59,000,000          59,000          (58,865)           (166,598)       2,218            (164,245)
                                                                                   ---------------------------------------------
Net income for the year               -               -                -                 65,144         -                 65,144
Foreign exchange translation
 adjustment                           -               -                -                   -          (5,355)             (5,355)
                                                                                   ---------------------------------------------
   Total comprehensive income         -               -                -                 65,144       (5,355)             59,789
                                ------------------------------------------------------------------------------------------------
Balance, January 31, 2000       59,000,000          59,000          (58,865)           (101,454)      (3,137)           (104,456)
Adjustment for the stockholders'
 equity of the Company at the
 acquisition date (Note 2)       1,000,000           1,000           (1,000)               -            -                   -
                                60,000,000          60,000          (59,865)           (101,454)      (3,137)           (104,456)
                                                                                   ---------------------------------------------
Net income for the year               -               -                -                 47,241         -                 47,241
Foreign exchange translation
 adjustment                           -               -                -                   -             275                 275
Unrealized gains on
 avail able-for-sale securities
 (net of $5,231 of deferred
 income taxes) (Note 4)               -               -                -                   -          18,019              18,019
                                                                                   ---------------------------------------------
   Total comprehensive income         -               -                -                 47,241       18,294              65,535
                                ------------------------------------------------------------------------------------------------
<S>                             <C>           <C>             <C>                  <C>           <C>               <C>
Balance, January 31, 2001       60,000,000    $     60,000    $     (59,865)       $    (54,213) $    15,157       $     (38,921)
=================================================================================================================================
</TABLE>

   The accompanying summary of significant accounting policies and notes are an
              integral part of these consolidated financial statements.


<PAGE>

                                         F-7

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
                                           Consolidated Statements of Cash Flows
                                                  (Amounts stated in US Dollars)

For the years ended January 31                            2001         2000 a
                                                           (a)
--------------------------------------------------------------------------------

Cash provided by (used in)
Operating activities
     Net income for the year                           $    47,241  $    65,144
     Adjustments to reconcile net income for the
     year to cash flows provided by operating
     activities
       Depreciation                                         18,230       14,240
       Deferred income taxes (recovery)                    (12,145)      22,142
       Gain on sale of investments                         (13,604)        -
       Loss on disposal of property and equipment            2,749         -
     (increase) decrease in assets
       Accounts receivable                                 259,318     (313,053)
       Inventory                                          (146,720)        -
       Prepaid expenses                                     (2,014)       1,543
     Increase (decrease) in liabilities
       Accounts payable                                   (184,503)     200,340
       Accrued liabilities                                  48,640        2,065
       Customer deposits                                   138,859      143,453
                                                       ------------------------
                                                           156,051      135,874
                                                       ------------------------

Investing activities
     Purchase of property and equipment                    (34,720)     (38,095)
     Purchase of available-for-sale securities            (358,899)        -
     Proceeds on sale of property and equipment              2,483         -
     Proceeds on sale of available-for-sale securities     152,360         -
                                                       ------------------------
                                                          (238,776)     (38,095)
                                                       ------------------------

Financing activities
     Advances from related parties                          60,812       68,510
     Repayment of advances from related parties            (31,240)     (72,124)
     Bank overdraft                                        (19,033)      19,033
                                                       ------------------------
                                                            10,539       15,419
                                                       ------------------------

(Decrease) increase in cash and equivalents                (72,186)     113,198
Effect of foreign exchange on cash and equivalents         (20,125)      13,453
Cash and equivalents, beginning of year                    363,535      236,884
                                                       ------------------------
Cash and equivalents, end of Year                      $   271,224  $   363,535
================================================================================

Represented by:
     Cash                                              $    86,035  $      -
     Short term deposits                                   185,189      363,535
                                                       ------------------------
                                                       $   271,224  $   363,535
================================================================================

Supplemental Information (Note 12)
(a) Represents the cash flows of Cantronic Systems Inc. (Note 2)

  The accompanying summary of significant accounting policies and notes are an
              integral part of these consolidated financial statements.


<PAGE>

                                         F-8

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
                                      Summary of Significant Accounting Policies

January 31, 2001 and 2000
--------------------------------------------------------------------------------

Basis of Presentation          These consolidated financial statements are
                               stated in US dollars and are prepared in
                               accordance with United States generally accepted
                               accounting principles.  Included in the financial
                               statements are the accounts of the Company and
                               its wholly-owned subsidiary, Cantronic Systems
                               Inc.  All significant intercompany transactions
                               are eliminated on consolidation.

                               In accordance with provisions governing the
                               accounting for reverse acquisitions, the figures
                               presented for the year ended January 31, 2000 are
                               those of Cantronic Systems Inc.  All per share
                               information for 2000 reflects the
                               recapitalization.

                               The Company has adopted the January 31 fiscal
                               year end of Cantronic Systems Inc.

Foreign Currency Translation   The Company's operations are substantially
                               through a Canadian subsidiary whose functional
                               currency is the Canadian dollar.  These
                               consolidated financial statements are stated in
                               US dollars for comparison purposes with other
                               industry competitors registered with the
                               Securities and Exchange Commission ("SEC") in the
                               United States.  Assets and liabilities
                               denominated in Canadian dollars are translated to
                               US dollars using the exchange rate in effect at
                               the year end date.  Revenue and expenses are
                               translated to US dollars using the average rate
                               of exchange for the respective period.  Gains and
                               losses on exchange are recorded as comprehensive
                               income (loss) and are reported separately in
                               Stockholders' Equity.

                               The Company also conducts transactions in
                               currencies other than the Canadian dollar.  These
                               amounts are translated as follows: Transactions
                               are translated at the rate in effect on the
                               transaction date.  Monetary assets and
                               liabilities denominated in foreign currencies
                               are then translated using the rate in effect at
                               the year end date.  The resulting gain or loss
                               from foreign currency transactions is charged to
                               the Statement of Operations.

Use of Estimates               The preparation of financial statements in
                               accordance with generally accepted accounting
                               principles requires management to make estimates
                               and assumptions that affect the reported amounts
                               of assets and liabilities and disclosures of
                               contingent assets and liabilities at the date of
                               the financial statements and the reported amounts
                               of revenues and expenses during the reporting
                               period.  Actual results could materially differ
                               from these estimates.

Financial Instruments          The Company's financial assets and liabilities
                               consist of cash, short-term deposits,
                               investments, accounts receivable, bank overdraft,
                               accounts payable, accrued liabilities and amounts
                               due to related parties.  Unless otherwise noted,
                               it is management's opinion that the Company is
                               not exposed to significant interest, currency or
                               credit risks arising from these financial

<PAGE>

                                         F-9

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
                                      Summary of Significant Accounting Policies

January 31, 2001 and 2000
--------------------------------------------------------------------------------

Financial Instruments -
Continued                      instruments.  The fair value of these financial
                               instruments approximates their carrying values
                               due to the short term or demand nature of these
                               assets and liabilities.

Cash Equivalents               The Company considers all highly liquid
                               investments with an original maturity of three
                               months or less to be cash equivalents.

Investments                    Available-for-sale securities are carried at fair
                               market value with unrealized holding gains and
                               losses included in stockholder's equity. Realized
                               gains and losses are determined on an average
                               cost basis when securities are sold.

Inventory                      Inventory, consisting of finished goods purchased
                               for resale and raw materials, is stated at the
                               lower of cost and net realizable value.  Cost is
                               generally determined on the first-in, first-out
                               basis.

Property and Equipment         Property and equipment is stated at cost less
                               accumulated depreciation. Depreciation based on
                               the estimated useful lives of the assets, is
                               calculated at the following rates:

                               Demonstration equipment - 20% diminishing-balance
                                                             basis
                               Furniture and fixtures  - 20% diminishing-balance
                                                             basis
                               Computer equipment      - 30% diminishing-balance
                                                             basis
                               Automotive equipment    - 30% diminishing-balance
                                                             basis

                               Leasehold improvements are depreciated over the
                               remaining term of the underlying premises lease
                               which approximates its estimated useful life.

Impairment of
Long-Lived Assets              On a quarterly basis, the Company evaluates the
                               future recoverability of its property and
                               equipment in accordance with SFAS No. 121,
                               "Accounting for the Impairment of Long-lived
                               Assets to be Disposed of'.  SFAS No. 121 requires
                               recognition of impairment of long-lived assets in
                               the event the net book value of such assets
                               exceeds the estimated undiscounted future cash
                               flows attributable to such assets or the business
                               to which such assets relate.  No impairment was
                               required to be recognized during the years ended
                               January 31, 2001 and 2000.

Revenue Recognition            Revenue is recognized when goods are shipped to
                               customers which is when title to the goods
                               passes.

Advertising                    The Company follows the provisions of Statement
                               of Position 93-7 in accounting for the costs of
                               advertising.  Advertising costs are charged to
                               expense in the period incurred.


<PAGE>

                                         F-10

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
                                      Summary of Significant Accounting Policies

January 31, 2001 and 2000
--------------------------------------------------------------------------------

Research and Development       Research and development costs, which include the
                               cost of materials and services consumed and
                               salaries and wages of personnel directly engaged
                               in research and development, are expensed as
                               incurred.  Research and development costs are
                               reduced by related government assistance in the
                               year received.

Income Taxes                   The Company follows the provisions of SFAS No.
                               109, "Accounting for Income Taxes", which
                               requires the Company to recognize deferred tax
                               liabilities and assets for the expected future
                               tax consequences of events that have been
                               recognized in the Company's financial statements
                               or tax returns using the liability method.  Under
                               this method, deferred tax liabilities and assets
                               are determined based on the temporary differences
                               between the financial statement carrying amounts
                               and tax bases of assets and liabilities using
                               enacted rates in effect in the years in which the
                               differences are expected to reverse.  As a result
                               of the share exchange which occurred in December
                               2000, the Company's operating subsidiary no
                               longer qualifies for available tax rate
                               reductions in Canada for Canadian -controlled
                               private companies.

Earnings Per Share             Earnings per share is computed in accordance with
                               SFAS No. 128, "Earnings Per Share".  Basic
                               earnings per share is calculated by dividing the
                               net income by the weighted average number of
                               common shares outstanding for the period.
                               Weighted average common shares outstanding for
                               the year ended January 31, 2000 is presented on a
                               pro-forma basis after giving effect to the
                               reverse acquisition described in Note 2.

                               For each of the periods covered by these
                               financial statements there were no common
                               equivalent shares granted or outstanding.

New Accounting
Pronouncements                 In June 1998, SFAS No. 133, "Accounting for
                               Derivative Instruments and Hedging Activities"
                               was issued. SFAS No. 133 required companies to
                               recognize all derivatives contracts as either
                               assets or liabilities on the balance sheet and to
                               measure them at fair value. If certain conditions
                               are met, a derivative may be specifically
                               designated as a hedge, the objective of which is
                               to match the timing of gain or loss recognition
                               on the hedging derivative with the recognition of
                               (i) the changes in the fair value of the hedged
                               asset or liability that are attributable to the
                               hedged risk or (ii) the earnings effect of the
                               hedged forecasted transaction. For a derivative
                               not designated as a hedging instrument, the gain
                               or loss is recognized in income in the period of
                               change. SFAS No. 133 is effective for all fiscal
                               quarters of fiscal years beginning after June 15,
                               2000.

<PAGE>

                                         F-11

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
                                      Summary of Significant Accounting Policies

January 31, 2001 and 2000
--------------------------------------------------------------------------------

New Accounting
Pronouncements - Continued     Historically, the Company has not entered into
                               derivatives contracts either to hedge existing
                               risks or for speculative purposes.  Accordingly,
                               the adoption of the standard on February 1, 2001
                               did not affect the Company's financial
                               statements.

                               In July 2000, the Emerging Issues Task Force
                               ("EITF") reached a consensus on EITF Issue 00-10
                               "Accounting for Shipping and Handling Fees and
                               Costs", which requires that freight charges
                               billed to customers be included in net sales. The
                               Consensus is effective for the fourth quarter of
                               fiscal years beginning after December 15, 1999.
                               Adoption of the standard did not affect the
                               Company's financial statements.


<PAGE>

                                         F-12

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
                                  Notes to the Consolidated Financial Statements
                                                  (Amounts stated in US Dollars)

January 31, 2001 and 2000
--------------------------------------------------------------------------------


1.  Nature of Business

    The Company was incorporated under the laws of the State of Nevada as Solo &
    Hurst, Inc., and was inactive until its acquisition of Cantronic Systems
    Inc. ("Cantronic"). In December 2000, the Company acquired Cantronic through
    a share exchange agreement with the stockholder of Cantronic, which resulted
    in Cantronic becoming a wholly-owned subsidiary of Solo & Hurst, Inc. (Note
    2).  Concurrent with the acquisition, Solo & Hurst, Inc. changed its legal
    name to Cantronics Corporation.  The Company is engaged in the operation of
    manufacturing, designing and marketing industrial electro-optics and
    condition monitoring equipment through its Canadian subsidiary Cantronic.

--------------------------------------------------------------------------------

2.  Reverse Acquisition

    Effective December 18, 2000, the Company (then inactive) closed a share
    exchange agreement whereby the Company acquired the only issued and
    outstanding share of Cantronic.  In exchange, the stockholders controlling
    98% of the common stock of the Company transferred to the stockholder and
    affiliates of Cantronic 59 million issued and outstanding shares of the
    Company's common stock.  Cantronic was incorporated in British Columbia,
    Canada on February 28, 1997.

    The transaction was accounted for as a recapitalization using accounting
    principles applicable to reverse acquisitions. Following reverse acquisition
    accounting, financial statements subsequent to the closing date are
    presented as a continuation of Cantronic.  The value assigned to common
    stock of the Company on the acquisition was based on the fair value of the
    net assets of the Company at the date of acquisition of $Nil.

    Unaudited pro-forma income (loss), as if the share exchange occurred on
    February 1, 1999, equals the income (loss) reported in these financial
    statements because the Company was inactive since its incorporation in 1998
    until the acquisition of Cantronic.

    Pursuant to the share exchange agreement, the Company committed to issue
    75,000 shares of non-forfeitable, fully vested common stock in exchange for
    consulting services in connection with the reverse acquisition.  These
    shares were issued on March 19, 2001 and were recorded at proceeds equal to
    the par value of the common stock consistent with the value assigned to the
    shares exchanged on recapitalization which was believed to be fair market
    value at the transaction date.

--------------------------------------------------------------------------------

3.  Bank Overdraft

    The bank overdraft was due on demand, bearing interest at the bank's prime
    rate, calculated and payable monthly. It was collateralized by a general
    security agreement covering all assets except real property and a
    hypothecation of bank deposits with a minimum balance of Euro125,000.


<PAGE>

                                         F-13

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
                                  Notes to the Consolidated Financial Statements
                                                  (Amounts stated in US Dollars)

January 31, 2001 and 2000
--------------------------------------------------------------------------------


4.  Investments

    Investments consist of available-for-sale equity securities acquired during
    the year and are summarized as follows:

                                                    2001          2000
                                                -------------------------
    Cost                                        $   218,828  $       -
    Gross unrealized gains                           23,250          -
                                                -------------------------

    Market value                                $   242,078  $       -
                                                =========================

    Subsequent to January 31, 2001 the Company sold the above investments
    for proceeds of approximately $236,000.

    The Company recorded gross comprehensive income related to unrealized gains
    on available-for-sale securities of $36,854, before transferring $13,604 to
    income upon realization.

--------------------------------------------------------------------------------

5.  Property and Equipment

                                               2001                         2000
                            ----------------------------------------------------
                                        Accumulated                  Accumulated
                              Cost     Depreciation        Cost     Depreciation
                            ----------------------------------------------------
Demonstration equipment     $   50,747 $   17,295    $   35,938    $   10,310
Computer equipment              17,401      6,854        11,397         3,936
Automotive equipment            11,122      2,502        32,890         6,525
Furniture and fixtures           9,743      3,012         6,509         1,822
Leasehold improvements           4,097        410          -             -
                            ----------------------------------------------------
                                93,110     30,073        86,734        22,593
                            ----------------------------------------------------
Net book value                         $   63,037                  $   64,141
                                       =========================================

<PAGE>

                                         F-14

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
                                  Notes to the Consolidated Financial Statements
                                                  (Amounts stated in US Dollars)

January 31, 2001 and 2000
--------------------------------------------------------------------------------


6.  Related Party Transactions

    The following table summarizes the Company's related party transactions for
    the years:

                                                           2001          2000
                                                       -------------------------
    Sales to Beijing Saisiai M & E Equipment Co. Ltd.,
    ("BSME", a foreign company significantly
    influenced by a director of the Company)           $   254,301  $   168,109

    Sales to Shanghai Saisiai Scientific Instrument
    Co. Ltd., ("SSSI", a foreign company significantly
    influenced by a director of the Company)           $    28,190  $      -

    Engineering, technical, marketing and other
    services paid or payable to BSME.                  $   146,901  $   138,913

    These transactions are in the normal course of operations and are measured
    at the exchange value (the amount of consideration established and agreed to
    by the related parties).  BSME performs various services for the Company.
    Additionally, the Company sells its products to BSME. Pursuant to an
    agreement dated February 1, 1999, cancellable at any time on sixty days
    notice, the Company sells products to BSME at a price equal to the Company's
    cost plus 7.5%

    The following transactions not in the normal course of operations are
    measured at carrying value:

    Assumption of amount due to CSI Industrial
    Systems Ltd. (a company controlled by a
    director of the Company)                           $     6,855  $   137,025

    Purchase of property and equipment
    from CSI Industrial Systems Ltd.                   $     6,712  $      -

    Sale of property and equipment to
    a director of the Company                          $    16,779  $      -

    At the end of the year, the amounts due from (to) related parties are as
    follows:

    BSME - included in accounts receivable (payable)   $    55,804  $   (93,348)
                                                       =========================

    SSSI - included in accounts receivable             $    28.190  $      -
                                                       =========================

    Directors                                          $  (281,826) $  (272,130)
                                                       =========================

    Amounts due to related parties are non-interest bearing, unsecured and
    without specific terms of repayment.

--------------------------------------------------------------------------------

7.  Common Stock

    On January 31, 2001 the Company split its common stock on a one-to-twenty
    basis.  All references in these financial statements to the number of shares
    are stated on a post-split basis. Per share amounts have been restated for
    the stock split.


<PAGE>

                                         F-15

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
                                  Notes to the Consolidated Financial Statements
                                                  (Amounts stated in US Dollars)

January 31, 2001 and 2000
--------------------------------------------------------------------------------


8.  Research and Development

    The Company expensed the following research and development costs net of
    grants received:

                                                           2001          2000
                                                       -------------------------
    Salaries                                           $    25,663  $    12,410
    Materials                                               44,534       40,000
    Government grants                                      (13,882)      (5,245)
                                                       -------------------------
                                                       $    56,315       47,165
                                                       =========================

--------------------------------------------------------------------------------

9.  Commitments

    The Company has an operating lease for its premises at approximately $1,384
    per month, expiring in July 2001. The minimum annual lease payments for
    fiscal 2002 in connection with this lease are $8,304.

    The Company is presently negotiating a lease for a new and larger premises.

--------------------------------------------------------------------------------

10. Income Taxes

    The tax effects of temporary differences that give rise to the Company's
    deferred tax assets (liabilities) are as follows:

                                                           2001          2000
                                                       -------------------------
    Tax loss carryforwards                             $    37,684  $    17,573
    Property and equipment                                   6,946         (783)
    Investments                                             (5,231)        -
    Investment tax credits                                 (10,358)        -
                                                       -------------------------
                                                       $    29,041  $    16,790
                                                       =========================

    Deferred income taxes resulting from temporary differences on unrealized
    gains on the Company's available-for-sale securities are recorded as
    comprehensive income.


<PAGE>

                                         F-16

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
                                  Notes to the Consolidated Financial Statements
                                                  (Amounts stated in US Dollars)

January 31, 2001 and 2000
--------------------------------------------------------------------------------


10. Income Taxes -Continued

The provision for income taxes reconciles to the amount estimated using the
federal US statutory income tax rate of 34% as follows:

                                                           2001          2000
                                                       -------------------------
    Provision at federal statutory rate                $    11,933  $    29,677
    Effect of difference in Canadian tax rates               4,411       10,474
    Small business rate deduction                           (8,224)     (18,009)
    Permanent differences                                    1,543         -
    Effect of restatement of deferred income tax
     assets for increased Canadian tax rates
     expected in future periods                            (21,808)        -
                                                       -------------------------
                                                       $   (12,145) $    22,142
                                                       =========================

    The Company evaluates its valuation allowance requirements based on
    projected future operations. When circumstances change and this causes a
    change in management's judgement about the recoverability of deferred tax
    assets, the impact of the change on the valuation allowance is reflected in
    current income.  No valuation allowance has been recognized in these
    consolidated financial statements.

--------------------------------------------------------------------------------

11. Sales and Credit Concentration

    During the years ended January 31, 2001 and 2000, the Company manufactured,
    designed and sold industrial electro-optics and condition monitoring
    equipment to customers substantially located in Asia.  The Company has
    determined that it operated in one reporting segment.

    Pursuant to sales contracts, approximately 74% of total revenue for the year
    ended January 31, 2001 was derived from four customers individually
    representing 30%, 23% (related, see Note 6), 11 % and 10% of revenue.

    Pursuant to sales contracts, approximately 75% of total revenue for the year
    ended January 31, 2000 was derived from five customers individually
    representing 26%, 19%, 11%, 10% (related, see Note 6) and 9% of revenue.

    Accounts receivable (due in US dollars and French francs) from these
    customers at the period ends were as follows:

                        2001     - $  55,804
                        2000     - $ 305,000

    Additionally, accounts receivable from one other customer at January 31,
    2001 amounted to $28,190 (related, see Note 6). A different customer had
    $41,572 owing to the Company at January 31, 2000.


<PAGE>

                                         F-17

================================================================================
                                                          Cantronics Corporation
                                                   (formerly Solo & Hurst, Inc.)
                                  Notes to the Consolidated Financial Statements
                                                  (Amounts stated in US Dollars)

January 31, 2001 and 2000
--------------------------------------------------------------------------------


12. Supplemental Information - Statement of Cash Flows

a)     The following investing and financing activities have been excluded from
the Statements of Cash Flows:

                                                           2001          2000
                                                       -------------------------

    Purchase of equipment from a director, amounts
    - unpaid and included in due to related parties    $     6,712  $      -
    Proceeds on sale of automobile to a director,
    - amounts offset against balance due to related
      parties                                          $    16,779  $      -

    b)  No income taxes or interest was paid during
        the years.

--------------------------------------------------------------------------------

13. Subsequent Events

    a)  On February 2, 2001, the Company acquired 100% of the issued and
        outstanding shares of Condition Monitoring Training Institute, Inc.
        ("CMTI", a British Columbia company) and its wholly-owned subsidiary
        Academy of Infrared Thermography, Inc. ("AIRT", a Washington state
        company), in exchange for the issuance of 2,750,000 shares of common
        stock.  The transaction will be accounted for in the first quarter of
        the Company's 2002 fiscal year using the purchase method of accounting.
        The acquired companies are in the business of training users in the use
        of condition monitoring equipment using infrared thermography
        technology.

        As part of the acquisition, the Company is negotiating a five year
        employment contract with a manager of CMTI and ART with an option to
        extend for an additional five years, at an annual salary of CDN $75,000
        in cash and CDN $25,000 of shares of common stock.

    b)  Subsequent to January 31, 2001, the Company issued a further 418,600
        shares of common stock for gross proceeds of approximately $313,000
        through a private placement.

<PAGE>