Exhibit 10.1

                            ASSET EXCHANGE AGREEMENT

     THIS ASSET EXCHANGE  AGREEMENT (the  "AGREEMENT") is entered into effective
as of March 31, 2000,  by and among TSI  HANDLING,  INC.,  a Nevada  corporation
("TSIH"),  DYNA-CAM ENGINE CORPORATION,  a California  corporation  ("DCEC") and
certain  SHAREHOLDERS  OF  DCEC  as  listed  on  Exhibit  A  hereto  (the  "DCEC
SHAREHOLDERS").

                                    RECITALS:

     A. DCEC is a  development  stage  company that has developed and is further
developing a newly designed  gasoline  powered engine and intends to manufacture
and distribute these engines on a commercial basis (the "BUSINESS").

     B. The DCEC Shareholders own approximately 80% of the outstanding shares of
DCEC.

     C. The Board of  Directors  of DCEC has  approved,  subject to the terms of
this Agreement, the transfer of substantially all of the assets of DCEC to TSIH.

     D. The Board of Director of TSIH has approved, subject to the terms of this
Agreement, the acquisition of the assets of DCEC in exchange for common stock of
and assumption of certain liabilities by TSIH.

     E. The DCEC  Shareholders,  subject  to the terms of this  Agreement,  have
agreed to approve such transfer.

     F. TSIH,  DCEC and DCEC  Shareholders  hereby enter into this  Agreement to
effectuate the foregoing on the terms and conditions set forth herein.

                                   AGREEMENT:

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
herein contained, DCEC, DCEC Shareholders and TSIH and hereby agree as follows:

                                    ARTICLE 1
                                    EXCHANGE

     1.1 PROPERTIES AND ASSETS TO BE EXCHANGED.  On the Closing Date (as defined
herein) DCEC shall assign and deliver to TSIH, and TSIH shall acquire from DCEC,
all of the  properties  and assets  comprising  the Business,  of every kind and
description,  real,  personal and mixed,  tangible and  intangible,  wheresoever
located,  and whether or not carried on the books of DCEC, all as the same shall
exist on March 31, 2000 (the  "EFFECTIVE  TIME"),  excepting  only the  Excluded
Assets described in Section 1.2 hereof (the "ACQUIRED ASSETS"). Without limiting
the foregoing,  but to identify more particularly  certain of the properties and
assets to be exchanged hereunder, the Acquired Assets shall include:
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          (a) All inventories at or otherwise relating to the Business including
those listed in Schedule 1.1(a) attached hereto;

          (b) All patents,  patents pending,  designs,  copyrights,  trademarks,
service marks,  trademark and service mark  registration or applications,  label
filings,  trade  names,   manufacturing   processes,   trade  secrets  or  other
intellectual  property related to the Business including that listed on Schedule
1.1(b) hereto;

          (c) All furniture,  fixtures, equipment, shelving, office supplies and
miscellaneous items including that listed in Schedule 1.1(c) attached hereto;

          (d) All  interest  in and to the trade  names and  trademarks  and all
other  right of DCEC  related  to the use of the name  "DYNA-CAM  ENGINE" or any
combination or variation thereof;

          (e) All accounts  receivable,  cash on hand, bank checking and savings
account and  certificates  of deposit  including that listed on Schedule  1.1(e)
attached hereto;

          (f)  All  leasehold   interests  of  DCEC  in  the  real  estate  (the
"PREMISES")  as set forth in the lease  agreements  listed  in  Schedule  1.1(f)
attached  hereto (the  "LEASES")  and all  easements,  rights of way,  licenses,
permits, rights,  tenements,  appurtenances and privileges owned or used by DCEC
in connection with the Business;

          (g) All leasehold  interests of DCEC in personal property as set forth
in the lease agreements listed in Schedule 1.1(g) attached hereto;

          (h) All prepaid  expenses,  insurance  premiums  and utility and other
deposits listed in Schedule 1.1(h) attached hereto;

          (i) All benefits and rights under all contracts,  leases,  commitments
and  agreements,  oral or  written,  to  which  DCEC is a party  and  which  are
described in Schedule 1.1(i) attached hereto;

          (j) All  licenses,  permits,  franchises,  authorizations,  approvals,
consents and rights  relating to the Business listed in Schedule 1.1(j) attached
hereto;

          (k)  All  engineering  plans,  designs  and  drawings,   system  maps,
abstracts,  blueprints,  surveys and reproducible drawings of the facilities and
improvements on the Premises as listed in Schedule 1.1(k) attached hereto;

          (l) All  warranties and  guarantees of  manufacturers,  contractors or
suppliers which pertain to the Acquired Assets, the Business or the Premises;

          (m) All interest in and to the telephone  numbers and listings of DCEC
pertaining  to the  Business  in all  telephone  books,  directories  and  other
publications;

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          (n) All computer  software and licenses  with respect to the Business;
and

          (o) The business of DCEC as a going  concern,  including the goodwill,
and all vendor,  employee,  payroll and other records,  files, data, information
and documents relating to the Business.

     1.2 EXCLUDED ASSETS.  DCEC shall retain all returns and records relating to
local,  state and federal  income taxes and may retain  copies of all  financial
records as related to the  Business as necessary  for the purpose of  winding-up
and liquidating  DCEC and  distributing  its assets after the Closing Date. DCEC
shall  make  all  financial  records  available  to  TSIH as  necessary  for the
preparation of TSIH's audited financial statements.

     1.3 PURCHASE PRICE. In consideration  for the Acquired  Assets,  TSIH shall
issue to DCEC  30,000,000  shares of its common stock and 200,000  shares of its
Series A 10% Cumulative  Convertible  Preferred stock ("SERIES A PREFERRED") and
TSIH  shall  assume  as of the  Effective  Time the  executory  commitments  and
obligations  related  to the  Leases  set forth in  Schedule  1.1(f),  the lease
agreements set forth in Schedule 1.1(g), the contracts,  leases, commitments and
agreements set forth in Schedule  1.1(i),  and the  liabilities as listed and in
the  amounts  set forth on  Schedule  1.3  hereto  (collectively,  the  "ASSUMED
OBLIGATIONS"). TSIH shall not assume nor be liable for and DCEC expressly agrees
to remain liable for and to pay,  perform and  discharge all debts,  liabilities
and  obligations  of DCEC except for the Assumed  Obligations  as existing on or
accruing   prior  to,  upon  or  after  the   Effective   Time  (the   "EXCLUDED
OBLIGATIONS"), including, without limitation:

          (a) All  federal,  state and local  income taxes which have accrued or
may accrue or become due and  payable as a result of income,  gains or  revenues
received,  realized or accrued by DCEC or its  shareholders  after the Effective
Time,  together  with all  interest,  penalties  and other  charges  and fees in
connection therewith;

          (b) All  liabilities,  obligations and claims based on or arising from
occurrences,  circumstances  or events,  or exposure to conditions,  existing or
occurring  prior to or on the  Effective  Time  arising in  connection  with the
negligence or misconduct of DCEC or any of its directors,  officers,  employees,
contractors, subcontractors or agents;

          (c)  All  other  debts,   liabilities,   obligations,   contracts  and
commitments  (whether  known or  unknown,  contingent  or fixed,  liquidated  or
unliquidated)  arising out of or related to the  ownership,  operation or use of
any of the Acquired Assets and the Business on or prior to the Effective Time or
the conduct of the business of DCEC,  whether incurred  before,  on or after the
Effective Time.

     1.4  CLOSING  DATE.  The sale and  purchase  provided  for herein  shall be
consummated  and closed (the "CLOSING") at the offices of Lewis and Roca LLP, 40
North  Central  Avenue,  Phoenix,  Arizona  85004,  at such time and date as the
parties hereto may agree upon (herein  referred to as the "CLOSING  DATE").  All
Acquired Assets and the Business shall be deemed transferred as of the Effective
Time and all documents  delivered on the Closing Date shall reflect the transfer
as occurring at the Effective Time.

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     1.5  NO-COMPETITION  COVENANTS.  Upon the Closing,  DCEC Shareholders shall
become  officers and  directors of TSIH and its  successor  as  contemplated  in
Section  6.2(e)  hereof.  For the period of five years from the Closing  Date or
three years from  termination  of service as an officer and  director of TSIH or
its successor,  whichever is longer,  DCEC and the DCEC Shareholders  agree that
they  will  not be an  officer,  director,  partner,  member,  employee,  agent,
representative,  consultant or an owner of any equity interest in any entity, or
directly or indirectly provide any assistance,  financial or otherwise,  to, any
entity, or an owner of any interest in, or employee,  agent or representative of
any other form of  business  which  competes  directly  or  indirectly  with the
Business or any component  thereof in any geographic  area where the Business is
then conducted.

     1.6  REORGANIZATION  STATUS.  The  parties  intend  that  the  transactions
contemplated  under this Agreement qualify as a  "REORGANIZATION"  as defined in
I.R.C.ss.  368(a)(1)(C)  and shall file all  required  elections  and returns to
report this transaction consistent with such intent.

                                    ARTICLE 2
                                ADDITIONAL TERMS

     2.1 SERIES A PREFERRED. TSIH shall, immediately upon the Closing, designate
6,000,000  shares  and offer  for sale up to  5,000,000  shares of its  Series A
Preferred which shall have the rights,  privileges and restrictions as set forth
in the Certificate of Designation attached hereto as Exhibit B.

          (a) TSIH shall, immediately upon designation,  issue 200,000 shares of
Series A Preferred to DCEC as part of the consideration specified in Section 1.3
above.

          (b) TSIH  shall  enter  into an  agreement  in the form of  Exhibit  C
attached hereto with Sunset Financial  Services for the private placement of the
Series A  Preferred  shares in a  placement  that  qualifies  under  Rule 506 of
Regulation  D as  promulgated  under  the  Securities  Act of  1933  as  amended
("SECURITIES ACT"). If at least 2,000,000 shares of Series A Preferred are sold,
TSIH shall investigate and, to the extent deemed practical,  shall pursue patent
application on a global basis for the patent  protection of the Dyna-Cam  Engine
and its  derivatives.  If at least  4,000,000  shares of Series A Preferred  are
sold, TSIH shall pay in full that certain SBA Loan in the approximate  amount of
$324,500.

     2.2  EMPLOYMENT.  Patricia  J. Wilks and Dennis C.  Palmer,  each a current
employee  of DCEC,  shall be  offered  employment  with TSIH under the terms and
conditions of the Employment Agreement attached hereto as Exhibit D.

     2.3 OTHER  AGREEMENTS.  At the Closing,  TSIH shall enter into that certain
Capital Advisory and Financial  Consulting  Services  Agreement in form attached
hereto as Exhibit E and that certain Existing  Shareholders' Rights Agreement in
form attached hereto as Exhibit F.

     2.4 LISTING.  After the Closing, TSIH shall take all action as necessary to
cause its shares to be listed for trading on the OTC Bulletin Board, which shall
include:  (a) filing for  registration  of its common stock under the Securities

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Exchange Act of 1934, as amended, and filing all subsequent annual and quarterly
reports to maintain such  registration;  (b) participating with market makers to
make such  filings  as  necessary  with the NASD for the  listing  of the common
stock; (c) listing the stock in applicable  corporate  manuals to facilitate the
trading  of such  stock  in  compliance  with  certain  states'  securities  law
regulations;  and (d)  amending  and  updating  any such  report or  filings  as
necessary to maintain such listing.

                                    ARTICLE 3
                         REPRESENTATIONS, WARRANTIES AND
                    AGREEMENTS OF DCEC AND DCEC SHAREHOLDERS

     As an inducement to TSIH to enter into and perform this Agreement, DCEC and
the DCEC Shareholders  covenant,  represent and warrant to, and agree with, TSIH
as follows:

     3.1  AUTHORITY.  DCEC has the full legal power and  authority to enter into
and perform this Agreement, and the execution and delivery of this Agreement and
the  consummation of the transactions  contemplated  hereby will not violate any
provision of law, DCEC's Articles of Incorporation or DCEC's bylaws. DCEC has or
at the Closing Date will have taken all necessary  action  (including  action of
DCEC's  board of directors  and  shareholders,  as  required)  to authorize  and
approve the execution and delivery of this Agreement and the  performance of the
transactions contemplated hereby.

     3.2 ORGANIZATION  AND GOOD STANDING.  DCEC is a corporation duly organized,
validly  existing,  and  in  good  standing  under  the  laws  of the  State  of
California,  and has all requisite  corporate  power and authority to own, lease
and operate its properties and to carry on its business as now being conducted.

     3.3  CONDITION OF ACQUIRED  ASSETS;  DAMAGES TO THE  BUSINESS.  To the best
knowledge  and belief of DCEC and the DCEC  Shareholders,  the  Premises and the
Acquired  Assets are in good  condition and free from defects.  At the Effective
Time,  the  inventories  set  forth on  Schedule  1.1(a)  had the book  value as
determined under generally accepted  accounting  principles as set forth in such
schedule and the  accounts  receivable  set forth on Schedule  1.1(e) are in the
amount as set forth in such schedule and are  collectible to the extent thereof,
with  allowance  for  doubtful  accounts as set forth in such  schedule.  At the
Closing Date, the Premises and the Acquired Assets shall be in substantially the
same  condition as on the date of this  Agreement,  excepting  ordinary wear and
tear.  In the event  that  prior to the  Closing  Date any  improvements  on the
Premises  or any of the  Acquired  Assets  shall be  destroyed  or  damaged  and
provided such  improvements  or Acquired Assets are material to the operation of
the Business,  TSIH shall have the option to terminate this  Agreement.  If TSIH
does not so elect to terminate this  Agreement and proceeds to close  hereunder,
TSIH shall be entitled to settle any loss with insurance carriers and to receive
from such carriers the proceeds of all insurance  applicable to such loss.  DCEC
shall execute and deliver any and all such documents and take all such action as
may be necessary or appropriate to comply with the terms of this Section 3.3.

     3.4  CONDEMNATION.  If, prior to the Closing Date, any part of the Premises
shall be taken by eminent  domain or if any  proceeding in the nature of eminent
domain is filed against or affecting the Premises, TSIH shall become entitled to

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the award of compensation in any such taking,  and DCEC shall thereafter deliver
or cause to be  delivered  all  instruments  reasonably  required to assign such
award to TSIH.

     3.5 TITLE TO PROPERTIES.  DCEC has good title to all Acquired Assets,  free
and clear of any mortgages, liens, pledges, charges or other encumbrances except
for the  liabilities  and liens  listed in  Schedule  1.3 hereto  and  expressly
assumed or taken subject to by TSIH.

     3.6 NO  VIOLATION.  DCEC has not  received  notice of any  violation of any
applicable  zoning  regulation,  ordinance or other law,  order,  regulation  or
requirement  relating to their  operations or properties;  to the best knowledge
and belief of DCEC,  no such  violation  presently  exists;  and all  buildings,
improvements  and other structures owned or used by DCEC in the Business conform
to all applicable laws, ordinances,  codes and regulations,  including,  without
limitation,  the Americans With Disabilities Act ("ADA").  To the best knowledge
and belief of DCEC,  DCEC and its  services,  practices,  billings,  properties,
equipment,  machinery,  buildings and operations relating to the Business are in
full compliance  with all applicable  federal,  state and local laws,  statutes,
ordinances,  codes, regulations,  rules, orders,  restrictions and requirements,
governmental,   administrative,   judicial  and  otherwise,  including,  without
limitation,  those relating to wages, prices,  equal opportunity,  environmental
protection,  safety,  health,  building and zoning, and the ADA, and to the best
knowledge and belief of DCEC, no changes in any such laws, statutes, ordinances,
codes,  regulations,  rules,  orders,  restrictions  or  requirements  have been
proposed  or are in process  with which TSIH could not comply  after the Closing
Date without  materially  adversely  affecting  the  Business,  and the Acquired
Assets or their operation or profitability.

     3.7 LICENSES,  PERMITS AND  APPROVALS.  DCEC holds all  licenses,  permits,
franchises, authorizations,  approvals, consents and rights from all appropriate
federal, state, local or other public governmental or administrative or judicial
authorities  necessary in connection with the operation of the Business by DCEC,
all of which are listed and described in Schedule  1.1(j) and,  between the date
hereof and the Closing  Date,  DCEC will  maintain all such  licenses,  permits,
franchises,  authorizations,  approvals, consents and rights, none of which will
be adversely affected by the transactions  contemplated by this Agreement except
for those which cannot be legally  transferred to TSIH under the terms hereof as
specifically described in Schedule 1.1(j).

     3.8  TAXES.  DCEC has  filed  with  appropriate  federal,  state  and local
governmental  agencies all tax returns and reports  required to be filed by DCEC
and, to the best knowledge of DCEC and the DCEC Shareholders, has paid all taxes
and assessments which became due prior to the date hereof.

     3.9 CONTRACTS.

          (a) Except as set forth on Schedule  1.1(i) attached  hereto,  DCEC is
not a party to or bound by any contracts, agreements or instruments which relate
to or affect the  Business.  DCEC has  provided  TSIH with a true,  accurate and
complete copy of each document listed in Schedule 1.1(i).

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          (b) DCEC has, to the best knowledge of DCEC and the DCEC Shareholders,
performed all  obligations  required to be performed by it to date and is not in
default under, and no event has occurred which, with the lapse of time or action
by a third party,  could result in a default under,  any outstanding  indenture,
mortgage, deed of trust, contract, agreement, lease or other commitment to which
it is a party or by which it is bound and  relates to the  Business or under any
provision of DCEC's Articles of Incorporation or by-laws.

     3.10 EMPLOYMENT  MATTERS.  Except as set forth on Schedule 3.10 hereto, all
full or part-time  employees  employed in  connection  with the operation of the
Business are  terminable by DCEC at will at any time without any  obligation for
severance pay, vacation pay or other liability.

     3.11 CONDUCT OF BUSINESS. Except as set forth on Schedule 3.11 hereto, DCEC
has not:

          (a) experienced any material adverse change in the assets, liabilities
or business relating to the Business or the Acquired Assets;

          (b) suffered the filing,  or learned of any basis for the  institution
of, any action, suit, proceeding or governmental investigation,  with respect to
the  business,  properties,  assets or goodwill  relating to the Business or the
Acquired Assets;

          (c) entered  into any contract to provide or reserve any future use of
the Business or the Acquired Assets by any persons;

          (d)  billed  any  accounts  relating  to the  Business  in  advance or
collected  any advance  payment or deposit  under any  contract  relating to the
future use of the Business; or

          (e) entered into any other transaction  relating to the sale, lease or
other disposition of the Business or the Acquired Assets.

     3.12 CONDUCT OF BUSINESS  PENDING  CLOSING.  From and after the date hereof
and until the  Effective  Time,  with  respect to the  Business or the  Acquired
Assets,  DCEC will:  (a) maintain the Acquired  Assets in their present state of
repair, order and condition,  reasonable wear and tear excepted; (b) comply with
all laws applicable to the Business;  (c) not sell,  mortgage,  subject to lien,
pledge or encumber or otherwise  dispose of any of the Acquired Assets;  (d) not
enter into any written or oral contract,  lease,  plan,  commitment or agreement
relating to the Business  without the prior consent of TSIH; and (e) continue to
operate the Business in its normal course.

     3.13 INSURANCE.  DCEC has in effect the insurance  coverage with respect to
the Business  described in Schedule  3.13  attached  hereto,  which  description
includes the name of the insurer,  the policy  number,  the name of the insured,
the type and amount of coverage  and risks  insured,  and DCEC has  delivered to
TSIH complete and accurate copies of all such insurance policies. Such insurance
coverage, as to amounts and types of coverage and risks insured, is adequate for
the Business as presently conducted.

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     3.14 LITIGATION.  Except as set forth in Schedule 3.14, DCEC is not engaged
in or  threatened  with any claim,  action,  litigation,  investigation,  audit,
arbitration,  dispute or  proceeding  relating to the  Business or the  Acquired
Assets, and DCEC are not now subject to any order,  decree or other governmental
restriction  adversely  affecting  the business or assets of the Business or the
Acquired  Assets or which  would  prevent  or  hamper  the  consummation  of the
transactions  contemplated by this Agreement or TSIH's intended use or operation
of the Acquired Assets.

     3.15 PRIMARY  SUPPLIERS.  Schedule 3.15 attached  hereto contains a list of
all vendors and suppliers of services or goods to the Business.

     3.16  COPYRIGHTS,  TRADEMARKS,  ETC. To the best  knowledge of DCEC and the
DCEC Shareholders,  except as listed on Schedule 1.16 hereto there are no claims
or demands of any person, firm or corporation  pertaining to the patent,  patent
pending, designs,  copyrights,  trademarks,  service marks, trademark or service
mark  registrations  or  applications,  label filings or trade names, or, as the
case may be, the rights of DCEC under trademarks,  service marks,  label filings
or trade names listed in Schedule  1.1(b) as owned by DCEC,  and no  proceedings
have been instituted, or are pending or threatened which challenge the rights of
DCEC in respect  thereof,  and none of the  issued  trademarks,  service  marks,
trademark  registrations,  label  filings or trade names or, as the case may be,
the rights granted to DCEC in respect  thereof and listed in Schedule  1.1(b) as
owned  by  DCEC,  is  subject  to  any  outstanding  order,  decree,   judgment,
stipulation,  injunction,  restriction or agreement restricting the scope of the
use  of  such  patents,   copyrights,   trademarks,   service  marks,  trademark
registrations,  label filings or trade names.  To the best knowledge of DCEC and
the DCEC  Shareholders,  except as listed on  Schedule  1.16  hereto DCEC is not
infringing  or  violating,  and during the past five years has not  infringed or
violated, any adversely held copyright,  trademark,  service mark or trade name,
nor engaged in any kind of unfair or unlawful  competition  nor wrongfully  used
any confidential  information or trade secretes or patentable  inventions of any
former employee of DCEC or any other person,  firm or  corporation.  DCEC is not
wrongfully  using any such  information  nor has any  knowledge  of any patented
device or application  thereof which would  materially and adversely  affect any
aspect of the Business or its operations.

     3.17 UTILITIES.  All utilities  necessary for the present use and operation
of the  Acquired  Assets  are  available  to the  Business,  including,  without
limitation,  electric power, natural gas, storm sewer, water, sanitary sewer and
telephone over public rights of way.

     3.18  FINANCIAL  STATEMENTS.  Schedule 3.18 attached  hereto sets forth the
financial  statements  delivered to TSIH by DCEC. To the best  knowledge of DCEC
and the DCEC Shareholders,  all such financial statements are true, accurate and
complete  and  present  fairly the  financial  position  of DCEC as of the dates
stated and results of operations of DCEC for the periods depicted.

     3.19 DISCLOSURE.  No  representation or warranty made herein by DCEC or the
DCEC Shareholders and no written statement,  certificate,  schedule or document,
including  without  limitation any projection,  report or summary given or to be
given to TSIH pursuant to this  Agreement,  or with respect to the  transactions
contemplated  hereunder,  contains  or will  contain any untrue  statement  of a

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material  fact,  or will omit to state a  material  fact  necessary  to make the
statements  contained herein or therein under the circumstances under which they
were made not misleading, and DCEC and the DCEC Shareholders have made, and will
make in good faith  through the Closing  Date,  full  disclosure of all material
facts with respect to the Business and the Acquired Assets,  including,  without
limitation, the operations, assets and prospects which a prudent TSIH would deem
relevant.

     3.20 INVESTMENT  INTENT.  The shares of TSIH's common stock  transferred to
DCEC in  exchange  for the  Acquired  Assets and to be  distributed  to the DCEC
Shareholders  upon  the  liquidation  of DCEC  are  being  acquired  by the DCEC
Shareholders for their own account, with the intention of holding for investment
and with no present  intention of dividing or allowing  others to participate in
this  investment  or  of  reselling  or  otherwise   participating  directly  or
indirectly in a distribution of such shares.  The DCEC  Shareholders  understand
that such  shares  are  "RESTRICTED  SECURITIES"  as  defined  under Rule 144 as
promulgated  under  the  Securities  Act and  will  bear an  appropriate  legend
indicating that such shares can not be sold or transferred without  registration
under  the  Securities  Act  or  pursuant  to  applicable  exemption  from  such
registration.

     3.21 UPDATING OF SCHEDULES.  There has been no material  adverse  change in
any of the matters  reflected in any Schedule made a part of this Agreement from
the respective  dates thereof to and including the date of this  Agreement,  nor
will there be any material  adverse  change in such matters from the date hereof
to and  including  the Closing Date.  All  Schedules  attached  hereto are true,
accurate and  complete in all  material  respects and will be updated by DCEC to
include information as of such date as may be requested by TSIH and delivered to
TSIH prior to or on the Closing Date with any and all changes marked so that all
such Schedules are true, accurate and complete in all respects.

     3.22 BASIS FOR  REPRESENTATIONS  AND  WARRANTIES.  Prior to executing  this
Agreement,  DCEC  and the DCEC  Shareholders  have  made  such  affirmative  and
thorough  reviews,  searches,  inspections  and inquiries  relating to DCEC, the
Business and the Acquired  Assets,  and have  consulted with such third parties,
which a prudent  person  might  deem  necessary  or  advisable  in order to gain
knowledge  concerning  the matters to which the  representations  and warranties
relate.  With respect to the subject matter of any  representation  and warranty
which  is  subject  to the  "BEST  KNOWLEDGE  AND  belief"  of DCEC or the  DCEC
Shareholders or similar qualification,  such representation or warranty shall be
deemed to include matters which DCEC or the DCEC Shareholders  should have known
with respect to the subject matter of such representations and warranties.

                                    ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF TSIH

     As an  inducement  to DCEC and the  DCEC  Shareholders  to  enter  into and
perform this Agreement,  TSIH  covenants,  represent and warrants to, and agrees
with, DCEC and the DCEC Shareholders as follows:

     4.1  AUTHORITY.  TSIH has the full legal power and  authority to enter into
and perform this Agreement, and the execution and delivery of this Agreement and
the  consummation of the transactions  contemplated  hereby will not violate any

                                        9
<PAGE>
provision of law, TSIH's Articles of  Incorporation  or TSIH's bylaws.  TSIH has
taken all necessary action  (including  action of TSIH's board of directors,  as
required but excluding consent of TSIH's  shareholders) to authorize and approve
the  execution  and  delivery  of  this  Agreement  and the  performance  of the
transactions contemplated hereby.

     4.2 ORGANIZATION  AND GOOD STANDING.  TSIH is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Nevada and
has all requisite  corporate  power and authority to own,  lease and operate its
properties and to carry on its business as now being conducted.

     4.3 CAPITALIZATION.

          (a)  AUTHORIZED  CAPITAL  STOCK.  As of the  Effective  Time  (i)  the
authorized  capital  stock  of TSIH  consists  of  75,000,000  shares,  of which
65,000,000  shares are  designated as common stock with a par value of $.001 per
share and 10,000,000  shares are designated as preferred  stock with a par value
of  $.001  per  share,  and (ii)  TSIH has  issued  and  outstanding  a total of
35,000,000 shares of common stock and no shares of preferred stock.

          (b)  WARRANTS  OUTSTANDING.   As  of  the  Effective  Time,  TSIH  has
outstanding a total of 400,000 A Warrants  which  entitle the holder  thereof to
purchase one share of TSIH's common stock at $2.00 per share and which expire on
June 30, 2001,  400,000 B Warrants  which entitle the holder thereof to purchase
one share of TSIH's common stock at $2.00 per share and which expire on June 30,
2001,  400,000 C Warrants which entitle the holder thereof to purchase one share
of TSIH's  common  stock at $4.00 per share and which  expire on June 30,  2001,
400,000 D Warrants  which  entitle the holder  thereof to purchase  one share of
TSIH's  common  stock at $4.00  per share  and  which  expire on June 30,  2001,
400,000 E Warrants  which  entitle the holder  thereof to purchase  one share of
TSIH's  common  stock at $6.00 per share and which  expire on June 30,  2002 and
400,000 F Warrants  which  entitle the holder  thereof to purchase  one share of
TSIH's common stock at $6.00 per share and which expire on June 30, 2002.

          (c) DULY ISSUED.  All of the  outstanding  shares of capital  stock of
TSIH are duly and validly  authorized and issued,  fully paid and non-assessable
and all outstanding  warrants  representing binding obligations of TSIH to issue
additional shares in accordance with the terms thereof.

          (d) NO  PRE-EMPTIVE  RIGHTS.  Except  for the  Warrants,  TSIH  has no
outstanding obligations for the issuance of or conversion into any shares of its
capital stock and there are no  pre-emptive  or other rights held by any current
or former  shareholder of TSIH with respect to the issuance of any shares of its
capital stock.

     4.4 VALID ISSUE.  Upon issuance,  the 30,000,000 shares of common stock and
the 200,000  shares of Series A Preferred  issued in exchange  for the  Acquired
Assets  shall  be duly  and  validly  authorized  and  issued,  fully  paid  and
non-assessable.

                                       10
<PAGE>
     4.5  TAXES.  TSIH has  filed  with  appropriate  federal,  state  and local
governmental  agencies all tax returns and reports  required to be filed by TSIH
and has paid all taxes and assessments which became due prior to the date hereof
and shall pay all such taxes and assessments which become due on or prior to the
Effective Time.

     4.6  LITIGATION.  TSIH is not  engaged  in or  threatened  with any  claim,
action, litigation,  investigation,  audit, arbitration,  dispute or proceeding,
and  TSIH  is not  now  subject  to any  order,  decree  or  other  governmental
restriction adversely affecting its business or assets or which would prevent or
hamper the  consummation of the  transactions  contemplated by this Agreement or
TSIH's intended use or operation of the Acquired Assets.

     4.7  FINANCIAL  STATEMENTS.  Schedule  4.7  attached  hereto sets forth the
financial  statements  delivered to DCEC by TSIH. All such financial  statements
are true,  accurate and complete and present  fairly the  financial  position of
TSIH as of the dates  stated and results of  operations  of DCEC for the periods
depicted.

     4.8 DISCLOSURE.  No  representation  or warranty made herein by TSIH and no
written  statement,   certificate,   schedule  or  document,  including  without
limitation any projection, report or summary given or to be given to DCEC or the
DCEC  Shareholders   pursuant  to  this  Agreement,   or  with  respect  to  the
transactions  contemplated  hereunder,  contains  or  will  contain  any  untrue
statement of a material fact, or will omit to state a material fact necessary to
make the statements  contained herein or therein under the  circumstances  under
which they were made not  misleading,  and TSIH has made,  and will make in good
faith  through the Closing  Date,  full  disclosure  of all material  facts with
respect to its operations,  assets and prospects which a prudent TSIH would deem
relevant.

     4.9 UPDATING OF SCHEDULES. There has been no material adverse change in any
of the matters  reflected in any Schedule made a part of this Agreement from the
respective  dates thereof to and including the date of this Agreement,  nor will
there be any material adverse change in such matters from the date hereof to and
including the Closing Date. All Schedules attached hereto are true, accurate and
complete  in all  material  respects  and  will be  updated  by TSIH to  include
information  as of such date as may be requested  by DCEC and  delivered to DCEC
prior to Closing Date with any and all changes marked so that all such Schedules
are true, accurate and complete in all respects.

     4.10 BASIS FOR  REPRESENTATIONS  AND  WARRANTIES.  Prior to executing  this
Agreement,  TSIH has made  such  affirmative  and  thorough  reviews,  searches,
inspections  and inquiries  relating to TSIH,  and has consulted with such third
parties,  which a prudent  person might deem  necessary or advisable in order to
gain  knowledge   concerning  the  matters  to  which  the  representations  and
warranties relate.  With respect to the subject matter of any representation and
warranty  which is subject to the "BEST  KNOWLEDGE AND BELIEF" of TSIH a similar
qualification,  such  representation  or  warranty  shall be deemed  to  include
matters which TSIH should have known with respect to the subject  matter of such
representations and warranties.

                                       11
<PAGE>
                                    ARTICLE 5
                              ADDITIONAL AGREEMENTS

     5.1 ACCESS TO RECORDS AND PROPERTIES.  Upon execution of this Agreement and
through the  Closing  Date,  TSIH and DCEC,  and their  respective  accountants,
counsel  and  other  representatives,  shall  have  full  access  to  all of the
properties,   assets,  books,  records,  tax  returns,   leases,  contracts  and
agreements,  and all  information  concerning the business and properties of the
other as each may request. Each party shall provide reasonable assistance to the
other  in  connection  with  the  conduct  of the due  diligence  review  of the
business, properties and financial condition of the other.

     5.2 BULK SALES LAWS.  TSIH shall  assume all trade  payables in  connection
with the acquisition of the Acquired  Assets and shall waive  compliance by DCEC
with any bulk transfer or other advance notice  provisions to trade creditors as
may be required under the applicable bulk transfer laws.

                                    ARTICLE 6
                              CONDITIONS PRECEDENT

     6.1 CONDITIONS  PRECEDENT TO THE OBLIGATIONS OF TSIH.  Notwithstanding  any
other  provision of this  Agreement,  the  obligation of TSIH to consummate  the
transactions  hereunder shall be subject to the satisfaction on the Closing Date
of the following conditions precedent, unless waived in writing by TSIH:

          (a) REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and
warranties of DCEC and the DCEC Shareholders contained in Article 3 hereof shall
be true and  correct as of the date when made and as of the  Effective  Time and
the Closing Date,  except to the extent necessary to reflect the consummation of
the  transactions  provided for herein and except as otherwise  contemplated  by
this  Agreement.  DCEC and the DCEC  Shareholders  shall have duly performed and
complied  with  all  agreements,  covenants  and  conditions  required  by  this
Agreement to be  performed  or complied  with by them prior to or on the Closing
Date.  DCEC and DCEC  Shareholders  shall have  delivered to TSIH a  certificate
dated  the day of the  Closing  Date to the  effect  set  forth in this  Section
6.1(a).

          (b) LICENSES, PERMITS, APPROVALS, ETC. TSIH shall have applied for and
obtained  all  governmental,   administrative   and  other  licenses,   permits,
approvals,  consents  and  authorizations,  which,  in the opinion of TSIH,  are
required or desirable in connection with TSIH's purchase of the Acquired Assets,
and its intended use and  operation of the Acquired  Assets and the Business and
which could not be transferred directly from DCEC to TSIH, all of which shall be
in full  force and effect and not  subject to appeal.  Additionally,  DCEC shall
have  delivered to TSIH all  governmental,  administrative  and other  licenses,
permits,  approvals,  consents  and  authorizations  which DCEC is  permitted by
applicable law to transfer directly to TSIH.

                                       12
<PAGE>
          (c) DUE  DILIGENCE  OF  TSIH.  TSIH  shall  have  conducted  the  such
diligence checks as desired and shall have affirmatively elected to proceed with
the transactions contemplated under this Agreement.

          (d) CONSENTS.  All required consents,  authorizations and approvals of
third parties to the consummation of the transactions  contemplated  hereby, and
the  ownership  and  operation of the Acquired  Assets by TSIH,  shall have been
obtained by DCEC in form and substance satisfactory to TSIH.

          (e) NO ADVERSE  CHANGES.  There shall have been no adverse  changes in
the  operations,  conditions  (financial  or  otherwise),   properties,  assets,
business or  prospects  of the  Business.  DCEC shall have  delivered  to TSIH a
certificate  dated the day of the  Closing  Date to the effect set forth in this
Section 6.1(e).

          (f) LEGAL MATTERS. There shall have been furnished to counsel for TSIH
certified  copies of such  corporate  records  of DCEC and  copies of such other
documents as such counsel may reasonably have  requested.  All legal matters and
proceedings in connection with this Agreement and the transactions  contemplated
hereby shall have been approved by such counsel.

          (g) RECEIPT OF CLOSING DOCUMENTS.  TSIH shall have received all of the
closing documents referred to in Section 7.1 hereof.

     6.2  CONDITIONS  PRECEDENT TO THE OBLIGATION OF DCEC.  Notwithstanding  any
other  provision of this  Agreement,  the  obligation of DCEC to consummate  the
transactions  contemplated  hereby shall be subject to the  satisfaction  on the
Closing Date of the following conditions precedent,  unless waived in writing by
DCEC:

          (a) REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations and
warranties  of TSIH  contained  in Article 4 hereof shall be true and correct in
all  material  respects  as of the date  when made and as of the  Closing  Date,
except to the extent  necessary to reflect the  consummation of the transactions
provided for herein and except as otherwise contemplated by this Agreement. TSIH
shall have duly  performed  and  complied  with all  agreements,  covenants  and
conditions  required by this  Agreement to be performed or complied with by TSIH
prior to or on the Closing Date. TSIH shall have delivered to DCEC a certificate
dated  the day of the  Closing  Date to the  effect  set  forth in this  Section
6.2(a).

          (b) DUE DILIGENCE OF DCEC. DCEC shall have conducted the due diligence
checks  desired  and  shall  have  affirmatively  elected  to  proceed  with the
transactions contemplated under this Agreement.

          (c) NO ADVERSE  CHANGES.  There shall have been no adverse  changes in
the  operations,  conditions  (financial  or  otherwise),   properties,  assets,
business  or  prospects  of the  TSIH.  TSIH  shall  have  delivered  to  DCEC a
certificate  dated the day of the  Closing  Date to the effect set forth in this
Section 6.2(c).

                                       13
<PAGE>
          (d) LEGAL MATTERS. There shall have been furnished to counsel for DCEC
certified  copies of such  corporate  records  of TSIH and  copies of such other
documents as such counsel may reasonably have  requested.  All legal matters and
proceedings in connection with this Agreement and the transactions  contemplated
hereby shall have been approved by such counsel.

          (e) OFFICERS AND  DIRECTORS.  TSIH shall cause Lanny R. Lang to tender
his resignation as the Treasurer and director of TSIH and Michael S. Williams as
the President of TSIH. At the conclusion of the Closing,  the following  persons
shall be members of the Board of Directors and the officers of the corporation:

               Michael S. Williams      Chairman of the Board

               Patricia J. Wilks        President and Director

               Dennis C. Palmer         Executive Vice President, Treasurer,
                                        Chief Engineer and Director

               Ambrose Hope             Director of Research and Development
                                        and Director

               Lanny R. Lang            Secretary

          (f) RECEIPT OF CLOSING DOCUMENTS.  DCEC shall have received all of the
closing documents referred to in Section 7.2 hereof.

                                    ARTICLE 7
                                CLOSING DOCUMENTS

     7.1 SECTION  DOCUMENTS TO BE  DELIVERED BY DCEC.  DCEC agrees to deliver to
TSIH on the Closing Date the following:

          (a) BILLS OF SALE,  ASSIGNMENTS  AND  TRANSFERS.  Good and  sufficient
bills of sale,  certificates  of title,  assignments  and other  instruments  of
transfer  with  covenants of warranty  and good title and in form and  substance
satisfactory to TSIH as shall be necessary or appropriate to assign and transfer
to and vest in TSIH or their  nominee or nominees good and  marketable  title to
all the  Acquired  Assets  free  and  clear of any and all  liabilities,  liens,
claims, restrictions on transfer or encumbrances.

          (b)  CERTIFICATES.  A  certificate  of DCEC  dated  the  Closing  Date
certifying as to the matters set forth in Sections 6.1(a) and (e) hereof.

          (c) GOOD STANDING CERTIFICATE FOR DCEC. A certificate of good standing
of DCEC issued by the applicable  authority of the State of California dated not
more than 10 days prior to the Closing Date.

                                       14
<PAGE>
          (d) CONSENTS TO  ASSIGNMENTS.  All consents of third parties which are
necessary,  in the opinion of TSIH, to effectively  transfer the Acquired Assets
in the manner  provided  for  herein,  free and clear of all  liens,  claims and
encumbrances and in form and substance satisfactory to such counsel.

          (e)  CERTIFICATE  OF SECRETARIAL  OFFICER OF DCEC.  Certificate of the
Secretary of DCEC dated the Closing  Date with respect to corporate  proceedings
authorizing this Agreement and the transactions contemplated thereunder.

          (f) OTHER  DOCUMENTS.  Such  other  documents  and  showings  as shall
reasonably be requested by TSIH.

     7.2  DOCUMENTS TO BE  DELIVERED BY TSIH.  TSIH agrees to deliver to DCEC on
the Closing Date the following:

          (a)  CERTIFICATE.  A  certificate  of  TSIH  dated  the  Closing  Date
certifying as to matters set forth in Sections 6.2(a) and (c) hereof.

          (b) GOOD STANDING CERTIFICATE FOR TSIH. A certificate of good standing
of TSIH issued by the applicable authority of the State of Nevada dated not more
than 10 days prior to the Closing Date.

          (c)  CERTIFICATE  OF SECRETARIAL  OFFICER OF TSIH.  Certificate of the
Secretary of TSIH dated the Closing  Date with respect to corporate  proceedings
authorizing this Agreement and the transactions contemplated thereunder.

          (d) OTHER  DOCUMENTS.  Such  other  documents  and  showings  as shall
reasonably be requested by DCEC.

                                    ARTICLE 8
                 TERMINATION, AMENDMENTS, WAIVER AND ASSIGNMENT

     8.1 TERMINATION.  This Agreement may be terminated at any time prior to the
Closing Date:

          (a) By mutual consent of TSIH and DCEC;

          (b) By TSIH (i) if in good faith opinion of TSIH,  upon written notice
with  reasonable  rights to cure within a minimum of five days from such notice,
DCEC has breached any of the  representations,  warranties  or covenants of this
Agreement or (ii) if any of the conditions precedent as set forth in Section 6.1
above have not been performed by the Closing Date;

          (c) By DCEC (i) if in good faith opinion of DCEC,  upon written notice
with  reasonable  rights to cure within a minimum of five days from such notice,
TSIH has breached any of the  representations,  warranties  or covenants of this
Agreement or (ii) if any of the conditions precedent as set forth in Section 6.2
above have not been performed by the Closing Date; or

                                       15
<PAGE>
          (d) By DCEC in its discretion upon payment of $30,000 to TSIH.

     8.2 EFFECT OF  TERMINATION.  In the event of  termination of this Agreement
pursuant  to Section  8.1 hereof,  there  shall be no  liability  on the part of
either party to the other,  PROVIDED,  HOWEVER,  that (a) this Section 8.2 shall
not  preclude  liability  attaching  to a party who has caused  the  termination
hereof by willful act or willful  failure to act in  violation  of the terms and
provisions of this  Agreement,  and (b)  termination of this Agreement shall not
terminate or affect the  agreements of the parties  hereto set forth in Sections
9.3 or 9.5 hereof.

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

     8.4 WAIVER.  Any terms or  provisions  of this  Agreement  may be waived in
writing at any time by the party which is entitled to the benefits thereof.  The
failure  of any  party  at any  time or  times  to  require  performance  of any
provision hereof shall in no manner affect such party's right at a later time to
enforce the same.  No waiver by any party of a condition or of the breach of any
term, covenant,  representation or warranty contained in this Agreement, whether
by conduct or otherwise,  in any one or more instances  shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other  condition  or of the  breach of any other  term,  covenant,
representation or warranty of this Agreement.

     8.5  ASSIGNMENT.  This  Agreement  shall not be  assigned  by either  party
without  the  prior  written  consent  of the  other  party  and  any  attempted
assignment  without such written  consent shall be null,  void and without legal
effect.

                                    ARTICLE 9
                               GENERAL PROVISIONS

     9.1 SECTION SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties  herein made by DCEC in Article 3 hereof or by TSIH under Article
4 hereof,  shall be deemed to be remade at and survive  the  Closing  Date for a
period of two years.

     9.2 INDEMNIFICATION.

          (a) DCEC'S  INDEMNIFICATION.  DCEC and the DCEC Shareholders  agree to
indemnify and hold harmless TSIH, from and against any claim, loss, damage, cost
or expense  whatsoever,  including  attorneys'  fees and expenses of litigation,
which TSIH may incur or suffer by reason, either directly or indirectly,  of any
of the following:

               (i) The inaccuracy of any representation or warranty made by DCEC
     and the DCEC Shareholders hereunder;

                                       16
<PAGE>
               (ii) The breach of any of the  agreements  or  covenants  of DCEC
     contained herein or in any certificate or other document  delivered by DCEC
     to TSIH in accordance with the terms hereof;

               (iii) The  failure of DCEC to satisfy  and  discharge  all of the
     Excluded Obligations; and

               (iv) All  litigation,  suits,  claims,  demands,  proceedings  or
     matters relating,  to the ownership of the Acquired Assets or the operation
     of the Business on or prior to the Closing Date. TSIH may contest any claim
     or   liability,   which,   if   established,   would  be  the   subject  of
     indemnification  hereunder, and in such event all legal fees, disbursements
     and other  costs and  expenses  of such  contest  shall  also be an item of
     indemnification by DCEC and the DCEC Shareholders hereunder.

          (b) TSIH'S INDEMNIFICATION. TSIH agrees to indemnify and hold harmless
DCEC from and against,  any claim,  loss,  damage,  cost or expense  whatsoever,
including  attorneys'  fees and expenses of litigation,  which DCEC may incur or
suffer by reason, either directly or indirectly of the following:

               (i) The inaccuracy of any representation or warranty made by TSIH
     hereunder;

               (ii) The breach of any of the  agreements  or  covenants  of TSIH
     contained herein or in any certificate or other document  delivered by TSIH
     to DCEC in accordance with the terms hereof, and

               (iii) The  failure of TSIH to satisfy and  discharge  the Assumed
     Obligations.   DCEC  may  contest  any  claim  or  liability,   which,   if
     established, would be the subject of indemnification hereunder, and in such
     event all legal fees,  disbursements  and other costs and  expenses of such
     contest shall also be an item of indemnification by TSIH hereunder.

     9.3 BROKERAGE COMMISSION. Each party hereto represents and warrants that it
has not had any negotiations or dealings with any advisors,  brokers or finders,
and that no  obligation or  liability,  contingent  or otherwise,  for advisory,
brokerage or finder's  commissions or fees has been incurred in connection  with
the  transactions  contemplated  hereunder.  The parties each  further  agree to
indemnify and hold the other harmless from and against the claims of any person,
firm or corporation claiming any brokerage  commission,  finder's fee or similar
compensation  based on any alleged  negotiations  or dealings with the indemnity
contrary to the foregoing representations.

     9.4 NOTICES.  All notices and other  communications  hereunder  shall be in
writing  and  shall be  deemed  given  if  delivered  personally  or  mailed  by
registered or certified  mail (return  receipt  requested) to the parties at the
following  addresses (or at such other address for a party as shall be specified
by such party by like notice):

                                       17
<PAGE>
               If to DCEC or the DCEC Shareholders:

                    Dyna-Cam Engine Corporation
                    23960 Madison
                    Torrance, California  90505
                    Attn: Patricia J. Wilks

               If to TSIH:

                    TSI Capital Corp.
                    2117 South 48th Street, Suite 105
                    Tempe, Arizona 85282
                    Attn: Michael S. Williams

     Written  notice given by any other method  shall be deemed  effective  only
when actually received by the party to whom given.

     9.5 EXPENSES.  Except as set forth below,  the parties shall bear their own
respective  legal,  accounting,  title and other related  expenses in connection
with this  Agreement and the sale and purchase  provided for  hereunder.  In the
event of termination of this Agreement under Section 8.1 (a) or (b), DCEC agrees
to reimburse TSIH for its costs and expenses,  including  legal fees incurred in
connection with preparation of this Agreement, in an amount up to $20,000.

     9.6 LEGAL REPRESENTATION.  The parties hereto acknowledge that the law firm
of Lewis and Roca LLP has  represented  TSIH in connection  with the negotiation
and  consummation of this Agreement and the  transactions  contemplated  herein.
DCEC and the DCEC  Shareholders  have been advised to seek independent legal and
accounting  advice  in  connection  with  this  Agreement  and the  transactions
contemplated herein and have obtained such advice to the extent desired by them.

     9.7 FURTHER  ASSURANCES.  After the Closing Date, DCEC, at its own expense,
shall do,  execute,  acknowledge  and  deliver all  further  acts,  conveyances,
transfers,  documents  and  assurances  necessary or proper to vest in TSIH good
title to the Acquired Assets,  free and clear of any liens,  claims,  charges or
encumbrances  whatsoever,  and otherwise to effect such sale in accordance  with
the provisions of this Agreement.

     9.8 MISCELLANEOUS.  This Agreement (a) constitutes the entire agreement and
supersedes all other prior agreements and  undertakings,  both written and oral,
between the  parties,  with  respect to the subject  matter  hereof;  (b) is not
intended to confer upon any other person any rights or remedies  hereunder;  (c)
shall be  binding  upon and inure to the  benefit  of TSIH and  DCEC,  and their
respective  successors  and assigns;  and (d) shall be governed in all respects,
including  validity,  interpretation  and  effect,  by the laws of the  State of
Arizona as applied without regard to conflict of law principles.  This Agreement
may be  executed  in  counterparts  which  together  shall  constitute  a single
agreement.  Article headings and Section headings as contained in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

                                       18
<PAGE>
     9.9 GENDER. Where in this Agreement masculine pronouns are used, such words
shall be considered  feminine or neuter pronouns where the context indicates the
propriety of such use.

     9.10 ILLEGALITY. In the event that any provision of this Agreement shall be
held to be invalid,  illegal or  unenforceable,  such provision  shall be deemed
modified to the least  extent  necessary  to cause such  provision  to be valid,
legal or enforceable, and the validity, legality and enforceability of the other
provisions of the Agreement shall not be affected or impaired thereby.

     9.11 EFFECT OF  ATTACHMENTS.  Each Schedule and Exhibit  referred to herein
shall be  deemed a part of this  Agreement  to the same  extent  as if each such
Schedule and Exhibit was set forth herein in its entirety.

     IN WITNESS WHEREOF,  this Agreement has been executed by the parties hereto
as of the day and year first written above.


                                        TSIH:
                                        TSI HANDLING, INC.

                                        By /s/ Michael S. Williams
                                           -------------------------------------
                                           Michael S. Williams
                                           President


                                        DCEC:
                                        DYNA-CAM ENGINE CORPORATION

                                        By /s/ Patricia J. Wilks
                                           -------------------------------------
                                           Patricia J. Wilks
                                           President


                                        DCEC SHAREHOLDERS:

                                        /s/ Patricia J. Wilks
                                        ----------------------------------------
                                        Patricia J. Wilks

                                        /s/ Dennis C. Palmer
                                        ----------------------------------------
                                        Dennis C. Palmer

                                        /s/ Ambrose D. Hope
                                        ----------------------------------------
                                        Ambrose D. Hope

                                        /s/ Claude Palmer
                                        ----------------------------------------
                                        Claude Palmer

                                       19
<PAGE>
                            EXHIBIT AND SCHEDULE LIST

Exhibit A                              DCEC Shareholders
Exhibit B                              Certificate of Designation
Exhibit C                              Placement Agreement
Exhibit D                              Employment Agreement
Exhibit E                              Capital Advisory and Financial Consulting
                                       Services Agreement
Exhibit F                              Existing Shareholders' Rights Agreement

Schedules

1.1(a)                                 Inventories
1.1(b)                                 Intellectual Property
1.1(c)                                 Furniture, Fixtures and Equipment
1.1(e)                                 Accounts Receivable and Bank Accounts
1.1(f)                                 Real Estate Leases
1.1(g)                                 Equipment Leases
1.1(h)                                 Prepaid Expenses, Insurance and Deposits
1.1(I)                                 Other Contracts
1.1(j)                                 Licenses, Permits and Certifications
1.1(k)                                 Premises, Blueprints and Designs

1.3                                    Liabilities Assumed

3.10                                   Employment Contracts
3.11                                   Adverse Changes
3.13                                   Insurance Policies
3.14                                   Litigation and Claims
3.15                                   Venders and Supplies
3.16                                   Infringement
3.18                                   Financial Statements of DCEC

4.7                                    Financial Statements of TSIH
<PAGE>
                                    EXHIBIT A

                                DCEC SHAREHOLDERS

                                Patricia J. Wilks

                                Dennis C. Palmer

                                 Ambrose D. Hope

                                  Claude Palmer