Exhibit 2.1



                                                                  EXECUTION COPY











                            ASSET PURCHASE AGREEMENT


                                      AMONG


                            nSTOR TECHNOLOGIES, INC.,


                               nSTOR TAIWAN, INC.


                             ONEOFUS COMPANY LIMITED

                                       AND

              THE SHAREHOLDERS LISTED ON THE SIGNATURE PAGE HEREOF




                                November 30, 1999
<PAGE>

                                TABLE OF CONTENTS



1 Definitions...........................................................    1
2 Purchase and Sale Transaction ........................................    5
(a)  Assets to be Purchased ............................................    5
(b)  Liabilities .......................................................    5
(c)  Non-Transferable and Non-Assignable Assets ........................    5
(d)  Deposit ...........................................................    7
(e)  Consideration at Closing 7
(f)  The Closing .......................................................    7
(g)  Allocation of Purchase Price ......................................    7
(h)  Post Closing Adjustment ...........................................    8

3 Representations and Warranties Concerning the Transaction ............    8
(a)  Representations and Warranties of the Shareholders and the Company     8
(i)  Authorization of Transaction ......................................    8
(ii) Noncontravention ..................................................    8
(iii)Brokers' Fees .....................................................    9
(iv) Company Stock .....................................................    9
(v)  Disclosure ........................................................    9
(b)  Representations and Warranties of NTI and Newco ...................    9
(i)  Organization ......................................................    9
(ii) Authorization of Transaction ......................................    9
(iii)Noncontravention ..................................................    9
(iv) Brokers' Fees .....................................................   10

4 Representations and Warranties Concerning the Company ................   10
(a)  Organization, Qualification, and Corporate Power ..................   10
(b)  Capitalization ....................................................   10
(c)  Noncontravention ..................................................   11
(d)  Brokers' Fees .....................................................   11
(e)  Subsidiaries ......................................................   11
(f)  Financial Statements ..............................................   11
(g)  Events Subsequent to Most Recent Fiscal Year End ..................   11
(h)  Legal Compliance; Immigration .....................................   14
(i)  Tax Matters .......................................................   14
(j)  Real Property .....................................................   15
(k)  Intellectual Property .............................................   16
(l)  Title to and Condition of Personal Property .......................   18
(m)  Contracts .........................................................   19
(n)  Powers of Attorney ................................................   19
(o)  Insurance .........................................................   19
<PAGE>

(p)  Litigation ........................................................   19
(q)  Governmental Authorizations .......................................   20
(r)  Commitments and Warranties ........................................   20
(s)  Liability for Services Performed ..................................   20
(t)  Personnel .........................................................   20
(u)  Employees .........................................................   21
(v)  Employee Benefits .................................................   21
(w)  Guaranties ........................................................   22
(x)  Environmental, Health, and Safety Matters .........................   22
(y)  Certain Business Relationships with the Company ...................   22
(z)  Absence of Certain Business Practices .............................   23
(aa) Customers and Suppliers ...........................................   23

5 Pre-Closing Covenants ...............................................   23
(a)  Conditions Precedent ..............................................   23
(b)  Operation of Business .............................................   24
(c)  Purchase of Inventory .............................................   24
(d)  Preservation of Business ..........................................   24
(e)  Full Access .......................................................   24
(f)  Preserve Accuracy of Representations and Warranties; Notice of
       Developments ....................................................   24
(g)  Exclusivity .......................................................   24
(h)  No Termination of Shareholders' Obligation by Subsequent Incapacity   25

6 Other Agreements .....................................................   25
(a)  General ...........................................................   25
(b)  Due Diligence Review ..............................................   25
(c)  Schedules .........................................................   26
(d)  Name Change .......................................................   26
(e)  Consents ..........................................................   26
(f)  Employee Matters ..................................................   26
(g)  Litigation Support ................................................   27
(h)  Transition ........................................................   27
(i)  Independent Accountants ...........................................   27
(j)  Tax Matters .......................................................   28
(k)  Audited Financial Statements ......................................   28
(l)  Satisfaction of Obligations .......................................   28
(m)  Investigations; Notices ...........................................   28
(n)  Restrictive Covenants .............................................   28
(o)  Product Specifications ............................................   30

7 Conditions Precedent to Closing ......................................   31
(a)  Conditions Precedent to the Obligations of NTI and Newco ..........   31
(b)  Conditions Precedent to the Obligations of the Company and the
       Shareholders ....................................................   32
<PAGE>

8 Closing ..............................................................   34

9 Remedies for Breaches of this Agreement ..............................   34
(a)  Survival of Representations and Warranties ........................   34
(b)  Indemnification by the Company and the Shareholders ...............   34
(c)  Indemnification by Newco ..........................................   35
(d)  Matters Involving Third Parties ...................................   35
(e)  Determination of Adverse Consequences .............................   37
(f)  Other Indemnification Provisions ..................................   37

10 Termination .........................................................   37
(a)  Termination of Agreement ..........................................   37
(b)  Effect of Termination .............................................   38

11 Miscellaneous .......................................................   38
(a)  Telecopied Signatures .............................................   38
(b)  No Third-Party Beneficiaries ......................................   38
(c)  Entire Agreement ..................................................   38
(d)  Succession and Assignment .........................................   38
(e)  Counterparts ......................................................   38
(f)  Headings ..........................................................   38
(g)  Notices ...........................................................   38
(h)  Governing Law .....................................................   39
(i)  Amendments and Waivers ............................................   39
(j)  Severability ......................................................   40
(k)  Expenses ..........................................................   40
(l)  Construction ......................................................   40
(m)  Incorporation of Exhibits, Annexes, and Schedules .................   40
(n)  Specific Performance ..............................................   40
(o)  Submission to Jurisdiction ........................................   40
(p)  Prevailing Party ..................................................   41
(q)  Public Announcements ..............................................   41
(r)  WAIVER OF JURY TRIAL ..............................................   41

<PAGE>



EXHIBITS
(LIST OF OMITTED EXHIBITS)


Exhibit A-1    Employment Agreement - Johan Olstenius
Exhibit A-2    Employment Agreement - Stuart Campbell
Exhibit A-3    Employment Agreement - Fahim Ahmed
Exhibit B Escrow Agreement
Exhibit C Confidentiality, Noncompetition and Nonsolicitation Agreement
Exhibit D Stock Escrow Agreement
Exhibit E Nonqualified Stock Option Agreement
Exhibit F Subscription Agreement
Exhibit G Financial Statements
Exhibit H Product Specifications

  THE REGISTRANT WILL PROVIDE COPIES OF ANY OMITTED EXHIBITS TO THE COMMISSION
               UPON REQUEST FROM THE COMMISION FOR SAID EXHIBITS.

<PAGE>


                            ASSET PURCHASE AGREEMENT

THIS ASSET  PURCHASE  AGREEMENT is entered into as of November 30, 1999,  by and
among nSTOR TECHNOLOGIES,  INC., a Delaware corporation  ("NTI"),  nSTOR TAIWAN,
INC., a Florida  corporation  and a wholly owned  subsidiary  of NTI  ("Newco"),
ONEOFUS COMPANY  LIMITED,  a limited company  organized under the laws of Taiwan
(the  "Company"),  JOHAN  OLSTENIUS and LI-CHEN LIU (referred to collectively as
the  "Indemnifying  Shareholders"),  and CHING-LONG WU, KUO-CHUNG LIU and WU-SHI
LIU (together with the  Indemnifying  Shareholders,  the  "Shareholders").  NTI,
Newco, the Company and the  Shareholders are referred to collectively  herein as
the "Parties."

The  Company is engaged  in the  business  of  designing  high end RAID  storage
products.

The  Shareholders  own all of the issued and  outstanding  capital  stock of the
Company.

Newco  desires to acquire from the Company,  and the Company  desires to sell to
Newco, on a going concern basis, substantially all of its assets, properties and
business,  all on the  terms and  subject  to the  conditions  set forth in this
Agreement.

NOW, THEREFORE,  in consideration of the premises and the mutual promises herein
made, and in consideration  of the  representations,  warranties,  and covenants
herein contained, the Parties agree as follows.

1.   Definitions.

"Adverse  Consequences"  means  all  actions,  suits,   proceedings,   hearings,
investigations,  charges, complaints,  claims, demands, injunctions,  judgments,
orders, decrees, rulings,  damages, dues, penalties,  fines, costs, amounts paid
in settlement,  Liabilities,  obligations,  Taxes, liens, losses,  expenses, and
fees, including court costs and reasonable attorneys' fees and expenses, and any
other cost of enforcing a party's rights under this Agreement.

"Affiliate"  has  the  meaning  set  forth  in  Rule  12b-2  of the  regulations
promulgated under the Exchange Act.

"Agreement" means this Asset Purchase  Agreement  together with all exhibits and
schedules referred to herein.

"Allocation Schedule" has the meaning specified in Section 2(g) below.

"Applicable Rate" means the corporate base rate of interest  publicly  announced
from time to time by Citibank, N.A.

"Assumed Liabilities" has the meaning set forth in Section 2(b) below.
<PAGE>

"Basis"  means  any  past or  present  fact,  situation,  circumstance,  status,
condition,  activity,  practice,  plan,  occurrence,  event,  incident,  action,
failure  to act,  or  transaction  that  forms or could  form the  basis for any
specified consequence.

"Business Employee" has the meaning set forth in Section 6(f) below.

"Closing" has the meaning set forth in Section 2(f) below.

"Closing Date" has the meaning set forth in Section 2(f) below.

"Code" has the meaning set forth in Section 2(g) below.

"Company Stock" means the stock of the Company.

"Consideration" has the meaning set forth in Section 2(e) below.

"Deposit" has the meaning set forth in Section 2(d) below.

"Due Diligence Period" has the meaning set forth in Section 6(b) below.

"Due Diligence Review" has the meaning set forth in Section 6(b) below.

"Employee  Benefit  Plan"  means  any (a)  defined  benefit  retirement  plan or
deferred  compensation  plan or (b)  bonus,  incentive,  stock  purchase,  stock
ownership,   stock  option,   stock  appreciation   right,   severance,   salary
continuation,  termination, change of control or other fringe benefit or welfare
plan or program offered by the Company to its employees.

"Employment Agreements" means those certain Employment Agreements  substantially
in the form of Exhibit A-1, Exhibit A-2 and Exhibit A-3.

"Environmental,  Health, and Safety Requirements" shall mean all federal, state,
local and foreign statutes, regulations,  ordinances and other provisions having
the  force  or  effect  of law,  all  judicial  and  administrative  orders  and
determinations, all contractual obligations and all common law concerning public
health and safety,  worker health and safety, and pollution or protection of the
environment.

"Escrow Agreement" means that certain Escrow Agreement substantially in the form
of Exhibit B.

"Exchange  Act" means the United  States  Securities  Exchange  Act of 1934,  as
amended.

"Financial Statements" has the meaning set forth in Section 4(f) below.
<PAGE>

"GAAP" means the generally accepted accounting principles as in effect from time
to time in the Republic of China ("ROC").

"Governmental Authorizations" has the meaning set forth in Section 4(q) below.

"Indemnified Party" has the meaning set forth in Section 9(d)(i) below.

"Indemnifying Party" has the meaning set forth in Section 9(d)(i) below.

"Intellectual  Property"  means  all of  the  following  used  in,  related  to,
developed in connection  with,  purchased in  connection  with or related to the
Company's  business  or  owned  by the  Company:  (a)  all  inventions  (whether
patentable  or  unpatentable  and  whether  or not  reduced  to  practice),  all
improvements  thereto,  and  all  patents,   patent  applications,   and  patent
disclosures,      together     with     all     reissuances,      continuations,
continuations-in-part,  revisions,  extensions,  and reexaminations thereof, (b)
all trademarks,  service marks,  trade dress,  logos, and trade names,  together
with all translations,  adaptations,  derivations,  and combinations thereof and
including   all   goodwill   associated   therewith,   and   all   applications,
registrations,  and  renewals in  connection  therewith,  (c) all  copyrightable
works,  all copyrights,  and all  applications,  registrations,  and renewals in
connection  therewith,  (d) all mask works and all applications,  registrations,
and renewals in connection  therewith,  (e) all trade  secrets and  confidential
business  information  (including  ideas,  research and  development,  know-how,
formulas,  compositions,  manufacturing and production processes and techniques,
prototypes,  technical data, designs, drawings,  diskettes,  stored data, suite,
application,  operating  system,  specifications,  lists of and data relating to
current,  prior  and  prospective  customers  and  suppliers,  pricing  and cost
information,  and business and marketing plans and proposals),  (f) all computer
software (including data and related  documentation),  (g) all other proprietary
rights,  (h) all copies and tangible  embodiments  thereof (in whatever  form or
medium)  and (i)  derivative  works made or  developed  in  connection  with the
foregoing.

"Knowledge" means that which is known by a Person and that of which a Person has
constructive  knowledge based upon information  readily available to that person
in the performance of such Person's duties.  In the case of the Company,  NTI or
Newco,  "Knowledge"  includes,   without  limitation,  the  "Knowledge"  of  its
respective employees, independent contractors, directors and executive officers.

"Liability" means any liability  (whether known or unknown,  whether asserted or
unasserted,  whether  absolute  or  contingent,  whether  accrued or  unaccrued,
whether liquidated or unliquidated, and whether due or to become due), including
any liability for Taxes.

"Liquidated Assets" has the meaning set forth in Section 2(h) below.
"Liquidated Liabilities" has the meaning set forth in Section 2(h) below.

"Liquidation Certificate" has the meaning set forth in Section 2(h) below.
<PAGE>

"Material  Adverse  Effect" means,  individually  or together with other adverse
effects,  any material  adverse  effect on the assets,  liabilities,  results of
operations,  business  condition  (financial  or  otherwise) or prospects of the
Company or on the Company's ability to consummate the transactions  contemplated
hereby  or the  ability  of  Newco  to  operate  the  business  of  the  Company
immediately  after the Closing in substantially the same manner as such business
is conducted by the Company prior to Closing.

"Most Recent  Balance Sheet" means the balance sheet  contained  within the Most
Recent Financial Statements.

"Most  Recent  Financial  Statements"  has the meaning set forth in Section 4(f)
below.

"Most Recent Fiscal Period End" has the meaning set forth in Section 4(f) below.

"Most Recent Fiscal Year End" has the meaning set forth in Section 4(f) below.

"Noncompetition  Agreement" means that certain  Confidentiality,  Noncompetition
and Nonsolicitation Agreement substantially in the form of Exhibit C.

"Ordinary  Course of Business" means the ordinary course of business  consistent
with  past  custom  and  practice   (including  with  respect  to  quantity  and
frequency).

"Person" means an individual, a partnership,  a corporation, a limited liability
company,  a limited company,  an association,  a joint stock company, a trust, a
joint venture,  an entity,  an  unincorporated  organization,  or a governmental
entity (or any department, agency, or political subdivision thereof).

"Purchased Assets" has the meaning specified in Section 2(a) below.

"Related Party" has the meaning specified in Section 4(y) below.

"Rights" has the meaning specified in Section 2(c) below.

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

"Security Interest" means any mortgage,  pledge, lien, charge, security interest
or encumbrance of any nature whatsoever.

"Stock Escrow Agreement" means that certain Stock Escrow Agreement substantially
in the form of Exhibit D.

"Stock Option Agreement" means that certain  Nonqualified Stock Option Agreement
substantially in the form of Exhibit E.
<PAGE>

"Subscription Agreement" means that certain Subscription Agreement substantially
in the form of Exhibit F.

"Subsidiary"  means any  corporation or entity with respect to which a specified
Person (or a Subsidiary  thereof) owns a majority of the common stock (or equity
securities)  or has the  power  to vote  or  direct  the  voting  of  sufficient
securities to elect a majority of the directors (or similar Persons).

"Tax" means any  federal,  state,  local,  or foreign  income,  gross  receipts,
license, payroll,  employment,  excise, severance,  stamp, occupation,  premium,
windfall  profits,  environmental,  customs  duties,  capital stock,  franchise,
profits, withholding,  social security (or similar),  unemployment,  disability,
real property,  personal  property,  sales, use, transfer,  registration,  value
added,  alternative  or  add-on  minimum,  estimated,  or other  Tax of any kind
whatsoever,  including  any  interest,  penalty,  or addition  thereto,  whether
disputed or not, and any obligations  under any agreements or arrangements  with
respect to any of the foregoing.

"Tax  Return"  means any  return,  declaration,  report,  claim for  refund,  or
information  return or statement  relating to Taxes,  including  any schedule or
attachment thereto, and including any amendment thereof.

"Third-Party Claim" has the meaning set forth in Section 9 below.

"Transferred Employee" has the meaning set forth in Section 6(f) below.

"Unassigned Contracts" has the meaning set forth in Section 2(c) below.

2.   Purchase and Sale Transaction.

(a)  Assets to be  Purchased.  On the terms and  subject to the  conditions  set
     forth herein,  at the Closing,  the Company shall sell,  transfer,  assign,
     convey and deliver to Newco, on a going concern basis, all of the Company's
     right,  title and  interest in and to all of the  tangible  and  intangible
     assets  and  properties  of the  Company  listed  on  Section  2(a)  of the
     Disclosure Schedule (the "Purchased Assets").  Notwithstanding  anything to
     the contrary set forth herein, the Purchased Assets shall not include cash,
     certificates of deposit or bank accounts held by the Company.

(b)  Liabilities.  Notwithstanding  anything to the contrary  set forth  herein,
     Newco  shall not  assume  or be  obligated  to pay,  perform  or  otherwise
     discharge any  Liability or obligation of the Company,  direct or indirect,
     known or unknown,  absolute or  contingent,  whether or not  relating to or
     arising from the Purchased Assets or any rights  transferred by the Company
     to Newco  pursuant  to the  terms  and  provisions  hereof  other  than any
     Liability  listed on Section 2(b) of the Disclosure  Schedule (the "Assumed
     Liabilities").

(c)  Non-Transferable  and Non-Assignable  Assets. To the extent that any of the
     Purchased Assets, or any claim, right or benefit arising under or resulting
<PAGE>

     from such Purchased Assets  (collectively,  the "Rights") is not capable of
     being transferred without the approval,  consent or waiver of, or filing or
     application  with,  or notice to, a third  party,  or if the  transfer of a
     Right would  constitute a breach of any obligation  under, or violation of,
     any applicable law unless, the approval, consent or waiver of, or filing or
     application with, or notice to, such third party is obtained or made, then,
     without  limiting  the  rights  and  remedies  of NTI and  Newco  contained
     elsewhere  in this  Agreement,  this  Agreement  shall  not  constitute  an
     agreement to transfer such Right unless and until such  approval,  consent,
     waiver,  filing,  application  or notice has been  obtained  or made (which
     approval, consent, waiver,  application,  notice or filing shall be made or
     obtained at the Company's cost).  After the Closing Date and until all such
     Rights are transferred to Newco, the Company and the Shareholders shall use
     their best efforts to:

          (i) maintain the Company's  existence and hold the Rights in trust for
     Newco;

          (ii)  comply  with  and  perform  in  accordance  with the  terms  and
     provisions of the Rights (and all contracts and Governmental Authorizations
     relating thereto) as agent for Newco and for the benefit of Newco;

          (iii)  cooperate with Newco in any reasonable and lawful  arrangements
     designed to provide the benefits of such Rights solely and  exclusively  to
     Newco, all as directed by Newco;

          (iv)  enforce,  at the  request of Newco and for the account of Newco,
     any  rights of the  Company  arising  from such  Rights  against  any third
     person,  including  the  right to elect to  terminate  any such  rights  in
     accordance  with the terms of such  rights upon the  written  direction  of
     Newco; and

          (v) not  knowingly  waive,  alter or amend  any  obligations  of third
     parties,  whether  expressly  or impliedly  without the written  consent of
     Newco.

In order that the full value of the Rights may be  realized  for the  benefit of
Newco,  the Company and the  Indemnifying  Shareholders  shall, at the Company's
expense,  at the request and under the  direction  of Newco,  in the name of the
Company or otherwise as Newco may specify,  take all such action and do or cause
to be done all such things as are reasonable,  necessary,  proper and prudent in
order that the  obligations of the Company under such Rights may be performed in
such manner that the value of such Rights is preserved and inures to the benefit
of Newco,  and that any moneys and things due and  payable and to become due and
payable to Newco in and under the Rights are received by Newco.

With respect to the contracts and other items  referenced on Section 4(m) of the
Disclosure Schedule which have not been assigned to Newco as of the Closing Date
(the  "Unassigned  Contracts")  and which by their terms  require the Company to
perform services thereunder, to the extent permitted by law and the terms of the
Unassigned  Contracts,  the Company hereby hires and authorizes Newco to perform
<PAGE>

the services  specified in such Unassigned  Contracts,  on the Company's behalf,
pursuant to the terms of such  Unassigned  Contracts.  In addition,  the Company
hereby  authorizes  and directs Newco to collect  payment for services  rendered
pursuant to the Unassigned  Contracts for the account of Newco. Newco shall have
the right to terminate its obligations  under this paragraph to perform services
under the  Unassigned  Contracts in the event that payment for such services has
been  remitted to the Company by the other party to the  contract  and Newco has
not  received  from the Company the  amounts due to it for such  services  for a
period in excess of ten (10) days following the Company's receipt of the payment
or in the event the other party is in default thereof.

The Company and the  Indemnifying  Shareholders  shall use their best efforts to
obtain all consents with respect to Rights and Unassigned Contracts necessary to
assign such Rights and Unassigned Contracts to Newco.


(d)  Deposit.  On the date hereof,  NTI shall deposit  US$25,000 (the "Deposit")
     with  Akerman,  Senterfitt  & Eidson,  P.A.,  counsel to NTI, to be held in
     escrow  pursuant to the Escrow  Agreement and distributed to the Company on
     the Closing Date in partial payment of the Consideration due to the Company
     from Newco on such Closing Date as described in Section 2(e) below.  If NTI
     and Newco fail to close the transactions  contemplated hereby in accordance
     with  Section  2(f),  after the  satisfaction  or waiver of the  conditions
     precedent to Closing set forth in Section 7, the Company  shall be entitled
     to the Deposit together with all interest  thereon,  and the payment of the
     Deposit to the Company shall  constitute  the Company's  sole and exclusive
     remedy, at law or in equity, provided,  however, if NTI and Newco determine
     not to close the transactions  contemplated hereby pursuant to Section 6(b)
     or 6(c) hereof,  the Deposit shall be returned to Newco and this  Agreement
     shall be terminated without liability on the part of any of the Parties. If
     the Company or the Shareholders fail to close the transactions contemplated
     hereby in accordance with Section 2(f), after the satisfaction or waiver of
     the conditions  precedent to Closing set forth in Section 7, Newco shall be
     entitled to the Deposit, together with all interest thereon and the payment
     of the  Deposit to Newco will not impair or  prejudice  any other  legal or
     equitable remedy that NTI or Newco may have for a breach of this Agreement.

(e)  Consideration  at  Closing.  At the  Closing,  Newco  shall  deliver to the
     Company  cash in the  amount of  US$250,000,  including  the  Deposit  (the
     "Consideration")  payable by wire transfer or other  immediately  available
     funds.

(f)  The Closing. The closing of the transactions contemplated by this Agreement
     (the  "Closing")  shall take place at the offices of Akerman,  Senterfitt &
     Eidson, P.A., Miami,  Florida, on February 13, 2000, or at any other place,
     time or date (not later than March 13,  2000) as the Parties  designate  in
     writing,  and  shall be  effective  as of 12:01  A.M.,  on the date of this
     Closing (the "Closing Date").

(g)  Allocation of Purchase  Price.  Set forth on Section 2(g) of the Disclosure
     Schedule is a schedule (the "Allocation  Schedule") allocating the purchase
     price (including, for the purpose of such Schedule, any other consideration
     paid to the Company,  including Assumed  Liabilities),  among the Purchased
     Assets.  The Allocation  Schedule shall be reasonable and shall be prepared
     in accordance with Section 1060 of the United States Internal  Revenue Code
     (the "Code") and the regulations thereunder.  The Company agrees to provide
     Newco  and NTI with any  information  required  by NTI or Newco in order to
     complete and file Internal  Revenue Form 8594. Any such allocation shall in
<PAGE>

     no  event  limit  the  liability  of  the  Company  and  the   Indemnifying
     Shareholders  to NTI or Newco  with  respect  to  damages,  liabilities  or
     expenses  incurred  by NTI or  Newco  with  respect  to any  breach  of any
     representations, warranties, covenants or agreements made by the Company or
     the Indemnifying Shareholders hereunder.

(h)  Post Closing Adjustment. Upon liquidation of the inventory and the accounts
     receivable  listed  on  Section  2(a) of the  Disclosure  Schedule  and the
     Assumed Liabilities listed on Section 2(b) of the Disclosure Schedule,  but
     in no event more than sixty (60) days following the Closing,  NTI and Newco
     shall deliver to the Company a  certificate  signed by the President of NTI
     or Newco (the  "Liquidation  Certificate")  setting  forth the  liquidation
     value of (i) the  inventory  (the value of which  shall be agreed to by the
     Parties during the Due Diligence Period) and the accounts receivable (based
     on amounts collected) (collectively,  the "Liquidated Assets") and (ii) the
     Assumed Liabilities (based on amounts paid) (the "Liquidated Liabilities").
     If the  value  of the  Liquidated  Assets  is less  than  the  value of the
     Liquidated  Liabilities,  the  Company  shall pay to NTI the  amount of the
     deficiency  within thirty (30) days following  delivery of the  Liquidation
     Certificate. If the value of the Liquidated Assets is equal to the value of
     the Liquidated  Liabilities or the value of the Liquidated  Assets does not
     exceed  the value of the  Liquidated  Liabilities  by more than  US$25,000,
     there will be no adjustment to the purchase price and the Parties will have
     no further liability with regards to this Section 2(h). If the value of the
     Liquidated  Assets exceeds the value of the Liquidated  Liabilities by more
     than  US$25,000,  NTI  shall  pay to the  Company  the  amount in excess of
     US$25,000  within thirty (30) days  following  delivery of the  Liquidation
     Certificate.

3.   Representations and Warranties Concerning the Transaction.

(a)  Representations  and Warranties of the  Shareholders  and the Company.  The
     Shareholders and the Company, jointly and severally,  represent and warrant
     to NTI and Newco that the  statements  contained  in this  Section 3(a) are
     correct and complete as of the date of this Agreement.

          (i) Authorization of Transaction. The Shareholders have full power and
     authority  to execute  and  deliver  this  Agreement  and to perform  their
     obligations  hereunder.  This Agreement  constitutes  the valid and legally
     binding obligation of the Shareholders,  enforceable in accordance with its
     terms and conditions.  The  Shareholders  need not give any notice to, make
     any filing with, or obtain any authorization,  consent,  or approval of any
     government  or  governmental  agency  or  any  other  Person  in  order  to
     consummate the transactions contemplated by this Agreement.

          (ii) Noncontravention.  Neither the execution and the delivery of this
     Agreement,  nor the consummation of the transactions  contemplated  hereby,
     will (A) violate any constitution,  statute, regulation, rule, Governmental
     Authorization,  injunction,  judgment,  order, decree,  ruling,  charge, or
     other restriction of any government, governmental agency, or court to which
     the  Company  is  subject  or (B)  conflict  with,  result in a breach  of,
     constitute a default under,  result in the  acceleration  of, create in any
     party the right to accelerate, terminate, modify, or cancel, or require any
     notice under any agreement,  contract, lease, license, instrument, or other
     arrangement  to which the  Company is a party or by which they are bound or
     to which any of its assets are subject.
<PAGE>

          (iii) Brokers' Fees. The Shareholders have not incurred any obligation
     for any  finder's  or  broker's  fees or  commissions  with  respect to the
     transactions contemplated by this Agreement.

          (iv)  Company  Stock.  The   Shareholders   hold  of  record  and  own
     beneficially  the  number of shares of  Company  Stock set forth in Section
     4(b) of the  Disclosure  Schedule,  free and clear of any  restrictions  on
     transfer, Taxes, Security Interests,  options,  warrants,  purchase rights,
     contracts,  commitments,  equities, claims and/or demands. The Shareholders
     are not a party to any option,  warrant,  purchase right, or other contract
     or commitment  that could  require the  Shareholders  to sell,  transfer or
     otherwise dispose of any capital stock of the Company. The Shareholders are
     not a party to any voting trust, proxy,  shareholders  agreement,  or other
     agreement  or  understanding  with  respect  to any  capital  stock  of the
     Company.

          (v)  Disclosure.  Neither  this  Agreement  nor  any of the  exhibits,
     attachments,  written  statements,  documents,  certificates or other items
     prepared for or supplied to NTI or Newco by the Shareholders or the Company
     with respect to the  transactions  contemplated  hereby contains any untrue
     statement of a material fact or omits to state any material fact  necessary
     in order to make each statement contained herein or therein not misleading.
     There is no fact which the Shareholders or the Company has not disclosed to
     NTI or Newco herein and of which the  Shareholders  or the Company is aware
     which could be anticipated to have a Material Adverse Effect.


(b)  Representations  and Warranties of NTI and Newco.  NTI and Newco  represent
     and  warrant  to the  Shareholders  and the  Company  that  the  statements
     contained  in this  Section 3(b) are correct and complete as of the date of
     this Agreement.

          (i)  Organization.  NTI  is  a  corporation  duly  organized,  validly
     existing,  and in good  standing  under the laws of the State of  Delaware.
     Newco  is a  corporation  duly  organized,  validly  existing  and in  good
     standing under the laws of the State of Florida.

          (ii)  Authorization  of  Transaction.  Each of NTI and  Newco has full
     power and  authority  (including  full  corporate  power and  authority) to
     execute  and  deliver  this  Agreement  and  to  perform  its   obligations
     hereunder.  This  Agreement  constitutes  the  valid  and  legally  binding
     obligation of each of NTI and Newco, enforceable against them in accordance
     with its terms and  conditions.  Neither  NTI or Newco need give any notice
     to, make any filing with, or obtain any authorization, consent, or approval
     of any  government or  governmental  agency or any other Person in order to
     consummate the transactions contemplated by this Agreement.
<PAGE>

          (iii) Noncontravention. Neither the execution and the delivery of this
     Agreement,  nor the consummation of the transactions  contemplated  hereby,
     will (A) violate any constitution,  statute,  regulation, rule, injunction,
     judgment,  order,  decree,  ruling,  charge,  or other  restriction  of any
     government,  governmental  agency, or court to which either NTI or Newco is
     subject  or any  provision  of their  respective  charter  or bylaws or (B)
     conflict with, result in a breach of, constitute a default under, result in
     the  acceleration  of,  create  in  any  party  the  right  to  accelerate,
     terminate,  modify,  or cancel,  or require any notice under any agreement,
     contract, lease, license,  instrument, or other arrangement to which either
     of NTI or Newco is a party or by which  either  of NTI or Newco is bound or
     to which any of their respective assets are subject.

          (iv) Brokers' Fees. Neither NTI nor Newco have incurred any obligation
     for  finder's  or  broker's  fees  or  commissions   with  respect  to  the
     transactions contemplated by this Agreement.

4.  Representations and Warranties  Concerning the Company.  The Company and the
Indemnifying Shareholders,  jointly and severally,  represent and warrant to NTI
and Newco  that the  statements  contained  in this  Section 4 are  correct  and
complete as of the date of this Agreement  except as set forth in the Disclosure
Schedule.  The  Disclosure  Schedule  shall be  effective  to modify  only those
representations  and warranties to which the Disclosure  Schedule makes explicit
reference.

(a)  Organization,  Qualification, and Corporate Power. The Company is a limited
     company duly organized,  validly  existing,  and in good standing under the
     laws of Taiwan.  The Company is duly authorized to conduct  business and is
     in  good  standing  under  the  laws  of  each   jurisdiction   where  such
     qualification  is  required.  The  Company  has full  corporate  power  and
     authority and all licenses,  permits, and authorizations necessary to carry
     on the businesses in which it is engaged and in which it presently proposes
     to engage and to own and use the  properties  owned and used by it. Section
     4(a) of the  Disclosure  Schedule  lists the  directors and officers of the
     Company.  Correct and complete copies of the articles of incorporation  and
     bylaws of the Company (as amended to date) are  included as part of Section
     4(a) of the Disclosure  Schedule.  The minute books (containing the records
     of meetings of the stockholders, the board of directors, and any committees
     of the board of  directors),  the stock  certificate  books,  and the stock
     record books of the Company are correct and complete and a true and correct
     copy  thereof  has been  provided  to NTI and Newco.  The Company is not in
     default  under  or in  violation  of  any  provision  of  its  articles  of
     incorporation or bylaws.

(b)  Capitalization.   The  entire   authorized   capital  of  the   Company  is
     NT$5,000,000 and has been duly authorized,  fully paid, and  nonassessable,
     and is held of record and owned  beneficially  by the  Shareholders  in the
     amount set forth in Section 4(b) of the Disclosure  Schedule.  There are no
     outstanding or authorized options, warrants,  purchase rights, subscription
     rights,  conversion  rights,  exchange rights,  preemptive  rights or other
     contracts or commitments that could require the Company to issue,  sell, or
     otherwise  cause  to  become  outstanding  any  of  its  capital  stock  or
     securities  convertible or exchangeable for, or any options,  warrants,  or
     rights to purchase,  any of such capital  stock.  There are no  outstanding
     obligations of the Company to repurchase,  redeem or otherwise  acquire any
     capital stock or any securities  convertible  into or exchangeable for such
     capital  stock or any options,  warrants or rights to purchase such capital
     stock  or  securities.   There  are  no  outstanding  or  authorized  stock
     appreciation,  phantom stock, profit participation,  or similar rights with
     respect  to the  Company.  There are no voting  trusts,  proxies,  or other
     agreements or understandings with respect to the voting, transfer, dividend
     or other rights of the capital stock of the Company.
<PAGE>

(c)  Noncontravention. Neither the execution and the delivery of this Agreement,
     nor the  consummation of the  transactions  contemplated  hereby,  will (i)
     violate any constitution,  statute, regulation, rule, injunction, judgment,
     order,  decree,  ruling,  charge,  or other  restriction of any government,
     governmental  agency,  or court to which  the  Company  is  subject  or any
     provision of the articles of incorporation or bylaws of the Company or (ii)
     conflict with, result in a breach of, constitute a default under, result in
     the  acceleration  of,  create  in  any  party  the  right  to  accelerate,
     terminate,  modify,  or cancel,  or require any notice under any agreement,
     contract,  lease,  license,  instrument,  or other arrangement to which the
     Company is a party or by which they are bound or to which any of its assets
     are subject (or result in the imposition of any Security  Interest upon any
     of its  assets).  The Company  need not give any notice to, make any filing
     with,  or obtain any  authorization,  consent,  or  approval of any Person,
     government  or  governmental  agency in order for the Parties to consummate
     the  transactions  contemplated by this  Agreement,  except as set forth in
     Section 4(c) of the Disclosure Statement.

(d)  Brokers' Fees. The Company has not incurred any obligation for any finder's
     or  broker's  fees  or  commissions   with  respect  to  the   transactions
     contemplated by this Agreement.

(e)  Subsidiaries.  The Company does not currently  have, and has never had, any
     Subsidiaries and does not own any securities of any other Person.

(f)  Financial  Statements.  Attached  hereto  as  Exhibit  G are the  following
     financial statements (collectively the "Financial Statements"): (i) audited
     balance  sheet and  statements  of income,  and retained  earnings and cash
     flow,  including the independent  accountant's review report thereon, as of
     and for the fiscal year ended  December 31, 1998 (the "Most  Recent  Fiscal
     Year End") for the Company;  (ii) audited  balance sheet and  statements of
     income,  and retained  earnings and cash flow,  including  the  independent
     accountant's  review  report  thereon as of and for the  fiscal  year ended
     December 31, 1997;  and (iii)  unaudited  balance  sheet and  statements of
     income,  and retained  earnings  and cash flow (the "Most Recent  Financial
     Statements") as of August 31, 1999 and for the period from January 1, 1999,
     through  August 31,  1999 (the "Most  Recent  Fiscal  Period  End") for the
     Company. The Financial  Statements  (including the notes thereto) have been
     prepared in accordance with GAAP applied on a consistent  basis  throughout
     the periods covered thereby,  present fairly the financial condition of the
     Company as of such dates and the results of  operations  of the Company for
     such periods,  and are correct and complete,  and are  consistent  with the
     books and records of the Company  (which  books and records are correct and
     complete).

(g)  Events  Subsequent  to Most Recent  Fiscal Year End.  Since the Most Recent
     Fiscal Year End and except as disclosed in the Disclosure  Schedule,  there
     has not  occurred  any  Material  Adverse  Effect and the  Company has been
     operated  in  the  Ordinary  Course  of  Business.   Without  limiting  the
     generality of the foregoing, since that date:
<PAGE>


          (i) The Company has not sold, leased,  transferred, or assigned any of
     its assets,  tangible or intangible,  other than for fair  consideration in
     the Ordinary  Course of Business to Persons who are not  Affiliates  of the
     Company or the Shareholders;

          (ii) The  Company  has not  entered  into any  agreements,  contracts,
     leases,  or  licenses  either  (A)  involving  more than  US$25,000  in the
     aggregate,  (B) having a term  greater  than 12 months or (C)  outside  the
     Ordinary Course of Business;

          (iii) No party  (including the Company) has  accelerated,  terminated,
     modified,  or  canceled  any  agreements,  contracts,  leases,  or licenses
     involving  more than  US$5,000 in the  aggregate  to which the Company is a
     party or by which it is bound, or threatened to do any of the foregoing;

          (iv) The Company has not imposed or allowed to be imposed any Security
     Interest upon any of its assets, tangible or intangible;

          (v) The Company has not made any capital  expenditures  involving more
     than US$5,000 in the aggregate or outside the Ordinary Course of Business;

          (vi) The Company has not made any capital  investment in, any loan to,
     or any acquisition of the securities or assets of, any other Person;

          (vii)  Except  as set forth in  Section  4(g)(vii)  of the  Disclosure
     Schedule, the Company has not issued any note, bond, or other debt security
     or created, incurred,  assumed, or guaranteed any indebtedness for borrowed
     money or capitalized  lease obligation  involving more than US$5,000 in the
     aggregate;

          (viii)  The  Company  has not  delayed  or  postponed  the  payment of
     accounts  payable and/or other  Liabilities  outside the Ordinary Course of
     Business,  or accelerated  the receipt of any amount owed to it outside the
     Ordinary Course of Business;

          (ix) The Company has not accelerated or delayed collection of notes or
     accounts  receivable  in advance of or beyond  their  regular  dates or the
     dates when the same could have been  collected  in the  Ordinary  Course of
     Business;

          (x) The Company has not canceled, compromised, waived, or released any
     right or claim either involving more than US$5,000 in the aggregate;

          (xi) The Company has not  granted  any  license or  sublicense  of any
     rights under or with respect to any Intellectual  Property or disclosed any
     proprietary  or  confidential  information  to any third party,  other than
     those  relating to products  sold by the Company in the Ordinary  Course of
     Business;

          (xii) There has been no change made or  authorized  in the articles of
     incorporation or bylaws of the Company;
<PAGE>

          (xiii) The Company has not issued,  sold, or otherwise disposed of any
     of its capital stock or securities  convertible  into or  exchangeable  for
     such stock, or granted any options,  warrants,  or other rights to purchase
     or obtain any of such capital stock or securities;

          (xiv) The Company has not declared, set aside, or paid any dividend or
     made any distribution with respect to its capital stock (whether in cash or
     in kind) or redeemed,  purchased,  or otherwise acquired any of its capital
     stock or other securities;

          (xv) The Company has not experienced any damage,  destruction, or loss
     (whether or not covered by insurance) to its property  involving  more than
     US$5,000 in the aggregate;

          (xvi) The Company has not made any loan to, or entered  into any other
     transaction with, any of its directors,  officers,  and/or employees or any
     of their  Affiliates  or  "Associates"  (as defined in Rule 12b-2 under the
     Exchange Act);

          (xvii) The  Company has not applied any of its assets to the direct or
     indirect  payment,  discharge,  satisfaction  or  reduction  of any  amount
     payable directly or indirectly to or for the benefit of the Shareholders or
     Affiliate thereof or to the prepayment of any such amounts;

          (xviii) The Company has not entered  into any  employment  contract or
     collective bargaining agreement,  written or oral, or modified the terms of
     any such existing contract or agreement;

          (xix) The Company has not granted any increase in any  compensation of
     any  of  its  directors,  officers,  agents,  representatives,  independent
     contractors or employees;

          (xx) The Company has not adopted, amended, modified, or terminated any
     bonus,  profit-sharing,  incentive,  severance, or other plan, contract, or
     commitment for the benefit of any of its directors, officers, and employees
     or taken any such action with respect to any other Employee Benefit Plan;

          (xxi) The  Company  has not made any other  change  in  employment  or
     engagement   terms   for   any  of   its   directors,   officers,   agents,
     representatives, independent contractors or employees;

          (xxii) The Company has not made or pledged to make any  charitable  or
     other capital contribution;

          (xxiii)  There  has not been any  other  material  occurrence,  event,
     incident,  action,  failure to act, or  transaction  outside  the  Ordinary
     Course of Business involving the Company;
<PAGE>

          (xxiv) The Company has not  increased,  or  experienced  any change in
     assumptions underlying or method of calculating, any bad debt, contingency,
     Tax or other  reserves  or changed  its  accounting  practices,  methods or
     assumptions  (including  changes in  estimates or  valuation  methods);  or
     written down the value of any assets; and

          (xxv)  The  Company  has not taken any  action  in  furtherance  of or
     committed to any of the foregoing.

(h)  Legal  Compliance;  Immigration.  The  Company  and  its  predecessors  and
     Affiliates  have  complied,  with all  applicable  laws  (including  rules,
     regulations,   codes,  plans,  injunctions,   judgments,  orders,  decrees,
     rulings,  and charges  thereunder) of federal,  state,  local,  and foreign
     governments (and all agencies thereof),  and no action,  suit,  proceeding,
     hearing,  investigation,  charge,  complaint,  claim, demand, or notice has
     been filed or  commenced  against  any of them  alleging  any failure so to
     comply. The Company's  employees,  consultants and independent  contractors
     are  residing  and  working  in  Taiwan  (i)  free of any  restrictions  or
     limitations on their ability to work in Taiwan and (ii) in compliance  with
     all applicable  laws,  rules and  regulations  relating to immigration  and
     naturalization;  and to the  Knowledge of the Company and the  Indemnifying
     Shareholders,  (i) no action,  suit,  proceeding,  hearing,  investigation,
     charge,  complaint,  claim,  demand,  or notice has been filed or commenced
     against  any of such  employees,  independent  contractors  or  consultants
     alleging  any  failure  so  to  comply  or  seeking  deportation  or  other
     restrictions  or  limitations on their ability to reside and work in Taiwan
     and (ii) there is no reasonable Basis for any of the foregoing. There is no
     reasonable  Basis  to  believe  that all such  employees,  consultants  and
     independent  contractors will not be able to continue to so reside and work
     in Taiwan in accordance with all such laws, rules and regulations.

(i)  Tax Matters.

          (i) The  Company  has filed all Tax  Returns  that it was  required to
     file.  All such Tax Returns were correct and complete in all respects.  All
     Taxes owed by the Company  (whether  or not shown on any Tax  Return)  have
     been paid or are fully and adequately  accrued and adequately  disclosed on
     the Most Recent Balance Sheet. The Company is not currently the beneficiary
     of any extension of time within which to file any Tax Return.  No claim has
     ever been made by an authority in a jurisdiction where the Company does not
     file  Tax  Returns  that  it is or may  be  subject  to  taxation  by  that
     jurisdiction.  There are no Security  Interests on any of the assets of the
     Company that arose in connection  with any failure (or alleged  failure) to
     pay any Tax.

          (ii) The Company has withheld and paid all Taxes required to have been
     withheld and paid in connection with amounts paid or owing to any employee,
     independent contractor, creditor, stockholder, or other third party.

          (iii)  Neither  the  Indemnifying  Shareholders  nor the  Company  has
     Knowledge that any authority expects to assess any additional Taxes for any
     period for which Tax Returns  have been filed,  and there is no  reasonable
     Basis for any such  assessment.  There is no  action,  suit or  proceeding,
<PAGE>

     investigation,  dispute or claim now pending or threatened  concerning  any
     Tax Liability of the Company or proposed  adjustment to the taxable  income
     of the Company  either (A) claimed or raised by any  authority or (B) as to
     which the Indemnifying Shareholders or the Company have Knowledge.  Section
     4(i) of the Disclosure Schedule contains a summary of all Tax Returns filed
     with  respect  to the  Company  for the last  three  completed  Tax  years,
     indicates those Tax Returns that have been audited, and indicates those Tax
     Returns  that  currently  are  the  subject  of  audit.   The  Indemnifying
     Shareholders  have made  available  to NTI and Newco  correct and  complete
     copies  of  all  Tax  Returns,   examination  reports,  and  statements  of
     deficiencies  assessed against or agreed to by the Company since January 1,
     1996.

          (iv) The Company has not waived any statute of  limitations in respect
     of  Taxes  or  agreed  to any  extension  of  time  with  respect  to a Tax
     assessment or deficiency.

          (v) The unpaid Taxes of the Company (A) did not, as of the Most Recent
     Fiscal  Period End,  exceed the reserve for Tax  Liability set forth on the
     face of the Most Recent  Balance Sheet  (rather than in any notes  thereto)
     and (B) do not exceed  that  reserve as  adjusted  for the  passage of time
     through the Closing Date in accordance with the past custom and practice of
     the Company in filing its Tax Returns.

(j)  Real Property. The Company does not own any real property.  Section 4(j) of
     the  Disclosure  Schedule  lists and  describes  briefly all real  property
     leased or subleased to the  Company.  The Company has  delivered to NTI and
     Newco  correct and complete  copies of the leases and  subleases  listed in
     Section 4(j) of the Disclosure  Schedule (as amended to date). With respect
     to each  lease  and  sublease  listed  in  Section  4(j) of the  Disclosure
     Schedule:

          (i) The lease or sublease is legal, valid, binding,  enforceable,  and
     in full force and effect;

          (ii) The lease or sublease will continue to be legal, valid,  binding,
     enforceable,  and in full force and effect on identical terms following the
     consummation of the transactions contemplated hereby;

          (iii) No party to the lease or sublease  is in breach or default,  and
     no event has occurred which, with notice or lapse of time, would constitute
     a breach or default or permit  termination,  modification,  or acceleration
     thereunder;

          (iv) No party to the lease or sublease has  repudiated  any  provision
     thereof;

          (v) There are no disputes,  oral agreements,  or forbearance in effect
     as to the lease or sublease;

          (vi) The Company has not received a notice from the lessor  indicating
     that the lease will not be renewed at the end of its  current  term for any
     additional terms provided for in the lease;
<PAGE>

          (vii) The term of the lease will  continue for a minimum of six months
     past the Closing Date;

          (viii) With respect to each sublease,  if any, the representations and
     warranties  set forth in  subsections  (i) through (vii) above are true and
     correct with respect to the underlying lease;

          (ix) The Company has not assigned,  transferred,  conveyed, mortgaged,
     deeded in trust,  granted any Security  Interest or encumbered any interest
     in the leasehold or subleasehold;

          (x) All facilities  leased or subleased  thereunder  have received all
     approvals  of  governmental  authorities  (including  licenses and permits)
     required in connection  with the  operation  thereof and have been operated
     and maintained in accordance with applicable laws, rules, and regulations;

          (xi) All facilities  leased or subleased  thereunder are supplied with
     utilities  and  other   services   necessary  for  the  operation  of  said
     facilities; and

          (xii) The  Indemnifying  Shareholders  are not aware of any pending or
     threatened  foreclosure or other  enforcement  proceedings  relating to the
     real property  underlying the leases or subleases set forth in Section 4(j)
     of the  Disclosure  Schedule  that could  result in the  Company's  loss of
     possession of such real property.

(k)  Intellectual Property.

          (i) Except as disclosed on Section 4(k)(i) of the Disclosure Schedule,
     (A) the  Company  owns  (or has  the  right  to use  pursuant  to  license,
     sublicense,  agreement  or  permission  in writing and set forth in Section
     4(k)(iv) of the Disclosure  Schedule) all Intellectual  Property  necessary
     for the operation of the  businesses of the Company as presently  conducted
     and as presently  proposed to be conducted;  (B) each item of  Intellectual
     Property  owned or used by the  Company  is  assignable  to  Newco  without
     alteration or  impairment;  and (C) to the Knowledge of the Company and the
     Indemnifying Shareholders,  no former employee or consultant of the Company
     has possession of any Intellectual  Property  (including software in source
     code or object code form).

          (ii)  The   Company  has  not   interfered   with,   infringed   upon,
     misappropriated,  or otherwise  come into  conflict  with any  Intellectual
     Property   rights  of  third   parties,   and  neither   the   Indemnifying
     Shareholders,  nor any of the  Company's  officers,  directors,  employees,
     agents or  independent  contractors  of the Company has ever  received  any
     charge,   complaint,   claim,   demand,   nor  notice   alleging  any  such
     interference,  infringement,  misappropriation, or violation (including any
     claim that the Company must license or refrain from using any  Intellectual
     Property rights of any third party).  To the Knowledge of the  Indemnifying
     Shareholders and the Company, no third party has interfered with, infringed
     upon,   misappropriated,   or  otherwise   come  into   conflict  with  any
     Intellectual Property rights of the Company.
<PAGE>


          (iii) The  Company  does not own any  patents or patent  registrations
     with respect to any of its Intellectual Property.

          (iv) Section 4(k)(iv) of the Disclosure  Schedule identifies each item
     of  Intellectual  Property  that any third  party owns and that the Company
     uses pursuant to license, sublicense,  agreement,  permission or otherwise.
     The Indemnifying  Shareholders  have delivered to NTI and Newco correct and
     complete  copies  of  all  such  licenses,  sublicenses,   agreements,  and
     permissions (as amended to date). With respect to each item of Intellectual
     Property  required to be identified in Section  4(k)(iv) of the  Disclosure
     Schedule:


               (A) The license,  sublicense,  agreement,  or permission covering
          the item is legal, valid, binding,  enforceable, and in full force and
          effect;

               (B)  The  license,  sublicense,  agreement,  or  permission  will
          continue to be legal, valid, binding,  enforceable,  and in full force
          and  effect on  identical  terms  following  the  consummation  of the
          transactions contemplated hereby;

               (C) No party to the license, sublicense, agreement, or permission
          is in breach or default,  and no event has occurred  which with notice
          or lapse of time  would  constitute  a breach  or  default  or  permit
          termination, modification, or acceleration thereunder;

               (D) No party to the license, sublicense, agreement, or permission
          has repudiated any provision thereof;

               (E) The  Company  has no  Liabilities  to any third party for any
          royalty  or  compensation  for  the  use  of the  license,  sublicense
          agreement or permission;

               (F) With  respect to each  sublicense,  the  representations  and
          warranties set forth in subsections (A) through (E) above are true and
          correct with respect to the underlying license;

               (G) The underlying item of  Intellectual  Property is not subject
          to any outstanding  injunction,  judgment,  order, decree,  ruling, or
          charge;

               (H) No action, suit, proceeding, hearing, investigation,  charge,
          complaint,  claim,  or  demand  is  pending  or  is  threatened  which
          challenges the legality, validity, or enforceability of the underlying
          item of Intellectual Property; and
<PAGE>

               (I) The Company has never granted any sublicense or similar right
          with respect to the license, sublicense, agreement, or permission.

          (v) To the Knowledge of the Indemnifying Shareholders and the Company,
     the Company will not interfere  with,  infringe  upon,  misappropriate,  or
     otherwise  come into conflict  with, any  Intellectual  Property  rights of
     third parties as a result of the continued  operation of its  businesses as
     presently conducted and as presently proposed to be conducted.

          (vi) Neither the  Indemnifying  Shareholders  nor the Company have any
     Knowledge  of any  new  products,  inventions,  procedures  or  methods  of
     manufacturing  or processing  that any  competitors  or other third parties
     have  developed  which  reasonably  could be expected to  supersede or make
     obsolete  any  product or  process of the  Company.  For  purposes  of this
     Section 4(k)(vi) the term "Knowledge" shall mean actual knowledge.

          (vii)  Except as  disclosed  on Section  4(k)(vii)  of the  Disclosure
     Schedule, none of the computer software, computer hardware (whether general
     or  special  purpose),   other  similar  or  related  items  of  automated,
     computerized,  and/or  software  systems  that are owned or licensed by the
     Company  or that are  designed,  developed,  implemented  or managed by the
     Company in the conduct of its businesses  will  malfunction,  will cease to
     function, will generate incorrect data or will produce incorrect results in
     any material  respects when  processing,  providing,  and/or  receiving (A)
     date-related  data from,  into and between the twentieth  and  twenty-first
     centuries or (B) date-related data in connection with any valid date in the
     twentieth  and  twenty-first  centuries.   For  purposes  of  this  Section
     4(k)(vii),  with regards to computer  software,  computer hardware (whether
     general or special  purpose),  other similar or related items of automated,
     computerized,  and/or software  systems used by the Company in its business
     which is designed and  manufactured  by a third party,  the Company and the
     Indemnifying  Shareholders may rely on representations  and warranties made
     to the Company by such third party.

          (viii)  Except as disclosed on Section  4(k)(viii)  of the  Disclosure
     Schedule, the Company has not undertaken any contract or relationship under
     which it might have any Liability for any matters relating to the Year 2000
     problem.

(l)  Title to and Condition of Personal  Property.  The Company has good,  valid
     and marketable  title to all of the Purchased  Assets,  including,  without
     limitation,  each item of equipment and other personal property,  tangible,
     intangible  or  otherwise  included  as an  asset  in  Section  2(a) of the
     Disclosure  Schedule  (other than  inventory  disposed  of in the  Ordinary
     Course of  Business  since  the date of the Most  Recent  Balance  Sheet to
     Persons  other than the  Shareholders  or  Affiliates of the Company or the
     Shareholders),  free and clear of any Security  Interests.  Section 4(l) of
     the  Disclosure  Schedule  contains  a list as of  August  31,  1999 of all
     machinery,  equipment, tools, supplies,  leasehold improvements,  vehicles,
     furniture,   fixtures,  office  equipment,   computer  equipment,  computer
     software and other fixed assets owned by the Company or used by the Company
     in the operation of its business.  All tangible  personal property owned by
     the Company or used by the Company in the  operation  of its business is in
     good  operating  condition and in a good state of  maintenance  and repair,
<PAGE>

     ordinary wear and tear excepted, and is adequate for the business conducted
     by the  Company.  Except  for  the  licenses  to use  certain  Intellectual
     Property  specifically  identified  on Section  4(k)(iv) of the  Disclosure
     Schedule, there are no properties or assets, tangible or intangible,  owned
     by any Person other than the Company which are used in connection  with the
     business of the Company or necessary  for the  operation  of the  Company's
     business.  All of the Purchased Assets are being  transferred to Newco free
     and clear of any Security  Interests.  After the Closing,  Newco shall have
     sole and exclusive ownership of the Purchased Assets.

(m)  Contracts. Section 4(m) of the Disclosure Schedule lists all the contracts,
     agreements  and  understandings  to  which  the  Company  is a  party.  The
     Indemnifying  Shareholders  have  delivered  to NTI and Newco a correct and
     complete  copy of each  written  agreement  listed in  Section  4(m) of the
     Disclosure  Schedule (as amended to date). With respect to each item listed
     on Section 4(m) of the  Disclosure  Schedule:  (A) the  agreement is legal,
     valid, binding,  enforceable, and in full force and effect; (B) no party is
     in breach or default,  and no event has occurred which with notice or lapse
     of time  would  constitute  a breach or  default,  or  permit  termination,
     modification,  or acceleration,  under the agreement;  and (C) no party has
     repudiated any provision of the agreement. Except as otherwise indicated on
     Section 4(m) of the Disclosure Schedule,  each such item may be transferred
     to Newco pursuant to this  Agreement and will continue to be legal,  valid,
     binding,  enforceable,  and in full force and effect,  in each case without
     breaching  the terms  thereof or giving any party any right to  accelerate,
     modify or terminate  such item or resulting in the forfeiture or impairment
     of any right thereunder and without the consent, approval or act of, or the
     making  of any  filing  with any  Person.  Section  4(m) of the  Disclosure
     Schedule  lists each  currently  outstanding  bid or proposal  for business
     submitted by the Company in excess of US$5,000.

(n)  Powers of Attorney.  Except as set forth in Section 4(n) of the  Disclosure
     Schedule, there are no outstanding powers of attorney executed on behalf of
     the Company.

(o)  Insurance.  The  Company  does  not  maintain  any  policies  of  insurance
     (including policies providing property,  casualty,  liability, and workers'
     compensation coverage and bond and surety arrangements).

(p)  Litigation.  Section  4(p)  of the  Disclosure  Schedule  sets  forth  each
     instance in which the Company (i) is subject to any outstanding injunction,
     judgment,  order, decree,  ruling, or charge, or (ii) is a party, or to the
     Knowledge  of  the  Indemnifying   Shareholders   and/or  the  Company,  is
     threatened  to be made a party  to any  claim,  action,  suit,  proceeding,
     hearing,  or investigation of, in, or before any court or quasi-judicial or
     administrative agency of any federal, state, local, or foreign jurisdiction
     or  before  any  arbitrator.  Except as set  forth in  Section  4(p) of the
     Disclosure Schedule,  there is no other pending, or to the Knowledge of the
     Indemnifying Shareholders and/or the Company, threatened claim, arbitration
     proceeding,  action,  suit,  investigation or other  proceeding  against or
     involving  the  Company  or any  property  or rights of the  Company or any
     officer  or  director  or  the  Company.   None  of  the  actions,   suits,
     proceedings,  hearings, and investigations set forth in Section 4(p) of the
     Disclosure  Schedule could  individually or in the aggregate  result in any
     Material   Adverse  Effect  with  respect  to  the  Company.   Neither  the
     Indemnifying  Shareholders  nor the directors  and officers (and  employees
     with  responsibility for litigation  matters) of the Company has any reason
     to  believe  that  any  such  action,   suit,   proceeding,   hearing,   or
     investigation may be brought or threatened against the Company.
<PAGE>

(q)  Governmental  Authorizations.  Set forth on Section 4(q) of the  Disclosure
     Schedule is a list of all authorizations,  consents, approvals, franchises,
     licenses and permits  required  under  applicable law or regulation for the
     operation  of the  business  of the  Company  as  presently  operated  (the
     "Governmental Authorizations"). All of the Governmental Authorizations have
     been duly  issued or  obtained  and are in full force and  effect,  and the
     Company  is  in  compliance   with  the  terms  of  all  the   Governmental
     Authorizations.  Neither the Company nor the Indemnifying  Shareholders has
     any Knowledge of any facts which could be expected to cause them to believe
     that the Governmental Authorizations will not be renewed by the appropriate
     governmental  authorities in the ordinary course.  Each of the Governmental
     Authorizations  may be assigned and transferred to Newco in accordance with
     this  Agreement and will continue in full force and effect  thereafter,  in
     each case without (i) the  occurrence of any breach,  default or forfeiture
     of rights  thereunder,  or (ii) the  consent,  approval,  or act of, or the
     making of any filings with, any Person.

(r)  Commitments  and  Warranties.  All services  and  products  provided by the
     Company have been performed and provided in conformity  with all applicable
     contractual  commitments  (written  or oral) and all  express  and  implied
     warranties  (written or oral), and the Company has no Liability and, to the
     Knowledge of the  Indemnifying  Shareholders  and the Company,  there is no
     Basis  for  any  present  or  future  action,  suit,  proceeding,  hearing,
     investigation,  charge,  complaint,  claim,  or demand  against any of them
     giving  rise to any  Liability  in  connection  with any such  services  or
     products.  Section 4(r) of the Disclosure  Schedule  includes copies of the
     standard  forms of  agreement  entered  into  between  the  Company and its
     customers.  The Company has not entered into any written or oral agreements
     with any of its customers that include guaranties, warranties, or indemnity
     provisions other than those included in the agreements  included as part of
     Section 4(r) of the Disclosure Schedule.

(s)  Liability for Services Performed. The Company has no Liability (and, to the
     Indemnifying  Shareholders' Knowledge, there is no Basis for any present or
     future action, suit, proceeding, hearing, investigation, charge, complaint,
     claim, or demand against any of them giving rise to any Liability)  arising
     out  of  any  injury  to  individuals  or  property  as a  result  of or in
     connection with any services provided by the Company.

(t)  Personnel.  Section 4(t) of the Disclosure Schedule contains the names, job
     descriptions,  date of hire, annual salary rates and other compensation and
     the amount of accrued and unused vacation time of all officers,  directors,
     employees,  consultants,  contractors  and  subcontractors  of the  Company
     (including  compensation  paid or payable by the Company under any Employee
     Benefit Plan or other arrangement), and a list of all employment contracts,
     and consultant and/or employee  policies  (written or otherwise),  employee
     manuals  or  other  written  statements  of rules  or  policies  concerning
     employment,  including  working  conditions,  vacation  and sick  leave,  a
     complete copy of each of which (or a  description,  if unwritten)  has been
     delivered to NTI and Newco.
<PAGE>

(u)  Employees.  The Company has complied with all  applicable  laws,  rules and
     regulations  which  relate  to  prices,  wages,  hours,  discrimination  in
     employment and collective  bargaining,  and no penalties have been assessed
     or could be assessed for failure to comply with any of the  foregoing.  The
     Company  and the  Indemnifying  Shareholders  believe  that  the  Company's
     relations with its employees and consultants are satisfactory.  None of the
     employees or consultants of the Company are members of any labor union, and
     the Company is not a party to,  otherwise  bound by or, to the Company's or
     the Indemnifying  Shareholders'  Knowledge,  threatened,  with any labor or
     collective  bargaining  agreement.  None of the employees or consultants of
     the Company are known to be engaged in organizing  any labor union or other
     employee group that is seeking  recognition as a bargaining  unit.  Without
     limiting the  generality  of Section  4(u),  (i) no unfair  labor  practice
     complaints   are  pending  or,  to  the  Company's  and  the   Indemnifying
     Shareholders' Knowledge, threatened against the Company, and (ii) no Person
     has made any claim, and to the Company's or the Indemnifying  Shareholders'
     knowledge  there is no Basis for any claim,  against the Company  under any
     statute,  regulation  or  ordinance  relating to  employees  or  employment
     practices,  including  without  limitation  those  relating to age, sex and
     racial discrimination,  conditions of employment,  and wages and hours. The
     Company  has  no  contingent  liability  for  sick  leave,  vacation  time,
     severance  pay or similar  items not  reflected on the Most Recent  Balance
     Sheet. The Company has no contingent liability for occupational diseases of
     its employees,  former employees or others.  Except as set forth in Section
     4(u) of the Disclosure Schedule, the execution, delivery and performance of
     this Agreement and the consummation of the transactions contemplated hereby
     will not trigger any Liability or any severance  pay  obligation  under any
     agreement,  including any collective bargaining agreement or under any law,
     rule or  regulation.  Except as set forth on Section 4(u) of the Disclosure
     Schedule,  since January 1, 1998, no employee or independent  contractor of
     the Company has (i) been  terminated,  resigned or otherwise  ceased his or
     her relationship  with the Company or otherwise  adversely  modified his or
     her  relationship  with the Company or (ii) to the Knowledge of the Company
     and the Indemnifying  Shareholders,  indicated that he or she intends to do
     so.

(v)  Employee Benefits.

          (i)  Section  4(v) of the  Disclosure  Schedule  lists  each  Employee
     Benefit Plan that the Company maintains,  contributes to, or is required to
     contribute to or under which the Company has any liability.

          (ii)  Each  such  Employee  Benefit  Plan  (and  each  related  trust,
     insurance  contract,  or fund)  complies  in form and in  operation  in all
     respects with the requirements of applicable laws and regulations.

          (iii)  All  required  reports  and  disclosures  have  been  filed  or
     distributed appropriately with respect to each such Employee Benefit Plan.

          (iv) The  Indemnifying  Shareholders  have  delivered to NTI and Newco
     correct  and  complete  copies  of the  plan  documents  and  summary  plan
     descriptions  including  all  amendments  thereto,  and all  related  trust
     agreements,   insurance  contracts,  and  other  funding  agreements  which
     implement each such Employee Benefit Plan.
<PAGE>

(w)  Guaranties.  The Company is not a guarantor  or otherwise is liable for any
     Liability  or  obligation  (including  indebtedness)  of any other  Person.
     Section  4(w) of the  Disclosure  Schedule  includes  a true,  correct  and
     complete list of all  liabilities  and obligations of the Company for which
     the Shareholders are guarantors or otherwise liable.

(x)  Environmental, Health, and Safety Matters.

          (i) The Company and its  predecessors and Affiliates have complied and
     are in compliance with all Environmental, Health, and Safety Requirements.

          (ii) Without limiting the generality of the foregoing, the Company and
     its Affiliates have obtained and complied with, and are in compliance with,
     all permits,  licenses and other  authorizations that are required pursuant
     to Environmental, Health, and Safety Requirements for the occupation of its
     facilities  and the operation of its business;  a list of all such permits,
     licenses and other  authorizations  is set forth on Section 4(x)(ii) of the
     Disclosure Schedule.

          (iii)  Neither the  Company nor its  predecessors  or  Affiliates  has
     received any written or oral notice,  report or other information regarding
     any  actual or  alleged  violation  of  Environmental,  Health,  and Safety
     Requirements, or any liabilities or potential liabilities (whether accrued,
     absolute,   contingent,   unliquidated   or   otherwise),   including   any
     investigatory,  remedial or corrective obligations, relating to any of them
     or  its  facilities  arising  under   Environmental,   Health,  and  Safety
     Requirements.

          (iv) No facts,  events or  conditions  relating to the past or present
     facilities,  properties  or  operations  of  the  Company  or  any  of  its
     predecessors  or  Affiliates  will  prevent,   hinder  or  limit  continued
     compliance with Environmental,  Health, and Safety Requirements,  give rise
     to any  investigatory,  remedial  or  corrective  obligations  pursuant  to
     Environmental,   Health,  and  Safety  Requirements   (whether  on-site  or
     off-site),  or  give  rise  to  any  other  liabilities  (whether  accrued,
     absolute, contingent, unliquidated or otherwise) pursuant to Environmental,
     Health, and Safety Requirements,  including without limitation any relating
     to  onsite  or  offsite  releases  or  threatened   releases  of  hazardous
     materials,  substances  or  wastes,  personal  injury,  property  damage or
     natural resources damage.

(y)  Certain  Business  Relationships  with the Company.  Except as disclosed on
     Section 4(y) of the Disclosure  Schedule,  neither the Shareholders nor any
     current director, officer, employee, agent or independent contractor of the
     Company  (individually  a "Related  Party" and  collectively  the  "Related
     Parties") or any Affiliate of the  Shareholders  or any Related Party:  (i)
     owns,  directly  or  indirectly,  any  interest  in any  Person  which is a
     competitor, potential competitor, supplier or customer of the Company; (ii)
     owns, directly or indirectly,  in whole or in part, any property,  asset or
     right, real, personal or mixed, tangible or intangible (including,  but not
     limited to, any of the  Intellectual  Property)  which is utilized by or in
     connection  with  the  business  of the  Company;  (iii) is a  customer  or
     supplier of the Company;  or (iv) directly or indirectly has an interest in
     or  is  a  party  to  any  contract,   agreement,   lease,  arrangement  or
     understanding,  whether or not in  writing,  pertaining  or relating to the
     Company,  except  for  employment,  consulting  or other  personal  service
     agreements which are listed on Section 4(t) of the Disclosure Schedule.
<PAGE>

(z)  Absence  of  Certain   Business   Practices.   Neither   the   Indemnifying
     Shareholders,  nor any Related  Party,  any  Affiliate of the  Indemnifying
     Shareholders  nor of any Related  Party,  any agent of the Company,  or any
     other Person  acting on behalf of or  associated  with the Company,  acting
     alone or together, has: (i) received,  directly or indirectly, any rebates,
     payments,  commissions,   promotional  allowances  or  any  other  economic
     benefits,  regardless of their nature or type, from any customer, supplier,
     employee or agent of any customer or supplier,  official or employee of any
     government  (domestic  or foreign)  or other  Person;  or (ii)  directly or
     indirectly,  given or agreed to give any money,  gift or similar benefit to
     any  customer,  supplier,  employee or agent of any  customer or  supplier,
     official  or employee  of any  government  (domestic  or  foreign),  or any
     political  party or  candidate  for office  (domestic  or foreign) or other
     Person who was, is or may be in a position  to help or hinder the  business
     of the  Company  (or assist the  Company in  connection  with any actual or
     proposed  transaction)  which (A) may  subject the Company to any damage or
     penalty in any civil,  criminal or  governmental  litigation or proceeding,
     (B) if not given in the past, may have had an adverse effect on the assets,
     business, operations or prospects of the Company or (C) if not continued in
     the future,  may  adversely  affect the  assets,  business,  operations  or
     prospects of the Company.

(aa) Customers and Suppliers. Section 4(aa) of the Disclosure Schedule lists the
     5 largest customers of the Company and the 10 largest suppliers of goods or
     services to the Company  during the last three fiscal years,  and the eight
     month period ending August 31, 1999, and with respect to each, the name and
     address,  dollar volume involved and nature of the relationship  (including
     the  principal  categories  of  products  purchased  or sold or  nature  of
     services provided).  Except as indicated on Section 4(aa) of the Disclosure
     Schedule,  all  supplies  and  services  necessary  for the  conduct of the
     Company's businesses as presently conducted and as proposed to be conducted
     may be readily  obtained from  alternate  sources on  comparable  terms and
     conditions  as  those  presently   available  to  the  Company.  No  facts,
     circumstances  or  conditions  exist which  create a  reasonable  Basis for
     believing  that either the Company or Newco after the Closing Date would be
     unable to  continue  to procure  and  provide  the  supplies  and  services
     necessary  to conduct  its  business  on  substantially  the same terms and
     conditions  as such  supplies  and  services  are  currently  procured  and
     provided.  Since January 1, 1998, no customer of the Company has terminated
     or  adversely  modified its  relationship  with the Company or notified the
     Company or the  Indemnifying  Shareholders  (orally or in writing) of their
     intention  to  terminate  or  adversely  modify its  relationship  with the
     Company,  and no such  customer has  substantially  decreased its purchases
     from the Company, or notified the Company or the Indemnifying  Shareholders
     that the  customer  intends  to  reduce  the  volume  of  business  that it
     currently conducts with the Company.

5.  Pre-Closing  Covenants.  The Parties  agree as follows  with  respect to the
period  between  the  execution  of this  Agreement  and the  Closing  (it being
understood  that the  Shareholders  shall  cause the  Company to comply with its
obligations under this Section 5):
<PAGE>

(a)  Conditions  Precedent.  Each of the Parties  shall act  diligently  and use
     their commercially  reasonable efforts to satisfy all conditions  precedent
     to the  Closing  which  are in  whole  or in  part  within  their  control,
     including,  but not limited to, obtaining  consents,  waivers and approvals
     from,  and  making  filings  and  applications   with,  third  parties  and
     governmental authorities.

(b)  Operation of Business.  The Company shall not engage in any practice,  take
     any action,  or enter into any  transaction  outside the Ordinary Course of
     Business.  The  Company  shall  not  take any  action  which is or would be
     prohibited by Section 4(g).

(c)  Purchase of Inventory. NTI and Newco will purchase from the Company and the
     Company will sell to NTI and Newco its inventory of Model No.  44002AA,  as
     identified on Schedule 2(a) of the Disclosure Schedule, at a price equal to
     US$3,000.00 per unit.

(d)  Preservation of Business.  The Company shall keep the Purchased  Assets and
     its  business and  properties  substantially  intact and in good  operating
     condition.  The Company shall  preserve the goodwill of the Company and its
     relationships with lessors, licensors, suppliers, customers,  distributors,
     employees and others having business relations with it. The Company and the
     Shareholders  shall  use  all  reasonable  efforts,  consistent  with  past
     practices,  to promote the Company's  business,  to maintain the reputation
     associated  with the Company's  business and shall not take or omit to take
     any action which causes,  or which is likely to cause, any deterioration of
     the Purchased  Assets or the Company's  present  business or  relationships
     with suppliers or customers or others having  business  relationships  with
     the Company.

(e)  Full Access. The Company will permit  representatives of Newco to have full
     access  at all  reasonable  times,  and  in a  manner  so as not to  unduly
     interfere  with the  normal  business  operations  of the  Company,  to all
     premises,  properties,  personnel,  books, records (including Tax records),
     contracts,   financial   records,   personnel,   outside   accountants  and
     consultants,  and documents of or pertaining to the Company. At the request
     of Newco,  the Company will permit Newco's  lenders,  and their  respective
     counsel,  to have the same access as permitted to Newco in accordance  with
     the immediately  preceding sentence.  The Company shall cause its personnel
     and outside  accountants and consultants to assist the other Parties hereto
     in  furtherance  of the Closing and shall furnish to Newco all  information
     and documents reasonably requested by Newco in furtherance of the Closing.

(f)  Preserve   Accuracy   of   Representations   and   Warranties;   Notice  of
     Developments.  Each of the  Parties  shall  refrain  from taking any action
     which would render any of their  representations or warranties contained in
     this  Agreement  inaccurate as of the Closing  Date.  The Company will give
     prompt written notice to Newco of any breach of any of the Company's or the
     Shareholders'   representations,   warranties,   covenants  or   agreements
     contained   herein,   or  any   occurrence   which   might  make  any  such
     representation or warranty inaccurate as of the Closing Date. No disclosure
     by any Party  pursuant to this Section  5(f),  however,  shall be deemed to
     amend or supplement any Disclosure Schedule or to relieve any Party for any
     breach of any  representation  or warranty or violation of any agreement or
     covenant.
<PAGE>

(g)  Exclusivity.  Except for the  transactions  contemplated by this Agreement,
     unless  and  until  this  Agreement   shall  have  been   terminated,   the
     Shareholders  will not (and the  Shareholders  will not cause or permit the
     Company to) (i) solicit,  initiate,  or  encourage  the  submission  of any
     proposal  or offer  from any  Person  relating  to the  acquisition  of any
     capital stock or other voting securities, or any substantial portion of the
     assets, of the Company  (including any acquisition  structured as a merger,
     consolidation,  or share  exchange),  (ii) participate in, or facilitate in
     any other  manner  any effort or attempt by any Person to do or seek any of
     the foregoing, or (iii) except as required by law, disclose any information
     not  customarily  disclosed  to any  Person  concerning  the  business  and
     properties  of the Company,  afford to any Person (other than Newco) access
     to the properties,  books or records of the Company or otherwise  assist or
     encourage  any  Person,  in  connection  with  any  of the  foregoing.  The
     Shareholders  will  notify  Newco  immediately  if  any  Person  makes  any
     proposal, offer, inquiry, or contract with respect to any of the foregoing.
     In order to enforce the Shareholders'  obligations under this Section 5(g),
     on the date hereof,  the Shareholders  shall deposit their  certificates of
     capital  contribution  representing their respective equity contribution in
     the Company with Lee and Li, counsel to NTI and Newco, to be held in escrow
     pursuant to the Stock Escrow  Agreement,  and returned to the  Shareholders
     immediately after the Closing.

(h)  No Termination of Shareholders'  Obligation by Subsequent  Incapacity.  The
     Shareholders   specifically   agree  that  their   obligations   hereunder,
     including,  without  limitation,  the  obligations  pursuant  to  Section 9
     hereof, shall not be modified or eliminated by their death or incapacity.

6. Other Agreements. The Parties covenant and agree as follows:

(a)  General.  In case at any time  after  the  Closing  any  further  action is
     necessary or desirable to carry out the purposes of this Agreement, each of
     the Parties will take such further  action  (including  the  execution  and
     delivery of such  further  instruments  and  documents)  as any other Party
     reasonably may request,  all at the sole cost and expense of the requesting
     Party (unless the requesting Party is entitled to indemnification  therefor
     under Section 9 below).  The  Shareholders  acknowledge and agree that from
     and  after  the  Closing,  Newco  will be  entitled  to  possession  of all
     documents,   books,  records  (including  Tax  records),   agreements,  and
     financial data of any sort relating to the Purchased Assets and the Assumed
     Liabilities,  provided,  that the Company and the  Shareholders  shall have
     reasonable access at all reasonable times to any such books and records for
     the  sole  purpose  of  complying  with  any  of  their  product   warranty
     obligations.

(b)  Due  Diligence  Review.  NTI and Newco  shall be  entitled to conduct a due
     diligence  review  of the  assets,  properties,  books and  records  of the
     Company for a period of 75 days (the "Due Diligence  Period")  beginning on
     the date hereof (the "Due Diligence Review").  The Company shall (and shall
     cause its directors,  officers, employees, auditors, counsel and agents to)
     afford  NTI,  Newco and their  directors,  officers,  employees,  auditors,
     counsel and agents reasonable access at all reasonable times during the Due
     Diligence Period to its properties,  offices and other  facilities,  to its
     officers and employees and to all books and records, and shall furnish such
     persons with all financial, operating and other data and information as may
     be requested during such Due Diligence  Review. If during the Due Diligence
     Review NTI or Newco discover  information  that NTI or Newco deem, in their
     sole  discretion,  to have a Material  Adverse  Effect with  respect to the
     Company,  NTI and Newco shall  advise the Company and the  Shareholders  in
     writing of their  determination  and this  Agreement  shall be deemed to be
     terminated,  each Party shall be released from their respective obligations
     hereunder, the Deposit shall be returned to NTI, together with all interest
     thereon,  and no  Party  shall  have  any  obligation  to any  other  Party
     hereunder on account of this Agreement.
<PAGE>

(c)  Schedules.  The Parties  hereto  acknowledge  that this  Agreement is being
     entered  into by the Parties as of the date  hereof  without the benefit of
     the  Disclosure  Schedule  except  Sections  2(a)  and  2(b)  thereof.  The
     Indemnifying  Shareholders  and the Company  shall  deliver the  Disclosure
     Schedule to NTI and Newco as soon as  practical  but in no event later than
     20 days from the date  hereof.  The parties  shall  discuss the  Disclosure
     Schedule and attempt in good faith to resolve any issues that arise. Should
     NTI and  Newco  determine  that  certain  disclosures  on  such  Disclosure
     Schedule make it inadvisable to proceed with the transactions  contemplated
     hereby,  NTI and Newco  shall  advise the  Shareholders  and the Company in
     writing  of its  determination  and this  Agreement  shall be  deemed to be
     terminated,  each Party shall be released from their respective obligations
     hereunder, the Deposit shall be returned to NTI, together with all interest
     thereon,  and no  Party  shall  have  any  obligation  to any  other  Party
     hereunder on account of this Agreement.

(d)  Name Change. The Company and the Shareholders  hereby represent and warrant
     to NTI and  Newco  that the  trade  name  "OneofUs"  is  included  with the
     Purchased Assets and that the exclusive right to perpetually use such trade
     name  without  payment of any nature  will be  transferred  to Newco on the
     Closing Date. On the Closing Date, the Company will immediately cease using
     the name "OneofUs" in its business and the  Shareholders  shall take and/or
     cause  the  Company  to take all  necessary  corporate  actions,  including
     submitting necessary filings with the government  authorities,  to transfer
     the trade name "OneofUs" to Newco. Neither the Company nor the Shareholders
     shall take any action to deregister  the Company's  English  corporate name
     "OneofUs" without the prior written consent of Newco.

(e)  Consents.  The Parties shall  cooperate with one another to promptly obtain
     all consents,  approvals,  authorizations and waivers of third parties, and
     make all filings with and send all notices to third parties,  referenced in
     Section 2(c) or otherwise contemplated hereby which were not obtained as of
     the Closing Date.

(f)  Employee Matters.

          (i)  Effective  as of  12:01  a.m.,  EST,  on the  Closing  Date,  the
     employment by the Company of those employees  identified in Section 6(f) of
     the Disclosure Schedule,  shall terminate and such employees shall cease to
     participate in any Employee  Benefit Plans maintained by or for the benefit
     of the Company or its employees,  and Newco shall be deemed to have offered
     employment to each  individual  whose  employment  was so  terminated  (the
     "Business  Employees"),  effective at 12:01 a.m.,  EST, on the Closing Date
     or, in the case of a Business  Employee not actively at work on the Closing
     Date on account of a disability,  on the day such employee reports for work
     after termination of such disability upon  substantially the same terms and
     conditions with substantially the same duties and  responsibilities  and at
     substantially  the same rate of pay as in effect on the Closing  Date while
     such individuals were employed by the Company.
<PAGE>

          (ii) Newco agrees that effective as of 12:01 a.m., EST, on the Closing
     Date,  all Business  Employees  who shall  commence  employment  with Newco
     ("Transferred  Employees")  shall be entitled to, and be provided with, any
     employee benefit or entitlement required by applicable law.

          (iii) The  Parties  agree  that (A) Newco  shall not be  obligated  to
     assume,  continue or maintain any of the Employee  Benefit  Plans nor shall
     Newco be  obligated  to  assume  or  recognize  any  years of  service  the
     Transferred  Employee  has  accrued  with the  Company;  (B) no  assets  or
     liabilities  of the  Employee  Benefit  Plans shall be  transferred  to, or
     assumed by, Newco or Newco's  benefit  plans;  and (C) the Company shall be
     responsible  solely for funding and/or paying any benefits under any of the
     Employee Benefit Plans, including any termination or severance benefits and
     other employee  entitlements accrued under such plans by or attributable to
     employees of the Company.

          (iv) Nothing in this Agreement,  express or implied, shall confer upon
     any employee of the Company,  or any  representative  of any such employee,
     any rights or  remedies,  including  any right to  employment  or continued
     employment for any period, of any nature whatsoever.

(g)  Litigation  Support.  In the event and for so long as any Party actively is
     contesting  or defending  against any action,  suit,  proceeding,  hearing,
     investigation,  charge, complaint,  claim, or demand in connection with (i)
     any  transaction  contemplated  under  this  Agreement  or (ii)  any  fact,
     situation,  circumstance,  status,  condition,  activity,  practice,  plan,
     occurrence,  event, incident,  action, failure to act, or transaction on or
     prior to the Closing Date involving the Company,  each of the other Parties
     will  cooperate  with him,  her or it and his,  her or its  counsel  in the
     contest or defense,  make  available  their  personnel,  and  provide  such
     testimony  and access to their books and records as shall be  necessary  in
     connection with the contest or defense, all at the sole cost and expense of
     the contesting or defending Party (unless the contesting or defending Party
     is entitled to indemnification therefor under Section 9 below).

(h)  Transition.  Neither the Company nor the Shareholders  will take any action
     that is  designed  or  intended  or could  readily be  expected to have the
     effect of discouraging any lessor, licensor,  customer,  supplier, or other
     business  associate  of the  Company  from  maintaining  the same  business
     relationships with NTI or Newco after the Closing as it maintained with the
     Company prior to the Closing.  The  Shareholders and the Company will refer
     all customer  inquiries  relating to the businesses of the Company to Newco
     from and after the Closing.


(i)  Independent Accountants.  After the Closing, the Indemnifying  Shareholders
     shall (i) use  reasonable  efforts to cause the Company's  past and present
     independent  auditors and accounting personnel to make available to NTI and
     Newco and their  representatives all financial  information,  including the
     right to  examine  all  working  papers  pertaining  to audits  or  reviews
     previously  or  hereafter  made by such  auditors,  and (ii)  provide  such
     cooperation  as NTI and Newco  and their  representatives  may  request  in
     connection  with any audit or review of the Company  that NTI and Newco may
     direct their  representatives  to make.  Without limiting the generality of
     the  foregoing,  the  Indemnifying   Shareholders  agrees  that  they  will
<PAGE>

     cooperate  with,  and  cause the  Company's  past and  present  independent
     auditors,  accounting  personnel and other  necessary  Persons to cooperate
     with NTI and Newco in the  preparation  of any  documents  filed by NTI and
     Newco with the U.S.  Securities  and  Exchange  Commission  (the  "SEC") in
     connection with an offering of securities,  to the extent information about
     the Company is required therein.

(j)  Tax Matters. The Shareholders covenant and agree not to take any action, or
     fail to take any action,  with respect to Taxes, that would have an adverse
     effect on NTI or Newco on or after the  Closing  Date,  including,  without
     limitation, amending or otherwise supplementing any Tax Return or report of
     the Company  with  respect to any period  prior to the Closing Date without
     NTI and Newco. If any taxing authority  conducts any audit or investigation
     relating to the Company  prior to the  Closing  Date,  NTI or Newco may, in
     their  sole   election,   have  the  right  to  supervise   such  audit  or
     investigation  and provide any response  required in connection  therewith.
     The  Shareholders and the Company shall pay all Taxes which arise by virtue
     of the transfer of the Purchased Assets and the  transactions  contemplated
     hereby.

(k)  Audited Financial Statements. The Indemnifying Shareholders shall cause the
     Company  and the  Company's  auditors  to  cooperate  with  NTI or  Newco's
     auditors in the  preparation  of audited  consolidated  balance  sheets and
     statements  of income,  changes  in  stockholders'  equity,  and cash flow,
     including  the audit  report  thereon as of and for such  periods as NTI or
     Newco may request.

(l)  Satisfaction of Obligations.  On the Closing Date, the  Shareholders  shall
     cause the Company to, and the Company shall,  satisfy,  in accordance  with
     their terms (and whether or not then due) and without discount,  defense or
     offset,  all Liabilities of the Company  relating to the Purchased  Assets,
     other than the Assumed Liabilities.

(m)  Investigations; Notices. The representations,  warranties and covenants set
     forth in this  Agreement  shall not be affected or diminished in any way by
     any  investigation  (or failure to investigate) at any time by or on behalf
     of the  party  for  whose  benefit  such  representations,  warranties  and
     covenants  were made. No  representation,  warranty,  covenant or agreement
     herein shall limit the  generality of any other  representation,  warranty,
     covenant or agreement.

(n)  Restrictive Covenants.

          (i) Each of the Shareholders, other than the Indemnifying Shareholders
     (the "Restricted Shareholders"),  and the Company acknowledge that in order
     to assure  NTI and Newco  that NTI and Newco  will  retain the value of the
     Purchased Assets as a "going concern," the Restricted  Shareholders and the
     Company agree not to utilize their special knowledge of the business of the
     Company and their  relationships  with  customers,  suppliers and others to
     compete  with NTI and Newco.  For a period of five years  beginning  on the
     Closing Date, the Restricted  Shareholders and the Company shall not engage
     or have an interest,  anywhere in Taiwan or any other geographic area where
     NTI or Newco  does  business  or in which  its  products  or  services  are
     marketed,  alone or in  association  with others,  as  principal,  officer,
     agent, employee, director, partner,  stockholder, or through the investment
     of  capital,  lending  of money  or  property,  rendering  of  services  or
<PAGE>

     otherwise,  in any business  competitive with or similar to that engaged in
     by the Company, NTI or Newco as of the Closing Date provided, however, that
     the Company may enter into one business transaction per year with the prior
     written  consent of Newco for the sole purpose of maintaining the Company's
     corporate registration. During the same period, the Restricted Shareholders
     and the  Company  shall not,  and shall not permit any of its or his or her
     employees, agents or others under its or his or her control to, directly or
     indirectly, on behalf of any of them or any other Person, other than NTI or
     Newco, (A) call upon,  accept business from, or solicit the business of any
     Person who is, or who had been at any time during the  preceding two years,
     a customer of the Company, NTI or Newco or any successor to the business of
     the  Company,  NTI or Newco or  otherwise  divert or  attempt to divert any
     business from the Company,  NTI or Newco or any such  successor,  provided,
     however,  that the  Shareholders  may cause the Company to, and the Company
     may furnish replacement  products to the Company's former customers for the
     sole purpose of fulfilling the Company's  product  warranty  obligations to
     such former customers, if any or (B) recruit or otherwise solicit or induce
     any person who is an employee of, or otherwise engaged by, the Company, NTI
     or Newco, or any person that NTI, Newco or any successor thereto placed (or
     was a candidate or applicant for  placement)  for  employment or engagement
     with any of its clients, customers or other Persons to terminate his or her
     employment  or other  relationship  with the Company,  NTI or Newco or such
     successor,  or any  Person  with  whom  such  person  has been  placed  for
     employment  or  engagement),  or hire any person who has left the employ of
     the  Company,  NTI or Newco or any such  successor  or any Person with whom
     such Person was placed for  employment or  engagement  during the preceding
     two years. The Shareholders and the Company shall not at any time, directly
     or  indirectly,  use or  purport to  authorize  any Person to use any name,
     mark, logo, trade dress or other  identifying words or images which are the
     same as or similar to those used currently or in the past by the Company in
     connection with any product or service, whether or not such use would be in
     a business  competitive with that of NTI or Newco. The ownership or control
     of up to five percent of the outstanding voting securities or securities of
     any class of a company with a class of securities which are publicly traded
     shall not be deemed to be a violation of the  provisions  of this  Section.
     The obligations of the Restricted  Shareholders  and the Company  hereunder
     shall be joint and several.  The Parties  understand and  acknowledge  that
     Johan Olstenius shall be subject to the restrictive  covenants set forth in
     the  Employment   Agreement  and  Li-Chen  Liu  shall  be  subject  to  the
     restrictive covenants set forth in the Noncompetition Agreement.

          (ii) The Company and the Restricted Shareholders  acknowledge that the
     Intellectual Property and all other confidential or proprietary information
     with respect to the business and operations of the Company and with respect
     to the Purchased Assets are valuable,  special and unique.  The Company and
     the Restricted  Shareholders shall not, at any time after the Closing Date,
     disclose,  directly or indirectly,  to any Person, other than NTI or Newco,
     or use or  purport  to  authorize  any  Person to use any  confidential  or
     proprietary  information with respect to the Company, the Purchased Assets,
     NTI or  Newco,  whether  or not for their own  benefit,  without  the prior
     written consent of NTI or Newco, including without limitation,  information
     as to the financial condition, results of operations,  customers, strategic
<PAGE>

     partners, job applicants, job candidates,  persons placed for employment or
     engagement,  suppliers,  products,  products under  development,  services,
     inventions,  sources,  leads  or  methods  of  obtaining  new  products  or
     business,  Intellectual  Property,  pricing  methods or  formulas,  cost of
     supplies,  marketing  strategies or any other  information  relating to the
     Company,  the  Purchased  Assets,  NTI and Newco which could  reasonably be
     regarded as confidential,  but not including  information which is or shall
     become  generally  available  to the  public  other  than as a result of an
     unauthorized  disclosure by the Restricted Shareholders or the Company or a
     Person to whom the Restricted Shareholders or the Company has provided such
     information.  The  Shareholders  and the Company  acknowledge  that NTI and
     Newco would not enter into this  Agreement  without the assurance  that all
     such  confidential  and/or  proprietary  information  will be used  for the
     exclusive benefit of Newco.

          (iii) The  restrictions  set forth in this Section 6(n) are considered
     by the parties to be reasonable for the purposes of protecting the value of
     the business and goodwill of NTI and Newco and the  Purchased  Assets.  The
     Parties acknowledge that NTI and Newco would be irreparably harmed and that
     monetary  damages would not provide an adequate  remedy to NTI and Newco in
     the event the  covenants  contained  in this Section 6(n) were not complied
     with in accordance with their terms. Accordingly,  the Shareholders and the
     Company  agree that any breach or  threatened  breach by any of them of any
     provision of this Section  6(n) shall  entitle NTI and Newco to  injunctive
     and other equitable  relief to secure the enforcement of these  provisions,
     in addition to any other  remedies which may be available to them, and that
     they shall be entitled  to receive  from the  Shareholders  and the Company
     reimbursement  for all  attorneys'  fees and  expenses  incurred by NTI and
     Newco in enforcing  these  provisions.  In addition to its other rights and
     remedies, NTI and Newco shall have the right to require the Shareholders or
     the  Company,  if either  breaches any of the  covenants  contained in this
     Section 6(n) to account for and pay over to NTI and Newco,  as the case may
     be, all compensation,  profits,  money, accruals and other benefits derived
     or  received,  directly  or  indirectly,  by such  party  from  the  action
     constituting  such breach.  If the Shareholders or the Company breaches the
     covenant  set forth in this  Section  6(n),  the  running of the  five-year
     period  described  therein  shall  be  tolled  for so long  as such  breach
     continues.  It is the desire and intent of the parties that the  provisions
     of this Section 6(n) be enforced to the fullest  extent  permissible  under
     the laws and public policies of each  jurisdiction in which  enforcement is
     sought. If any provisions of this Section 6(n) relating to the time period,
     scope of  activities or geographic  area of  restrictions  is declared by a
     court of  competent  jurisdiction  to exceed the maximum  permissible  time
     period,  scope of activities or geographic  area,  the maximum time period,
     scope of  activities  or  geographic  area,  as the  case may be,  shall be
     reduced  to  the  maximum  which  such  court  deems  enforceable.  If  any
     provisions of this Section 6(n) other than those described in the preceding
     sentence are  adjudicated  to be invalid or  unenforceable,  the invalid or
     unenforceable  provisions shall be deemed amended (with respect only to the
     jurisdiction  in which  such  adjudication  is made) in such  manner  as to
     render  them  enforceable  and to  effectuate  as  nearly as  possible  the
     original intentions and agreement of the parties.

(o)  Product  Specifications.  Within  sixty (60) days of the date  hereof,  the
     Company  agrees  that all of the  inventory  listed on Section  2(a) of the
     Disclosure Schedule will have been completed to the satisfaction of NTI and
     Newco and  shall  comply  with the  specifications  set forth in  Exhibit H
     hereto.
<PAGE>

7. Conditions Precedent to Closing.

(a)  Conditions  Precedent to the Obligations of NTI and Newco.  The obligations
     of NTI and  Newco  to  consummate  the  transactions  contemplated  by this
     Agreement are subject to the satisfaction at or prior to the Closing of the
     following conditions:

          (i) The  representations  and warranties of the  Shareholders  and the
     Company  contained  in  this  Agreement  and in any  certificate  or  other
     document  delivered pursuant to this Agreement shall be true and correct in
     all material respects (except for  representations and warranties which are
     by their terms qualified by materiality, which shall be true and correct in
     all  respects)  as of the  Closing  Date with the same  force and effect as
     though made on and as of such date.

          (ii) All of the terms,  covenants and  conditions of this Agreement to
     be performed  or complied  with by the  Shareholders  and the Company on or
     prior to the Closing Date shall have been duly  performed or complied  with
     in all material respects.

          (iii) There shall not have occurred any Material Adverse Effect.

          (iv)  The  Shareholders  and  the  Company  shall  have  obtained  all
     authorizations,  waivers,  consents and approvals of, and made all filings,
     applications and notices with,  Persons which are necessary or advisable to
     consummate the transactions  contemplated by this Agreement,  each of which
     shall have been  obtained  without the  imposition  of any adverse  term or
     condition.

          (v) NTI and Newco  shall  have  received  from  legal  counsel  to the
     Shareholders and the Company, an opinion letter, dated the Closing Date, in
     a form reasonably satisfactory to NTI and Newco.

          (vi) The  Shareholders and the Company shall have delivered to Newco a
     certificate executed by an officer of the Company,  dated the Closing Date,
     certifying  in such  detail  as  Newco  may  reasonably  request,  that the
     conditions  specified in Sections 6(a)(i),  (ii),  (iii),  (iv), (viii) and
     (ix) have been fulfilled.

          (vii)  Johan  Olstenius,  Stuart  Campbell  and Fahim Ahmed shall have
     executed and delivered to Newco the Employment Agreements, the Stock Option
     Agreements and the Subscription Agreements.

          (viii)  Li-Chen  Liu shall  have  executed  and  delivered  to NTI the
     Noncompetition Agreement.
<PAGE>

          (ix)  All  authorizations,   approvals,  waivers,  consents,  filings,
     applications  and notices  required  by  governmental  authorities  for the
     consummation of the transactions contemplated by this Agreement,  including
     without  limitation,  authorizations  under  the laws of the ROC  governing
     foreign investment for Newco to establish a branch office in the ROC and/or
     which are reasonably necessary for the operation of the Purchased Assets on
     a going concern basis  consistent  with past practices shall have been made
     or  obtained;  and all of such items shall have been  obtained  without the
     imposition of any term or condition which would adversely affect NTI, Newco
     or the Purchased Assets.

          (x) No litigation,  arbitration or other  proceeding  shall be pending
     or, to the  Knowledge  of the Parties,  threatened  by or before any court,
     arbitration  panel or governmental  authority;  no law or regulation  shall
     have been  enacted  after the date of this  Agreement;  and no  judicial or
     administrative  decision  shall have been  rendered;  in each  case,  which
     enjoins, prohibits or materially restricts, or seeks to enjoin, prohibit or
     materially restrict,  the consummation of the transactions  contemplated by
     this Agreement or the operation of the Purchased  Assets on a going concern
     basis by Newco.

          (xi) Copies of the Articles of Incorporation of the Company  certified
     as  of a  recent  date  by  the  appropriate  governmental  agency  of  the
     jurisdiction  of the Company's  incorporation  and copies of the by-laws of
     the Company  certified on the Closing Date by the Secretary or an Assistant
     Secretary of the Company shall have been delivered to Newco.

          (xii)  Incumbency  and  specimen  signature  certificates,  dated  the
     Closing Date,  with respect to the officers of the Company  executing  this
     Agreement shall have been executed and delivered to Newco.

          (xiii)  Copies of the  resolutions  of the Board of  Directors  of the
     Company authorizing the execution and performance of this Agreement and the
     transactions   contemplated  hereby,  certified  by  the  Secretary  or  an
     Assistant Secretary of the Company, as of the Closing Date, shall have been
     delivered to Newco.

          (xiv)  Certificates  of title  with  respect  to any of the  Purchased
     Assets for which a  certificate  of title is  required in order to transfer
     title  shall have been  executed  and  delivered  to Newco;  and  documents
     necessary  to transfer  all trade names  included in the  Purchased  Assets
     shall have been executed and delivered to Newco.

          (xv) The  Shareholders  and the Company shall have  delivered to Newco
     such other bills of sale,  assignments and other instruments of transfer or
     conveyance as Newco may reasonably request or as may be otherwise necessary
     or required by the  governmental  authorities  in Taiwan,  to evidence  and
     effect the sale,  assignment,  transfer,  conveyance  and  delivery  of the
     Purchased Assets to Newco.

(b)  Conditions   Precedent   to  the   Obligations   of  the  Company  and  the
     Shareholders.  The  obligations  of the  Company  and the  Shareholders  to
     consummate the  transactions  contemplated by this Agreement are subject to
     the satisfaction at or prior to the Closing of the following conditions:
<PAGE>

          (i) The  representations  and warranties of NTI and Newco contained in
     this Agreement or in any certificate or other document  delivered  pursuant
     to this  Agreement  shall  be true and  correct  in all  material  respects
     (except  for  representations  and  warranties  which  are by  their  terms
     qualified by materiality,  which shall be true and correct in all respects)
     as of the Closing Date with the same force and effect as though made on and
     as of such date.

          (ii) All of the terms,  covenants and  conditions of this Agreement to
     be  performed  or complied  with by NTI or Newco on or prior to the Closing
     Date  shall  have been duly  performed  or  complied  with in all  material
     respects.

          (iii) NTI and Newco shall have  delivered to the Company a certificate
     executed by an officer thereof,  dated the Closing Date, certifying in such
     detail as the Company may reasonably request, that the conditions specified
     in Sections 7(b)(i) and (ii) above have been fulfilled.

          (iv)  The  Consideration,  including  the  Deposit,  shall  have  been
     delivered to the Company.

          (v) Copies of the Articles or Certificate of  Incorporation of NTI and
     Newco  certified as of a recent date by the Secretary of State of the state
     of its incorporation, and copies of the by-laws of NTI and Newco, certified
     on the Closing Date, by the Secretary or an Assistant  Secretary of NTI and
     Newco, respectively, shall have been delivered to the Company.

          (vi)  Certificates  of good  standing of NTI and Newco  issued as of a
     recent date by the Secretary of State of its state of  incorporation  shall
     have been delivered to the Company.

          (vii)  Newco  shall  have  executed  and   delivered  the   Employment
     Agreements.

          (viii)  NTI  shall  have  executed  and  delivered  the  Stock  Option
     Agreements, the Subscription Agreements and the Noncompetition Agreement.

          (ix) Incumbency and specimen signature certificates, dated the Closing
     Date,  with  respect  to the  officers  of NTI  and  Newco  executing  this
     Agreement shall have been delivered to the Company.
<PAGE>

          (x) Copies of the  resolutions  of Board of Directors of NTI and Newco
     authorizing  the  execution  and  performance  of  this  Agreement  and the
     transactions   contemplated  hereby,  certified  by  the  Secretary  or  an
     Assistant  Secretary of NTI and Newco,  as of the Closing Date,  shall have
     been delivered by the Company.

          (xi) An opinion Akerman, Senterfitt & Eidson, P.A., counsel to NTI and
     Newco,  dated the Closing Date, in a form  reasonably  satisfactory  to the
     Company.

8. Closing.

All  proceedings  to be taken and all  documents  to be  executed at the Closing
shall be deemed to have been taken, delivered and executed  simultaneously,  and
no proceeding  shall be deemed taken nor documents  deemed executed or delivered
until  all  have  been  taken,  delivered  and  executed.  The  Company  and the
Shareholders are taking all steps and actions as Newco may reasonably request or
as may  otherwise be necessary to put Newco in actual  possession  or control of
the Purchased Assets.

9. Remedies for Breaches of this Agreement.

(a)  Survival of Representations and Warranties.  The Parties agree that the (i)
     the representations  and warranties  contained in Sections 4(i), 4(k), 4(v)
     and 4(x) (collectively,  the "Transaction  Representations and Warranties")
     shall survive the Closing until 30 days after the expiration of the statute
     of  limitations   applicable  thereto,   and  (ii)  all  of  the  remaining
     representations,  warranties,  covenants  and  agreements  of  the  Parties
     contained in this Agreement or in any certificate,  document, instrument or
     agreement  delivered  pursuant to this Agreement  shall survive the Closing
     hereunder and continue in full force and effect  thereafter for a period of
     five years.

(b)  Indemnification  by the Company and the  Shareholders.  The Company and the
     Indemnifying  Shareholders agree,  jointly and severally,  to indemnify and
     hold  harmless  NTI and  Newco and their  respective  directors,  officers,
     employees  and agents  from,  against and in respect of, the full amount of
     any and all Adverse  Consequences,  arising from,  in  connection  with, or
     incident to:

          (i)  any  breach,  inaccuracy  or  violation  of (or any  third  party
     allegation  of  any  breach,   inaccuracy  or  violation  of)  any  of  the
     representations,  warranties, covenants or agreements of the Company or the
     Shareholders  contained in this Agreement,  any schedule or exhibit to this
     Agreement or in any document,  agreement or certificate delivered by any of
     them at or prior to the Closing;

          (ii) any and all claims arising out of, relating to, resulting from or
     caused  (whether in whole or in part) by any  transaction,  status,  event,
     condition,  occurrence,  or  situation  in any way  relating  to any of the
     Purchased  Assets,  the Company or the conduct of its  business  arising or
     occurring  in  whole or in part on or prior  to the  Closing  Date  without
     regard to whether  such claims  exist on the  Closing  Date or arise at any
     time thereafter;
<PAGE>

          (iii) any and all claims arising from, as a result of, or with respect
     to any and all obligations or liabilities of the Company,  whether known or
     unknown,  asserted or unasserted,  absolute,  contingent or otherwise,  not
     expressly included in the Assumed Liabilities  (including,  but not limited
     to, all losses and liabilities  arising by reason of the Company's  failure
     to satisfy and discharge, as same become due);

          (iv) as a result of,  arising from or in  connection  with any and all
     loss or  liability,  including  the costs and  expenses of  prosecution  or
     defense  incurred  by NTI and  Newco  as a  consequence  of any  litigation
     currently  pending (A) against the Company,  (B) relating to the  Purchased
     Assets, or (C) relating to the Assumed Liabilities;

          (v) any and all Taxes,  due or claimed to be due  (including,  without
     limitation,  Taxes on  properties,  income,  franchises,  licenses,  sales,
     services and payrolls) by any federal, state, local and foreign authorities
     applicable  to  the  Purchased  Assets  or the  Company  in  respect  of or
     attributable to any and all taxable  periods or portions  thereof ending on
     or before the Closing Date, or which arise by virtue of the transfer of the
     Purchased Assets and the transactions contemplated hereby;

          (vi) the activities or Liabilities of any entity which at any time has
     been owned, in whole or in part, by the Company; and

          (vii) any and all actions, suits, proceedings, demands, assessments or
     judgments, costs and expenses incidental to any of the foregoing.

Notwithstanding anything contained herein to the contrary, in no event shall the
Company or the  Indemnifying  Shareholders  have liability for any breach of the
representations and warranties in excess of US$2,850,000, except that no maximum
liability   shall  apply  for  any  breach  that   resulted   from   intentional
misrepresentation equivalent to fraud.

(c)  Indemnification  by Newco.  Newco agrees to indemnify and hold harmless the
     Company and the Indemnifying  Shareholders from, against and in respect of,
     the full  amount  of any and all  Adverse  Consequences  arising  from,  in
     connection with, or incident to:

          (i)  any  breach,  inaccuracy  or  violation  of (or any  third  party
     allegation  of  any  breach,   inaccuracy  or  violation  of)  any  of  the
     representations,  warranties,  covenants  or  agreements  of NTI  or  Newco
     contained in this  Agreement,  any schedule or exhibit to this Agreement or
     in any document or certificate delivered by NTI or Newco at or prior to the
     Closing; and

          (ii) any and all actions, suits, proceedings,  demands, assessments or
     judgments, costs and expenses incidental to any of the foregoing.

(d)  Matters Involving Third Parties.
<PAGE>

          (i)  If  any  third   party  shall   notify  any  party   entitled  to
     indemnification  hereunder  (the  "Indemnified  Party") with respect to any
     matter  (a  "Third  Party  Claim")  which  may  give  rise to a  claim  for
     indemnification  against any other Party (the  "Indemnifying  Party") under
     this  Section 9 then the  Indemnified  Party  shall  promptly  notify  each
     Indemnifying Party thereof in writing; provided,  however, that no delay on
     the part of the Indemnified Party in notifying any Indemnifying Party shall
     relieve the  Indemnifying  Party from any obligation  hereunder unless (and
     then solely to the extent) the  Indemnifying  Party  thereby is  materially
     prejudiced.

          (ii) Any  Indemnifying  Party  will  have  the  right  to  defend  the
     Indemnified  Party against the Third Party Claim with counsel of its choice
     reasonably  satisfactory  to the  Indemnified  Party  so  long  as (A)  the
     Indemnifying Party notifies the Indemnified Party in writing within 15 days
     after the Indemnified  Party has given notice of the Third Party Claim that
     the  Indemnifying  Party is  responsible  for and will fully  indemnify the
     Indemnified Party from and against the entirety of any Adverse Consequences
     the Indemnified  Party may suffer resulting from,  arising out of, relating
     to,  in the  nature  of,  or  caused  by the  Third  Party  Claim,  (B) the
     Indemnifying Party provides the Indemnified Party with evidence  reasonably
     acceptable to the Indemnified  Party that the Indemnifying  Party will have
     the financial resources to defend against the Third Party Claim and fulfill
     its  indemnification  obligations  hereunder,  (C) the  Third  Party  Claim
     involves  only  money  damages  and does not  seek an  injunction  or other
     equitable  relief,  (D) settlement of, or an adverse  judgment with respect
     to,  the  Third  Party  Claim is not,  in the good  faith  judgment  of the
     Indemnified  Party,  likely to establish a precedential  custom or practice
     materially adverse to the continuing  business interests of the Indemnified
     Party,  (E) the named  parties to the Third Party Claim do not include both
     the Indemnified Party and the Indemnifying  Party, and (F) the Indemnifying
     Party   conducts  the  defense  of  the  Third  Party  Claim  actively  and
     diligently.

          (iii) So long as the  Indemnifying  Party is conducting the defense of
     the Third Party Claim in accordance with Section  9(d)(ii)  above,  (A) the
     Indemnified  Party  may  retain  separate  co-counsel  at its sole cost and
     expense and  participate  in the defense of the Third Party Claim,  (B) the
     Indemnified  Party will not  consent to the entry of any  judgment or enter
     into any settlement with respect to the Third Party Claim without the prior
     written   consent  of  the   Indemnifying   Party   (not  to  be   withheld
     unreasonably), and (C) the Indemnifying Party will not consent to the entry
     of any  judgment  or enter into any  settlement  with  respect to the Third
     Party Claim without the prior written consent of the Indemnified Party (not
     to be withheld unreasonably).

          (iv) In the event any of the  conditions in Section  9(d)(ii) above is
     or  becomes  unsatisfied,  however,  (A) the  Indemnified  Party may defend
     against,  and  consent  to the  entry of any  judgment  or  enter  into any
     settlement  with  respect  to,  the  Third  Party  Claim in any  manner  it
     reasonably may deem appropriate (and the Indemnified Party need not consult
     with,  or obtain any consent  from,  any  Indemnifying  Party in connection
     therewith), (B) the Indemnifying Party will reimburse the Indemnified Party
     promptly  and  periodically  for the costs of  defending  against the Third
     Party Claim (including  reasonable  attorneys' fees and expenses),  and (C)
     each   Indemnifying   Party  will  remain   responsible   for  any  Adverse
<PAGE>

     Consequences the Indemnified  Party may suffer resulting from,  arising out
     of,  relating  to, in the nature of, or caused by the Third  Party Claim to
     the fullest extent provided in this Section 9.

(e)  Determination of Adverse Consequences.  The Parties shall take into account
     the time cost of money (using the Applicable  Rate as the discount rate) in
     determining  Adverse  Consequences  for  purposes  of this  Section  9. All
     indemnification  payments under this Section 9 shall be deemed  adjustments
     to the Consideration.

(f)  Other Indemnification  Provisions. The foregoing indemnification provisions
     are in addition to, and not in derogation of, any statutory,  equitable, or
     common law remedy  (including  without  limitation  any such remedy arising
     under  Environmental,  Health, and Safety  Requirements) any Party may have
     with  respect to the  Company  and the  Indemnifying  Shareholders,  or the
     transactions contemplated by this Agreement.

10. Termination.

(a)  Termination  of  Agreement.  The Parties may  terminate  this  Agreement as
     provided below:

          (i) NTI, Newco,  the Company and the  Shareholders  may terminate this
     Agreement by mutual written consent at any time prior to the Closing;

          (ii) NTI and Newco may  terminate  this  Agreement  by giving  written
     notice to the Shareholders and the Company at any time prior to the Closing
     (A) in  the  event  any  Shareholders  or  the  Company  has  breached  any
     representation,  warranty,  or covenant  contained in this Agreement in any
     material  respect,  NTI and Newco have  notified the Company of the breach,
     and the breach has continued without cure for a period of 10 days after the
     notice of breach;  (B) if the Closing  shall not have occurred on or before
     March 13,  2000 (or such  later  date as may be  mutually  agreed to by the
     Parties) by reason of the failure of any condition  precedent under Section
     7(a)  hereof  (unless  the  failure  results  primarily  from NTI and Newco
     breaching  any  representation,  warranty,  or covenant  contained  in this
     Agreement);  (C) pursuant to Section 6(b); or (D) pursuant to Section 6(c);
     and

          (iii) The Shareholders and the Company may terminate this Agreement by
     giving written notice to NTI and Newco at any time prior to the Closing (A)
     in the event NTI and Newco have  breached any  representation,  warranty or
     covenant  contained  in  this  Agreement  in  any  material  respect,   the
     Shareholders and the Company have notified NTI and Newco of the breach, and
     the breach  has  continued  without  cure for a period of 10 days after the
     notice of breach;  (B) if the Closing  shall not have occurred on or before
     March  13,  2000 or such  later  date as may be  mutually  agreed to by the
     Parties) by reason of the failure of any condition  precedent under Section
     7(b) hereof (unless the failure results primarily from the Shareholders and
     the Company breaching any representation,  warranty,  or covenant contained
     in this  Agreement);  or (C) if after the  occurrence of an event,  the NTI
     Common Stock ceases to be listed on The American  Stock Exchange or the SEC
     issues a stop order or other  suspension of effectiveness of a registration
     statement filed by NTI.
<PAGE>

(b)  Effect of Termination.  If any Party terminates this Agreement  pursuant to
     Section 11(a) above,  all rights and  obligations of the Parties  hereunder
     shall  terminate  without  any  Liability  of any Party to any other  Party
     (except for any Liability of any Party then in breach).  No  termination of
     this Agreement  shall relieve any party for its breach or violation of this
     Agreement.

11. Miscellaneous.

(a)  Telecopied Signatures.  Any telecopied signature shall be deemed a manually
     executed original.

(b)  No Third-Party Beneficiaries. This Agreement shall not confer any rights or
     remedies upon any Person other than the Parties and their  Shareholders and
     their  respective  successors  and permitted  assignee and the  Indemnified
     Parties referred to in Section 9 hereof.

(c)  Entire Agreement. This Agreement, the Escrow Agreement and the Stock Escrow
     Agreement   (including  the  documents  referred  to  herein  and  therein)
     constitute the entire  agreement among the Parties and supersedes any prior
     understandings,  agreements,  or  representations  by or among the Parties,
     written or oral,  to the extent they  related in any way to subject  matter
     hereof.

(d)  Succession and Assignment.  This Agreement and all of the provisions hereof
     shall be binding upon and inure to the benefit of the Parties  named herein
     and their respective successors and permitted assignee. No Party may assign
     either  this  Agreement  or  any  of  his  or  its  rights,  interests,  or
     obligations  hereunder  without  the prior  written  approval  of the other
     Parties; provided,  however, that NTI or Newco may (i) assign any or all of
     its rights and interests  hereunder to one or more of its Affiliates,  (ii)
     designate  one or  more  of  its  Affiliates  to  perform  its  obligations
     hereunder  (in any or all of which  cases  NTI or Newco  nonetheless  shall
     remain responsible for the performance of all of its obligations hereunder)
     and (iii)  without the approval of the Company or the  Shareholders  assign
     its rights and  interests  hereunder  to its lenders (and any agent for the
     lenders), and the Parties consent to any exercise by such lenders (and such
     agents) of their rights and remedies with respect to such collateral.

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

(f)  Headings. The section headings contained in this Agreement are inserted for
     convenience   only  and  shall  not  affect  in  any  way  the  meaning  or
     interpretation of this Agreement.

(g)  Notices. All notices,  requests,  demands, claims, and other communications
     hereunder will be in writing. Any notice, request,  demand, claim, or other
     communication  hereunder  shall  be  deemed  duly  given  if (and  then two
     business days after) it is sent by overnight delivery service and addressed
     to the intended recipient as set forth below:
<PAGE>

If to the Company:

OneofUs Company Limited
4F-1, No. 49, Sec. 3
Ho-Ping East Rd.
Ta-An District
Taipei 106
Taiwan R.O.C.
Attn: Johan Olstenius

If to NTI:

nStor Technologies, Inc.
100 Century Boulevard
West Palm Beach, FL 33417
Attn: H. Irwin Levy

  Copy to:

  Akerman Senterfitt & Eidson, P.A.
  Las Olas Centre, Suite 950
  450 East Las Olas Boulevard
  Ft. Lauderdale, Florida 33301
  Attn:  Donn A. Beloff, Esq.

If to Newco:

nStor Technologies, Inc.
100 Century Boulevard
West Palm Beach, FL 33417
Attn: H. Irwin Levy


  Copy to:

  Akerman Senterfitt & Eidson, P.A.
  Las Olas Centre, Suite 950
  450 East Las Olas Boulevard
  Ft. Lauderdale, Florida 33301
  Attn:  Donn A. Beloff, Esq.

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

(h)  Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance  with the domestic laws of the State of Florida  without  giving
     effect to any choice or conflict of law  provision or rule  (whether of the
     State  of  Florida  or  any  other   jurisdiction)  that  would  cause  the
     application  of the  laws of any  jurisdiction  other  than  the  State  of
     Florida.

(i)  Amendments  and Waivers.  No amendment of any  provision of this  Agreement
     shall be valid  unless  the same  shall be in  writing  and  signed  by the
     Parties.  No  waiver  by any Party of any  default,  misrepresentation,  or
     breach of warranty or covenant hereunder, whether intentional or not, shall
     be deemed to extend to any prior or subsequent default,  misrepresentation,
     or breach of warranty or covenant hereunder or affect in any way any rights
     arising by virtue of any prior or subsequent such occurrence.

(j)  Severability.  Any term or provision of this  Agreement  that is invalid or
     unenforceable  in any  situation in any  jurisdiction  shall not affect the
     validity or  enforceability of the remaining terms and provisions hereof or
     the validity or  enforceability  of the offending  term or provision in any
     other situation or in any other jurisdiction.

(k)  Expenses.  Each of the  Parties  will  bear his or her or its own costs and
     expenses  (including  legal fees and expenses)  incurred in connection with
     this Agreement and the transactions contemplated hereby.

(l)  Construction.  The Parties have participated  jointly in the negotiation of
     this  Agreement.  In the  event an  ambiguity  or  question  of  intent  or
     interpretation  arises,  this  Agreement  shall be  construed as if drafted
     jointly by the  Parties and no  presumption  or burden of proof shall arise
     favoring or disfavoring any Party by virtue of the authorship of any of the
     provisions of this Agreement.  Any reference to any federal,  state, local,
     or foreign  statute  or law shall be deemed  also to refer to all rules and
     regulations promulgated thereunder,  unless the context requires otherwise.
     The word "including" shall mean including without  limitation.  The Parties
     intend that each  representation,  warranty,  and covenant contained herein
     shall  have  independent  significance.  If  any  Party  has  breached  any
     representation,  warranty, or covenant contained herein in any respect, the
     fact that  there  exists  another  representation,  warranty,  or  covenant
     relating to the same subject matter  (regardless of the relative  levels of
     specificity)  which the Party has not  breached  shall not detract  from or
     mitigate the fact that the Party is in breach of the first  representation,
     warranty, or covenant.

(m)  Incorporation of Exhibits,  Annexes, and Schedules. The Exhibits,  Annexes,
     Schedules and  Certificates  identified in this Agreement are  incorporated
     herein by reference and made a part hereof.

(n)  Specific Performance.  Each of the Parties acknowledges and agrees that the
     other  Parties  would  be  damaged  irreparably  in  the  event  any of the
     provisions of this  Agreement  are not  performed in accordance  with their
     specific terms or otherwise are breached.  Accordingly, each of the Parties
     agrees  that the  other  Parties  shall be  entitled  to an  injunction  or
     injunctions to prevent  breaches of the provisions of this Agreement and to
     enforce  specifically this Agreement and the terms and provisions hereof in
     any  action  instituted  in any  court of the  United  States  or any state
     thereof having jurisdiction over the Parties and the matter (subject to the
     provisions  set forth in Section  9(o)  below),  in  addition  to any other
     remedy to which they may be entitled, at law or in equity.
<PAGE>

(o)  Submission to  Jurisdiction.  Each of the Parties  submits to the exclusive
     jurisdiction  of any state or federal  court  sitting in Palm Beach County,
     Florida,  in any action or  proceeding  arising  out of or relating to this
     Agreement and agrees that all claims in respect of the action or proceeding
     shall be heard and determined in any such court. Each of the Parties waives
     any  defense  of  inconvenient  forum to the  maintenance  of any action or
     proceeding so brought and waives any bond,  surety,  or other security that
     might be required of any other Party with  respect  thereto.  Any Party may
     make  service on any other  Party by sending  or  delivering  a copy of the
     process to the Party to be served at the address and in the manner provided
     for the giving of notices in Section  9(g) above.  Each Party agrees that a
     final  judgment in any action or  proceeding so brought shall be conclusive
     and may be enforced by suit on the judgment or in any other manner provided
     by law or at equity.

(p)  Prevailing Party. In any action or proceeding arising out of or relating to
     this  Agreement,   the  prevailing  party  shall  be  entitled  to  recover
     reasonable  attorney's fees and costs from the other party to the action or
     proceeding.

(q)  Public  Announcements.  Except as  otherwise  required by law,  neither the
     Shareholders  nor the Company nor any of their  representatives  will issue
     any  press  release  or make any other  public  announcement  relating  to,
     connected  with  or  arising  out of  this  Agreement  or the  transactions
     contemplated  herein,  including the existence and terms of this Agreement,
     without  obtaining the prior approval of NTI to the contents and the manner
     of presentation and publication thereof.

(r)  WAIVER OF JURY TRIAL.  THE  PARTIES  HEREBY  IRREVOCABLY  WAIVE ANY AND ALL
     RIGHT TO TRIAL BY JURY IN ANY LEGAL  PROCEEDING  ARISING OUT OF OR RELATING
     TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
                                     ******
<PAGE>


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

 nSTOR TECHNOLOGIES, INC.

By:   /S/ Jack Jaiven
Name:  Jack Jaiven
Title: Vice President


nSTOR TAIWAN, INC.

By:   /S/  Jack Jaiven
Name:  Jack Jaiven
Title: Vice President


ONEOFUS COMPANY LIMITED

By:   /S/  Johan Olstenius
Name:  Johan Olstenius
Title: President


SHAREHOLDERS:

/S/ Johan Olstenius
Johan Olstenius

/S/ Li-Chen Liu
Li-Chen Liu

/S/ Ching-Long Wu
Ching-Long Wu

/S/ Kuo-Chung Liu
Kuo-Chung Liu

/S/ Wu-Shin Liu
Wu-Shin Liu
<PAGE>