Exhibit 10.7

                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE  AGREEMENT  (this  "Agreement") is made on February
     28,  2005,  between  Independence  Water  Group,  LLC, a  Virginia  Limited
     Liability  Company  with offices at 3122 Elk Creek  Parkway,  Independence,
     Virginia  24348  ("Seller"),  and  Universal  Food &  Beverage  Company  of
     Virginia, a Virginia Corporation ("Buyer").

                                   BACKGROUND

         A. On November 9, 2001 by Order in the United States  Bankruptcy  Court
     for the Western District of Virginia,  Roanoke Division (Abingdon),  Seller
     purchased  certain  assets of the  Grayson  Mountain  Water  Company,  Inc.
     (Debtor)  from Robert E. Wick,  Jr.,  Trustee by way of Deeds to Seller for
     the Real Estate and Personal Property dated January 2, 2002.

         B. As of  September  1,  2004  Universal  Food &  Beverage  Company,  a
     Delaware  Corporation  ("Universal"),  of which  Buyer  is a  wholly  owned
     subsidiary,   entered  into  a  Management   Agreement   with  Seller  (the
     "Management  Agreement")  to manage the water bottling plant and equipment,
     buildings,   water  aquifer  rights  and  real  estate   (collectively  the
     "Business").  The  Management  Agreement  provides  for  Buyer  and  Seller
     entering into an Asset Purchase  Agreement for the purchase of the Business
     including  approximately  620 acres of forest land,  water aquifer  rights,
     16,000 sq. ft.  bottling  facility  and  distribution  space,  including  a
     residence  in  Independence,   Virginia,  with  all  associated  equipment,
     materials,  supplies,  trademarks and goodwill (collectively the "Purchased
     Assets").

         C. On September 27, 2004 Cardinal Minerals,  Inc., a Nevada corporation
     ("Cardinal"),   entered  into  a  Share  Purchase  Agreement  and  Plan  of
     Reorganization  (the  "Reorganization  Agreement") with Universal,  for the
     exchange of all the  outstanding  shares of Universal  for shares of common
     stock of Cardinal (the "Share  Exchange").  Upon  consummation of the Share
     Exchange,  Universal will become a wholly owned  subsidiary of Cardinal and
     the  shareholders  of Universal will become  shareholders of Cardinal which
     will be renamed "Universal Food & Beverage Company".

                                   AGREEMENTS

         NOW,  THEREFORE,  in  consideration of the Background and the terms and
     conditions  set forth in this  Agreement,  the  Seller  and Buyer  agree as
     follows:

         1. Assets Purchased. At the Closing, Seller shall sell, assign, convey,
transfer,  set  over,  and  deliver  to Buyer  all of the  assets,  rights,  and
interests of every conceivable kind or character whatsoever, whether tangible or
intangible,  that on the Closing Date are owned by Seller or in which Seller has

<PAGE>

an interest of any kind except for Excluded Assets listed under Section 2. These
include, without limitation, the following Purchased Assets:

                  a. All furniture, fixtures and equipment, fixed assets and all
         other  items of  tangible  personal  property,  in each  case  wherever
         located and whether or not capitalized on Seller's books, including but
         not limited to, the property  set forth on Schedule 1A attached  hereto
         (the "Personal Property").

                  b. All good and  saleable  inventory  of any kind,  character,
         nature or description,  wherever located  including all finished goods,
         work-in-process, supplies, raw materials, parts, scraps, containers and
         packaging   materials  and  including  any  consigned   inventory  (the
         "Inventory").

                  c. All accounts,  chattel paper,  documents,  and instruments,
         including all accrued interest  receivable and also any security Seller
         holds  for  the  payment   thereof   generated  by  the  Business  (the
         "Receivables")  and all of Seller's  general  intangibles in connection
         with the Business and, to the extent not otherwise constituting general
         intangibles,  any  interest  of Seller in any and all  claims by Seller
         against any other person in connection  with the Business,  whether now
         accrued or later to accrue, contingent or otherwise,  known or unknown,
         including,  but not  limited  to, all rights  under  express or implied
         warranties  from suppliers in connection  with the Business  (except as
         they  may  pertain  to   Seller's   liabilities   other  than   Assumed
         Liabilities), claims for collection or indemnity, claims in bankruptcy,
         and chooses in action.

                  d. All Seller's right, title,  benefit, and interest in and to
         inventions,  discoveries,  improvements,  designs, trade secrets, trade
         names, trademarks, process sheets,  specifications,  bills of material,
         formulae   and  secret  and   confidential   processes,   know-how  and
         technology,  used in the  Business  (the  "Intellectual  Property")  as
         listed on Schedule 11.AA.

                  e. Four (4) tracts or parcels of improved land  containing 621
         acres  more or less  located at 3122 Elk Creek  Parkway,  Independence,
         Virginia,  legally  described on Schedule 1E attached hereto (the "Real
         Estate");

                  f. The full benefit of:

                           i.  Any and  all  purchase  orders  placed  with  and
                  accepted by Seller on or before the Closing Date in connection
                  with the Business that have not been  completely  performed or
                  filled  before the Closing  Date,  covering the purchase  from
                  Seller of products  to be supplied by Seller in the  Business,
                  or  covering  the  rendition  by Seller of service on products
                  supplied by Seller in the Business and including all deposits,
                  progress payments,  and credits of the Business,  as set forth
                  on Schedule 1.F.1;

                           ii. The  purchase  orders  listed on  Schedule  1.F.2
                  placed by Seller prior to the Closing Date in connection  with
                  the Business that have not been  completely  performed  before


                                       2
<PAGE>

                  the Closing  Date,  covering  Seller's  purchase of inventory,
                  supplies, or materials in the ordinary course of business; and

                           iii.  The  leases  of  personal  property  and  other
                  agreements listed in Schedule 1.F.3.

              (All the items listed in this Section 1.F are the"  Contracts  and
         Commitments").

                  g. All records and lists of the Business that pertain directly
         or  indirectly,  in  whole  or in  part,  to  any  one or  more  of the
         following:  the Seller's Business  customers,  suppliers,  advertising,
         promotional material, sales, services, delivery, internal organization,
         employees, and operations.

                  h. All security deposits,  prepaid expenses, and similar items
         reflected in the latest of the Financial  Statements of Seller referred
         to in Section  11.G, in  connection  with the  Business,  in the amount
         accrued as of the Closing Date.

                  i. All  transferable  local,  state,  and federal  franchises,
         licenses,  bonds, permits, and similar items pertaining to the Business
         and/or the Purchased  Assets,  as listed on Schedule 1I attached hereto
         (the "Permits").

                  j.  The  Business  conducted  by  Seller  as a going  concern,
         including any and all goodwill,  telephone and FAX numbers, yellow-page
         advertisements and P.O. Box if any.

                  k. To the extent not otherwise  specifically  included in this
         Section or  excluded  under  Section  2, all  assets,  rights,  claims,
         contracts,  agreements,  causes  of  action  and  properties  as of the
         Closing Date, of every kind, character, nature and description, whether
         tangible  or  intangible,   choate  or  inchoate,   known  or  unknown,
         contingent or fixed and wherever located.

         Seller  shall update all  Schedules  described in this Section 1, where
appropriate, as of the Closing Date.

         2. Excluded  Assets.  Buyer is not purchasing any Excluded  Assets from
Seller. "Excluded Assets" means:

                  a. All of Seller's books of account  (although  copies of such
         books and records relating to the Business shall, on reasonable request
         made by representatives of Buyer, be provided to Buyer);

                  b. Claims for refunds of federal and state income  taxes,  tax
credits of any kind;

                  c. Cash or cash equivalents.


                                       3
<PAGE>

         3A.   Liabilities   Assumed.   Seller  agrees  that  Buyer  assumes  no
liabilities of Seller,  and Buyer shall not assume any such  liability,  whether
accrued, absolute, contingent, known, unknown, or otherwise, except for

                  a. Those liabilities specifically identified as of the Closing
         Date on the Closing Date Balance Sheet consisting of all Trade Payables
         (in an amount  not to  exceed  $40,000  as set  forth on the  Financial
         Statements  included  as Schedule  11.G),  as may be  adjusted,  all as
         pursuant to Section 4.C,  consistent  with the  accounting  done on the
         Financial Statements including as Schedule 11.G, incurred in the normal
         course of business;

                  b. Those  liabilities  related  to  executory  obligations  of
         Seller's  continued  performance  arising  in the  ordinary  course  of
         business  under any of the  Contracts  and  Commitments  of Seller that
         become performable or payable on or after the Closing Date.

(All of the items listed in this Section 3.A are "Assumed Liabilities.")

         3B. Excluded Liabilities.  Notwithstanding the provisions of Section 3A
the Buyer will not assume or become  responsible  for, and will not be deemed to
have assumed or have become  responsible  for, any other obligation or liability
of the Seller,  whatsoever  other than as  specifically  set forth in Section 3A
(with  all  such  unassumed  liabilities  and  obligations  referred  to  herein
collectively as "Excluded Liabilities").  Without limiting the generality of the
foregoing,  the Buyer will not assume or become  responsible for and will not be
deemed to have assumed or to have become responsible for:

                  a. any liability or  obligation  arising prior to, on or after
         the Closing Date in connection with any Excluded Asset;

                  b. any  debt to any  bank  including  but not  limited  to the
         Grayson National Bank;

                  c. any  liability  or  obligation  of the  Seller,  any of its
         Affiliates  or  any  of  their   respective   predecessors   under  any
         Environmental  Laws  arising out of or in any way related to any event,
         transaction,  condition, practice, release or occurrence on or prior to
         the  Closing  Date,  including  but not  limited  to any  liability  or
         obligation resulting from any violation of Environmental Laws;

                  d.  any   liability  or   obligation   (whether   assessed  or
         unassessed) of the Seller or any of its affiliates  with respect to any
         Taxes,  including  any  Taxes  arising  by  reason  of the  transaction
         contemplated by this Agreement or the Related  Agreement,  as of or for
         any period prior to, on or after the Closing Date,  except for property
         taxes  specifically  included on the  Financial  Statement  included as
         Exhibit 11.G;

                  e. any liability or obligation of the Seller to any current or
         former employee with respect to worker's compensation claims made after


                                       4
<PAGE>

         the Closing Date by current or former  employees of Seller with respect
         to  conditions  or  occurrences  commencing  on or prior to the Closing
         Date; or

                  f. any  liability or  obligation of the Seller with respect to
         any civil or criminal  litigation,  proceeding,  investigation or claim
         relating to or involving  allegations of criminal conduct,  civil fraud
         or intentional misconduct.

                  g. product warranty  liabilities,  including  product defects,
         for  products  produced by Seller on or prior to the  execution  of the
         Management Agreement.


         4. Purchase Price for Purchased Assets.

                  a. Purchase  Price.  The purchase price to be paid by Buyer to
         Seller for the Purchased  Assets at the Closing (the "Purchase  Price")
         shall be equal to:

                           (i) $200,000; and

                           (ii)  2,000,000  Units  consisting  of one  share  of
                  Common Stock  ($0.001)  per value per share of Universal  (the
                  "Common  Stock")  and one  Warrant  to  purchase  one share of
                  common stock of Universal (the "Warrants").  The Warrants will
                  allow  Seller to purchase one (1) share of the Common Stock at
                  an  exercise  price of $1.00  per  share  for  three (3) years
                  following its issuance.  The Units shall consist of the Common
                  Stock and the Warrants (the "Units").

                           The Purchase  Price shall be paid by Buyer in full at
                  the  Closing.   Buyer  shall  deliver  to  Seller  the  amount
                  determined  under  this  Section  by  cashier's  check or wire
                  transfer at Closing.  Buyer  shall  cause to be  delivered  at
                  Closing a share  certificate  for  2,000,000  shares of Common
                  Stock  of   Universal  in  the  name  of  Seller  which  share
                  certificate  will  contain  restrictions  on  transferability.
                  Buyer shall also cause to be delivered at Closing the Warrants
                  for the  purchase  of  2,000,000  shares  of  Common  Stock of
                  Universal.

                           If the Closing occurs after the Share Exchange, Buyer
                  shall have the right to deliver  and Seller  shall  accept the
                  same number of Cardinal shares of common stock and warrants as
                  Seller would have  received as  consideration  of Common Stock
                  and Warrants  pursuant to the terms of this Agreement.  In the
                  event Seller receives such Cardinal shares of common stock and
                  warrants,  they shall be subject to the same  restrictions  on
                  transferability as applied to the Common Stock and Warrants.

                  b. Allocation of Purchase  Price.  The Purchase Price shall be
         allocated  among the  Purchased  Assets  in  accordance  with  attached
         Schedule  4.b.  Buyer  and  Seller  agree to file all tax  returns  and
         reports in a manner consistent with the allocations in this Section.


                                       5
<PAGE>

         5. Related Agreement;  Real Estate Purchase Agreement.  The real estate
parcels located at Elk Creek Parkway, Independence,  Virginia shall be purchased
by Buyer pursuant to an agreement in the form attached  hereto as Exhibit A (the
"Related Agreement").

         6.  Delivery Free of  Encumbrances.  Seller shall deliver good title to
the Purchased Assets free and clear of all mortgages,  liens,  claims,  demands,
charges,  options,  equity interests,  leases,  tenancies,  easements,  pledges,
security  interests,  and other  encumbrances  ("Encumbrances"),  except for any
Assumed Liabilities that results in any Encumbrance.

         7. Preclosing Actions. Before the Closing:

                  a.  Conduct of Business.  Buyer (under the ongoing  Management
         Agreement) shall carry on and conduct the Business only in the ordinary
         course  consistent  with  past  practices,  without  any  change in the
         policies,  practices, and methods that Buyer pursued before the date of
         this  Agreement.  Buyer and  Seller  will use  their  best  efforts  to
         preserve   the   Business   organization   intact;   to  preserve   the
         relationships  with  customers,  suppliers,  and others having business
         dealings with it; and to preserve the services of the workers,  agents,
         and representatives.  Without limitation of the foregoing, Seller shall
         not undertake any action with respect to the Purchased  Assets  without
         the prior written consent of Buyer.

                  b. Buyer's Access, Due Diligence Review. From the date of this
         Agreement  through  the  Closing,  Seller  shall  permit  Buyer and its
         representatives  to make a full business,  financial,  accounting,  and
         legal  audit of Seller,  the  Business,  the  Purchased  Assets and the
         Assumed  Liabilities.  Seller shall take all reasonable steps necessary
         to cooperate with Buyer in undertaking this audit.

                  c. Accuracy of Representations and Warranties and Satisfaction
         of Conditions.  Seller will immediately  advise Buyer in writing if (i)
         any of Seller's  representations  or warranties are untrue or incorrect
         in any  material  respect  or  (ii)  if  Seller  becomes  aware  of the
         occurrence of any event or of any state of facts that results in any of
         the  representations and warranties of Seller being untrue or incorrect
         as if Seller were then making them. Seller will not take any action, or
         omit  to  take  any   action,   that  would   cause  any  of   Seller's
         representations and warranties set forth in this Agreement to be untrue
         or incorrect as of the Closing  Date.  Seller will use its best efforts
         to cause all  conditions  within  their  control  that are set forth in
         Section  8 to  be  satisfied  as  promptly  as  practicable  under  the
         circumstances.

         8. Conditions Precedent to Buyer's  Obligations.  Buyer's obligation to
consummate  the  transactions  contemplated  by this Agreement is subject to the
fulfillment  (or  waiver  by  Buyer)  before  or at the  Closing  of each of the
following conditions:

                  a.   Accuracy   of   Representations   and   Warranties.   The
         representations  and  warranties of Seller  contained in this Agreement
         and the  Related  Agreement  shall be true and correct at and as of the


                                       6
<PAGE>

         Closing Date as though such representations and warranties were made on
         that date.

                  b.  Performance  of  Covenants.  The Seller  shall have in all
         respects  performed and complied with all  covenants,  agreements,  and
         conditions that this Agreement and all related  documents require to be
         performed or complied with before or on the Closing Date,  specifically
         including the Related Agreement referred to in Section 5.

                  c. Results of Due Diligence Review.  Buyer shall be satisfied,
         in its sole  and  absolute  discretion,  with  the  results  of its due
         diligence review of the Seller, the Business,  the Purchased Assets and
         the Assumed liabilities conducted as contemplated in Section 7b, above.

                  d.  Permits.  Buyer shall have  received  all permits  that in
         Buyer's  opinion  are  necessary  to  operate  the  Business  after the
         Closing.

                  e. No Casualty.  Prior to the Closing  Date,  Seller shall not
         have incurred,  or be threatened with, a material liability or casualty
         that would materially impair the value of the Purchased Assets.

                  f. Opinion of Counsel. Buyer shall have received the favorable
         opinion of  Seller's  counsel  dated the  Closing  Date and in form and
         substance  satisfactory  to Buyer's  counsel.  The opinion  shall be in
         substantially the form attached as Schedule 8. F.

                  g.  Instruments  of  Transfer,  etc.  Seller  and Buyer  shall
         prepare and deliver to Buyer,  in form and  substance  satisfactory  to
         Buyer, all bills of sale, general instruments of transfer, conveyances,
         assurances, transfers, assignments,  approvals, consents, and any other
         instruments and documents  containing the usual and customary covenants
         and  warranties of title and that shall be  convenient,  necessary,  or
         required to  effectively  transfer the  Purchased  Assets to Buyer with
         good title, free and clear of all Encumbrances.

                  h. Certificates Regarding Conditions Precedent. Seller Parties
         shall have delivered to Buyer  certificates of the Seller,  in form and
         substance satisfactory to Buyer, certifying that as of the Closing Date
         all of the conditions  set forth in this Section,  except those totally
         within the Buyer's control, have been satisfied.

                  i.  No   Litigation.   No   action,   suit,   proceeding,   or
         investigation   shall  have  been   instituted   before  any  court  or
         governmental  body, or instituted by any  governmental  agency,  (i) to
         restrain or prevent the carrying out of the  transactions  contemplated
         by this  Agreement,  or (ii) that might  affect  Buyer's  right to own,
         operate, and control the Purchased Assets after the Closing Date.


                                       7
<PAGE>

                  j. Lien Search. Buyer shall have received UCC lien searches on
         the Purchased Assets in form and content satisfactory to Buyer, and all
         matters  arising  from  such  searches  shall  have  been  resolved  or
         addressed in a manner satisfactory to Buyer.

                  k.  Consents.  Seller  shall have  obtained,  in writing,  all
         consents   necessary  or  desirable  to  consummate  or  to  facilitate
         consummation  of this  Agreement  and  any  related  transactions.  The
         consents  shall be  delivered  to Buyer  before  Closing  and  shall be
         reasonably acceptable to Buyer in form and substance.

                  l. Environmental Investigation.  Buyer shall have received, at
         its cost and expense, Phase I Environmental Site Assessment prepared by
         an independent, competent, and qualified environmental consultant, that
         in its scope,  form, and substance is satisfactory to Buyer on all real
         estate  being  either  purchased  or  leased  under  the  terms of this
         Agreement or any Related  Agreements.  Buyer shall also receive, at its
         cost and expense, any updates it deems necessary or appropriate.  Buyer
         shall be  satisfied,  in its sole and absolute  discretion,  that there
         will not be at and after the  Closing any basis for the  imposition  on
         Buyer of any  liability  under any  Environmental  Laws (as  defined in
         Section 11.T.1).

                  m.  Conditional  Tax Clearance.  Seller shall have provided to
         Buyer a  certificate  of  conditional  tax  clearance  from the Revenue
         Commissioner of the  Commonwealth  of Virginia  showing that Seller has
         filed all tax returns and reports  required to be filed before  Closing
         and that it has paid all taxes due.

                  n. Real Estate  Appraisal  and Well  Survey.  Buyer shall have
         received,  at its cost and expense,  a study  relating to the continued
         suitability of the water  resources and real estate value.  Buyer shall
         be satisfied,  in its sole and absolute  discretion,  that there are no
         issues  relating  to  the  continued  use  and  availability  of  water
         resources  on the real  estate  and the value of the real  estate as an
         asset of the Business.

                  o. Board  Approval.  The Board of Directors of the Buyer shall
         have taken the necessary Board action approving this  transaction.  The
         Members  of Seller  have  taken all  necessary  action  approving  this
         transaction.

                  p. Other Documents and Instruments.  Buyer shall have received
         such other documents and instruments as it has reasonably requested, in
         form and substance satisfactory to Buyer.

                  q.  Approvals  by  Buyer's  Counsel.   Buyer's  counsel  shall
         reasonably  approve all legal matters and the form and substance of all
         documents that Buyer or Seller are to deliver at the Closing.

                  r. Buyer's Financing.  Buyer shall have obtained  satisfactory
         financing, as determined in Buyer's sole and absolute discretion.


                                       8
<PAGE>

         9. Conditions Precedent to Seller's  Obligations.  Seller's obligations
to consummate the transactions contemplated by this Agreement are subject to the
fulfillment of each of the following conditions before or at the Closing Date:

                  a.  Accuracy  of  Representations   and  Warranties.   Buyer's
         representations  and  warranties  contained in this  Agreement  and the
         related  Agreement  shall be true and  correct at and as of the Closing
         Date as though such  representations  and  warranties  were made at the
         Closing.

                  b. Performance of Covenants. Prior to and at the Closing Date,
         Buyer  shall  have in all  respects  performed  and  complied  with its
         obligations  under all the covenants,  agreements,  and conditions that
         this Agreement and the Related Agreement require.

                  c. Board  Approval.  The Board of Directors of the Buyer shall
         have taken the necessary action approving this transaction. The Members
         of Seller have taken all necessary action approving this transaction.

                  d.  Consents.  Seller  shall have  obtained,  in writing,  all
         consents   necessary  or  desirable  to  consummate  or  to  facilitate
         consummation of the Agreement and any related transactions.

                  e.  Opinion  of  Counsel.   Seller  shall  have  received  the
         favorable opinion of Buyer's counsel dated the Closing Date and in form
         and substance satisfactory to Seller's counsel. The opinion shall be in
         substantially the form attached as Schedule 9.F.

                  f.  Approvals  by Seller's  Counsel.  Seller's  counsel  shall
         reasonably  approve all legal matters and the form and substance of all
         documents that Buyer or Seller are to deliver at the Closing.

         10.      Closing Matters.

                  a. Closing.  The closing of the  transactions  contemplated in
         this  Agreement  (the  "Closing")  shall take  place at the  offices of
         Chicago Title  Insurance  Company,  Washington,  D.C., at 10:00 a.m. on
         March 1, 2005 or at such other  place  and/or on such other date as the
         parties may agree upon (the "Closing Date").

                  b. Updated Schedules.  At the Closing,  certain Schedules will
         need to be up-dated to the day of Closing.

                  c. Certain Closing Expenses; Prorations. Buyer shall be liable
         for and shall pay all federal, state, and local sales, use, excise, and
         documentary  stamp  taxes and all other  taxes,  duties,  or other like
         charges properly payable on and in connection with Seller's  conveyance
         and transfer of the Purchased Assets to Buyer.


                                       9
<PAGE>

                  d. Deliveries at the Closing. At the Closing, (i) Seller shall
         deliver  the  various  bills  of  sale,  all  other   assignments   and
         instruments of transfer and  Certificates,  documents or items referred
         to in this Agreement, including Section 8, and (ii) Buyer shall deliver
         the various Certificates, documents or items, and the payments referred
         to in this Agreement, including Section 4.a. and Section 9.

                  e. Further Assurances.  Seller shall cooperate with and assist
         Buyer with the transfer of the  Purchased  Assets under this  Agreement
         and take all other  reasonable  actions to assure that the  Business is
         smoothly  transferred  to Buyer.  From time to time  after the  Closing
         Date,  Seller shall, at the request of Buyer,  execute and deliver such
         additional conveyances, transfers, documents, instruments, assignments,
         applications,  certifications,  papers, and other assurances that Buyer
         requests as necessary, appropriate,  convenient, useful or desirable to
         effectively  carry out the intent of this Agreement and to transfer the
         Purchased Assets to Buyer.

         11.  Seller  Representations  and  Warranties.  As of the  date of this
Agreement and as of the Closing,  the Seller  represents  and warrants to Buyer,
and  acknowledges and confirms,  that Buyer is relying on these  representations
and warranties in entering into this Agreement.

                  a.  Organization and Standing.  Seller is a limited  liability
         company duly organized,  validly  existing,  and in good standing under
         the laws of the Commonwealth of Virginia,  and Seller has all requisite
         power and authority (corporate and otherwise) to own its properties and
         conduct its  business as it is now being  conducted.  The nature of the
         business and the character of the  properties  Seller owns or leases do
         not  make  the  licensing  or  qualification  of  Seller  as a  foreign
         corporation  necessary under the laws of any other jurisdiction  except
         as may be listed on Schedule  11.A.  Seller has not used or assumed any
         other name in  connection  with the conduct of the Business  during the
         last two years, except as provided in Schedule 11.A.

                  b. Authorization. Seller has all requisite power and otherwise
         requisite  legal  capacity  (i) to execute,  deliver,  and perform this
         Agreement  and the Related  Agreement to which each is a party and (ii)
         to consummate the  transactions  contemplated  under this Agreement and
         the Related Agreement. Seller has taken, or will have taken at the time
         of the Closing,  all necessary corporate action (including the approval
         of its board of  directors  and  members)  to  approve  the  execution,
         delivery,  and performance of this Agreement and the Related  Agreement
         to be  executed  and  delivered  by it  and  the  consummation  of  the
         transactions contemplated in this Agreement. This Agreement is, and the
         Related  Agreement  when executed and delivered by the parties to them,
         will be legal, valid, and binding  obligations the Seller,  enforceable
         against it in  accordance  with the  Agreement  and  Related  Agreement
         respective  terms,  except  as  such  enforcement  may  be  limited  by
         bankruptcy,  insolvency,  moratorium,  or similar laws  relating to the
         enforcement  of creditors'  rights and by general  principles of equity
         (regardless  of  whether  such   enforceability   is  considered  in  a
         proceeding at law or in equity).


                                       10
<PAGE>

                  c. Existing Agreements and Governmental Approvals.

                           i.  Except  as  provided   in  Schedule   11.C,   the
                  execution, delivery, and performance of this Agreement and the
                  Related  Agreement and the  consummation  of the  transactions
                  contemplated by them:

                                    1.  Do  not  and   will  not   violate   any
                           provisions of law  applicable  to any of Seller,  the
                           Business, or the Purchased Assets;

                                    2. As of the Closing,  does not and will not
                           conflict with, result in the breach or termination of
                           any  provision  of, or constitute a default under (in
                           each  case  whether  with or  without  the  giving of
                           notice  or  the  lapse  of  time  or  both)  Seller's
                           Articles of  Association or Operating  Agreement,  or
                           any indenture,  mortgage,  lease,  deed of trust,  or
                           other  instrument,  contract,  or  agreement  or  any
                           order,  judgment,  arbitration  award,  or  decree to
                           which  Seller  is a party  or by  which  it is  bound
                           (including,   without   limitation,   the   Purchased
                           Assets); and

                                    3.  Do  not  and  will  not  result  in  the
                           creation  of  any  Encumbrance  on  any  of  Seller's
                           properties,  assets, or Business (including,  without
                           limitation, the Purchased Assets).

                           ii. No approval,  authority, or consent of, or filing
                  by Seller with, or  notification  to, any federal,  state,  or
                  local court,  authority, or governmental or regulatory body or
                  agency or any other corporation,  partnership,  individual, or
                  other entity is necessary:

                                    1. To authorize  the  execution and delivery
                           of this Agreement or the Related Agreement by Seller,

                                    2.  To  authorize  the  consummation  of the
                           transactions  contemplated  by this  Agreement or the
                           Related Agreement by Seller, or

                                    3. To continue  Buyer's use and operation of
                           the Purchased Assets after the Closing Date.

                  d. No  Subsidiaries.  Seller does not have any subsidiaries or
         directly or indirectly  own any interest or have any  investment in any
         other corporation,  partnership, or other entity in connection with the
         Business.

                  e. No Insolvency.  No insolvency  proceeding of any character,
         including,     without    limitation,     bankruptcy,     receivership,
         reorganization,  composition, or arrangement with creditors,  voluntary
         or involuntary,  affecting Seller or any of its assets or properties is


                                       11
<PAGE>

         pending or, to the Best Knowledge of Seller, threatened. Seller has not
         taken any  action in  contemplation  of, or that would  constitute  the
         basis for, the institution of any such insolvency proceedings.  For the
         purposes  of this  Agreement,  the  phrase  "Best  Knowledge  of Seller
         "Parties,"  or words of  similar  import,  mean such  knowledge  of the
         Seller would have after due inquiry into the matter in question.

                  f. Permits and  Licenses.  Seller has all  necessary  permits,
         certificates,  licenses, approvals,  consents, and other authorizations
         required to carry on and conduct the Business and to own,  lease,  use,
         and  operate  the  Purchased  Assets at the places and in the manner in
         which  the  Business  is   conducted,   all  of  which  to  the  extent
         transferable  shall be transferred or assigned to Buyer at the Closing,
         without   expense  to  Buyer.   A  complete   list  of  such   permits,
         certificates,  licenses, approvals,  consents, and other authorizations
         is included in Schedule 11.F.

                  g.  Financial  Statements.  Seller has  delivered to Buyer the
         audited  financial  statements  on the Business  dated for the calendar
         years  ended  12/31/03  and  12/31/04,  as  listed  in  Schedule  11.G,
         (together, the "Financial Statements"). The Financial Statements do and
         will fairly and accurately  present Seller's  financial  position as of
         the  dates  indicated,  and are and  will be true  and  correct  in all
         material  respects,  in accordance with generally  accepted  accounting
         principles  consistently  applied.  Except as  otherwise  disclosed  on
         Schedule 11.G,  Seller's books,  records,  and work papers are complete
         and correct;  have been maintained on an accrual basis;  and accurately
         reflect,  and will  accurately  reflect,  the basis  for the  financial
         condition of Seller's  operations  that are set forth in the  Financial
         Statements.

                  h. No Undisclosed  Liabilities.  Except as otherwise disclosed
         in the Financial  Statements,  Seller does not have any  liabilities or
         obligations,  whether accrued, absolute,  contingent, or otherwise, and
         there exists no fact or  circumstance  that could give rise to any such
         liabilities or obligations in the future.

                  i. Intentionally Omitted.

                  j. No  Adverse  Changes.  Since  the  date of the  last of the
         Financial  Statements attached as Schedule 11.G, there has not been, to
         the  Best  Knowledge  of any of the  Seller  Parties,  any  occurrence,
         condition,  or development that has adversely affected, or is likely to
         adversely affect, the Business, or the Purchased Assets.

                  k.  Employees.  Seller does not have any  employees  except as
         otherwise disclosed on attached schedule 11.K.

                  l. Employee Benefit Plans.

                           1.  Attached as Schedule  11L is a true and  complete
                  list  of all  plans,  contracts,  programs,  and  arrangements
                  (including,   but  not  limited  to,   collective   bargaining


                                       12
<PAGE>

                  agreements,    pensions,   bonuses,   deferred   compensation,
                  retirement,  severance,  hospitalization,   insurance,  salary
                  continuation,  and other employee benefit plans,  programs, or
                  arrangements)  maintained  currently or under which Seller has
                  had any  obligations  with  respect  to a  former  or  current
                  employee of Seller (the "Plans").

                           2. Seller has performed all  obligations  required to
                  be performed by it under the Plans (including, but not limited
                  to, the making or accruing of all contributions) and is not in
                  default under and has no knowledge of any default by any other
                  party to the Plans.

                  m. Contracts. Except for the contracts,  commitments or leases
         listed on Schedules  1.F.2,  1.F.3,  and 11.M or any other  Schedule of
         this Agreement,  Seller is not a party to nor bound by any agreement or
         commitment  that affects the  Business,  the Purchased  Assets,  or the
         Assumed  Liabilities,  (all these contracts and commitments referred to
         as "Significant  Contracts").  All Significant  Contracts are valid and
         binding  obligations  of the parties  thereto in accordance  with their
         respective  terms.  No default or alleged default exists on the part of
         Seller,  nor, to the Best Knowledge of Seller, on the part of any other
         party, under any of the Significant Contracts. True and complete copies
         of all Significant Contracts have been delivered to Buyer.

                  n. Title to Purchased Assets.  Seller is the sole and absolute
         owner  of  the  Purchased  Assets  and  has  good  title  to all of the
         Purchased  Assets,  which are,  or will be at the time of the  Closing,
         free  and  clear of any and all  Encumbrances  except  for any  Assumed
         Liabilities  that results in any  encumbrance.  Schedule  11.N lists or
         describes  all  property  used in the conduct of the  Business  that is
         owned by or an  interest  in  which  is  claimed  by any  other  person
         (whether a customer,  supplier, or other person),  together with copies
         of all related agreements. All such assets are situated on the Premises
         or other of  Seller's  facilities  and is in such  condition  that upon
         return to its  owner,  Buyer  will not be  liable in any  amount to the
         owner.

                  o.  Condition  of  Purchased  Assets.  To the best of Seller's
         knowledge,  except as disclosed in Schedule  11.O,  all  equipment  and
         buildings Seller owns or leases are, to the best of Seller's knowledge,
         structurally  sound,  in  good  operating  condition  and  repair,  and
         adequate for their current uses.  Each item is situated at the Seller's
         facilities unless specifically  disclosed to the Buyer on Schedule 11.O
         attached to this Agreement.

                  p. Taxes.

                           1.  For the  purposes  of this  Agreement,  "Tax"  or
                  "Taxes" shall mean all foreign, federal, state, county, local,
                  and other taxes (including,  without limitation, income taxes;
                  premium  taxes;  single-business  taxes;  excise taxes;  sales
                  taxes;  use taxes;  value-added  taxes;  gross receipts taxes;
                  franchise   taxes;  ad  valorem  taxes;   real  estate  taxes;
                  severance  taxes;  capital levy taxes;  transfer taxes;  stamp


                                       13
<PAGE>

                  taxes;  employment,  unemployment,  and payroll-related taxes;
                  withholding taxes; and governmental  charges and assessments),
                  and include interest, additions to tax, and penalties.

                           2. Seller has filed on a timely basis all Tax returns
                  it is required to file under foreign, federal, state, or local
                  law and has  paid or  established  an  adequate  reserve  with
                  respect to all Taxes for the periods  covered by such returns.
                  No agreements have been made by or on behalf of Seller for any
                  waiver or for the  extension  of any  statute  of  limitations
                  governing  the time of  assessment or collection of any Taxes.
                  Seller and its officers have received no notice of any pending
                  or threatened audit by the IRS or any foreign,  state or local
                  agency  related to Seller's Tax returns or Tax  liability  for
                  any period, and no claim for assessment or collection of Taxes
                  has been  asserted  against  Seller.  To the Best of  Seller's
                  Knowledge,  no such claim is being  considered and there is no
                  basis for any such  claim.  There are no  federal,  state,  or
                  local tax liens  outstanding  against any of  Seller's  assets
                  (including,  without limitation,  the Purchased Assets) or the
                  Business.

                           3. The sale by Seller of the Purchased Assets and the
                  Buyer's  acquisition  of such  assets  will not  result in the
                  imposition  of or liability  for any sales or use taxes except
                  in connection with the transfer of any motor vehicles that are
                  part of the  Purchased  Assets which taxes will be paid for by
                  Seller.

                  q.  Litigation,  Claims.  Except as set forth on Section 11.Q,
         (i) there are no actions, suits proceedings,  hearings, investigations,
         charges,  complaints,  claims or demands of any kind pending or, to the
         Best Knowledge of Seller,  threatened  against or affecting Seller, any
         of the Purchased  Assets or any aspect of the Business;  (ii) there are
         no  injunctions,  judgments,  orders or  decrees  of any kind which are
         outstanding  against or unsatisfied by Seller or relating to any of the
         Purchased Assets or any aspect of the Business; and (iii) Seller is not
         charged,  or threatened with, or under  investigation  with respect to,
         any alleged violation of any provision of any law, constitution,  code,
         statute or ordinance,  or any regulation,  rule, injunction,  judgment,
         order, decree,  ruling, charge or other restriction of any governmental
         authority  relating to any of the Purchased Assets or any aspect of the
         Business.

                  r.  Products.  Except as set forth on Schedule 11.R: (i) there
         are no  liabilities  of  Seller  whether  based  on  strict  liability,
         negligence,  breach of  contract  or  otherwise,  with  respect  to any
         product,  produced  or sold by  Seller  to  others;  (ii)  there are no
         liabilities  of Seller with  respect to any claim for the breach of any
         express or implied  warranty or any other similar claim with respect to
         any products produced or sold by Seller to others,  other than standard
         warranty  obligations (to replace,  repair or refund) made by Seller in
         the  ordinary  course of  business  consistent  with past  practice  to
         purchasers of its products,  and which are appropriately and adequately
         reserved  for in the  Financial  Statements;  or (iii)  Seller  has not
         entered  into,  or  offered to enter  into,  any  agreement,  contract,


                                       14
<PAGE>

         commitment or other  arrangement  (whether written or oral) pursuant to
         which Seller is or will be  obligated  to make any rebates,  discounts,
         promotional  allowances or similar  payments or arrangements to or with
         any customer  ("Rebate  Obligations").  Schedule 11.R sets forth a true
         and correct listing of all warranty claims with respect to the products
         of Seller  made in  connection  with the  Business  during  the last 12
         months and a true and correct list of all  contracts  pursuant to which
         any purchaser may return any products.

                  s.       Environmental Matters.

                           i.  Seller has not  transported,  stored,  treated or
                  disposed, nor has it allowed or arranged for any third parties
                  to  transport,  store,  handle,  treat or dispose of Hazardous
                  Materials (as hereinafter defined) to or at any location other
                  than a site  lawfully  permitted  to  receive  such  Hazardous
                  Materials  for  such  purposes,   nor  has  Seller  performed,
                  arranged  for or  allowed  by any  method  or  procedure  such
                  transportation, storage, treatment or disposal in violation of
                  any Environmental  Laws (as hereinafter  defined).  Seller has
                  not stored,  handled,  treated or  disposed  of, or allowed or
                  arranged for any third  parties to transport,  store,  handle,
                  treat, dispose of, Hazardous Materials upon the Real Estate or
                  the Leasehold Premises, except as permitted by Law.

                           ii.  During  Seller's  ownership  or occupancy of the
                  Real Estate,  there has not occurred,  nor is there  presently
                  occurring,  a Release of any  Hazardous  Material on, in or at
                  the Real Estate.

                           iii.  Seller  has  not  shipped  or  transported  for
                  treatment  or  disposed,  nor has it allowed or  arranged,  by
                  contract,  agreement or  otherwise,  for any third  parties to
                  ship or  transport  from  treatment  or dispose any  Hazardous
                  Materials  to or at a site  which,  pursuant  to CERCLA or any
                  similar  state law has been placed on or has been  proposed to
                  be  placed  on the  National  Priorities  List  or  its  state
                  equivalent.  Seller has not received notice,  nor does it have
                  knowledge  of any facts  which  could give rise to any notice,
                  that  the  Seller  is a  liable  party  for any  environmental
                  remediation  or  corrective  action  under CERCLA or any other
                  Environmental  Laws. Seller has not submitted nor was required
                  to submit any notice pursuant to Section 103(c) of CERCLA with
                  respect to the Real Estate or  Purchased  Leasehold  Premises.
                  The Seller has not  received  any written or oral  request for
                  information in connection with any  environmental  remediation
                  or corrective  action.  Seller has not been required to or has
                  not  undertaken  any response or remedial  actions or clean-up
                  actions of any kind at the  request of any  federal,  state or
                  local  governmental  entity,  or at the  request  of any other
                  person or entity.

                           iv.  Seller  does  not  use,  or has  not  used,  any
                  Underground  Storage Tanks,  and there are not now nor, to the
                  best  of  Seller's   knowledge,   have  there  ever  been  any
                  Underground  Storage Tanks on the Real Estate. For purposes of
                  this Section 4.19, the term "Underground  Storage Tanks" shall


                                       15
<PAGE>

                  have the meaning  given it in the  Resource  Conservation  and
                  Recovery  Act (42  U.S.C.  Sections  6901 et seq.) or  similar
                  state statute.

                           v.  There  are  no  laws,  regulations,   ordinances,
                  licenses,   permits  or  orders   relating  to   environmental
                  remediation,   corrective  action  or  worker  safety  matters
                  requiring   any  work,   repairs,   construction   or  capital
                  expenditures  with respect to the assets or  properties of the
                  Seller.

                           vi.  Schedule 11.S  identifies (i) all  environmental
                  audits,   site  assessments  or  occupational  health  studies
                  undertaken by the Seller or its agents or known to be taken by
                  governmental  agencies;  (ii) the results of any  groundwater,
                  soil, air or asbestos  sampling or monitoring  undertaken with
                  respect to the Real Estate;  (iii) all written  communications
                  between the Seller and any  environmental  agencies;  and (iv)
                  all citations issued under the Occupational  Safety and Health
                  Act (29 U.S.C. Sections 651 et seq.) or similar state statute.

                           vii. As used  herein,  the term  "Environmental  Law"
                  shall mean any applicable  federal,  state, or local statutory
                  or common law, ordinance, rule, or regulation relating to: (i)
                  pollution or protection of the  environment;  (ii) nuisance or
                  trespass; (iii) emissions, discharges, releases, or threatened
                  releases  of  any  Hazardous  Material  into  the  environment
                  (including,  without  limitation,  ambient air, surface water,
                  groundwater,  land surface, or subsurface strata); or (iv) the
                  manufacture,   processing,   distribution,   use,   treatment,
                  storage,  disposal,  transportation,  or handling of Hazardous
                  Materials.  The term "Environmental  Laws" shall include,  but
                  shall not be limited  to: the Clean Air Act;  the Clean  Water
                  Act; the Occupational Safety and Health Act; the Comprehensive
                  Environmental  Response,  Compensation,  and  Liability Act of
                  1980;  the Resource  Conservation  and Recovery Act; the Toxic
                  Substances  Control  Act, and any  amendments  thereto and any
                  similar state or local law or ordinance.  For purposes of this
                  Agreement,  the term "Environmental  Laws" also shall mean, to
                  the extent any of the  following  have the force and effect of
                  law, any regulation,  code,  plan,  order,  decree,  judgment,
                  injunction,  notice,  or demand  letter  issued,  entered,  or
                  approved  under  any  law,  ordinance,   rule,  or  regulation
                  referred to in the preceding sentence.
                           viii. As used herein,  the term "Hazardous  Material"
                  shall mean any pollutant,  contaminant,  chemical,  toxic,  or
                  hazardous  substance or material,  or industrial waste that is
                  included  within the  definitions  of the terms "solid waste",
                  "pollutant or contaminant",  "hazardous substance," "hazardous
                  chemical," or "hazardous  waste," including  petroleum and any
                  fraction thereof,  asbestos,  mold or radionuclide,  under any
                  Environmental  Law. The term "Hazardous  Materials" shall mean
                  all or some of the foregoing.

                  t.  Compliance  with Laws.  At all times  prior to the Closing
         Date, Seller has, complied with all laws, orders,  regulations,  rules,


                                       16
<PAGE>

         decrees,  and  ordinances  affecting to any extent or in any manner any
         aspects of the Business or the Purchased Assets.

                  u. No Brokers.  Seller has not engaged, and is not responsible
         for any payment to, any finder,  broker,  or  consultant  in connection
         with the transactions contemplated by this Agreement.

                  v. Transactions  with Certain Persons.  Except as set forth on
         Schedule 11.V attached  hereto,  no shareholder,  officer,  director or
         employee of Seller, nor any member of any such person's family, nor any
         corporation,  partnership,  trust or  other  entity  in which  any such
         person has a substantial interest as a shareholder,  officer, director,
         trustee or partner (each, an  "Affiliate"),  owns any assets used in or
         relating  to the  Business  or is  presently  a party  to any  material
         transaction  with  Seller  relating  to  the  Purchased  Assets  or the
         Business  (including,  but not limited to, any  contract,  agreement or
         other arrangement (a) providing for the furnishing of material services
         or  supplies  by,  (b)  providing  for the rental of  material  real or
         personal property from, or (c) otherwise requiring material payments to
         (other  than for  services as officers  or  directors  of Seller)  such
         Affiliate.

                  w. Intellectual Property. Schedule 11.W lists all Intellectual
         Property  of the  Seller  that  Seller  directly  or  indirectly  owns,
         licenses,  uses,  requires for use, or controls in whole or in part and
         all  licenses  and  other   agreements   allowing  Seller  to  use  the
         intellectual property of third parties in connection with the Business,
         except  for  commercially  available  computer  software  such  as word
         processing,  spreadsheet and similar applications. Seller does not own,
         directly or indirectly, or use any patents, copyrights,  trademarks, or
         service marks in the Business except as listed.  Except as set forth in
         Schedule  11.W,   Seller  is  the  sole  and  exclusive  owner  of  the
         Intellectual  Property,  free and clear of all Encumbrances.  Except as
         set forth in Schedule 11.W, none of the Seller's  Intellectual Property
         infringes on any other person's  intellectual  property and no activity
         of any other  person  infringes  on any of the  Intellectual  Property.
         Seller's manufacturing and production,  process sheets, specifications,
         bills of material, trade secrets, "know-how," and like data are in such
         form and of such quality that they can,  following the Closing Date, be
         used in the process of designing,  producing,  and selling the products
         and providing the services  previously  provided by Seller so that such
         products and services meet applicable  specifications  and conform with
         all applicable quality standards that Buyer will be required to meet at
         the date of the Closing.

                  x. Insurance.  All insurance  policies  covering Seller's real
         and personal property or providing for business interruption,  personal
         and product  liability  coverage,  and other insurance are described in
         Schedule 11.X (which  specifies  the insurer,  policy  number,  type of
         insurance, and any pending claims). Such insurance is in amounts Seller
         deems  sufficient  with  respect to its assets,  properties,  business,
         operations,  products,  and services as the same are presently owned or
         conducted,  and all such  policies are in full force and effect and the
         premiums  have been  paid.  There are no  claims,  actions,  suits,  or


                                       17
<PAGE>

         proceedings arising out of or based on any of these insurance policies,
         and no basis for any such claim,  action,  suit, or proceeding  exists.
         Seller is not in default  with respect to any  provisions  contained in
         any such  insurance  policies  and has not failed to give any notice or
         present  any claim  under any such  insurance  policy in due and timely
         fashion.

                  y. Sales Representatives,  Dealers and Distributors. Except as
         set forth on Section  11.Y,  Seller is not a party to any  contract  or
         agreement  with any person or entity  under which such other  person or
         entity is a sales agent,  representative,  dealer or distributor of any
         of Seller's  products  or  services,  and which by its terms  cannot be
         terminated  at will or on not more than 30 days' prior notice and there
         has been no change in the rate of  compensation  paid or payable to any
         such  person or  entity  since  the date of the most  recent  Financial
         Statements.

                  z. Product  Warranties.  Except as disclosed on Section  11.Z,
         the Seller has not extended to its  customers  any product  warranties,
         indemnifications or guarantees.

                  aa. Computer Programs.  Seller owns all right and title to and
         interest  in,  or has  valid  licenses  for the use  of,  all  computer
         programs  used in the  Business,  and all such  computer  programs  are
         assignable to Buyer, except as set forth in Schedule 11.aa.

                  bb.   Accuracy  of   Information   Furnished   to  Buyer.   No
         representation,  statement  or  information  made or  furnished  by the
         Seller  or the  Seller  Shareholder  to the  Buyer,  including  but not
         limited to those contained in this Agreement and the various  schedules
         and exhibits  attached hereto and the other  information and statements
         referred to herein and previously furnished by the Seller or the Seller
         Shareholder  to  the  Buyer,  contains  or  shall  contain  any  untrue
         statement of a material  fact or omits or shall omit any material  fact
         necessary  to make  the  information  contained  therein  not  false or
         misleading.

         12. Buyer Parties' Representations and Warranties. Buyer represents and
warrants to Seller that:

                  a.  Organization  and Standing.  Buyer is a  corporation  duly
         organized and validly existing under the laws of the State of Virginia,
         and Buyer has all the  requisite  power and  authority  (corporate  and
         otherwise) to own its  properties  and to conduct its business as it is
         now being conducted.

                  b.  Authorization.  Buyer has taken  all  necessary  corporate
         action, as the case may be (i) to duly approve the execution, delivery,
         and performance of this Agreement and the Related Agreement and (ii) to
         consummate  any  related  transactions.  Buyer  has duly  executed  and
         delivered this Agreement.  This Agreement is, and the Related Agreement
         when  executed  and  delivered  by the parties to them will be,  legal,
         valid, and binding  obligations of Buyer,  enforceable against Buyer in
         accordance with their respective terms,  except as such enforcement may


                                       18
<PAGE>

         be limited  by  bankruptcy,  insolvency,  moratorium,  or similar  laws
         relating  to the  enforcement  of  creditor's  rights  and  by  general
         principles  of equity  (regardless  of whether such  enforceability  is
         considered in a proceeding at law or in equity).

                  c.  Existing  Agreements  and  Governmental   Approvals.   The
         execution,  delivery, and performance of this Agreement and the Related
         Agreement and the  consummation  of the  transactions  contemplated  by
         them:

                           i. Do not and will not violate any  provisions of the
                  law applicable to Buyer;

                           ii. Do not and will not conflict with,  result in the
                  breach or  termination  of any  provision  of, or constitute a
                  default under (in each case whether with or without the giving
                  of notice or the lapse of time, or both)  Buyer's  Articles of
                  Incorporation,  Bylaws or any indenture, mortgage, lease, deed
                  of trust, or other instrument,  contract,  or agreement or any
                  order,  judgment,  arbitration award, or decree to which Buyer
                  is a party or by which it or any of its assets and  properties
                  are bound; and

                           iii. No approval, authority, or consent of, or filing
                  by Buyer with,  or  notification  to, any federal,  state,  or
                  local court,  authority, or governmental or regulatory body or
                  agency or any other corporation,  partnership,  individual, or
                  other entity is necessary

                           iv. to authorize  Buyer's  execution  and delivery of
                  this Agreement and Related Agreement; or

                           v.  to   authorize   Buyer's   consummation   of  the
                  transactions  contemplated  by this  Agreement and the Related
                  Agreement.

         13.  Employees.  Buyer  shall  have  no  obligation  to  hire  Seller's
employees if any, in the Business.

         14. Indemnification.  Seller. Seller shall defend,  indemnify, and hold
harmless  Buyer  and its  directors,  officers,  shareholders,  successors,  and
assigns  from and against any and all costs,  losses,  claims,  suits,  actions,
assessments,   diminution  in  value,  liabilities,  fines,  penalties,  damages
(compensatory,  consequential,  and other), and expenses  (including  reasonable
legal fees) in connection with or resulting from:

                           i. Except as otherwise  expressly assumed by Buyer in
                  the  Agreement,  all debts,  liabilities,  and  obligations of
                  Seller, whether accrued, absolute, contingent, known, unknown,
                  or otherwise, but excluding any Assumed Liabilities;

                           ii. Any inaccuracy in any representation or breach of
                  any  warranty of Seller  contained  in this  Agreement  or the
                  Related Agreement;


                                       19
<PAGE>

                           iii.  Any  failure by Seller to perform or observe in
                  full, or to have  performed or observed in full, any covenant,
                  agreement,  or  condition  to be  performed or observed by the
                  Seller  under  this   Agreement  or  the  Related   Agreement.
                  Notwithstanding the foregoing, there shall be no limitation on
                  the  indemnification by Seller for claims based on a breach of
                  Seller's   warranties  and  representations  set  forth  under
                  Sections    11.a    (Organization    and    Standing),    11.b
                  (Authorization),   11.n  (Title  to  Purchased  Assets),  11.p
                  (Taxes), or 11.s (Environmental Matters).

Provided,  however,  such  indemnification  shall be limited to the total of the
Purchase Price plus all monies paid by Buyer under the Related Agreement.

                  b. Buyer.  Buyer shall  defend,  indemnify,  and hold harmless
         Seller  and its  directors,  officers,  shareholders,  successors,  and
         assigns  from and against  any and all costs,  losses,  claims,  suits,
         actions,   assessments,   diminution  in  value,  liabilities,   fines,
         penalties,  damages  (compensatory,   consequential,  and  other),  and
         expenses  (including  reasonable  legal  fees)  in  connection  with or
         resulting from:

                           i. All debts, liabilities,  and obligations of Buyer,
                  whether accrued,  absolute,  contingent,  known,  unknown,  or
                  otherwise;

                           ii. Any inaccuracy in any representation or breach of
                  any  warranty  of Buyer  contained  in this  Agreement  or the
                  Related Agreement;

                           iii.  Any  failure  by Buyer to perform or observe in
                  full, or to have  performed or observed in full, any covenant,
                  agreement,  or  condition  to be  performed or observed by the
                  Buyer under this Agreement or any Related Agreement.

                  c. Notice of Claim.  Each person  entitled to  indemnification
         under this Section 15 (the  "Indemnified  Party")  shall give notice to
         the  party  required  to  provide  indemnification  (the  "Indemnifying
         Party") promptly after such  Indemnified  Party has actual knowledge of
         any claim as to which  indemnity may be available or sought,  and shall
         permit the Indemnifying Party to participate in the defense of any such
         claim or any  resulting  litigation,  and the  Indemnifying  Party  may
         participate in such defense at such party's expense. The failure of any
         Indemnified  Party to give the notice  required by this Agreement shall
         not  relieve  the  Indemnifying  Party of its  obligations  unless such
         failure results in actual detriment to the  Indemnifying  Party. In the
         event that a claim or litigation is partially,  but not wholly  covered
         by an indemnity  set forth in this Section 15 the  Indemnified  and the
         Indemnifying  Parties shall share in the resulting losses in proportion
         to  their  respective  liabilities.  Except  with the  consent  of each
         Indemnified Party, which consent shall not be unreasonably withheld, no
         Indemnifying  Party shall consent to the entry of any judgment or enter
         into  any  settlement   which  does  not  include  a  release  of  such
         Indemnified  Party  from all  liability  in  respect  to such  claim or
         litigation to the extent it is covered by the indemnity in this Section
         15.


                                       20
<PAGE>

                  d. Limit of Liability.  Neither party shall have any liability
         (for  indemnification or otherwise) under this Section 15 except to the
         extent that the total of all Damages  exceeds One Hundred  Thousand and
         No/100 Dollars ($100,000.00).

         15.  Expenses.  Each of the parties  shall pay all of the costs that it
incurs incident to the  preparation,  execution,  and delivery of this Agreement
and the performance of any related obligations,  whether or not the transactions
contemplated by this Agreement shall be consummated,  except that all such costs
and all  liabilities  of Seller other than the Assumed  Liabilities,  including,
without  limitation,  Tax liabilities,  shall be paid out of the proceeds of the
Purchase  Price (which shall in no case  increase the Purchase  Price) and shall
not be charged to the Business as an expense.

         16. Risk of Loss. The risk of loss of or damage to the Purchased Assets
from fire or other  casualty  or cause shall be on Seller at all times up to the
Closing,  and it shall be the responsibility of Seller to repair, or cause to be
repaired, and to restore the property to the condition it was before the loss or
damage.

         17. Seller's Name.  Seller agrees that from and after the Closing Date,
Buyer  shall have all of the right's of Seller to use in or in  connection  with
the conduct of any  business  (whether  carried on by it directly or through any
related  corporation) the name  "Independence  Water Group" or "Grayson Mountain
Water  Company"  ("Name");  any part or portion of the Name,  either alone or in
combination  with one or more other words;  or any  variation of the Name. It is
contemplated  that on or as soon as practicable  after the Closing Date,  Seller
will change its name to some name which is  different  from  Independence  Water
Group,  LLC and will not be confused  with that Name.  After the  Closing  Date,
Seller agrees that it will not use either directly or indirectly the Name or any
name that may be confused with the Name.

         18. Termination.

                  a. This  Agreement  may be  terminated  at any time before the
         Closing Date as follows:

                           i.  By  Buyer  and   Seller   Parties  in  a  written
                  instrument;

                           ii. By either Buyer or Seller if the Closing does not
                  occur on the Closing Date;

                           iii.  By Buyer or Seller if there has been a material
                  breach of any of the  representations  or warranties set forth
                  in this Agreement on the part of the other, and this breach by
                  its nature cannot be cured before the Closing; or

                           iv.  By Buyer or Seller if there has been a breach of
                  any of the covenants or agreements set forth in this Agreement
                  on the part of the other,  and this breach is not cured within


                                       21
<PAGE>

                  ten (10) business  days after the  breaching  party or parties
                  receives written notice of the breach from the other party.

                  b. If  terminated  as provided  in Section 19, this  Agreement
         shall  forthwith  become void and have no effect,  except for  Sections
         19.C and except that no party  shall be  relieved or released  from any
         liabilities  or  damages  arising  out of  the  party's  breach  of any
         provision of this Agreement.

                  c. Buyer warrants and agrees, on the one hand, and the Seller,
         on the other  hand,  warrants  and  agrees  that if this  Agreement  is
         terminated  pursuant to Section 19, each party will not, during the six
         (6) month period  following  the  termination,  directly or  indirectly
         solicit  any  employee  of the other  party to leave the other  party's
         employment.

         19. Miscellaneous Provisions.

                  a.   Representations  and  Warranties.   All  representations,
         warranties,  and  agreements  made  by the  parties  pursuant  to  this
         Agreement   shall  survive  the   consummation   of  the   transactions
         contemplated  by this  Agreement  for two (2) years  after the  Closing
         Date. Notwithstanding the foregoing, the representations and warranties
         made by Seller under Section 11.a (Organization and Standing),  Section
         11.b (Authorization) and Section 11.n (Title to Purchased Assets) shall
         survive  forever.  Also, the  representations  and  warranties  made by
         Seller  under  Section  11.p  (Taxes)  shall  survive  for  any and all
         applicable  statute of limitation periods and the  representations  and
         warranties made by Buyer under Section 12.a (Organization and Standing)
         and  Section  12.b  (Authorization)   shall  survive  forever  and  the
         representations  and  warranties  made by  Seller  under  Section  11.s
         (Environmental Matters) shall survive for the shorter of any applicable
         statute  of  limitations  periods or five (5) years  after the  Closing
         Date.

                  b. Notices.  All notices,  demands,  and requests  required or
         permitted to be given under the provisions of this  Agreement  shall be
         in writing and shall be deemed given (i) when  personally  delivered or
         sent by facsimile  transmission  to the party to be given the notice or
         other  communication or (ii) on the business day following the day such
         notice  or other  communication  is sent by  overnight  courier  to the
         following:

                  if to Seller:    Milo Valenti
                                   Manager and Member
                                   Independence Water Group, LLC
                                   5010 Townsend Road.
                                   Richfield, Ohio  44286
                                   Phone: _____________________

                                   Facsimile: _________________


                                       22
<PAGE>

                  with a Copy to:  ____________________________

                                   ____________________________

                                   ____________________________

                                   Phone: _____________________

                                   Facsimile: _________________

                  if to Buyer:     Duane N. Martin
                                   Universal Food & Beverage Company of Virginia
                                   3830 Commerce Drive
                                   St. Charles, IL 60174
                                   Phone: 630-584-8670
                                   Facsimile: 630-584-8674

                  with a copy to:  Carl A. Neumann
                                   Holland & Knight LLC
                                   One MidAmerica Plaza
                                   Suite 1000
                                   Oakbrook Terrace, IL  60181
                                   (630) 954-2104 Phone Number
                                   (630) 954-2112 Fax Number

         or to such other  address or  facsimile  number  that the  parties  may
designate in writing.

                  c.  Assignment.  Neither  Seller nor Buyer  shall  assign this
         Agreement,  or any interest in it, without the prior written consent of
         the other.

                  d.  Parties in  Interest.  This  Agreement  shall inure to the
         benefit of, and be binding on, the named  parties and their  respective
         successors and permitted assigns, but not any other person.

                  e. Choice of Law. This Agreement shall be governed, construed,
         and  enforced  in  accordance  with  the  laws of the  Commonwealth  of
         Virginia.

                  f. Counterparts. This Agreement may be signed in any number of
         counterparts  with  the  same  effect  as  if  the  signature  on  each
         counterpart were on the same instrument.

                  g. Entire Agreement. This Agreement, the Related Agreement and
         all related documents,  schedules,  exhibits, or certificates represent
         the entire understanding and agreement between the parties with respect
         to  the  subject   matter  and  supersede   all  prior   agreements  or
         negotiations  between  the  parties.  This  Agreement  may be  amended,
         supplemented,  or changed  only by an  agreement  in writing that makes
         specific  reference to this  Agreement  and that is signed by the party
         against  whom  enforcement  of  any  such  amendment,   supplement,  or
         modification is sought.


                                       23
<PAGE>

                  h. Arbitration.

                           i. Any dispute,  controversy, or claim arising out of
                  or  relating  to this  Agreement  or  relating  to the breach,
                  termination, or invalidity of this Agreement,  whether arising
                  in contract,  tort, or otherwise,  shall at the request of any
                  party be  resolved  in binding  arbitration.  Any  arbitration
                  shall  proceed  in  accordance  with  the  current  Commercial
                  Arbitration  Rules (the  "Arbitration  Rules") of the American
                  Arbitration   Association  ("AAA")  to  the  extent  that  the
                  Arbitration  Rules do not conflict  with any provision of this
                  Section.

                           ii. No  provision  of or the  exercise  of any rights
                  under this Section  shall limit the right of any party to seek
                  and  obtain   provisional  or  ancillary   remedies  (such  as
                  injunctive  relief,   attachment,  or  the  appointment  of  a
                  receiver) from any court having jurisdiction  before,  during,
                  or after the pendency of an arbitration  proceeding under this
                  Section. The institution and maintenance of any such action or
                  proceeding  shall not  constitute a waiver of the right of any
                  party  (including  the party taking the action or  instituting
                  the proceeding) to submit a dispute,  controversy, or claim to
                  arbitration under this Section.

                           iii. Any award,  order,  or judgment made pursuant to
                  arbitration  shall be deemed  final and may be  entered in any
                  court having  jurisdiction  over the enforcement of the award,
                  order, or judgment.

                           iv.  The   arbitration   shall  be  held  before  one
                  arbitrator  knowledgeable in the general subject matter of the
                  dispute,   controversy,  or  claim  and  selected  by  AAA  in
                  accordance with the Arbitration Rules.

                           v. The arbitration shall be held at the office of AAA
                  as chosen by the party requesting  arbitration,  or at another
                  place the parties agree on.

                           vi. In any arbitration proceeding under this Section,
                  subject to the award of the  arbitrator(s),  each party  shall
                  pay all its own  expenses  and an equal  share of the fees and
                  expenses  of the  arbitrator.  The  arbitrator  shall have the
                  power  to  award   recovery  of  costs  and  fees   (including
                  reasonable  attorney  fees,  administrative  and AAA fees, and
                  arbitrator's   fees)  among  the  parties  as  the  arbitrator
                  determine to be equitable under the circumstances.

         20. Non-Competition and Confidentiality by Seller and Shareholder.

                  a. Non-Competition.  From and after the Closing Date until the
         fifth (5th) anniversary thereof, Seller shall not organize,  invest in,
         own,  manage,  operate,  control or participate in, or be associated in
         any  manner  whatsoever,  directly  or  indirectly,  with or  have  any
         financial  interest  in, or aid or assist  anyone in the conduct of, or
         otherwise  engage  in,  whether  for  compensation  or  otherwise,  any
         business (whether it be a sole proprietorship,  joint venture, business
         trust,  partnership,  corporation  or other  entity)  located  anywhere


                                       24
<PAGE>

         within the United States (the "Territory"), that directly or indirectly
         competes with the Business  being  acquired by Buyer  pursuant  hereto;
         provided,  however,  that the foregoing shall not be deemed to prohibit
         Seller  or  Seller  Shareholder  from  owning  shares  of  stock in any
         publicly-owned  corporation  so  long as such  ownership,  directly  or
         indirectly,  does not exceed five percent (5%) of the total outstanding
         stock of such  publicly-owned  corporation,  measured by  reference  to
         either market value or voting power.

                  b. Blue-Penciling. If any provision or part of this Section 21
         is held to be  unenforceable  because of the duration of such provision
         or the area covered  thereby,  the parties  hereto agree to modify such
         provision,  or that the court making such determination  shall have the
         power to modify such provision,  to reduce the duration or area of such
         provision,  or both, or to delete  specific  words or phrases  herefrom
         ("blue-penciling"),  and, in its reduced or  blue-penciled  form,  such
         provision shall then be enforceable and shall be enforced.

                  c.  Confidentiality.  Seller hereby covenants and agrees that,
         at all times from and after the Closing  Date, it shall keep secret and
         maintain in strictest  confidence,  and shall not use for their benefit
         or for the  benefit  of  others,  and  shall  not cause or allow any of
         Seller's  agents,  officers,  directors  or employees to so disclose or
         use, any Confidential  Information (as hereinafter defined) relating to
         Seller or the Business or otherwise pertaining to this Agreement or the
         transactions   contemplated   hereby.   As  used  in  this   Agreement,
         "Confidential  Information"  shall  mean  any and all  information,  in
         whatever  form,  relating  to Seller,  the  Business  or the  Purchased
         Assets, including, without limitation, any Intellectual Property, which
         information is sufficiently  secret to derive economic value, actual or
         potential,  from not being  generally  known to other  persons  who can
         obtain  economic value from its disclosure or use and is the subject of
         efforts that are  reasonable  under the  circumstances  to maintain its
         secrecy or confidentiality.

                  d. Equitable Remedies. Seller recognizes and agrees that Buyer
         conducts its business  throughout  the  Territory and  elsewhere,  and,
         therefore,  the  geographical  scope of the  non-competition  covenants
         contained in the above Section is reasonable.  It is further recognized
         and agreed that Buyer would not have  entered into or  consummated  the
         transaction  contemplated  by  this  Agreement  without  the  covenants
         contained in this Section,  and that irreparable  injury will result to
         Buyer and its businesses and properties in the event of a breach of any
         covenant  contained  herein by Seller or Shareholder,  that such injury
         would be difficult if not impossible to ascertain and, therefore,  that
         any remedy at law for any such breach will be inadequate.  As a result,
         Buyer shall be entitled to temporary  and permanent  injunctive  relief
         without the  necessity of proving  actual  damage to Buyer by reason of
         any such breach. In the event that an enforcement  action is brought by
         Buyer pursuant  hereto,  Buyer shall be entitled to recover from Seller
         and  Seller  Shareholder  the  reasonable  costs  and  attorneys'  fees
         incurred in  connection  therewith.  Nothing  contained in this Section
         shall  prevent Buyer from electing to seek any monetary or other relief
         in addition to or in lieu of any equitable  relief for breach of any of


                                       25
<PAGE>

         the covenants contained herein. Whenever used in this Section, the term
         "Buyer" shall be deemed to include any successor or any other person or
         entity that may  hereafter  acquire all or any portion of the aforesaid
         Business  being acquired by Buyer  hereunder  during the period of this
         covenant not to compete.

                  e. Schedules and Exhibits.  This Agreement  shall be valid and
         enforceable upon execution,  whether or not all or any of the Schedules
         and Exhibits referred to herein are completed and attached hereto. Once
         completed,  the  Schedules  and Exhibits  shall be attached  hereto and
         shall become a part hereof.

                            [signatures on next page]



                                       26
<PAGE>

         The parties have executed  this  Agreement on the date set forth on the
first page of this Agreement.

                                   SELLER:

                                   Independence Water Group, LLC


                                   By: /s/ Milo F. Valenti
                                       -------------------------
                                   Name: Milo F. Valenti
                                   Its: Manager


                                   /s/ Milo F. Valenti
                                   -----------------------------
                                   Member


                                   /s/ George T. Simon
                                   -----------------------------
                                   Member


                                   /s/ Sterling Trust Co.
                                   FBO Kenneth W. Bain IRA
                                   by: Kenneth W. Bain
                                       -------------------------
                                   Member


                                   /s/ Sterling Trust Co.
                                   FBO Dolton L. Lott IRA
                                   by: Dolton L. Lott
                                       -------------------------
                                   Member


                                   BUYER:

                                   Universal Food & Beverage Company of Virginia


                                   By: /s/ Duane N. Martin
                                       -------------------------
                                   Name: Duane N. Martin
                                   Its:  Chairman of the Board & CEO


                                       27