Exhibit 10.16

                            STOCK PURCHASE AGREEMENT

      STOCK PURCHASE AGREEMENT ("Agreement") dated the 3rd day of May, 2000, by
and between MIKRON INSTRUMENT COMPANY, INC., a corporation organized under the
laws of the State of New Jersey (the "Purchaser"), and THE EARNEST M. EMERY AND
CAROLINE EMERY FAMILY TRUST U/D/O 4/8/94 (the "Stockholder"), being the sole
stockholder of E SQUARE TECHNOLOGY CORPORATION, a corporation organized under
the laws of the State of California (the "Company").

                                   WITNESSETH:

      WHEREAS, Stockholder owns 1,000 shares of the issued and outstanding
common stock of the Company, no par value per share, which represents 100% of
the issued and outstanding capital stock of the Company (the "Stock"); and

      WHEREAS, Stockholder desires to sell the Stock to Purchaser and Purchaser
desires to acquire the Stock from Stockholder, subject to the terms and
conditions set forth herein.

      NOW, THEREFORE, in consideration of the mutual promises, terms and
conditions set forth herein, Purchaser and Stockholder hereby agree as follows:

                                    ARTICLE I

                           SALE AND PURCHASE OF STOCK

      Section 1.1 Sale and Purchase of Stock. Subject to the terms and
conditions set forth in this Agreement, the Stockholder agrees to sell, assign,
transfer, convey and deliver to Purchaser on the Closing Date (as defined in
Section 1.3), and Purchaser agrees to purchase, the Stock from the Stockholder
on the Closing Date. The certificates representing the Stock shall be duly
endorsed in blank, or accompanied by stock powers duly executed in blank by the
Stockholder.

      Section 1.2 Purchase Price. (a) In full consideration for the purchase by
the Purchaser of the Stock, Purchaser shall pay to the Stockholder on the
Closing Date $1,022,000, subject to adjustment and the escrow deposit as
hereinafter provided.

      (b) Adjustment to the Purchase Price. Notwithstanding anything in Section
1.2(a) to the contrary, the aforesaid purchase price of $1,022,000 is subject to
the following adjustments at the Closing:

            (i) Stockholder will deliver to Purchaser at the Closing appropriate
documentation necessary to accurately reflect the aggregate amounts of all
accounts receivable and accounts payable of the Company as of the Closing Date.
If the aggregate amount of the accounts receivable exceeds the aggregate amount
of the accounts payable by more than $176,000, then the purchase price to be
paid by Purchaser shall be increased on a dollar for dollar basis by the amount
of any such excess over $176,000. Conversely, if the aggregate
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amount of the accounts receivable exceeds the aggregate amount of the accounts
payable by less than $156,000, then the purchase price to be paid by Purchaser
shall be reduced on a dollar for dollar basis by the amount any such difference
is less than $156,000. If the aggregate amount of the accounts payable exceeds
the aggregate amount of the accounts receivable, then the purchase price to be
paid by Purchaser shall be reduced on a dollar for dollar basis by the amount of
any such difference plus $156,000.

            (ii) If Stockholder prior to the Closing has not personally
discharged the Company's credit card liability in the aggregate amount of
$37,082 as the same appears on the December 31, 1999 Balance Sheet of the
Company, the purchase price shall be reduced by the actual outstanding amount
which has not been discharged on or prior to the Closing.

            (iii) If Stockholder prior to the Closing has not personally
discharged the Company's liability with respect to the Wells Fargo Business Line
of Credit in the aggregate amount of $47,138 as the same appears on the December
31, 1999 Balance Sheet of the Company, the purchase price shall be reduced by
the actual outstanding amount which has not been discharged on or prior to the
Closing.

      (c) Escrow Agreement. At the Closing, Purchaser, Stockholder and Hall
Dickler Kent Friedman & Wood LLP ("Escrow Agent") will enter into an Escrow
Agreement ("Escrow Agreement") in the form attached hereto as Exhibit A, whereby
$100,000 of the aforesaid purchase price will be delivered to the Escrow Agent
to be held by it in accordance with the terms of the Escrow Agreement.

      (d) Section 338(h)(10) Election. At the Purchaser's option, the Company
and Stockholder will join with Purchaser in making an election under Section
338(h)(10) of the Internal Revenue Code of 1986, as amended ("Code") (and any
corresponding election under state, local, and foreign tax law) with respect to
the purchase and sale of the Stock hereunder (a "Section 338(h)(10) Election").
Stockholder will include any income, gain, loss, deduction, or other tax item
resulting from the Section 338(h)(10) Election on his tax returns to the extent
required by applicable law. Stockholder shall also pay any tax imposed on the
Company attributable to the making of the Section 338(h)(10) Election,
including, but not limited to, (i) any tax imposed under Code Section 1374 and
(ii) any tax imposed on the Company's gain, and Stockholder shall indemnify
Purchaser and the Company against any adverse consequences arising out of any
failure to pay any such taxes.

      (e) Allocation of Purchase Price. Purchaser and Stockholder agree that the
purchase price and the liabilities of the Company (plus other relevant items)
will be allocated to the assets of the Company for all purposes (including tax
and financial accounting) pursuant to an Allocation Schedule to be agreed upon
by the parties. Purchaser, the Company and Stockholder will file all tax returns
(including amended returns and claims for refund) and information reports in a
manner consistent with such allocation.

      Section 1.3 Closing. The closing of the purchase and sale referred to in
Section 1.1 (the "Closing") shall take place at 10:00 a.m. at the offices of
Hall Dickler Kent Friedman & Wood LLP, 909 Third Avenue, New York, New York at
such time and date as the parties hereto


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shall by written instrument designate (but in no event later than May 3, 2000).
The Closing shall be deemed to have occurred on, and to be effective from, May
1, 2000 (the "Closing Date").

      Section 1.4 Stockholder's Deliveries at Closing. At the Closing,
Stockholder shall deliver to Purchaser the following:

      (a)   the Stock with the accompanying signatures and documents set forth
            in Section 1.1;

      (b)   an executed counterpart of the Consulting Agreement to be entered
            into between Purchaser and Earnest Emery attached hereto as Exhibit
            B ("Consulting Agreement");

      (c)   a resignation of each member of the Board of Directors of the
            Company and each officer of the Company;

      (d)   executed counterparts of the employment agreement to be entered into
            between Purchaser and William Lambert in the form annexed hereto as
            Exhibit C ("Employment Agreement");

      (e)   all original documents (or copies thereof) and other data, if any,
            which are in the possession of Stockholder and which are a part of
            the corporate or business records of the Company;

      (f)   the Closing Certificate referenced in Section 7.11;

      (g)   the legal opinion of Stockholder's counsel required by Section 7.6;

      (h)   all documents referenced in Section 7.9;

      (i)   an executed counterpart of the Escrow Agreement;

      (j)   a Certificate of Stockholder as to (i) the accuracy of the
            documentation delivered to Purchaser pursuant to Section 1.2(b)(i),
            (ii) the status at the Closing of the Company's credit card
            liability as set forth in Section 1.2(b)(ii) and (iii) the status at
            the Closing of the Company's Wells Fargo Business Line of Credit as
            set forth in Section 1.2(b)(iii); and

      (k)   such other documents as Purchaser's counsel shall reasonably
            request.

      Section 1.5 Purchaser's Deliveries at Closing. At the Closing, Purchaser
shall deliver to Stockholder the following:

      (a) the purchase price referred to in Section 1.2(a), subject to the
adjustments and the escrow deposit set forth in Section 1.2(b) and Section
1.2(c);


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<PAGE>

      (b)   an executed counterpart of the Consulting Agreement;

      (c)   executed counterparts of the Employment Agreement;

      (d)   the legal opinion of Purchaser's counsel required by Section 6.5;

      (e)   the Closing Certificate referenced in Section 6.9;

      (f)   an executed counterpart of the Escrow Agreement; and

      (g)   such other documents as Stockholder's counsel shall reasonably
            request.

      Section 1.6 Bank Accounts. At the Closing, the signature cards of the
Company's bank accounts shall be changed to the satisfaction of Purchaser's
Chief Financial Officer.

      Section 1.7 Further Assurance. Each party covenants and agrees with the
other that it will, whenever and as often as reasonably requested by the other
party, do, execute, acknowledge and deliver any and all such other and further
acts, assignments, transfers, and any instruments of further assurance,
approvals, and consents as may be necessary or proper in order to complete and
perfect the transactions contemplated hereby.

                                   ARTICLE II

                REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

      Section 2.1 Representations and Warranties of the Stockholder. The
Stockholder represents and warrants to the Purchaser as follows:

      Section 2.2 Ownership of Stock. The Stockholder is the lawful owner of the
number of shares of Stock listed in the preamble to this Agreement, which shares
constitute 100% of the issued and outstanding capital stock in the Company.
Stockholder has been the owner of the Stock since the incorporation of the
Company and the initial issuance of the Company's shares. The Stock is free and
clear of all liens, encumbrances, restrictions and claims of every kind. The
delivery to Purchaser of the Stock pursuant to the provisions of this Agreement
will transfer to Purchaser good and marketable title thereto, free and clear of
all liens, encumbrances, restrictions (including voting trust agreements) and
claims of every kind.

      Section 2.3 Existence and Good Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California. The Company has the full power and authority to own its property and
to carry on its business as it is now being conducted. The Company is not
qualified to do business as a foreign corporation in any other jurisdiction, and
neither the character, nature nor location of the properties owned, leased or
operated, or the business conducted, by the Company makes such corporate
qualification necessary under the foreign corporation qualification statutes of
any other jurisdiction. True and correct copies of the Company's corporate
charter and by-laws, certified as such by the Company's President and Secretary,
have been delivered to Purchaser, and the


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<PAGE>

Company's board of directors and Stockholder have taken no action to repeal,
alter, expand or amend such charter and by-laws and the same remain in full
force and effect.

      Section 2.4 Authority. The Stockholder has full legal right, power and
authority to make, execute, deliver and perform this Agreement; to sell, assign,
transfer and convey the shares of Stock owned by the Stockholder pursuant to
this Agreement; and to consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by the Stockholder
and, assuming due execution and delivery by the Purchaser, constitutes a legal,
valid and binding agreement of the Stockholder enforceable against the
Stockholder in accordance with its terms, except to the extent that its
enforceability may be subject to applicable bankruptcy, reorganization,
insolvency, moratorium and similar laws affecting the enforcement of creditors'
rights generally and by general principles of equity.

      Section 2.5 Capitalization. The Company has an authorized capitalization
consisting of 1,000,000 shares of common stock, no par value per share, of which
1,000 shares are issued and outstanding and no shares are held in the Company's
treasury. All such outstanding shares have been duly authorized and validly
issued and are fully paid and non-assessable. There are no outstanding options,
warrants, rights, calls, commitments, conversion rights, rights of exchange,
plans or other agreements of any character providing for the purchase, issuance
or sale of any shares of the capital stock of the Company, other than as
disclosed within this Agreement. The Company has not issued any class of stock,
including any preferred stock, other than the Stock.

      Section 2.6 No Corporate Subsidiaries or Investment. The Company does not
own, directly or indirectly, any capital stock or other equity or ownership or
proprietary interest in any corporation, limited liability company, partnership,
association, trust, joint venture or any other entity. Stockholder does not own,
directly or indirectly, any capital stock or other equity or ownership or
proprietary interest in any corporation, partnership, limited liability company,
association, trust, joint venture or other entity that competes with the Company
or is otherwise involved in the business of manufacturing and selling
non-contact infrared temperature measurement devices.

      Section 2.7 Consents and Approvals; No Violation. (a) Neither the
execution, delivery and performance of this Agreement and the documents and
instruments contemplated hereby by the Stockholder nor the consummation by the
Stockholder of the transactions contemplated herein (i) conflict with or will
result in a breach of any provision of the Certificate of Incorporation or
By-Laws (or other similar governing documents) of the Company; (ii) require any
consent, approval, authorization, license, clearance, order or permit of, or
filing or registration with or notification or declaration to, any person or any
Government Entity (as defined below); (iii) constitute a violation of, or
conflict with, or result in a breach of, or constitute a default under any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
license, contract, agreement, lease or other instrument or obligation of any
kind to which the Company is a party or by which it may be bound; (iv) create
(or cause the acceleration of the maturity of) any debt, obligation or liability
pursuant to, or result in the creation or imposition of any security interest,
lien, charge or other encumbrance upon any property of the Company under any
agreement or commitment to which the Company is a party or by which the Company
is bound or to which the Company is subject; or (v) violate any order, writ,
injunction,


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<PAGE>

judgment, decree, law, statute, rule, regulation or governmental permit or
license applicable to the Company or by which the Company is bound or to which
the Company is subject. For purposes of this Agreement, "Government Entity"
shall mean any court, federal, state or local government or governmental
authority, department, commission, board, bureau, agency or instrumentality,
whether domestic or foreign, or any stock exchange.

      (b) Neither the Company nor the Stockholder is subject to, or a party to,
any charter, by-law, mortgage, lien, lease, license, permit, agreement,
contract, instrument, law, rule, ordinance, regulation, order, judgment or
decree, or any other restriction of any kind or character, which (a) materially
and adversely affects, or which might reasonably be expected to materially and
adversely affect, the business, assets, liabilities, condition (financial or
otherwise) or results of operations of the Company, or (b) would prevent
consummation of the transactions contemplated by this Agreement, compliance by
the Stockholder with the terms, conditions and provisions hereof or the
continued operation of the Company's business after the date hereof or the
Closing Date on substantially the same basis as heretofore operated, or (c)
would restrict the ability of the Company to acquire any property or conduct
business in any area.

      Section 2.8 Financial Statement. The Stockholder has delivered to
Purchaser the unaudited balance sheet of the Company as of December 31, 1999
("Balance Sheet"), together with the related unaudited statement of operations
for the fiscal years ended December 31, 1999 (collectively referred to as the
"Financial Statements"). Said Financial Statements present fairly and accurately
the financial condition of the Company as of such dates and the results of its
operations for the periods covered thereby, all in conformity with generally
accepted accounting principles applied on a consistent basis.

      Section 2.9 Undisclosed Liabilities. Except as set forth on the Balance
Sheet and as otherwise set forth on Schedule 2.9, the Company has no outstanding
claims, liabilities, indebtedness or obligations, fixed or contingent, secured
or unsecured, other than those which were incurred subsequent to the date of the
Balance Sheet in the ordinary course of business and consistent with past
practice not involving borrowings by the Company. There are no dividends
declared but unpaid as of the Closing Date.

      Section 2.10 Absence of Certain Changes or Events. (a) Since the date of
the Balance Sheet, the business of the Company has been operated only in the
ordinary course of business consistent with past practice and there has not been
(i) to the Stockholder's knowledge, information or belief, any legislative or
regulatory change which adversely effects the business of the Company, (ii)
revocation of any license or rights to do business, fire, explosion, accident,
casualty, labor trouble or condemnation which negatively impacts the Company or
(iii) any material change in the business, assets, liabilities, condition
(financial or otherwise) or results of operations of the Company; and, to the
best knowledge, information and belief of the Stockholder, no fact or condition
exists or is contemplated or threatened which might cause such a change in the
future.

      (b) Since the date of the Balance Sheet, except as expressly contemplated
by this Agreement or as set forth on Schedule 2.10.2, the Company has not (i)
incurred any liability or obligation of any nature (whether accrued, absolute,
contingent or otherwise), except in the


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<PAGE>

ordinary course of business, (ii) permitted any of its assets to be subjected to
any mortgage, pledge, lien, security interest, encumbrance, restriction or
charge of any kind (other than Permitted Liens (as defined in Section 2.11)),
(iii) sold, transferred or otherwise disposed of any assets except in the
ordinary course of business, (iv) made any capital expenditure or commitment
therefor, except in the ordinary course of business, (v) declared or paid any
dividend or made any distribution on any shares of its capital stock, (vi)
redeemed, purchased or otherwise acquired any shares of its capital stock, (vii)
granted or issued any option, warrant or other right to purchase, acquire or
vote any shares of its capital stock, (viii) made any bonus or profit sharing
distribution or payment of any kind, (ix) increased its indebtedness for
borrowed money, except current borrowing from banks in the ordinary course of
business, or made any loan to any person, (x) written off as uncollectible any
notes or accounts receivable, except write-offs in the ordinary course of
business charged to applicable reserves, none of which individually or in the
aggregate is material to the Company, (xi) granted any increase in the rate of
wages, salaries, bonuses or other remuneration of any executive employee or
other employees, (xii) canceled or waived any claims or rights of substantial
value, (xiii) made any change in any method of accounting or auditing practice,
(xiv) otherwise conducted its business or entered into any transaction, except
in the usual and ordinary manner and in the ordinary course of business, or (xv)
agreed, whether or not in writing, to do any of the foregoing.

      Section 2.11 Title to Properties; Liens. Except for any liens or other
matters disclosed on Schedule 2.11 attached hereto, the Company has good,
marketable and valid title to (i) all of its properties and assets (real and
personal, tangible and intangible), including, without limitation, all of the
properties and assets reflected in the Balance Sheet (except for properties and
assets sold or otherwise disposed of in the ordinary course of business
subsequent to the date of the Balance Sheet), and (ii) all of the properties and
assets purchased by the Company since the date of the Balance Sheet; in each
case free and clear of all mortgages, security interests, liens, claims,
charges, pledges, restrictions, defects or other encumbrances of any nature
whatsoever (collectively, "Liens"), except for (a) Liens reflected in the
Balance Sheet or on Schedule 2.11; (b) Liens for current taxes and assessments
not yet due or which are being contested in good faith; and (c) any workers',
repairmen's, warehousemen's and carriers Liens arising in the ordinary course of
business (Liens described in clauses (a) through (c), inclusive, are hereinafter
referred to as "Permitted Liens").

      Section 2.12 Intellectual Property. Unless otherwise set forth on Schedule
2.12, the Company owns no Intellectual Property. As used herein, "Intellectual
Property" means patents, patent rights, licenses, trademarks, trademark rights,
trade names, trade name rights, service marks, service mark rights, copyrights,
know-how, technology, trade secrets, proprietary information or similar rights
which are material to the conduct of the business of the Company. Stockholder,
as an individual, has no right, title or interest in any Intellectual Property
used by the Company or which could be used by the Company in the future. To the
extent that the Company does not own the entire right, title and interest in and
to any item of Intellectual Property, each such item of Intellectual Property is
used pursuant to an agreement or license and, except as may be set forth on
Schedule 2.12, each such agreement or license is valid and enforceable and in
full force and effect, and the Company is not in default under or in breach of
any such license or agreement. The Company is not infringing, or otherwise
acting adversely to, the right of any person under or in respect to, any patent,
license, trademark, trade name, service


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<PAGE>

mark, copyright or similar intangible right. Unless otherwise set forth on
Schedule 2.12, (i) no claims have been asserted by any person to the use of any
of the Intellectual Property used or owned by the Company, (ii) no claims have
been asserted by any person challenging or questioning the validity or
effectiveness of any license or agreement relating to the Intellectual Property
to which the Company is a party, and (iii) there are no pending or threatened
proceedings or litigation or other adverse claims affecting or with respect to
the Intellectual Property.

      Section 2.13 Insurance. Set forth on Schedule 2.13 attached hereto is a
complete and accurate list of all insurance policies, including the amounts
thereof, maintained by the Company, true and correct copies of which have been
delivered to Purchaser. Such policies are in full force and effect. Such
policies, with respect to their amounts and types of coverage, are adequate to
insure fully against risks to which the Company is normally exposed in the
operation of its business. Since the inception of each of the Company's
liability insurance policies, there has not been any material adverse change in
the Company's relationship with its insurers or in the premiums payable pursuant
to such policies.

      Section 2.14 Employee Benefit Plans.

            2.14.1 List of Plans. Schedule 2.14.1 to this Agreement lists all
employee benefit plans (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) and all bonus, incentive,
deferred compensation, retiree, medical or life insurance, supplemental
retirement, severance or other benefit plans, programs or arrangements, and all
termination, severance or other benefit plans, programs or arrangements, and all
termination, severance or other contracts or agreements, whether formal or
informal, whether or not set forth in writing, whether covering one person or
more than one person, and whether or not subject to any of the provisions of
ERISA, which are maintained, contributed to or sponsored by the Company for the
benefit of any employee or which otherwise cover any employee or former employee
of the Company (each item so listed on Schedule 2.14.1 being referred to herein
individually, as a "Plan" and collectively, as the "Plans"). The Stockholder has
delivered to Purchaser a complete and accurate copy (where applicable) of (i)
each written Plan and description of any unwritten Plan (including all
amendments thereto whether or not such amendments are currently effective), (ii)
each summary plan description and summary of material modifications relating to
a Plan, (iii) each trust agreement or other funding arrangement with respect to
each Plan, including insurance contracts, (iv) the most recently filed Internal
Revenue Service Form 5500 relating to each Plan (if any), (v) the most recently
received Internal Revenue Service determination letter for each Plan and (vi)
the most recently prepared actuarial reports and the three most recently
prepared financial statements, if applicable, in connection with the Plan.
Except as set forth on Schedule 2.14.1, neither Stockholder nor the Company has
made any express or implied commitment, whether legally enforceable or not, (a)
to create or cause to exist any other employee benefit plan, program or
arrangement or (b) to modify, change or terminate any Plan.

            2.14.2 Severance. Except as set forth in Schedule 2.14.2, none of
the Plans, or any employment agreement or other contract to which the Company is
a party or bound, provides for the payment of or obligates the Company to pay
separation, severance, termination or


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similar-type benefits to any person or obligates the Company to pay separation,
severance, termination or similar-type benefits solely as a result of any
transaction contemplated by this Agreement or as a result of a "change in
control," within the meaning of such term under Section 280G of the Code.

            2.14.3 Multi-Employer Plans. Neither the Company nor any ERISA
Affiliate (as herein defined) has maintained, contributed to or participated in
a multi-employer plan (within the meaning of Section 3(37) or 4001(a)(3) of
ERISA or a multiple employer plan subject to Sections 4063 and 4064 of ERISA)
nor has any obligations or liabilities, including withdrawal or successor
liabilities, been incurred or will be incurred regarding any such plan. As used
herein, the term "ERISA Affiliate" means any person that, together with the
Company, is considered a "single employer" pursuant to Section 4001(b) of ERISA.

            2.14.4 Welfare Benefit Plan. Schedule 2.14.4 sets forth a complete
and accurate list of each Plan which provides or promises retiree medical,
disability or life insurance benefits to any current or former employee, officer
or director of the Company. Except as set forth in Schedule 2.14.4, the Company
has expressly reserved the right, in all Plan documents relating to welfare
benefits provided to employees, former employees, officers, directors and other
participants and beneficiaries, to amend, modify or terminate at any time the
Plans which provide for welfare benefits and Stockholder is not aware of any
fact, event or condition that could reasonably be expected to restrict or impair
such right.

            2.14.5 Administrative Compliance. Each Plan is now and has been
operated in all material respect in accordance with the requirements of all
applicable law, including, without limitation, ERISA and the Code, and the
regulations and authorities published thereunder. The Company has performed all
material obligations required to be performed by it under, is not in any respect
in default under or in violation of, and Stockholder has no knowledge of any
default or violation by any party to, any Plan. Except as set forth on Schedule
2.15, no legal action, suit, audit, investigation or claim is pending or to the
best knowledge, information and belief of Stockholder threatened, with respect
to any Plan (other than claims for benefits in the ordinary course) and, to the
best knowledge, information and belief of Stockholder, and except as set forth
on Schedule 2.15, no fact, event or condition exists and would be reasonably
likely to provide a legal basis for any such action, suit, audit, investigation
or claim. All reports, disclosures, notices and filings with respect to such
Plans required to be made to employees, participants, beneficiaries, alternate
payees and government agencies have been timely made or an extension has been
timely obtained.

            2.14.6 Tax Qualification. Except as set forth on Schedule 2.14.6,
each Plan which is intended to be qualified under Section 401(a) of the Code has
received a favorable determination letter from the Internal Revenue Service that
it is so qualified and each trust established in connection with any Plan which
is intended to be exempt from federal income taxation under Section 501(a) of
the Code has received a determination letter from the Internal Revenue Service
that it is so exempt, and to the best knowledge, information and belief of
Stockholder, no fact or event has occurred or condition exists since the date of
such determination letter from the Internal Revenue Service which would be
reasonably likely to adversely affect the qualified status of any such Plan or
the exempt status of any such trust.


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<PAGE>

            2.14.7 Funding; Excise Taxes. Except as set forth on Schedule
2.14.7, there has been no prohibited transaction (within the meaning of Section
406 of ERISA or Section 4975 of the Code) with respect to any Plan, subject to
ERISA. The Company has not incurred any liability for any excise tax arising
under Sections 4971, 4972, 4975, 4976, 4977, 4978, 4978B, 4979, 4980 or 4980B of
the Code or any civil penalty arising under Sections 502(i) or 502(I) of ERISA,
and, to the best knowledge, information and belief of Stockholder, no fact,
event or condition exists which could give rise to any such liability. Neither
the Company nor any ERISA Affiliate has incurred any liability under, arising
out of or by operation of Title IV of ERISA (other than liability for premiums
to the Pension Benefit Guaranty Corporation ("PBGC"), or contributions to a
Plan, in either case arising in the ordinary course), including, without
limitation, any liability in connection with the termination of any employee
benefit plan subject to Title IV of ERISA (a "Title IV Plan"); and, to the best
knowledge, information and belief of Stockholder, no fact, event or condition
exists which could give rise to any such liability. No Title IV Plan maintained
by the Company or any ERISA Affiliate had an accumulated funding deficiency
(within the meaning of Section 302 of ERISA or Section 412 of the Code), whether
or not waived, as of the most recently ended year of such Plan. None of the
assets of the Company or any ERISA Affiliate is the subject of any Lien arising
under Section 302(f) of ERISA or Section 412(n) of the Code; neither the Company
nor any ERISA Affiliate has been required to post any security under Section 307
of ERISA or Section 401(a)(29) of the Code; and to the best knowledge,
information and belief of the Stockholder, no fact or event exists which could
give rise to any such Lien or requirement to post any such security.

            2.14.8 Tax Deductions. All contributions, premiums or payments
required to be made, paid or accrued with respect to any Plan have been made,
paid or accrued on or before their due dates, including extensions thereof. All
such contributions have been fully deducted for income tax purposes and no such
deduction has been challenged or disallowed by any government entity and to the
best knowledge, information and belief of the Stockholder, no fact or event
exists which could give rise to any such challenge or disallowance.

      Section 2.15 Litigation. Except as set forth on Schedule 2.15, there is no
action, suit, proceeding at law or in equity, arbitration or administrative or
other proceeding by or before (or to the best knowledge, information and belief
of the Stockholder, any investigation by) any governmental or other
instrumentality or agency, pending, or, to the best knowledge, information and
belief of the Stockholder, threatened, against or affecting the Stockholder, the
Company or any of its properties or rights; and the Stockholder does not know of
any valid basis for any such actions, proceedings or investigations. The
foregoing representation includes any suit or proceeding in which the Company is
either a plaintiff or a defendant. The Company is not subject to any judgment,
order or decree entered in any lawsuit or proceeding which could have a material
adverse affect on the results of operations or prospects of the Company or could
prevent the consummation of the transactions contemplated by this Agreement.

      Section 2.16 Taxes. (a) Definition. For purposes of this Agreement, the
term "Taxes" means all taxes, assessments, charges, duties, fees, levies or
other governmental charges, including, without limitation, all Federal, state,
local, foreign and other income, franchise, profits, capital gains, capital
stock, transfer, sales, use, occupation, property, excise, severance,


                                       10
<PAGE>

windfall profits, stamp, license, payroll, withholding and other taxes,
assessments, charges, duties, fees, levies or other governmental charges of any
kind whatsoever (whether payable directly or by withholding and whether or not
requiring the filing of a return), and all estimated taxes, deficiency
assessments, additions to tax, penalties, and interest.

      (b) Tax Returns. The Company has timely filed or caused to be timely filed
with the appropriate taxing authorities all returns, statements, forms and
reports for Taxes (the "Returns") that are required to be filed by, or with
respect to, the Company on or prior to the Closing Date, and no extensions with
respect to such tax returns have (or as of the Closing Date will have) been
requested or granted. The Returns accurately reflect all liability for Taxes of
the Company for the periods covered thereby.

      (c) Payment of Taxes. All Taxes and Tax liabilities of the Company due for
all taxable years or periods that end on or before the Closing Date have been
timely paid or will be timely paid in full.

      (d) Other Tax Matters. (i) No audit of the Company or other examination of
Taxes by the appropriate tax authorities of any nation, state or locality is
currently in progress (or scheduled as of the Closing Date to be conducted), or
has ever been requested or performed.

            (ii) No notices have been received by the Company from any taxing
authority relating to any issue which could affect the Tax liability of the
Company within the seven (7) year period prior to the execution of this
Agreement.

            (iii) Neither the Stockholder nor the Company has, as of the date
hereof or the Closing Date, (A) entered into an agreement or waiver or been
requested to enter into an agreement or waiver extending any statute of
limitations relating to the payment or collection of Taxes of the Company, (B)
applied for and has not yet received a ruling or determination from a taxing
authority regarding a past or prospective transaction of the Company, or (C) is
presently contesting the Tax liability of the Company before any court, tribunal
or agency.

            (iv) The Company is not required to be included in any
"consolidated" or "combined" tax return under the law of the United States, any
state or locality with respect to Taxes.

            (v) The Company has not applied for, been granted, or agreed to any
accounting method change for which it will be required to take into account any
adjustment under the Code.

            (vi) All Taxes relating to the income, properties or operations of
the Company which the Company is required by law to withhold or collect have
been duly withheld or collected, and have been timely paid over to the proper
authorities to the extent due and payable.

            (vii) There are no tax sharing or allocation agreements in effect on
the Closing Date as between the Stockholder or any predecessor or affiliate
thereof and the Company with respect to Taxes.


                                       11
<PAGE>

            (viii) Since the incorporation of the Company and the initial
issuance of the Company's shares to Stockholder, there has not been an
"ownership change" within the meaning of Section 382(g) of the Code involving
the Company.

            (ix) No property of the Company is "tax-exempt use property" within
the meaning of Section 168(h) of the Code nor property that the Purchaser will
be required to treat as being owned by another person pursuant to Section 168 of
the Code (or any corresponding provision of prior law).

            (x) The Stockholder is not a "foreign person" within the meaning of
Section 1445 of the Code.

            (xi) The Company is not a party to any agreement that would require
the Company to make any payment that would constitute an "excess parachute
payment" for purposes of Sections 280G and 4999 of the Code.

            (xii) The Company is a valid subchapter S corporation and has filed
all required state and federal documentation to make and maintain such election
and further has acted and will act in accordance with all rules and regulations
governing such election at all times up to the Closing, although the parties
acknowledge and agree that the Company's election will end upon the Closing.

            (xiii) The Company will not be liable for any Tax under Code Section
1374 in connection with the deemed sale of the Company's assets (including the
assets of any qualified subchapter S subsidiary) caused by the Section
338(h)(10) Election. Neither the Company nor any qualified subchapter S
subsidiary of the Company has, in the past 10 years, (a) acquired assets from
another corporation in a transaction in which the Company's Tax basis for the
acquired assets was determined, in whole or in part, by reference to the Tax
basis of the acquired assets (or any other property) in the hands of the
transferor or (b) acquired the stock of any corporation which is a qualified
subchapter S subsidiary.

      Section 2.17 Leases. Attached as Schedule 2.17 is a complete and accurate
list and description of all leases to which the Company is a party (as lessee or
lessor) (true and correct copies of which leases have been delivered or made
available by Stockholder to Purchaser) (each a "Lease" and collectively the
"Leases"). Each Lease is in full force and effect; all rents and additional
rents due to date on each such Lease have been paid; in each case, the lessee
has been in peaceable possession since the commencement of the original term of
such Lease and is not in default thereunder and no waiver, indulgence or
postponement of the lessee's obligations thereunder has been granted by the
lessor; and there exists no default or event of default or event, occurrence,
condition, act or contemplated future event (including the proposed purchase and
sale of the Stock hereunder) which, with the giving of notice or the lapse of
time, or both, would become a default or event of default under such Lease. The
Company has not violated any of the material terms or conditions under any such
Lease and, all of the covenants to be performed by any other party under any
such Lease have been fully performed in all material respects. The property
leased by the Company is in a state of good maintenance and repair and is
adequate and suitable for the purposes for which it is presently being used. No
consent or approval of any


                                       12
<PAGE>

person is required under any Lease in connection with the consummation of the
transactions contemplated by this Agreement.

      Section 2.18 Material Agreements; Employment Agreements. (i) Except as set
forth on Schedule 2.18 attached hereto, the Company neither has nor is bound by
(a) any agreement, contract or commitment relating to the employment of any
person by the Company, or any bonus, deferred compensation, pension, profit
sharing, stock option, employee stock purchase, retirement or other employee
benefit plan (collectively, the "Existing Company Employment Agreements"), (b)
any agreement, indenture or other instrument pursuant to which the Company has
borrowed money or guaranteed indebtedness for borrowed money or contains
restrictions with respect to the payment of dividends or any other distribution
in respect of its capital stock, (c) any agreement, contract or commitment
relating to capital expenditures, (d) any loan or advance to, or investment in,
any person or any agreement, contract or commitment relating to the making of
any such loan, advance or investment, (e) any guarantee or other contingent
liability in respect of any indebtedness or obligation of any person (other than
the endorsement of negotiable instruments for collection in the ordinary course
of business), (f) any management service, consulting or any other similar type
contract, (g) any agreement, contract or commitment limiting the ability of the
Company to engage in any line of business or to compete with any person, (h) any
agreement, contract or commitment not entered into in the ordinary course of
business which involves payment by the Company of $5,000 or more in any calendar
year and is not cancelable by the Company without penalty within 30 days or (i)
any agreement, contract or commitment which could reasonably be expected to have
a material adverse effect on the business, assets, liabilities, condition
(financial or otherwise) or results of operations of the Company (the
agreements, commitments and contracts referred to in clauses (a) through (i),
inclusive, hereinafter sometimes referred to individually as a "Contract" and
collectively as the "Contracts"). Each of the Contracts (true and correct copies
of which have been delivered or made available by the Stockholder to Purchaser)
is in full force and effect, and there exists no default or event of default or
occurrence, condition, act or event contemplated by this Agreement or within the
knowledge of the Stockholder likely or planned (including the proposed purchase
and sale of the Stock hereunder) which, with the giving of notice or the lapse
of time, or both, would become a default or event of default thereunder. The
Company has not violated any of the material terms or conditions of any of the
Contracts, and, to the Stockholder's knowledge, information and belief, all of
the covenants to be performed by any other party thereto have been fully
performed. Except as set forth on Schedule 2.7, no consent or approval of any
person is required under any Contract in connection with the consummation of the
transactions contemplated by this Agreement.

            (ii) Except as set forth on Schedule 2.18, all of the Existing
Company Employment Agreements and all oral employment relationships to which the
Company is a party, if any, are "at-will" employment arrangements which may be
terminated at any time and without cost or penalty to the Company. No severance
policies, whether oral or written, exist with respect to any employee of the
Company.

      Section 2.19 Compliance with Laws and Export Control Regulations. The
Company is in material compliance with all applicable laws, ordinances,
regulations, orders, judgments and decrees. All governmental approvals, permits
and licenses required for the Company to conduct


                                       13
<PAGE>

its business as presently conducted have been obtained and are in full force and
effect, and the Company is in compliance with all such permits and licenses.
Except as set forth on Schedule 2.19, none of the Company's products or
underlying information or technology has been exported or otherwise distributed
by the Company(i) into Cuba, Iraq, Iran, Libya, North Korea, Sudan, Syria, or
any other country to which the United States has embargoed goods, or to a
national or resident of any of such countries; or (ii) to anyone on the United
States Treasury Department's list of Specially Designated Nationals or the U.S.
Commerce Department's Table of Deny Orders.

      Section 2.20 Books and Records. Records of the proceedings of
incorporators, stockholders, directors and committees of directors of the
Company and stock records and stock ledgers of the Company which are maintained
by the Company have been made available to Purchaser or their representatives.
Except as set forth on Schedule 2.20, the records, books and ledgers maintained
by the Company accurately reflect all proceedings of, and actions taken by, the
stockholders and directors of the Company from the date of its incorporation to
and including the date of this Agreement. Written copies of the minutes of all
actions taken by the stockholders and directors after the date of this Agreement
through and including the Closing Date, duly certified by the Company's
President and Secretary, shall be supplied to the Purchaser prior to the
Closing. The Company does not have any of its business records, systems,
controls, data or information recorded, stored, maintained, operated or
otherwise wholly or partly dependent on or held by any means (including any
electronic, mechanical or photographic process, whether computerized or not)
which (including all means of access thereto and therefrom) are not under the
exclusive ownership and direct control of the Company.

      Section 2.21 Employment Relations. (a) The Company is in compliance with
all Federal, state or other applicable laws, domestic or foreign, respecting
employment and employment practices, terms and conditions of employment and
wages and hours, and has not and is not engaged in any unfair labor practice;
(b) no unfair labor practice complaint against the Company is pending before the
National Labor Relations Board; (c) there is no labor strike, dispute, slowdown
or stoppage actually pending or, to the best knowledge, information and belief
of the Stockholder, threatened against or involving the Company; (d) no
representation question exists respecting the employees of the Company; (e) no
grievance exists; (f) no arbitration proceeding arising out of or under any
collective bargaining agreement is pending and no claim therefor has been
asserted; (g) no collective bargaining agreement exists or is currently being
negotiated by the Company; (h) the Company has not experienced any work stoppage
or any other labor difficulty during the last three years; and (i) to the best
knowledge, information and belief of Stockholder, no employee of the company has
filed a complaint with the Company's management or otherwise which alleges that
he or she has been subjected to any form of discrimination, including racial
discrimination, age discrimination, discrimination in violation of the Americans
With Disabilities Act or discrimination in violation of Title VII of the Civil
Rights Act of 1964 (i.e. sexual discrimination). Except for the Purchaser's
limited assumption, pursuant to the provisions of Section 3.6 hereof, of the
Company's obligations to make payment of the accrued vacation pay due to the six
employees identified on Schedule 3.6 hereof, the Company shall be solely
responsible for the payment of any termination, severance or accrued vacation
payments or benefits which may be or become due and owing to all of the
Company's employees. There has not been, and to the best knowledge, information
and belief of


                                       14
<PAGE>

the Stockholder there will not be, any adverse change in relations with persons
who shall continue as employees of the Company after the Closing as a result of
the announcement or consummation of the transactions contemplated by this
Agreement.

      Section 2.22 Customers and Supplier Relations. There has not been, and to
the best knowledge, information and belief of the Stockholder (after due and
careful inquiry) there will not be, any material adverse change in relations
with any of the Company's material customers or suppliers as a result of any
announcement or consummation of the transactions contemplated by this Agreement.

      Section 2.23 Interests in Customers, Suppliers, Etc. None of the
Stockholder, the Company or the Company's officers or directors possess,
directly or indirectly, any financial interest in, or is a director, officer or
employee of, any person which is a customer, supplier, lessor, lessee, or
competitor or potential competitor of the Company. Ownership of securities of a
public company not in excess of 1% of any class of such securities shall not be
deemed to be a financial interest for purposes of this Section 2.23.

      Section 2.24 Working Capital: Accounts Receivable, Work-in-Progress.
Except as otherwise provided in Schedule 2.24, the amount of all accounts
receivable and other debts due or recorded in the records and books of account
of the Company as being due to the Company as at the Closing Date will be good
and collectible in full within 120 days after the Closing Date; and none of such
accounts receivable or other debts is, or at the Closing Date will be, subject
to any counterclaim or set-off. Except with respect to the accounts receivable
of certain international customers who may take as long as nine months to pay
their obligations to the Company, the amount of all work-in-progress appearing
in the records and books of account of the Company as at the Closing Date will
be good and collectible in full prior to the earlier of (a) 120 days after the
Closing Date, or (b) 120 days after such amounts are billed; and none of the
accounts receivable or other debts arising therefrom will be subject to any
counterclaim or set-off. There has been no material adverse change since the
date of the Balance Sheet in the amount of accounts receivable or other debts
due the Company, or accounts payable of the Company, from that reflected in the
Balance Sheet.

      Section 2.25 Bank Accounts, Powers of Attorney; Employees. (a) Set forth
on Schedule 2.25(a) attached hereto is an accurate and complete list showing (i)
the name and address of each bank in which the Company has an account or safe
deposit box, the number of any such account or any such box, and the names of
all persons authorized to draw thereon or to have access thereto, (ii) the names
of all persons, if any, holding powers of attorney from the Company and a
summary statement of the terms thereof.

      (b) Set forth in Schedule 2.25(b) is a list of the names of all persons
whose compensation from the Company exceeds an annualized rate of $50,000,
together with the amount of such compensation and the terms thereof.

      Section 2.26 Brokers. There is no broker or finder or other person who
would have any valid claim against the Stockholder or the Company for a fee,
commission or brokerage in connection with this Agreement or the transactions
contemplated hereby. The Stockholder shall


                                       15
<PAGE>

be responsible for any fees and expenses of any broker, finder or other. person
engaged by or on behalf of the Stockholder or the Company or otherwise claiming
through any of them in connection with the transactions contemplated by this
Agreement.

      Section 2.27 Environmental, Health, and Safety Matters.

      (a) The Company has complied and is in compliance with all environmental,
health, and safety requirements.

      (b) Without limiting the generality of the foregoing, the Company has
obtained and complied with, and is 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.

      (c) The Company has not received any written or oral notice, report or
other information regarding any actual or alleged violation of environmental,
health, and safety requirements, or any liabilities or potential liabilities
(whether accrued, absolute, contingent, unliquidated or otherwise), including
any investigatory, remedial or corrective obligations, relating to it or its
facilities arising under environmental, health, and safety requirements.

      (d) None of the following exists at any property or facility owned or
operated by the Company: (1) underground storage tanks, (2) asbestos-containing
material in any form or condition, (3) materials or equipment containing
polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal
areas.

      (e) The Company has not treated, stored, disposed of, arranged for or
permitted the disposal of, transported, handled, or released any substance,
including without limitation any hazardous substance, or owned or operated any
property or facility (and no such property or facility is contaminated by any
such substance) in a manner that has given or would give rise to liabilities,
including any liability for response costs, corrective action costs, personal
injury, property damage, natural resources damages or attorney fees, pursuant to
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended ("SWDA")
or any environmental, health and safety requirements.

      (f) Neither this Agreement nor the consummation of the transaction that is
the subject of this Agreement will result in any obligations for site
investigation or cleanup, or notification to or consent of government agencies
or third parties, pursuant to any of the so-called "transaction-triggered" or
"responsible property transfer" environmental, health, and safety requirements.

      (g) The Company has not either expressly or by operation of law, assumed
or undertaken any liability, including without limitation any obligation for
corrective or remedial action, of any other person relating to environmental
health and safety requirements.


                                       16
<PAGE>

      (h) No facts, events or conditions relating to the past or present
facilities, properties or operations of the Company will prevent, hinder or
limit continued compliance with environmental, health, and safety requirements,
give rise to any investigatory, remedial or corrective obligations pursuant to
environmental, health, and safety requirements, 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.

      Section 2.28 Year 2000 Compliance. None of the computer software, computer
firmware, computer hardware (whether general or special purpose) or other
similar or related items of automated computerized or software systems that are
used or relied on by the Company in the conduct of its business and none of the
products and services sold, licensed, rendered or otherwise provided by the
Company in the conduct of its business will malfunction, cease to function,
generate incorrect data or produce incorrect results when processing, providing
or receiving (i) date-related data from, into and between the twentieth and
twenty-first centuries or (ii) date-related data in connection with any valid
date in the twentieth and twenty-first centuries.

            The Company has not made any representations or warranties regarding
the ability of any product or service sold, licensed, rendered, or otherwise
provided by the Company in the conduct of its business to operate without
malfunction, to operate without ceasing to function, to generate correct data or
to produce correct results when processing, providing or receiving (i)
date-related data from, into and between the twentieth and twenty-first
centuries and (ii) date-related data in connection with any valid date in the
twentieth and twenty-first centuries.

      Section 2.29 Disclosure. None of this Agreement, the Financial Statements
or any Exhibit, Schedule, document or certificate delivered in accordance with
the terms hereof, contains any untrue statement of a material fact, or omits any
statement of a material fact necessary in order to make the statements contained
herein or therein not misleading. Except for general economic conditions, there
is no fact known to the Stockholder which materially and adversely affects the
business, results, or operations, prospects or condition, financial or
otherwise, of the Company which has not been set forth in this Agreement, in the
Financial Statements or in the Exhibits, Schedules or certificates or statements
in writing furnished to Purchaser by or on behalf of the Stockholder or by any
of the Company's directors or officers in connection with the transactions
contemplated by this Agreement.

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

      Section 3. Representations and Warranties of Purchaser. The Purchaser
represents and warrants to the Stockholder as follows:

      Section 3.1 Organization. The Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of New Jersey
and has the full power


                                       17
<PAGE>

and authority to carry on its business as it is now being conducted and to
engage in the transactions contemplated hereby.

      Section 3.2 Purchaser's Authority. The Purchaser has full power and
authority to make, execute, deliver and perform this Agreement and to consummate
the transactions contemplated hereby. All actions necessary to be taken by or on
the part of the Purchaser to make, execute, deliver and perform this Agreement
and consummate the transactions contemplated hereby have been duly authorized
and approved by all required corporate action of the Purchaser and have been
validly taken. This Agreement has been duly and validly executed and delivered
by the Purchaser and, assuming due execution and delivery by the Stockholder,
constitutes a legal, valid and binding agreement of the Purchaser enforceable
against the Purchaser in accordance with its terms, except to the extent that
its enforceability may be subject to applicable bankruptcy, reorganization,
insolvency, moratorium and similar laws affecting the enforcement of creditors'
rights generally and by general principles of equity.

      Section 3.3 Consents and Approvals; No Violation. Neither the execution,
delivery and performance of this Agreement and the documents and instruments
contemplated hereby by Purchaser nor the consummation by Purchaser of the
transactions contemplated hereby (i) conflict with or will result in any breach
of any provision of the Certificate of Incorporation or By-Laws (or other
similar governing documents) of Purchaser, (ii) require any approval, except for
the approval of the Boards of Directors of Purchaser, (iii) constitute a
violation of, or conflict with, or result in a breach of, or constitute a
default under any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, license, contract, agreement, lease or other instrument or
obligation of any kind to which Purchaser is a party or by which it may be
bound, or (iv) violate any order, writ, injunction, judgment, decree, law,
statute, rule, regulation or governmental permit or license applicable to
Purchaser or by which it is bound or to which it is subject.

      Section 3.4 Acquisition for Investment. Purchaser will acquire the Stock
from the Stockholder for its own account for investment and not with a view
toward any distribution thereof.

      Section 3.5 Brokers. Except for the fees owed by Purchaser to Catalyst
Financial Corp. ("Catalyst"), there is no broker or finder or other Person who
would have any valid claim against Purchaser for a fee, commission or brokerage
in connection with this Agreement or the transactions contemplated hereby as a
result of any agreement, understanding or action by Purchaser. Purchaser shall
be responsible for any fees and expenses of Catalyst and any other broker,
finder or other person engaged by or on its behalf or otherwise claiming through
Purchaser in connection with the transactions contemplated by this Agreement.

      Section 3.6 Limited Payment of Accrued Vacation Pay to Company Employees.
Schedule 3.6 hereof identifies the six employees of the Company who shall
continue to be employed by the Company, or who shall be employed by the
Purchaser on and after the Closing Date (the "Continuing Employees"). The
Purchaser shall assume, to the extent set forth on Schedule 3.6, the payment of
the vacation pay which has accrued to each of the Continuing Employees during
their employment by the Company. Except for the Purchaser's limited


                                       18
<PAGE>

assumption and payment of such accrued vacation pay, the Company shall be solely
responsible for the payment of any additional vacation pay which may be due and
owing to the Continuing Employees as a result of their employment by the
Company.

                                   ARTICLE IV

                                OTHER AGREEMENTS

      Section 4.1 Conduct of Business of the Company Prior to Closing. Except as
permitted or required by this Agreement, during the period from the date of this
Agreement to the Closing Date, the Stockholder shall cause the Company to
conduct its business and operations only according to its ordinary and usual
course of business consistent with past practice and to use its best efforts to
preserve intact its business organization, keep available the services of its
employees and to maintain satisfactory relationships with licensors, suppliers,
distributors, customers and others having business relationships with it.
Without limiting the foregoing, pending the Closing Date and except as
contemplated by this Agreement or as may be first approved in writing by
Purchaser, the Stockholder agrees that the Company shall (a) maintain its
Certificate of Incorporation and By-Laws (or other similar governing documents)
in their form on the date of this Agreement, (b) shall not (x) sell, transfer or
otherwise dispose of or abandon any of its assets or properties or (y) purchase
or otherwise acquire any assets or properties, except in the ordinary course of
business (for purposes of this clause (b), the acquisition or disposition of any
single asset having a value of $5,000 or more shall be deemed to be not in the
ordinary course of business), (c) shall not incur any liability or obligation of
any nature (whether accrued, absolute, contingent or otherwise), except in the
ordinary course of business, (d) shall not increase or decrease the compensation
payable or to become payable by the Company to any officer, employee or agent of
the Company other than in the ordinary course of business consistent with past
practice, or increase or decrease the rate or term of any bonus, insurance,
pension or other employee benefit plan, payment, or arrangement made to, for or
with any such officers, employees or agents (unless already accrued), (e) shall
not make any bonus or profit sharing distribution or payment of any kind, (f)
shall not enter into any agreement, contract, commitment or transaction
(including, without limitation, any borrowing, capital expenditure or capital
financing) except agreements, contracts, commitments or transactions entered
into in the ordinary course of business consistent with past practice, (g) shall
not make any capital expenditure or commitment therefor, except in the ordinary
course of business, (h) shall not violate, or commit a breach of or a default
under, any Contract or Lease, (i) shall not write-off as uncollectible any notes
or accounts receivable, except write-offs in the ordinary course of business
charged to applicable reserves, (j) shall not create any security interest or
Lien on any of its assets or properties other than Permitted Liens, (k) shall
not cancel or waive any claims or rights of material value, (l) shall not make
any change in any method of accounting or auditing practice, (m) shall not
create, incur or assume any indebtedness for money borrowed or increase any
indebtedness of the Company for money borrowed, (n) shall not assume, guarantee,
endorse or otherwise become liable or responsible (whether directly,
contingently or otherwise) for the obligations of any person, (o) shall not
declare or pay any dividend or distributions with respect to the Stock, and (p)
shall not agree, whether or not in writing, to do any of the foregoing. The
Stockholder agrees not to take any action, or omit to take any action, which
would cause the


                                       19
<PAGE>

representations and warranties contained in Article II to be untrue or
incorrect. During the period from the date of this Agreement to the Closing
Date, the Stockholder shall cause the Company (i) to confer on a regular and
frequent basis with one or more designated representatives of Purchaser to
report material operational matters and to report the general status of the
ongoing operations of the Company, (ii) to notify Purchaser of any unexpected
emergency or other change in the normal course of the business or in the
operation of the business of the Company and of any governmental complaints,
investigations or hearings (or communications indicating that the same may be
contemplated), adjudicatory proceedings, budget meetings or submissions
involving the Company, and (iii) to keep Purchaser fully informed of such events
and permit its representatives prompt access to all materials prepared in
connection therewith.

      Section 4.2 Exclusive Dealing. During the period from the date of this
Agreement to the Closing Date, the Stockholder shall not, and shall cause the
Company to not take any action to, directly or indirectly, encourage, initiate
or engage in discussions or negotiations with, or provide any information to,
any person other than Purchaser and its affiliates and representatives,
concerning any purchase of the Stock or any merger or sale of substantial assets
or similar transaction involving the Company.

      Section 4.3 Review of the Company. The Purchaser may, prior to the Closing
Date, either directly or through its representatives, review and investigate the
properties, books and records of the Company and its financial and legal
condition to the extent it deems necessary or advisable to familiarize itself
with the properties and business and other matters of the Company (such review
and investigation is hereinafter referred to as the "Due Diligence Review");
such Due Diligence Review shall not, however, affect the right of Purchaser to
rely upon (i) the representations and warranties made by the Stockholder in this
Agreement, and (ii) all information contained in the Exhibits, Schedules and
certificates or statements in writing furnished prior to or on the Closing Date
to Purchaser by or on behalf of the Stockholder or by any of the Company's
directors or officers in connection with the transactions contemplated by this
Agreement. The Stockholder shall cause the Company to permit Purchaser and its
representatives to have full access (during business hours, upon reasonable
request with notice) to the premises and to all the books and records of the
Company and shall cause the Company to furnish Purchaser with such financial and
operating data and other information with respect to the business and properties
of the Company as Purchaser shall from time to time reasonably request. The
Purchaser's Due Diligence Review shall be conducted in a manner which shall not,
in any way, disrupt the business of the Company. Before the Purchaser may
commence its Due Diligence Review, the Stockholder shall set forth the
reasonable parameters and rules which shall govern Purchaser's conduct of the
Due Diligence Review and Purchaser's requirements of discretion and
confidentiality pertaining thereto. The Purchaser shall strictly follow the
Stockholder's parameters and rules. In the event of termination of this
Agreement, Purchaser shall keep confidential any information obtained from the
Stockholder or the Company concerning the properties, operations and business of
the Company (unless readily ascertainable from public or published information
or trade sources) until the same becomes ascertainable without breach by
Purchaser of its obligations hereunder and shall, upon the written request of
the Stockholder, return to the Company (whether obtained prior to or after
execution of this Agreement) any schedules, statements, documents or other
written information obtained in connection therewith. The Stockholder shall
deliver or cause to be delivered to Purchaser on the


                                       20
<PAGE>

Closing Date, and at such other times and places as shall be reasonably agreed
upon, such additional instruments, documents, certificates and opinions as
Purchaser and its counsel may reasonably request for the purpose of (a)
verifying the information set forth in this Agreement and (b) consummating or
evidencing the transactions contemplated by this Agreement.

      Section 4.4 Public Announcement. Except as otherwise required by law or
regulation and except as may be required under the rules of any self-regulatory
organization with jurisdiction over either party, no party hereto shall issue or
make any press release or any other public disclosure or announcement concerning
the transactions contemplated by this Agreement without the prior written
consent of the other party hereto as to the timing, content and manner of
presentation of such press release or public disclosure, which consent shall not
be unreasonably withheld. The foregoing limitations on public announcements
shall not apply to any public announcement required to be made by applicable law
and no consent for any such announcement shall be required, provided, however,
that the Stockholder shall be entitled to review any such announcement prior to
its issuance or release to the public.

      Section 4.5 Tax Matters. The following provisions shall govern the
allocation of responsibility as between Purchaser and Stockholder for certain
tax matters following the Closing Date:

      (a) Tax Periods Ending on or Before the Closing Date. Purchaser shall
prepare or cause to be prepared and file or cause to be filed all tax returns
for the Company for all periods ending on or prior to the Closing Date which are
filed after the Closing Date. Purchaser shall permit Stockholder to review and
comment on each such tax return described in the preceding sentence prior to
filing. Stockholder shall reimburse Purchaser for Taxes of the Company with
respect to such periods within fifteen (15) days after payment by Purchaser or
the Company of such Taxes to the extent such Taxes are not reflected in the
reserve for tax liability shown on the face of the Balance Sheet.

      (b) Tax Periods Beginning Before and Ending After the Closing Date.
Purchaser shall prepare or cause to be prepared and file or cause to be filed
any tax returns of the Company for tax periods which begin before the Closing
Date and end after the Closing Date. Stockholder shall pay to Purchaser within
fifteen (15) days after the date on which Taxes are paid with respect to such
periods an amount equal to the portion of such Taxes which relates to the
portion of such taxable period ending on the Closing Date to the extent such
Taxes are not reflected in the reserve for tax liability shown on the face of
the Balance Sheet. For purposes of this Section, in the case of any Taxes that
are imposed on a periodic basis and are payable for a taxable period that
includes (but does not end on) the Closing Date, the portion of such Tax which
relates to the portion of such taxable period ending on the Closing Date shall
(x) in the case of any Taxes other than Taxes based upon or related to income or
receipts, be deemed to be the amount of such Tax for the entire taxable period
multiplied by a fraction the numerator of which is the number of days in the
taxable period ending on the Closing Date and the denominator of which is the
number of days in the entire taxable period, and (y) in the case of any Tax
based upon or related to income or receipts be deemed equal to the amount which
would be payable if the relevant taxable period ended on the Closing Date. Any
credits relating to a taxable period that begins before and ends after the
Closing Date shall be taken into account as though the relevant taxable


                                       21
<PAGE>

period ended on the Closing Date. All determinations necessary to give effect to
the foregoing allocations shall be made in a manner consistent with prior
practice of the Company.

      (c) Cooperation on Tax Matters.

            (i) Purchaser and Stockholder shall cooperate fully, as and to the
extent reasonably requested by the other party, in connection with the filing of
tax returns pursuant to this Section and any audit, litigation or other
proceeding with respect to Taxes. Such cooperation shall include the retention
and (upon the other party's request) the provision of records and information
which are reasonably relevant to any such audit, litigation or other proceeding
and making employees available on a mutually convenient basis to provide
additional information and explanation of any material provided hereunder.
Stockholder agrees (A) to retain all books and records with respect to Tax
matters pertinent to Company relating to any taxable period beginning before the
Closing Date until the expiration of the statute of limitations (and, to the
extent notified by Purchaser or Stockholder, any extensions thereof) of the
respective taxable periods, and to abide by all record retention agreements
entered into with any taxing authority, and (B) to give the other party
reasonable written notice prior to transferring, destroying or discarding any
such books and records and, if the other party so requests, the Company or
Stockholder, as the case may be, shall allow the other party to take possession
of such books and records.

            (ii) Purchaser and Stockholder further agree, upon request, to use
their best efforts to obtain any certificate or other document from any
governmental authority or any other Person as may be necessary to mitigate,
reduce or eliminate any Tax that could be imposed (including, but not limited
to, with respect to the transactions contemplated hereby).

            (iii) Purchaser and Stockholder further agree, upon request, to
provide the other party with all information that either party may be required
to report pursuant to Section 6043 of the Code and all Treasury Department
Regulations promulgated thereunder.

      (d) Tax Sharing Agreements. All tax sharing agreements or similar
agreements with respect to or involving the Company shall be terminated as of
the Closing Date and, after the Closing Date, the Company shall not be bound
thereby or have any liability thereunder.

      (e) Certain Taxes. All transfer, documentary, sales, use, stamp,
registration and other such taxes and fees (including any penalties and
interest) incurred in connection with this Agreement and the transactions
contemplated hereunder shall be paid by Stockholder when due, and Stockholder
will, at his own expense, file all necessary tax returns and other documentation
with respect to all such transfer, documentary, sales, use, stamp, registration
and other taxes and fees, and, if required by applicable law, Purchaser and/or
the Company will join in the execution of any such tax returns and other
documentation.

      (f) Controversies. Purchaser shall have the sole right to control any
audit or examination or other proceeding by any taxing authority (a
"Proceeding"), initiate any claim for refund or amend any tax return, and
contest, resolve and defend against any assessment for additional taxes, notice
of tax deficiency or other adjustment of taxes of, or relating to, the


                                       22
<PAGE>

Company; provided, however, that neither Purchaser nor its affiliates shall
enter into any settlement of any such contest or otherwise compromise any issue
that would require payment by the Stockholder of any amount under Section 9.2
with respect to Taxes, without the prior written consent of the Stockholder,
which consent shall not be unreasonably withheld. In the case of a Proceeding
with respect to Taxes for which Stockholder may be liable pursuant to this
Agreement, or as a result of being a Stockholder of the Company prior to the
Closing Date, Purchaser shall promptly inform Stockholder and shall afford
Stockholder, at Stockholder's expense, the opportunity to participate with the
Purchaser in the conduct of such Proceeding. If requested by Purchaser,
Stockholder shall provide to Purchaser an opinion in form and content reasonably
acceptable to Purchaser, that there is substantial authority for Stockholder's
position with respect to such Proceeding.

      (g) Procedural Matters. Purchaser shall promptly forward to the
Stockholder all written notifications and other communications from any taxing
authority received by the Company relating to any tax audit or other proceeding
that would, if successful, result in an indemnification payment pursuant to
Section 9.2; provided, however, that the failure to comply with this provision
shall not affect Purchaser's right to indemnification under this Agreement.

      Section 4.6 Execution of Various Agreements. At the Closing, Stockholder
and Purchaser will enter into the Consulting Agreement. At the Closing,
Stockholder will cause William Lambert to enter into the Employment Agreement,
and Purchaser hereby agrees to enter into such Employment Agreement.

      Section 4.7 Termination of Real Estate Lease. On or before the Closing
Date, the real estate lease between the Company and Stockholder dated February
29, 1990 ("Old Lease") will be terminated and be of no further force and effect
without any further liability on the part of the Company. At the Closing, the
Company, at its option, may enter into a new lease with Stockholder covering the
premises presently occupied by the Company under the Old Lease. After the
Closing, Purchaser shall have the right at any time to transfer the
manufacturing operations of the Company to Purchaser's facilities in Oakland,
New Jersey or elsewhere. Purchaser intends to continue the Company's sales
operations out of the existing premises on an ongoing basis as determined by
Purchaser.

                                    ARTICLE V

                              RESTRICTIVE COVENANTS

      Section 5.1 Restrictive Covenant. For a period of two years from and after
the Closing Date, Stockholder agrees that he will not, directly or indirectly,
on his own behalf or on behalf of any other person, firm, corporation or other
entity, whether as an employee, owner, agent, consultant or otherwise, engage in
any business which is competitive with the business of the Company within the
United States. The provisions of this Section 5.1 will not be deemed breached
merely because the Stockholder owns 1% or less of the outstanding common stock
of a corporation, if, at the time of its acquisition by Stockholder, such stock
is listed on a national securities exchange, is reported on Nasdaq, or is
regularly traded in the over-the-counter market by a member of a national
securities exchange. The Stockholder also owns and operates a


                                       23
<PAGE>

separate company which specializes in the service of military specification
packaging. Purchaser acknowledges that the business purpose and activities of
Stockholder's military specification packaging company (as it is practiced at
the date of this Agreement) is not competitive with the business of the Company.
Therefore, Stockholder's continued ownership and operation of such business is
not and shall not be a violation of the provisions of this Section 5.1.

      Section 5.2 Confidentiality. Stockholder agrees that he will not at any
time disclose to anyone any confidential information or trade secrets of the
Company or utilize such confidential information or trade secrets for his own
benefit, or for the benefit of third parties and all memoranda, notes, records
or other documents compiled by him or made available to him pertaining to the
business of the Company shall be the property of the Company and shall be
delivered to the Company on the termination of his consulting arrangement with
Purchaser, or at any other time, upon request. The term "confidential
information or trade secrets" does not include information which becomes
generally available to the public other than by breach of this provision.

      Section 5.3 Remedies.

      (a) If Stockholder commits a breach, or Purchaser has reasonable grounds
to believe that Stockholder is about to commit a breach of any of the provisions
of Section 5.1 or Section 5.2, Purchaser and/or the Company shall have the right
to have such provisions specifically enforced by any court having equity
jurisdiction without being required to post bond or other security and without
having to prove the inadequacy of the available remedies at law, it being
acknowledged and agreed that any such breach or threatened breach will cause
irreparable injury to the Purchaser and the Company and that money damages will
not provide an adequate remedy to the Purchaser and the Company. In addition,
the Purchaser and the Company may take all such other actions and shall have all
such other remedies available to either of them under law or in equity and shall
be entitled to such damages as either of them can show it has sustained by
reason of such breach.

      (b) The parties acknowledge that the type and periods of restriction
imposed in the provisions of Section 5.1 and Section 5.2 are fair and reasonable
and are reasonably required for the protection of the legitimate interests of
Purchaser and the Company and the confidential information, proprietary property
and goodwill associated with the business of the Company, and that the time,
scope, geographic area and other provisions of this Article V have been
specifically negotiated by the parties. If the covenants in Section 5.1 or
Section 5.2, or any part thereof is hereafter construed to be invalid or
unenforceable, the same shall not affect the remainder of the covenant or
covenants, which shall be given full effect, without regard to the invalid
portions. If the covenants contained in Section 5.1 or Section 5.2, or any part
thereof, is held to be unenforceable because of the duration or geographic area
of such provision, the parties agree that the court making such determination
shall have the power to reduce the duration and/or area of such provision and,
in its reduced form, such provision shall then be enforceable. The parties
hereto intend to and hereby confer jurisdiction to enforce the covenants
contained in Section 5.1 or Section 5.2 upon the courts of any state or other
jurisdiction within the geographical area of such covenants in which a breach or
alleged breach of a covenant has been alleged to have occurred. If the courts of
any one or more of such states or other jurisdictions shall hold such


                                       24
<PAGE>

covenants unenforceable for any reason, such determination shall not bar or in
any way affect the right of the Purchaser or the Company to the relief provided
above in the courts of any other states or jurisdictions within the geographical
area of such covenants as to breaches of such covenants therein, such covenants
as they relate to each other state or jurisdiction being, for this purpose,
severable into diverse and independent covenants.

                                   ARTICLE VI

                   CONDITIONS TO THE STOCKHOLDER'S OBLIGATIONS

      Section 6.1 Conditions to the Stockholder's Obligations. The sale of the
Stock by the Stockholder on the Closing Date is conditioned upon the
satisfaction or waiver by the Stockholder, at or prior to the Closing, of the
following conditions:

      Section 6.2 Truth of Representations and Warranties. The representations
and warranties of Purchaser contained in this Agreement shall be true and
correct on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date.

      Section 6.3 Performance of Agreements. Each and all of the agreements of
Purchaser to be performed at or before the Closing pursuant to this Agreement
shall have been duly performed.

      Section 6.4 No Governmental Prohibition; Approvals. No Government Entity
shall have enacted, issued, promulgated or enforced any statute, rule,
regulation or other order which shall then be in effect restraining or
prohibiting the sale of the Stock. All approvals and other consents and
approvals, if any, necessary to permit the consummation of the transactions
contemplated by this Agreement shall have been received.

      Section 6.5 Opinion of Purchaser's Counsel. The Stockholder shall have
received an opinion of Hall Dickler Kent Friedman & Wood LLP, counsel to
Purchaser, dated the Closing Date, to the effect set forth in Schedule 6.5
attached hereto.

      Section 6.6 No Litigation Threatened. No action or proceedings shall have
been instituted or, to the knowledge of Purchaser, threatened before a court or
other governmental body or by any public authority to restrain or prohibit any
of the transactions contemplated hereby.

      Section 6.7 Stockholder Consulting Agreement. The Company shall have
executed and delivered to the Stockholder the Consulting Agreement.

      Section 6.8 Employment Agreement. The Purchaser shall have executed and
delivered to William Lambert the Employment Agreement.


                                       25
<PAGE>

      Section 6.9 Closing Certificate. At the Closing, Purchaser shall deliver
to Stockholder a certificate executed on behalf of Purchaser stating that the
conditions set forth in Sections 6.1 and 6.2 of this Agreement have been
satisfied.

                                   ARTICLE VII

                      CONDITIONS TO PURCHASER'S OBLIGATIONS

      Section 7. Conditions to Purchaser's Obligations. The purchase of the
Stock by Purchaser on the Closing Date is conditioned upon the satisfaction or
waiver by Purchaser, at or prior to the Closing, of the following conditions:

      Section 7.1 No Material Adverse Change. Prior to the Closing Date, there
shall be no material adverse change in the business, assets, liabilities,
condition (financial or otherwise) or results of operations of the Company,
whether as a result of any legislative or regulatory change, revocation of any
license or rights to do business, fire, explosion, accident, casualty, labor
trouble, flood, drought, riot, storm, condemnation or act of God or other public
force or otherwise.

      Section 7.2 Truth of Representations and Warranties. The representations
and warranties of the Stockholder contained in this Agreement shall be true and
correct on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date.

      Section 7.3 Performance of Agreements. Each and all of the agreements of
the Stockholder to be performed at or before the Closing pursuant to the terms
hereof shall have been duly performed.

      Section 7.4 No Litigation Threatened. No action or proceedings shall have
been instituted or, to the best knowledge, information and belief of the
Stockholder, threatened before a court or other government body or by any public
authority to restrain or prohibit any of the transactions contemplated hereby.

      Section 7.5 No Governmental Prohibition; Approvals. No Government Entity
shall have enacted, issued, promulgated or enforced any statute, rule,
regulation or other order which shall then be in effect restraining or
prohibiting the sale of the Stock. All approvals and other consents and
approvals, if any, necessary to permit the consummation of the transactions
contemplated by this Agreement shall have been received.

      Section 7.6 Opinion of Stockholder's Counsel. Purchaser shall have
received the opinion of Stanley J. Yates, Esq., counsel to the Stockholder,
dated the Closing Date, in the form set forth in Schedule 7.6 attached hereto.

      Section 7.7 Stockholder Consulting Agreement. Stockholder shall have
executed and delivered to the Company the Consulting Agreement.


                                       26
<PAGE>

      Section 7.8 Employment Agreement. William Lambert shall have executed and
delivered to the Purchaser the Employment Agreement.

      Section 7.9 Good Standing and Other Certificates. Stockholder shall have
delivered to Purchaser (a) copies of the Company's Certificate of Incorporation,
including all amendments thereto, certified by the Secretary of State or other
appropriate official of the State of California, (b) a certificate from the
Secretary of State or other appropriate official of the State of California to
the effect that the Company is in good standing and listing all charter
documents of the Company on file, and (c) a copy of the Certificate of
Incorporations and By-Laws of the Company, certified by the Secretary of the
Company as being true and correct and in effect on the Closing Date.

      Section 7.10 Leases. The Old Lease shall have been terminated.

      Section 7.11 Closing Certificate. At the Closing, Stockholder shall
deliver to Purchaser a certificate executed on behalf of the Company and
Stockholder stating that the conditions set forth in Sections 7.2 and 7.3 have
been satisfied.

                                  ARTICLE VIII

                             TERMINATION AND DEFAULT

      Section 8.1 Termination. This Agreement may be terminated at any time on
or before the Closing Date (a) by mutual written agreement of all of the parties
hereto, (b) by the Stockholder or Purchaser if the Closing Date shall not have
occurred on or before May 3, 2000, (c) by Purchaser, by written notice to the
Stockholder, if there has been a material violation or breach by the Stockholder
of any agreement, representation or warranty contained in this Agreement which
has rendered the satisfaction of any condition to the obligations of Purchaser
specified in Article VII hereof impossible and such violation or breach has not
been waived by Purchaser or cured by the Stockholder within 5 days after written
notice of such violation or breach, or (d) by the Stockholder, by written notice
to Purchaser, if there has been a material violation or breach by Purchaser of
any agreement, representation or warranty contained in this Agreement which has
rendered the satisfaction of any condition to the obligations of the Stockholder
specified in Article VI hereof impossible and such violation or breach has not
been waived by the Stockholder or cured by Purchaser within 5 days after written
notice of such violation or breach.

      Section 8.2 Procedure and Effect of Termination. In the event of
termination of this Agreement pursuant to clause (b) of Section 8.1, written
notice thereof shall forthwith be given by the terminating party to the other
party and this Agreement shall terminate; and in the event of termination of
this Agreement pursuant to clause (a), (c), (d) of Section 8.1, this Agreement
shall terminate, and in each case the transactions contemplated hereby shall be
abandoned, without further action by any of the parties hereto, and there shall
be no liability on the part of the Stockholder or the Purchaser, except that the
foregoing shall not relieve any party from liability for damages actually
incurred as a result of a breach by it of this Agreement.


                                       27
<PAGE>

                                   ARTICLE IX

           SURVIVAL OF COVENANTS AND REPRESENTATIONS; INDEMNIFICATION

      Section 9.1 Survival of Covenants and Representations. The respective
covenants, representations and warranties of the parties hereto contained in
this Agreement shall survive the purchase and sale of the Stock contemplated
hereby irrespective of any due diligence undertaken by Purchaser with respect to
the business of the Company.

      Section 9.2 Indemnification of Purchaser. The Stockholder agrees to
defend, indemnify and hold harmless Purchaser and the Company and their
respective directors, officers and agents (each a "Purchaser Indemnitee") from
and against, and to reimburse any Purchaser Indemnitee with respect to any and
all damage, loss, claim, obligation, liability, costs (including reasonable
attorneys' fees, disbursements and expenses), expenses and deficiency
(collectively, "Loss and Expense") asserted against or incurred by a Purchaser
Indemnitee by reason of, arising out of, or in connection with (i) the failure
of any representation or warranty made in or pursuant to this Agreement by the
Stockholder to be true and correct in all respects as of the date of this
Agreement and as of the Closing Date, and (ii) any breach or nonfulfillment of
any covenant or obligation of the Stockholder under this Agreement.

      Section 9.3 Indemnification of the Stockholder. Purchaser agrees to
defend, indemnify and hold harmless the Stockholder from and against, and to
reimburse Stockholder with respect to any and all Loss and Expense suffered by
reason of, arising out of or resulting from (i) the failure of any
representation or warranty made in or pursuant to this Agreement by Purchaser to
be true and correct in all respects as of the date of this Agreement and as of
the Closing Date; (ii) any breach or nonfulfillment of any covenant or
obligation of Purchaser under this Agreement; and (iii) the business conducted
by the Company after the Closing Date, provided, however, that Purchaser's
entitlement to indemnification with respect to any Loss and Expense resulting
from any order for the purchase of any of the Company's products, or for the
performance of any services by the Company which existed prior to the Closing
Date and which shall not have been fulfilled on or prior to the Closing Date
shall be based upon an apportionment of liabilities between the pre-Closing and
post-Closing managements of the Company with respect to the cause or causes of
such Loss and Expense).

      Section 9.4 Indemnification Procedures.

            9.4.1 Non-Third Party Claims. In the event that any person entitled
to indemnification under this Agreement (an "Indemnified Party") asserts a claim
for indemnification which does not involve a Third Party Claim (as defined in
Section 9.4.2), against which a person is required to provide indemnification
under this Agreement (an "Indemnifying Party"), the Indemnifying Party may
acknowledge and agree by notice to the Indemnified Party in writing to satisfy
such claim within 30 days of receipt of notice of such claim from the
Indemnified Party. In the event that the Indemnifying Party disputes such claim,
the Indemnifying Party shall provide written notice of such dispute to the
Indemnified Party


                                       28
<PAGE>

within 30 days of receipt of notice of such claim, setting forth a reasonable
basis of such dispute. In the event that the Indemnifying Party shall fail to
provide written notice to the Indemnified Party within 30 days of receipt of
notice from the Indemnified Party that the Indemnifying Party either
acknowledges and agrees to pay such claim or disputes to such claim, the
Indemnifying Party shall be deemed to have acknowledged and agreed to pay such
claim in full and to have waived any right to dispute such claim. Once the
Indemnifying Party has acknowledged and agreed to pay any claim pursuant to this
Section 9.4.1, or once any dispute under this Section 9.4.1 has been finally
resolved in favor of indemnification by a court or other tribunal of competent
jurisdiction, the Indemnifying Party shall pay the amount of such claim to the
Indemnified Party within 10 days of the date of acknowledgment or resolution, as
the case may be, to such account and in such manner as is designated in writing
by the Indemnified Party.

            9.4.2 Third Party Claims.

            (a) In the event that any Indemnified Party asserts a claim for
indemnification or receives notice of the assertion of any claim or of the
commencement of any action or proceeding by any person who is not a party to
this Agreement or an affiliate of a party to this Agreement (a "Third Party
Claim") against an Indemnifying Party, the Indemnified Party shall give written
notice together with a statement specifying the basis of such Third Party Claim
to the Indemnifying Party within 20 days after learning of such claim (or within
such shorter time as may be necessary to give the Indemnifying Party a
reasonable opportunity to respond to such claim). The Indemnifying Party shall
have the right, upon written notice to the Indemnified Party (the "Defense
Notice") within 20 days after receipt from the Indemnified Party of notice of
such Third Party Claim which notice by the Indemnifying Party shall specify the
counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at
its expense the defense against such Third Party Claim in its own name, or if
necessary in the name of the Indemnified Party; provided, however, that the
Indemnified Party shall have the right to approve the Defense counsel, which
approval shall not be unreasonably withheld or delayed.

            (b) In the event that the Indemnifying Party, within such 20 day
period, fails to give the Defense Notice, the Indemnified Party shall have the
right to conduct the defense and to compromise and settle such Third Party
Claim, without prior consent of the Indemnifying Party and the Indemnifying
Party will be liable for any Loss and Expense (including any settlement amounts)
paid or incurred in connection therewith.

            (c) In the event that the Indemnifying Party disputes the claim for
indemnification against it, such Indemnifying Party shall notify the Indemnified
Party to such effect within 20 days after learning of such claim (or within such
shorter time as may be necessary to give the Indemnified Party a reasonable
opportunity to respond to such Third Party Claim). In such event the Indemnified
party shall have the right to conduct the defense to compromise and settle such
Third Party Claim, without prior consent of the Indemnifying Party, and, once
such dispute has been finally resolved in favor of indemnification by a court or
other tribunal of competent jurisdiction or by mutual agreement of the
Indemnified and Indemnifying Party, the Indemnifying Party shall within 10 days
of the date of such resolution or agreement, pay to the Indemnified Party any
Loss or Expense (including any settlement amounts) paid or incurred by the
Indemnified Party in connection with such Third Party Claim.


                                       29
<PAGE>

            (d) In the event that the Indemnifying Party does deliver a Defense
Notice and thereby elects to conduct the defense of the Third Party Claim, the
Indemnifying Party shall be entitled to have the exclusive control over the
defense of the Third Party Claim and the Indemnified Party will cooperate in
good faith with and make available to the Indemnifying Party such assistance and
materials as it may reasonably request, all at its expense to participate in the
defense assisted by counsel of its own choosing. The Indemnifying Party will not
settle the Third Party Claim or cease to defend against any Third Party Claim as
to which it has delivered a Defense Notice, without the prior written consent of
the Indemnified Party, and except as set hereinafter set forth such consent will
not be unreasonably withheld or delayed. The Indemnified Party may withhold its
consent if as a result of such settlement or cessation of defense, (i)
injunctive relief or specific performance would be imposed against the
Indemnified Party, or (ii) such settlement or cessation would lead to liability
or create any financial or other obligation on the part of the Indemnified Party
for which the Indemnified Party is not entitled to indemnification hereunder.

            (e) If an Indemnified Party refuses to consent to a bona fide offer
of settlement which provides for a full release of the Indemnified Party and its
affiliates relating to the claims underlying the offer of settlement and solely
for a monetary payment which the Indemnifying Party wishes to accept, the
Indemnified Party may continue to pursue such matter, free of any participation
by the Indemnifying Party, at the sole expense of the Indemnified Party. In such
an event, the obligation of the Indemnifying Party shall be limited to the
amount of the offer of settlement which the Indemnified Party refused to accept
plus the reasonable costs and expenses of the Indemnified Party incurred prior
to the date the Indemnifying Party notified the Indemnified Party of the offer
of settlement.

            (f) Notwithstanding clause (d) above, the Indemnifying Party shall
not be entitled to control, but may participate in, and the Indemnified Party
shall be entitled to have sole control over, the defense or settlement of any
claim (i) that seeks a temporary restraining order, a preliminary or permanent
injunction or specific performance against the Indemnified Party, (ii) to the
extent such claim involves criminal allegations against the Indemnified Party,
(iii) to the extent such Third Party Claim involves criminal allegations against
the Indemnified Party or (iv) if such Third Party Claim would impose liability
on the part of the Indemnified Party for which the Indemnified Party is not
entitled to indemnification hereunder. In such an event, the Indemnifying Party
will still have all of its obligations hereunder provided that the Indemnified
Party will not settle the subject claim without the prior written consent of the
Indemnifying Party, which consent will not be unreasonably withheld or delayed.

            (g) Any final judgment entered or settlement agreed upon in the
manner provided herein shall be binding upon the Indemnifying Party, shall
conclusively be deemed to be an obligation with respect to which the Indemnified
Party is entitled to prompt indemnification hereunder.

            (h) A failure by an Indemnified Party to give timely, complete or
accurate notice as provided in this Section 9.4 will not affect the rights or
obligations of any party hereunder except and only to the extent that, as a
result of such failure, any party entitled to received such notice was deprived
of its right to recover any payment under its applicable


                                       30
<PAGE>

insurance coverage or was otherwise directly and materially damaged as a result
of such failure to give timely notice.

      Section 9.5 Adjustments to Purchase Price. Any indemnification payments
made under this Article IX shall be deemed to be adjustments to the purchase
price being paid hereunder.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      Section 10.1 Amendment and Modification. This Agreement may be amended,
modified or supplemented only by written agreement signed by each of the parties
hereto.

      Section 10.2 Waiver of Compliance. Except as otherwise provided in this
Agreement, any failure of any of the parties to comply with any obligation,
covenant, agreement or condition herein may be waived by the party entitled to
the benefits thereof only by a written instrument signed by the party granting
such waiver, but such waiver or failure to insist upon strict compliance with
such obligation, covenant, agreement or condition shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure.

      Section 10.3 Notices. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed given if delivered
personally or by facsimile transmission or reputable overnight courier service
(such as Federal Express or UPS) or three days after mailed by registered or
certified mail (return receipt requested), postage prepaid, to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice: provided, however, that notices of a change of address
shall be effective only upon receipt thereof):

      (a) if to the Stockholder, to:

                           Ernest M. Emery
                           c/o E Square Technology Corporation
                           4475 Dupont Court
                           Suite 9
                           Ventura, California 93003
                           Phone: (805) 644-9544
                           Fax: (805) 644-9584

            and to:

                           Stanley J. Yates, Esq.
                           260 Maple Street
                           Suite 230
                           Ventura, California 93003
                           Phone: (805) 658-1525
                           Fax: (805) 658-7451


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<PAGE>

      (b) and if to Purchaser, to:

                           Mikron Instrument Company, Inc.
                           16 Thornton Road
                           Oakland, New Jersey 07436
                           Attn: Chief Executive Officer
                           Phone: (201) 405-0900
                           Fax: (201) 405-0090

                  and to:

                           Hall Dickler Kent Friedman & Wood LLP
                           909 Third Avenue
                           New York, New York 10022
                           Attn: Steven D. Dreyer, Esq.
                           Phone (212) 339-5400
                           Fax (212) 935-3121

      Section 10.4 Assignment. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors, heirs, executors, administrators and permitted assigns.
Neither this Agreement nor any of the rights, interests or obligations hereunder
may be assigned by any party hereto without the prior written consent of the
other party hereto, nor is this Agreement intended to confer upon any other
person except the parties hereto and their respective successors, heirs,
executors, administrators and permitted assigns any rights, remedies,
obligations or liabilities hereunder.

      Section 10.5 Governing Law. The interpretation and construction of this
Agreement, and all matters relating hereto, shall be governed by the laws of the
state of New Jersey applicable to contracts executed and to be performed
entirely within the state of New Jersey.

      Section 10.6 Jurisdiction. Any judicial proceeding brought by or against
any of the parties to this Agreement or any dispute under or arising out of or
in connection with this Agreement or any matter related hereto will be brought
in the courts of the State of New Jersey, or in the United States District Court
for the District of New Jersey, and by execution and delivery of this Agreement,
each of the parties to this Agreement accepts the exclusive jurisdiction of such
courts, and irrevocably agrees to be bound by any judgment (as finally
adjudicated) rendered thereby in connection with this Agreement. Each party
agrees that service of process in any such action or proceeding may be made by
certified mail or registered mail, return receipt requested, at the address of
such party as set forth above. If any party to this Agreement asserts or alleges
that the other has breached the terms of this Agreement, the asserting/alleging
party shall not commence any litigation proceedings until all of the following
procedures have been reasonably exhausted:

            (a) First Priority; Meet and Confer. The parties shall arrange to
meet and confer for the purpose of discussing the assertions/allegations and
attempting to reach a plan of resolution. To attain resolution, the parties
shall deal in good faith and take all reasonable steps necessary to accomplish
resolution.


                                       32
<PAGE>

            (b) Second Priority; Mediation. After the parties meet and confer as
required under 10.6(a) hereof, if the parties are still unable to resolve the
controversy to all parties' satisfaction, the parties shall promptly thereafter
mediate their controversy. The parties shall select a neutral mediator to
conduct the mediation. If the parties are unable to select such mediator, each
shall select one representative and they shall select a third party who shall
serve as mediator. The parties shall divide the cost of mediation equally.

            (c) Attorney Fees/Costs Otherwise. No party can waive the
prioritized methods of resolution set forth in subsections (a) and (b) hereof.
In the event that either party commences proceedings in any court before
following the methods of resolution under subsections (a) and (b) hereof, then
the party who commences such proceedings shall have waived its right to
counsel's fees and shall be liable to pay the other party's attorney fees and
costs regardless of who ultimately prevails in such court action.

      Section 10.7 "Person" and "Party" Defined. "Person" shall mean and include
an individual, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and a government or other department or agency
thereof. Except where the context otherwise requires, "party" shall mean
Purchaser and Stockholder.

      Section 10.8 "Business Day" Defined. "Business Day" shall mean any day
except Saturday, Sunday and any day which shall be in New York City a legal
holiday or a day on which banking institutions are authorized or required by law
or other government action to close.

      Section 10.9 Counterparts. This Agreement may be executed in two or more
counterparts, each of which together shall constitute one and the same
instrument.

      Section 10.10 Interpretation. The Article and Section headings contained
in this Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not in any way affect the meaning or
interpretation of this Agreement.

      Section 10.11 Severability. The invalidity or unenforceability of any
particular provision of this Agreement shall be construed in all respects as if
such invalid or unenforceable provision were omitted. All provisions of this
Agreement shall be enforced to the full extent permitted by law.

      Section 10.12 Entire Agreement. This Agreement, including the Exhibits,
Schedules, documents, certificates and instruments referred to herein, embodies
the entire agreement and understanding of the parties hereto in respect of the
transactions contemplated by this Agreement. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such
transactions.

          [the balance of this page has been left blank intentionally]


                                       33
<PAGE>

      Section 10.13 Third Party Beneficiaries. Each party hereto intends that
this Agreement shall not benefit or create any right or cause of action in or on
behalf of any person other than the parties hereto, except for the Company's
rights pursuant to Section 5.3 hereof.

      Section 10.14 Expenses. The parties hereto shall pay all of their own
expenses relating to the transactions contemplated by this Agreement, including,
without limitation, the fees and expenses of their respective counsel and
financial advisers. However, Purchaser shall be solely responsible for the
payment of any fees due and owing to the Escrow Agent pursuant to the Escrow
Agreement.

      In Witness Whereof, the parties have executed this Agreement as of the
date first set forth above.

                                        MIKRON INSTRUMENT COMPANY, INC.

                                        By:_____________________________________
                                           Dennis Stoneman, Vice President


                                        THE EARNEST M. EMERY AND CAROLINE EMERY
                                        FAMILY TRUST U/D/O 4/8/94

                                        By:_____________________________________
                                           Earnest M. Emery, Trustee

                                        By:_____________________________________
                                           Caroline Emery, Trustee


                                       34