ACQUISITION AGREEMENT
        Acquisition agreement made this 23rd day of December, 1998 among:


                          CPM Associates Holding Corp.
                              184 West Main Street
                           Tarrytown, New York, 10591

                                                                      ("Buyer")

                                       and

               Contracting, Planning, Management, Associates, Inc.
                           D/b/a CPM Associates, Inc.
                                  195 Route 125
                         Brentwood, New Hampshire 03833,
                           a New Hampshire corporation

                                                                (the "Company")


                                       and

              William J. Poleatewich, Jr. and Marta L. Poleatewich
                                  195 Route 125
                         Brentwood, New Hampshire, 03833
                               Married individuals
                                                                     ("Seller")


WHEREAS;

A.  Buyer,  directly  and through one or more subsidiaries, intends to engage in
the  Furniture  and  Fixture  business.


B.  The  parties  hereto deem it to be in the best interest of each of them that
Buyer  purchase  80  percent  of the issued and outstanding capital stock of the
Company, an S Corporation, and generally succeed to the business of the Company,
all  pursuant  to  such  terms,  provisions and conditions as the parties hereto
shall  agree.












<PAGE> 67

NOW, THEREFORE, WITNESSETH, that for and in consideration of the premises and of
the  mutual  promises  and  covenants  hereinafter set forth, the parties hereto
agree  as  follows:

I.  CERTAIN  DEFINITIONS

As  used  in  this  agreement,  the  term:

A.  "Environmental,  Health  and  Safety  Laws"  means,  collectively,  the
Comprehensive  Environmental  Response,  Compensation  and Liability act, 42 USC
Section  9601  et. seq.; Emergency Planning and Community Right to Know Act, 42,
USC  11001  et.seq.;  the Resource Conservation and Recovery Act, 42 USC Section
691  et.  seq.;  the Federal Water Pollution Act, 33 USC Section 1251, et. seq.;
the Safe Drinking Water Act, 42 USC Section 330(f) et. seq.; the Toxic Substance
Control  Act,  15  USC Section 7401 et. seq.; the Occupational Safety and Health
Act,  29  USC  Section  651,  et.  seq.; 42 U.S.C. Section 7401 et. seq. Each as
amended  together  with the regulations promulgated in connection with the above
statutes and those pertaining to asbestos including 40 CFR part 61 subpart M and
29  CFR  1910.1001 and 1926.58; N.H. RSA 125-C, 125-I, 146-A, 146-C, 147, 147-A,
147-B,  149-M,  482-A,  485, 485-A, 485-C; including all regulations thereunder.

B.  "Knowledge"   (including  derivatives,   e.g.  "Know",  etc.)  means  actual
knowledge,  including  that  knowledge  which  would  result  from  a reasonable
investigation   following   actual   knowledge   of  any   underlying  facts  or
circumstances relating  thereto,  but  nothing  herein shall obligate a Party to
undertake  any  special  investigation   in  conjunction  with  the  transaction
contemplated  by  this
Agreement.



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

II.  PURCHASE  AND  PAYMENT

     1.  Purchase  and  Sale  of  Stock.

A.  Buyer  agrees to purchase from the Seller and Seller agrees to sell, assign,
transfer and deliver to Buyer 80 percent of the issued and outstanding shares of
stock  of  the company owned by Seller as described in Schedule A annexed hereto
and  made  a  part  of  (collectively,  the  "Stock").


B.  The purchase and payment for the Stock by Buyer shall take place as the time
and  in  the manner hereinafter provided, and the sale, assignment, transfer and
delivery of the Stock by the Seller, shall take place on the Closing Date at the
Closing  as  those terms are hereinafter defined, subject tot the fulfillment of
the  conditions  hereinafter  provided.










<PAGE> 68

III.  REPRESENTATION  AND  WARRANTIES  OF  BUYER.

Buyer  hereby  represents  and  warrants  that (I) Buyer is a duly organized and
validly  existing  corporation  under  the laws of the State of Nevada, (ii) the
execution, delivery and performance of this Agreement by the Buyer has been duly
authorized  by  all  necessary corporate action, (iii) this Agreement is a valid
and  legally  binding obligation of the Buyer enforceable in accordance with the
terms  hereof,  (iv)  no  governmental  authorization, approval, order, license,
permit,  franchise or consent and no registration or fling with any governmental
authority  is required in connection with the execution, delivery or performance
of this Agreement by the Buyer, (v) the Buyer acknowledges that the Company w8ll
lose  its  status  an  as  S  corporation  as  a  result  of  the closing of the
transaction  contemplated  by  this  Agreement  (the  "Transaction"),  (vi)  the
business  and financial condition of the company has deteriorated since the date
of  the internal Financial Statements, as such term is defined herein, and that,
(vii)  after  having  performed  such  due diligence through its experienced and
sophisticated   principals  and  such  experts  as   they  deemed  necessary  or
appropriate,  are  buying  the  lettered  or restricted Stock for its investment
purposes  and  not  with  a view to redistribution on the terms set forth herein

IV.  REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY.

Seller  and  the  Company  hereby warrant and represent to Buyer that, as of the
date hereof except as otherwise stated herein and to the best of their Knowledge
as  businesspersons,  but  not  as  accountants  or attorneys, on such date, the
following  statements  are true and correct in all material respects, except for
such  exemptions  as  are set forth in Schedule D annexed hereto and made a part
hereof,  or elsewhere in this Agreement, except as to statements in Sections C.2
and  C.6. which are made only by Seller who owns the Stock with respect to which
the  statement  is  made.

     1.  Corporate  Status.

The  Company  is (a) duly organized, validly existing and in good standing under
the  laws of the State of New Hampshire; (b) has full corporate power to own all
of  its  properties  and carry on its business as it is now being conducted; and
(c)  is  qualified  to  do  business  as  a  foreign  corporation in each of the
jurisdictions  in which it operates and the character of the properties owned by
the  Company  or  could  qualify to do business as a foreign corporation without
payment  of any significant penalty should qualifications prove to be necessary,
or  the  nature  of  the  business  transacted  by  the  company  does  not make
qualification  necessary  in  any  other  jurisdiction  or  jurisdictions.

     2.  Authority  to  Sell.

Except for any limitations or restrictions imposed by federal and state statutes
regulating,  restricting  or  governing the sale of unregistered securities (the
"Securities  Regulation  Statutes"),  Seller has full right, power and authority
with  the  terms  of  this  Agreement, and otherwise to consummate and close the
transaction  provided  for  in  this  Agreement in the manner and upon the terms
herein  specified  herein.

     3.  Hazardous  Substances.

Except  for  hazardous  substances  and  wastes,  as  such terms are used in the
Environmental health and Safety laws generated, stored or used by the Company at
its  business  premises  in the ordinary course of business, the Company has not
generated,  stored  or  used  hazardous  substances  or  wastes on or within its
business  premises  to  the  best  of  the Company's and the Seller's Knowledge.


<PAGE> 69

     4.  Financial Statements.

On  or  about  September  __,  1998,  the  Company  delivered  to Buyer internal
financial  statements  dated  as  of  August 31, 1998, comprising Schedule E - 1
hereto  (the  "Internal  Financial Statements"), including the related notes and
explanatory  notes,  present  fairly the financial position of the company as of
the  date  thereof  and  the  results  of its operations for the periods therein
indicated.

     5.  Period  Since  Date  of  Internal  Financial  Statements.

From the date of the Balance Sheet constituting a part of the Internal Financial
Statements  included  in  the  Company's Schedule E Financials, the Company has:

A.  Not  affirmatively  waived, canceled or compromised any of its rights, debts
or  claims  of  substantial  value, except for its claims, demands and causes of
action  against  Fleet  Bank-NH.

B.  No  issued  any additional shares of stock, rights or options to purchase or
convert  into  such  stock  or  other  securities.

C.  Not  made  any  distribution  to  its  shareholders, as shareholders, of any
assets,  by  way  of  dividends,  purchase  of  shares  or  otherwise, except as
disclosed  on  Schedule  D  hereto.

D.  Not  mortgaged,  pledged  or  granted  a  lien  or encumbrance on any of its
properties  or assets, except with respect to equipment purchased by the company
during  such  period.

E.  Not  sold  or  transferred any of its assets, tangible or intangible, except
motor  vehicles and except inventory and other assets sold or disposed of in the
ordinary  and  usual  course  of  business.

F.  Not  incurred any uninsured casualty losses and/or incurred or become liable
for  any obligations or liabilities except the new, current liabilities incurred
in  the  ordinary  and  usual  course  of  business,  or  made any extraordinary
expenditures other than for the purchase of motor vehicles and for additions and
betterments  to  existing  plant,  equipment  and  facilities.

G.  Not  increased the rate of compensation for any of its officers or directors
nor  for  any executive employees, except as may be in accord with pas practices
and  in  the  usual  and  ordinary  course  of  business  of  the  Company

H.  Not  experienced any material adverse effect on its business, properties and
assets  as  the  result of fire, explosion, flood, drought, windstorm, accident,
strike,  embargo,  confiscation  of  vital  equipment,  material  or  inventory,
cancellation  of  contracts by any domestic or foreign government, or any agency
thereof, or customer whose business with seller represents 5% or more of sellers
gross  revenue,  riot,  activities of armed forces, or acts of God or the public
enemy  although  the  Company  has  missed or been forced to notify customers or
re-scheduled  delivery  dates.










<PAGE> 70

     6.  Capital  Structure.

The  Company  (a)  had  authority  under its charter and applicable law to issue
capital  stock  of  the  type  and  having par values as set forth in Schedule A
hereto;  (b) has no issued and outstanding shares of its capital stock whatever,
except  as specifically indicated in Schedule A hereto, all of which such shares
are  fully  paid  and  non-assessable;  (c)  does not have authorized, issued or
outstanding any subscription, option, warrant, conversion or other rights to the
issuance  or  receipt  of  shares  of  its  capital stock except as set forth in
Schedule  A  hereto  other  than  pre-emptive  rights  appurtenant to the shares
identified  in  Schedule  A; (d) has all voting rights vested exclusively in the
presently  issued  and  outstanding  capital  stock;  and (e) has outstanding no
bonds, debentures or other similar evidences of long-term indebtedness except as
specifically  disclosed in its balance sheet as of August 31, 1998, (and related
notes  thereto).

     7.  Ownership  of  Stock.

All  of  the  issued  and outstanding shares of capital stock of the company are
owned  by  William  J.  Poleatewich,  Jr.  and Marta I. Poleatewich, individuals
married  to  each  other.  Seller  owns beneficially and of record the number of
shares set forth in Schedule A hereto opposite Seller's name.  Seller holds such
stock  free and clear of all liens, claims, debts, encumbrances and assessments,
and  any and all restrictions as to sale, assignment or transferability thereof,
except  as  otherwise  disclosed  in  the  Certificate for such Stock or herein.
Subject  to  compliance  with the requirements of all federal and state statutes
and  administrative  regulations  governing   or  restricting  the  issuance  of
securities  to the extent necessary.  Seller has full right, power and authority
to  sell,  transfer and delivery all of the shares of Stock owned by said Seller
and  the  certificates  therefor, sold hereunder, to Buyer in accordance wit the
terms  of  this Agreement, and otherwise to consummate and close the transaction
provided  for  in  this  Agreement  in  the  manner  and  upon  the terms herein
specified.

     8.  Title  to  Assets.

The company has good and marketable title to all of the assets which it owns, as
set  forth  on  Schedule  B  hereto, which good and marketable title is free and
clear  of  all  mortgages,  pledges,  liens,  credit agreements, title retention
agreements  (other  than  leases), security agreements, taxes, claims, debts and
other  obligations  and  encumbrances  except  (a)  as specifically set forth in
Schedule  D, including the security interests held by Fleet Bank-NH, (b) if any,
of current taxes not yet due and payable and (c) such additional encumbrances or
imperfections  of  title, if any, which are not substantial in character, amount
or  extent  and  which  do  not materially detract from the value, or materially
interfere  wit  the  present  or  future intended use, of the properties subject
thereto  or  affected  thereby,  and which do not otherwise materially impair or
affect  the  business  and  operations  of  the  Company.   The  Company  hereby
acknowledges that it shall pay any and all present outstanding taxes owed to the
New  Hampshire  State  Sales  Tax  Division  and  the  Internal Revenue Service.











<PAGE> 71

     9.  Peaceable  Possession  of  Assets.

The  ownership  and/or  possession of all of the assets of the company have been
peaceably  and  undisturbed  and  the  title  thereto has never been disputed or
question to the knowledge of the company, nor does the Company know of any facts
by  reason  of  which  the  possession  or title thereof by the company might be
disturbed  or  questioned  or  by  reason of which any claim to its assets might
arise  or  be  set up adverse to the company.  This section is predicated on the
acceptance  of  a  proposed chapter 11 filing by the appropriate jurisdiction of
the  Bankruptcy  court  of  Hillsboro  County,  New  Hampshire.


     10.  Regulatory  Good  Standing.

The  Company  has  all  material  rights,  certificates,  authorities,  permits,
licenses,  franchises  and other authorizations necessary to and has complied in
material  respects  with  all laws applicable to, the conduct of its business in
the  manner and in the areas in which such business is presently being conducted
and  all  such  certificates, authorities, rights, permits, licenses, franchises
and  authorizations are valid, in good standing, in full force and effect, under
no  orders  of  suspension  or  restraints,  and  subject  to  no  disciplinary,
probationary  or  other  orders.  To  the best of its knowledge, the Company has
engaged  in  no  activity  whatever  which  would  cause  or lead to proceedings
involving  revocation,  suspension,  restraint, disciplinary action or any other
action whereby any of such certificates, authorities, rights, permits, licenses,
franchises  or  authorizations,  or  any   part  thereof,   might  be  canceled,
terminated,  suspended,  impaired,  lost or otherwise adversely affected, and no
action or proceeding looking to or contemplating any of the foregoing is pending
or  to  the  company's knowledge threatened, except as specifically set forth in
Schedule  D  annexed  hereto and made a part hereof.  The foregoing shall not be
deemed  to  constitute  a  warranty  or  representation  that the company as not
heretofore or shall not hereafter suffer to be committed minor and unintentional
violations of any governmental regulations of such nature as not to cause either
suspension  or  revocation  of  the  Company's  operating  authority.

     11.  Insurance.

The  policies  of  insurance described in Schedule F are presently in full force
and  effect.

     12.  Litigation.

Except  as  set  forth in Schedule B or D hereof, the on-going IRS audit and the
pending  litigation  with Fleet, the Company is not a party to any pending or to
its  Knowledge  threatened  suit,  action, proceeding, prosecution or litigation
which  might  materially  adversely  affect  the  financial condition, business,
assets,   properties,   certificates,   rights,   authorities,   franchises   or
authorizations  of  the  Company,  or materially interfere therewith, nor to the
knowledge  of  the  Company  is  there  any  threatened  or pending governmental
investigation  involving  the  company  or  any  of  its  operations,  including
inquires,  citations  or complains by any federal, state or local administration
or  agency,  which  would  materially  adversely affect the financial condition,
business  assets  or  properties  of  the company; and there are no outstanding,
existing  or   pending   judgments,   orders,  decrees,   rulings,   directives,
stipulations  or  other  mandates  of  any  court  or any public or quasi-public
agency,  body  or official which have been in any way violated as they relate to
or  affect  the  Company   or  any  of  the  Company's  properties,  businesses,
operations,  affairs  or  activities.



<PAGE> 72

     13.  Defaults.

Except  as  set  forth in Schedule B or D annexed hereto and made a part hereof,
there  are  no  material  defaults on the part of the company under any material
contract,  lease, mortgage, pledge, credit agreement, title retention agreement,
security  agreement,  lien,  encumbrance  or  any  other  commitment,  contract,
agreement or  undertaking  to  which  the  Company  is  a  party.

     14.  Tax  Returns.

Except  as  set forth in Schedule B or D annexed hereto and mad a part hereof or
otherwise   disclosed  herein,  all   returns  for   federal,  state  and  other
governmental  income  taxes,  surtaxes,  excess  profits taxes, franchise taxes,
sales  and  use  taxes,  real  and personal property taxes and any and all other
taxes  to which the Company, or its assets, operations or income may be subject,
due  as  of the date hereof, have been duly prepared and filed in good faith and
all  taxes  shown  thereon  have  been  paid  or are accrued on the books of the
Company.

     15.  Tax  Accruals.

Except  for the unpaid payroll taxes due the IRS and any sums which have been or
are  assess  as a result of the Audit, all other taxes and other assessments and
levies  which the company 8s required by law to withhold or to collect have been
duly  withheld  and collected and have been paid over to the proper governmental
authorities or are held by the Company for such payment and all such withholding
and collections and all other payments unpaid and due in connection therewith as
of  August 31, 1998 are duly reflected in the balance sheet of the company as of
said  date.

     16.  Labor  Problems.

Except as set forth in Schedule B or D annexed hereto and made a part hereof, no
labor  or  labor union problems or difficulties, strikes, walk-outs, slow downs,
job  actions,  boycotts,  arbitrations,  investigations,  litigations or similar
proceedings  with respect thereto, are presently existing, suffered, pending, or
threatened  with  respect  to  the  Company, its employees, business operations,
assets  or  properties.

     17.  Compliance  with  Law.

Except  as  set  forth in Schedule B or D annexed hereto and made a part hereof,
all  of the properties, assets and business operations of the company conform in
material  respects  with  all   applicable  ordinances,  regulations,  laws  and
statutes,  including  but  not  limited to building, zoning, safety, highway and
other  such  laws,  rules,  regulations  and  ordinances.

     18.  Infringements.

The  Company  has  never  been  charged  with  infringement  or violation of any
adversely  held patent, trademark, trade name, or copyright, with claims reading
on  operations of the company or on apparatus or methods employed by the Company
in effecting the same, which would materially adversely affect any operations of
the  Company,  nor  is  the  Company  using  or  in  any  way  making use of any
confidential information or trade secrets, of any former employer or any present
or  past  employee  of  the Company except as a result of the acquisition of the
business  of  such  former  employer.




<PAGE> 73

     19.  Truth  of  Representation.

No representation by the Company made in this Agreement and no statement made in
any certif8icate or schedule furnished in connection with the transaction herein
contemplated  contains  or  will  contain  any  knowingly  untrue statement of a
material  fact  or  knowingly  omits  or  will  omit  to state any material fact
reasonably  necessary  to make any such representation or any such statement not
misleading  to  the  Buyer  in  light  of the due diligence of the Buyer and its
officers,  employees  and  agents  have  performed and will perform prior to the
Closing.

V.  COVENANTS  OF  THE  SELLER  AND  THE  COMPANY.

Seller  hereby  covenants  and  agrees  as  follows:

     1.  Inspection  of  Records.

Through  the  date of this Agreement (the "Due Diligence Period"), the Buyer has
had  the  right  and opportunity at its own expense to make such examination and
investigations  of  the  Company's business, properties and affairs as the Buyer
deemed  necessary  or desirable for all purposes relating to this Agreement (the
"Due  Diligence")  and  to  that  end,  throughout the Due Diligence Period, the
Company  has  allowed and granted the Buyer, its officers, counsel, accountants,
auditors  and  executive  employees  (collectively,  the "Buyer") full, free and
continuos access, during normal business hours and without interference with the
conduct  of  the  Company's  business,  to  all  of  the  premises,  properties,
contracts,  commitments, leases, books, papers, documents, instruments, books of
account, minutes and other records of the company and furnished and provided the
Buyer  with  all  such  financial  and  other statements and all such additional
information  and  particulars in respect of the business, properties and affairs
of the Company as the Buyer requested from time to time during the Due Diligence
Period.

     2.  Conduct  of  Business.

During  the  period  from  the  date  hereof to the Closing Date as that term is
hereinafter  defined,  the  Company  shall:

A.  Conduct  its  business  and  operations  solely  in  its normal and ordinary
course;

B.  Issue  no  additional  shares  of  stock,  options, calls or other rights to
purchase  such  stock,  or  any  other  securities  of  any  kind  whatever;

C.  Make  no  distributions  to  its shareholders, as shareholders of any of its
assets  or  properties  by  way of dividends, purchase of shares, redemptions or
otherwise;

D.  Not  transfer  to  any  person,  firm or corporation any customers, customer
lists  or  customer  accounts  of  the  Company;

E.  Make  no increase of any kind in salary, wages, bonus or compensation of any
officer,  employee,  representative  or  agent  of  the Company or pay any extra
compensation of any kind whatever to any of such persons, except with respect to
such  increases in or additions to compensation as may be required to be paid in
accordance  with  existing  firm  and  binding  contracts and commitments of the
company and except as may be in accordance with past procedures and in the usual
and  ordinary  course  of  business  of  the  Company;



<PAGE> 74

F.  Not  sell,  transfer  or  dispose  of  any  of  the  Stock;

G.  Not  sell, transfer or dispose of any of its business, properties or assets,
tangible  or  intangible,  except for a full and fair consideration in the usual
and  ordinary  course  of  business;

H.  Make  no  purchases  or  acquisitions  of  any real or personal property nor
increase  or  decrease  inventory,  except  in  the usual and ordinary course of
business;

I.  Not  subject  any  of its business, property or assets whatever, tangible or
intangible,  to  any mortgage, lien, pledge, hypothecation or encumbrance in any
manner except for a full and fair consideration in the usual and ordinary course
of  business;

J.  Not  borrow  any  money,  make  any unusual or extraordinary expenditures or
incur  or  become  liable  for  any  obligations  or  liabilities except current
liabilities  in  the  usual  and  ordinary  course  of  its  business

K.  Not  make any loans or advances or extend any credit except in the usual and
ordinary  course  of  its  business.

     3.  Publicity.

All  notices  to  third  parties  other  than  Seller  and  all  other publicity
concerning  the transactions contemplated by this Agreement shall be planned and
coordinated  jointly  by  Buyer  and  by  the  Company

VI.  CONDITIONS  PRECEDENT  TO  CLOSING.

     1.  Seller's  Conditions  Precedent:

All  obligations  of  the  Seller  under  this  Agreement  are  subject  to  the
fulfillment of each of the following conditions, in additions to the fulfillment
of  any  and  all  other  conditions  set  forth  in  this  Agreement:

A.  Bridge  Loan.

Buyer  shall  make  available  to  the  Company  a  Bridge Loan in the amount of
$350,000  to provide working capital to the Company.  This Loan shall be made at
the prime rate of interest as published in the "Wall Street Journal".  This Loan
shall  be  made  available  pursuant  to  the  acceptance  and  approval  of the
appropriate  jurisdiction  of  the  Bankruptcy  Court  of  Hillsboro County, New
Hampshire.

B.  Performance  of  Covenants.

Each  and  every  covenant  herein made by Buyer and the Parent, which are to be
performed  at  or  prior  to the Closing Date, shall have been duly performed by
such  times including, without limitation, the payment of the Purchase Price and
the  execution  and  delivery  of  the  related  documents.

     2.  Buyer's  Conditions  of  Precedent.

All  of  the  obligations  of  the buyer under this Agreement are subject to the
fulfillment  of each of the following conditions, in addition to the fulfillment
of  any  and  all  other  conditions  set  forth  in  this  Agreement:




<PAGE> 75

A.  Effectiveness  of  Warranties.

Except  for  any representation or warranty which by its terms relates to a date
earlier  than  the  closing  or  has  been  waived  by the expiration of the Due
Diligence  Period  without  objection insofar as any circumstance, event or fact
which  existed  on  or  before  such  expiration  date, each and every on of the
warranties  and  representations  of  Seller and the Company as hereinbefore set
forth  in  Paragraph  C  hereof,  shall be true at and as of the Closing Date as
though  such  representations  were  made  at  and  as  of  such  time.

B.  Performance  of  Covenants.

Each  and  every covenant herein made by Seller and the company, as set forth in
paragraph  D,  which  are to be performed at or prior to the Closing Date, shall
have  been  duly  performed  by  such  time.

VII.  INDEMNIFICATION

     1.  Buyer  shall  be  indemnified  by  Seller  and  the Company as follows:

Seller  and  the  Company  shall  indemnify and hold harmless the buyer from and
against  any  losses,  damages  or expenses which may be suffered or incurred by
Buyer   arising  from  or   by  reason  of  the   inaccuracy  of  any  Surviving
Representation.  Without  expanding  Seller's  liability under the terms of this
Agreement,  Seller  shall  have  no  liability  under this Section for any loss,
damage, expense or amount suffered or incurred by Buyer or the  Company (a) as a
result  of  any  election  made  by  the  Buyer or the Company subsequent to the
Closing  under  Section  338 of the Internal Revenue Code of 1954, as amended or
(b) which is covered by Insurance maintained by the Company on the Closing Date.

     2.  The  Buyer  shall  indemnify  the Company and Seller and shall hold the
Company  and Seller harmless, on demand, from and against any losses, damages or
expenses which may be suffered or incurred by the Company or Seller arising from
or  by reason of the inaccuracy of any statements, representation or warranty of
the  Buyer  made  herein  or in any statement, representation or warranty of the
Buyer  made  herein  or  in any document or instrument delivered by the Buyer to
Seller  or  the Company in connection with the transactions herein contemplated,
or  the  failure of Buyer to perform any agreement or covenant made by it herein
or  in any document or instrument delivered by Buyer to Seller or the Company in
connection  with  the  transactions  herein  contemplated.

VII.  CLOSING

     1.  Time  and  Place.

The  closing  under  this Agreement (the "Closing") and all deliveries hereunder
shall  take  place  on a date and place acceptable to both parties (the "Closing
Date").

     2.  Delivery  of  Documents.

At  the  Closing, the Company will deliver to the Buyer the following documents:









<PAGE> 76

A.  A  written  opinion,  dated on the Closing Date, of counsel representing the
Company,  in  the  form of Schedule G hereto, to the effect that the Company has
been  duly  incorporated  and  is  on  the  closing  date  validly existing as a
corporation  in  good standing under the laws of the state of its incorporation;
that  the  Company is duly qualified or licenses as a foreign corporation in all
other  states  in  which  it  does  business;  that  the shares of capital stock
delivered  by  Seller  to  Buyer at the closing have been validly issued and are
outstanding,  fully  paid,  and non-assessable, and constitute all of the issued
and  outstanding  shares  of  capital  stock  of  the Company; that such counsel
knows  of  no  litigation,  proceeding  or  investigations pending or threatened
against  the  Company  or  Seller  which  might  result  in any material adverse
change  in the validity  of this Agreement or of any action taken or to be taken
pursuant to or in  connection  with the provisions of this Agreement, other than
as  represented  elsewhere  in  this  Agreement;  and  that to thee knowledge of
such  counsel  the sale, transfer, assignment and delivery by Seller to Buyer of
the Stock pursuant to  this  Agreement  will vest in buyer all rights, title and
interest in and to such  Stock  free  and  clear  of  all  liens,  encumbrances,
and  equities.

B.  A  written  confirmation  dated  the  Closing  Date,  by  the Accountant who
reviewed  any  and  all  of the financial statements of the Company and who most
recently examined the books and records of the Company in the form of Schedule H
hereto.

C.  A certificate of the Chief Operating Officer and the Chief Financial Officer
of  the Company, dated the Closing Date certifying to the best of his knowledge,
in  reasonable  detail  as  buyer  may  request  on  and as of said date, to the
fulfillment,  as  of  the  Closing Date, of each and every one of the conditions
precedent  to the closing set forth in paragraph E hereof to the extent required
thereby.

D.  Such  additional  copies  or  duplicate  originals  of  the  above described
documents  and  such other documents, undertakings and assurances as Buyer shall
reasonably require, all of which documents, undertakings and assurances shall be
delivered  to  Buyer sufficiently in advance of the Closing Date, as Buyer shall
reasonably  require,  so  as  to  permit  adequate  inspect8ion  and examination
thereof,  all  of  which  documents undertakings and assurances shall be in form
reasonably  satisfactory  to  counsel  to  Buyer.

At  the  Closing,  Buyer  will  deliver  to  each  Seller  the  following:

E.  A  written  opinion  of  counsel  to  Buyer, dated as of the Closing, to the
effect  of the representations of Buyer and the Majority Stockholders in Section
B  hereof.

IX.  CONFIDENTIALITY.

All  information  and documentation provided or to be provided by the Company or
Seller  to  Buyer  in  connection  with  this  Agreement  and  the  transactions
contemplated  hereby has been and shall be provided in the strictest confidence.
Pending  the  Closing,  Buyer  covenants  and  agrees  not  to  use  any of such
information  or  documentation  in or for the benefit of any business engaged in
directly  or  indirectly  by  buyer  and  not to furnish or disclose any of such
information  or  documentation  to  any  person or company.  If the transactions
contemplated  by this Agreement are not consummated, Buyer covenants  and agrees
to  return  all such information and documentation to the Company and not retain
any  copies  thereof,  and  buyer  further  covenants and agrees to maintain the
confidentiality  of such information and documentation and to neither use any of
it  in  or  for the benefit of any business engaged in directly or indirectly by
the  Buyer  nor  furnish  or  disclose  any  of  it  to  any  person or company.

<PAGE> 77

X.  GENERAL  PROVISIONS.

     1.  Brokerage  Fees.

Buyer will pay brokerage fees to BKR International Mergers & Acquisitions group,
LLC  and  Leveson  Associates,  Inc.  by separate agreements and the Buyer shall
hold  the  Seller  harmless  from  any  claim  for  the  payment  of  such fees.

     2.  Conversion  Rights.

William  J.  Poleatewich,  Jr.  and  Marta L. Poleatewich will have the right to
convert their stock into the shares of any public company that may in the future
acquire  or  merge  with  the  Buyer.

3.  Due  Diligence.

The  Buyer  has conducted its own Due Diligence and has a right granted to it by
this  Agreement  the  authority  to  have  its  own  auditors conduct a full and
expansive  audit  of  the  books  and  records  of  CPM, in the normal course of
auditing  for year end purposes on or before August 1, 1999 (the "Unwind Date").
Should  it  be  finally  determined  that Seller or the Company has breached any
Surviving  Representation,  then the Buyer shall have the right to call upon the
un-wind  provisions  as  delineated  herein.

     4.  Restructure  of  Debt.

The  Seller and the Company agree to make a good faith effort to restructure the
debt  with  Fleet  Bank  and  various  other  vendors.  The  parameters  of  the
restructure  is  to  include:

A.  Fleet  Bank  accepting $360,.000 in full payment of debt owed to it from the
Company  at  closing.

B.  Mutual  releases  covering Fleet Bank, the Company and the guarantors of the
debt.

C.  The  Company  will  make  a  good  faith  effort  to restructure outstanding
accounts  payable.

     5.  Employment  Contracts.

William  J.  Poleatewich,  Jr.  will  continue  as president and Chief Operating
Officer  of  the  Company  pursuant to an employment agreement terms of which to
include  a  salary  of $100,000 per year for a 5 year period.  This Agreement is
subject  to  the execution of Employment contracts satisfactory to both parties.

Marta L. Poleatewich will continue as Vice President and Chief Financial Officer
of  the  Company pursuant to an employment agreement terms of which to include a
salary  of  $40,000  per year for a 5 year period.  This Agreement is subject to
the  execution  of  Employment  Contracts  satisfactory  to  both  parties.

     6.  Non-Compete  Agreements.

William J. Poleatewich and Marta L. Poleatewich will sign non-compete agreements
satisfactory  to  the  Buyer  and  to  the  Seller.






<PAGE> 78

     7.  Corporate  Action.

Prior  to  the Closing Date, the Board of Directors of the Company and the Buyer
shall  have  duly  adopted  resolutions  to  the same effect with respect to the
aforesaid  matters.

     8.  Termination.

In the event any of the foregoing conditions shall not be fulfilled prior to the
Closing,  unless  caused  by  any action or failure to act on the part of Buyer,
Buyer  shall  have  the  right  to  terminate the Agreement by notice thereof in
writing  to  the  Company,  and  the parties thereto shall be restored as far as
possible  to  status  quo,  whereupon  the  parties hereto shall have no further
obligations  or  liabilities  hereunder,  one  against the other, except for the
obligation  of Buyer under Section H hereof which shall survive a termination of
this  Agreement.

     9.  Refinancing  of  Certain  Debt.

The  Seller  and  the  Company  will  make  a  good  faith  effort to pursue the
refinancing of certain corporate debt through key bank and will notify the Buyer
promptly  of  any  change  in  the  status  of  these  negotiations.

     10.  Survival  of  Representations,  Warranties  and  Covenants.

The affirmations, representations and warranties by Seller and/or the Company in
Paragraph  IV,  3.  and  4.  of this Agreement (the "Surviving Representations")
shall survive the Closing until August 1, 1999 when they shall expire and become
non-actionable.  Except  for the Surviving Representations, the representations,
warranties,  covenants  indemnities  and other agreements herein contained shall
not survive the closing and shall expire and become non-actionable automatically
at the conclusion of the Closing for a period not to exceed nine months from the
date  of  Closing.

     11.  Diligence.

The  parties  hereto  agree that each shall with reasonable diligence proceed to
take  all action which may be reasonably required to consummate the  transaction
herein  contemplated.

     12.  Waivers.

Each  party  hereto  may:

A.  Extend  the  time  for  performance  of  any of the obligations of the other
party;

B.  Waive  in writing any inaccuracies in representations and warranties made to
it  contained  in  this  Agreement  or any schedule hereto or any certificate or
certificates  delivered  by any of the other parties pursuant to this Agreement;
and

C.  Waive  in  writing  the  failure  of  performance  of any of the agreements,
covenants,  obligations  or  conditions of the other parties herein set forth or
alternatively  terminate  this  Agreement  for  such  failure.






<PAGE> 79

     13.  Non-Waiver.

The  waiver by any party hereto of any breach, default, inaccuracy or failure by
another  party  with  respect to any provision of this Agreement or any schedule
hereto  shall  not  operate  or  be construed as a waiver of any other provision
thereof  or  of  any  subsequent  breach  thereof.

14.  Further  Assurances.

Each  party  hereto  agrees  to  execute  such further documents or instruments,
requested  by the other party, s may be reasonably necessary or desirable to the
effect  the  purposes  of this Agreement and to carry out its provisions, at the
expense  of  the  party  requesting  the  same.

     15.  Entire  Agreement.

This  Agreement  constitutes  a  complete  statement  of  all  the arrangements,
understandings  and  agreements between the parties, and all prior memoranda and
oral  understandings  with  respect thereto are merged in this Agreement.  There
are  no  representations,  warranties, covenants, conditions or other agreements
among  the  parties  except  as  herein  specifically set forth, and none of the
parties  hereto shall rely on any statement by or on behalf of the other parties
which  is  not  contained  in  this  Agreement.

     16  Governing  Law.

Irrespective  of  the  place  of  execution or performance of this Agreement, it
shall  be  governed by and construed in accordance with the laws of the State of
new  Hampshire  applicable to contracts made and to be performed in the State of
New  Hampshire, and cannot be changed, modified, amended or terminated except in
writing,  signed  by  the  parties  hereto.

     17.  Benefit  and  Assignablity.

This  agreement  shall  bind  and inure to the benefit of the parties hereto and
their  respective  legal  representatives,  successors  and  assigns,  provided,
however,  that  this Agreement cannot be assigned by any party except by or with
the  written  consent  of  the  others.  Nothing  herein expressed or implied is
intended  or  shall  be  construed to confer upon or to give any person, firm or
corporation   other  than   the  parties  hereto   and  their  respective  legal
representatives,  successors,  and  assigns  any  rights or benefits under or by
reason  of  this  Agreement.

     18.  Approval  of  Counsel.

The  form  of  all  legal  proceedings  and  of all papers and documents used or
delivered  hereunder, shall be subject tot the approval of counsels to Buyer and
Seller.

    19.  Costs.

The  Buyer  shall  not  be  entitled  to  reimbursement of the Buyer's costs and
expenses of the transaction.  The costs and expenses of the Seller in connection
with  this Agreement and the transactions contemplated hereby shall be borne and
paid  by  CPM  Associates.






<PAGE> 80

     20.  Counterparts.

This  Agreement  may  be  executed  in any number of counterparts, each of which
shall  be deemed an original, but all of which together shall constitute one and
the  same  Agreement.

     21.  Notices.

Any  notices  and  other communications under this Agreement shall be in writing
and  shall  be  considered  given if delivered personally or mailed by certified
mail to the party, for whom such notice is intended, at the address indicated at
the  outset hereof (or at such other address as such party may specify by notice
to  the  other  parties  hereto).

     22.  Headings.

The  headings  in  this  Agreement  are  intended  solely for the convenience of
reference  and shall be given no effect in the construction or interpretation of
this  Agreement.

     23.  Further  Action.

Any  further  action  required  or  permitted  to be taken under this Agreement,
including  giving notices, executing documents, waiving conditions, and agreeing
to  amendments  or modifications, may be taken on behalf of a party by its Board
of  Directors,  its  President  or  any  other person designated by its Board of
Directors,  and  when  so  taken  shall  be  deemed  the  action  of  such party

IN WITNESS WHEREOF, the parties hereto have respectively executed this Agreement
the  day  and  year  first  above  written.


BUYER                                     SELLER

CPM ASSOCIATES HOLDING CORP.             By:  /s/ William J. Poleatewich, Jr.
                                         Witness: /s/ signed
By:  /s/ Richard J. Verdiramo            By: /s/ Marta L. Poleatewich
Richard J. Verdiramo, Vice President     Witness: /s/ signed
Witness: /s/ signed                      THE COMPANY
                                         CONTRACTING, PLANNING, MANAGEMENT,
                                         ASSOCIATES, INC.
                                         By:  /s/ William J. Poleatewich, Jr.
                                         William J. Poleatewich, Jr. President
                                         Witness: /s/ signed