EX-10.6
WELLUX  ACQUISITION  AGREEMENT

     ACQUISITION  AGREEMENT
     ----------------------

     Acquisition  Agreement,  made  this10th  day  of  June, 1999 by and between
BEACON  LIGHT  HOLDING  CORPORATION  a  Nevada Corporation, of 54 Hazard Avenue,
Suite 270, Enfield, Connecticut (the "Buyer") and CROWN UNION INVESTMENT LIMITED
a  Hong Kong Corporation of House 23, DD 192, Lot 423, Kwan Yam Garden, Kwun Yam
Shan,  Tze  Wan  Shan,  Kowloon,  Hong  Kong  (the  "Sellers").

     Whereas  Buyer,  directly  and through one or more subsidiaries, intends to
engage  in  the  import, design and manufacture of adult toys and novelties; and

     Whereas  Wellux  Industries  Limited,  Enterprise Square, Tower II 9 Sheung
Yuet  Road,  Suite  1903,  Kowloon,  Hong  Kong,  A  Hong  Kong Corporation (the
"Company"),  is  engaged in the import, design and manufacture of adult toys and
novelties,  which  it  stocks  in  its  warehouse,  and then markets them to its
specialized  distribution  systems  to  various  wholesalers  and retailers; and

     Whereas  the  parties  hereto deem it to be in the best interest of each of
them that Buyer purchase 100 percent of the issued and outstanding capital stock
of  the  Company,  and  generally  succeed  to  the business of the Company, all
pursuant  to  such  terms, provisions and conditions as the parties hereto shall
agree;  and

     Whereas  the  parties have entered into a preliminary Acquisition Agreement
subject  to  the  Buyer's  due  diligence  on  March  17,  1999.

     Now, therefore, in consideration of the premises and of the mutual promises
and  covenants hereinafter set forth, the parties hereto agree further, more and
simultaneously  update  their  agreement  made  on  March  17,  1999 as follows:

1.     Purchase  and  Payment
A.     Purchase  and  Sale  of  Stock.

     a.     Buyer  agrees  to  purchase  from  Seller and Seller agrees to sell,
assign,  transfer  and  deliver  to  Buyer  100  percent  of  all the issued and
outstanding  stock  of  the  Company  all  of whom are owned by the Sellers (the
"Stock").

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










<PAGE>   158

     B.     Purchase  Price.   The  aggregate  purchase  price of the Stock (the
"Purchase  Price"), shall be Four Million (4,000,000) newly issued common shares
of the Buyer.  The shares comprising the Purchase Price, shall be transferred to
the  Sellers  at  closing.  Each  certificate  of  common  share  shall bear the
following  legend:

THESE  SECURITIES  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND
MAY  BE  RESOLD  OR  OTHERWISE  TRANSFERRED  ONLY  IF REGISTERED PURSUANT TO THE
PROVISIONS OF THE ACT OR IF COUNSEL FOR THE COMPANY DETERMINES THAT AN EXCEPTION
FOR  REGISTRATION  IS  AVAILABLE.

2.     Representation  and  Warranties  of  Buyer.   Buyer hereby represents and
warrants  to  the  Sellers  that:

A.     Organization and Qualification.     The Buyer (a) is a duly organized and
validly  existing  corporation under  the laws  of the State of Nevada,  (b) the
execution, delivery and performance of this Agreement by the Buyer has been duly
authorized  by all necessary corporate action, (c) this Agreement is a valid and
legally binding obligation of the Buyer enforceable in accordance with the terms
hereof,  (d)  no  governmental  authorization, approval, order, license, permit,
franchise  or  consent  and  no  registration  or  filing  with any governmental
authority  is required in connection with the execution, delivery or performance
of  this  Agreement  by  the  Buyer.

B.     Capital  Structure.     The  Buyer  (a)  is authorized by its charter and
applicable  law to issue 45,000,000 shares of common stock having a par value of
$.001,  of  which  as  of  the  date  hereof  17,596,422  shares were issued and
outstanding,  no  shares were issuable and reserved for issuance pursuant to the
Buyer's  stock option and purchase plans and 5,000,000 shares of preferred stock
having  a  par  value  of $.001, of which as of this date hereof, no shares were
issued  and  outstanding;  (b)  All of the outstanding shares have been, or upon
issuance  will  be, validly issued and are fully paid and non-assessable (c) has
all  voting  rights  vested  exclusively in the presently issued and outstanding
capital  stock;  and  (d)  has outstanding no bonds, debentures or other similar
evidences  of  indebtedness.

C.     Absence of Litigation.   There is no action, suit, proceeding, inquiry or
investigation   before   any   court,   public    board,   government    agency,
self-regulatory  organization  or body pending or, to the knowledge of the Buyer
threatened  against or affecting the Buyer, the Common Stock of the Buyer or the
Buyer's  officers  or  directors  in  their  capacity  as  such.

3.     Representation  s  and  Warranties  of  the  Sellers  and   the  Company.
Sellers  hereby  warrant and represent to Buyer that, as of the date hereof, the
following  statements  are  true  and  correct:

     A.     Corporate  Status.   The  Company  is  (a)  duly  organized, validly
existing and in good standing under the laws of Hong Kong; (b) has full power to
own  all  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  the  nature of the business transacted by the Company does not
make  qualification  necessary  in  any  other  jurisdiction  or  jurisdictions.

     B.     Authority  to Sell.  Sellers have full right, power and authority to
sell,  transfer  and  deliver  the  Business  owned  by  such Seller to Buyer in
accordance  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.


<PAGE>   159

     C.     Financial  Statements.   At  or prior to the date of this Agreement,
the  Company has delivered to Buyer internal financial statements as of December
31,  1998,  and  said internal financial statements, including the related notes
and  explanatory  notes, present fairly the financial position of the Company at
the  date  thereof  and  the  results  of its operations for the periods therein
indicated,  in  conformity with generally accepted accounting principals applied
on  a  basis  consistent  in  each  case  with  that  of  the  preceding  year.

     D.     Period  Since  Most  Recent  Financials.   From the date of the most
recent reviewed internal balance sheet included in the Company's Financials, the
Company  has:

     a.     Not suffered any material adverse change in its financial condition,
assets,  liabilities  or  business.

     b.     Not affirmatively waived, canceled or compromised any of its rights,
debts  or  claims  of  substantial  value.

     c.     Not  issued  any  additional  shares  of stock, rights or options to
purchase  or  convert  into  such  stock,  or  other  securities.

          d.     Not  made  any  distributions  to  its  shareholders,  as
shareholders,  of  any  assets,  by  way  of  dividends,  purchase  of shares or
otherwise.
     e.     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.

     f.     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.

     g.     Not  incurred  any  extraordinary  losses,  within  the  meaning  of
generally  accepted  accounting principles, and/or incurred or become liable for
any obligations or liabilities except current liabilities, within the meaning of
generally  accepted  accounting  principles,  incurred in the ordinary and usual
course  of  business, or made any extraordinary expenditures, within the meaning
of  generally  accepted  accounting  principles,  other than for the purchase of
motor  vehicles  and  for additions and betterments to existing plant, equipment
and  facilities.

     h.     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 past
practices  and  in  the  usual  and  ordinary course of business of the Company.

     i.     Not  experienced  any  material  adverse  effect  on  its  business,
properties  and  assets as the result of any fire, explosion, earthquake, 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.

     j.     To  the  best  knowledge of Seller, it not incurred any liabilities,
contingent or otherwise, except those stated in the balance sheet of the Company
as  of  December  31,  1998.





<PAGE>   160

     E.     Capital  Structure.   The  Company  (a) is authorized by its charter
and  applicable  law to issue capital stock of the type and having par values as
set  forth herein; (b) has no other issued and outstanding shares of its capital
stock  whatever;  (c)  does  not  have  authorized,  issued  or  outstanding any
subscription,  option,  warrant,  conversion  or other rights to the issuance or
receipt  of  any  shares  of its capital stock; (d) has all voting rights vested
exclusively  in  the  present  issued and outstanding capital stock; and (e) has
outstanding  no  bonds,  debentures  or  other similar evidences of indebtedness
except  as  specifically  disclosed in its balance sheet as of January 31, 1999,
(and  related  noted  thereto).

     F.     Ownership  of  Stock.   All  of the issued and outstanding shares of
capital  stock  of the Company are owned by Crown Union Investment Ltd.  Sellers
own  beneficially  and  of  record the number of shares set forth in Schedule A.
Seller  holds  such  ownership  free  and  clear  of  all  liens, claims, debts,
encumbrances  and  assessments,  and  any  and  all  restrictions  as  to  sale,
assignment  or  transferability  thereof.  Sellers  have  full  right, power and
authority  to sell, transfer and deliver all of the business and assets to Buyer
in  accordance 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.

     G.     Title  to Assets.   The Company has good and marketable title to all
of  its  assets,  which  good  and  marketable  title  is  free and clear of all
mortgages,  pledges,  liens,  credit  agreements,  title  retention  agreements,
security   agreements,   taxes,   claims,  debts   and  other   obligations  and
encumbrances, (b) the lien, if any, of current taxes not yet due and payable and
(c)  such  additional encumbrances or imperfections of titles, if any, which are
not  substantial  in  character,  amount  or  extent and which do not materially
detract  from  the  value,  or  materially  interfere with the present or future
intended  use, of the property subject thereto or affected thereby, and which do
not  otherwise  materially  impair  or affect the business and operations of the
Company.

     H.     Peaceable  Possession  of  Assets.   The ownership and possession of
all  of  the  assets  of the Company have been peaceable and undisturbed and the
title  thereto  has  never  been  disputed or questioned 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.

     I.     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.  The  foregoing  shall  not  be  deemed  to constitute a warranty or



<PAGE>   161

representation that the Company has 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.

     J.     Litigation.   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  inquiries,  citations or
complaints  by  any governmental 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.

     K.     Defaults.   There  are  no  material  defaults  on  the  part of the
Company  under  any  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.

     L.     Tax Returns.  All returns for 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.

     M.     Tax  Accruals.   All  other  taxes  and other assessments and levies
which  the  Company  is 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 January 31, 1999 are duly reflected in the balance sheet of the Company as of
said  date.

     N.     Labor  Problems.  No  labor or labor union problems or difficulties,
strikes,   walk-outs,   slow   downs,   job   actions,   boycotts   arbitration,
investigations,  litigation  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.

     O.     Compliance  with  Law.  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.

     P.     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  operation  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>   162

     Q.     Truth  of Representation.   No representation by the Company made in
this Agreement and no statement made in any certificate 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  a prospective purchaser of the Stock.

4.     Covenants  of  the Sellers and the Company.   Sellers hereby covenant and
agrees  as  follows:

     A.     Inspection  of  Records.    During  the  period from the date hereof
through  the  Closing  Date  as  that term is hereinafter defined (the "Contract
Period"),  the  Buyer shall have the right and opportunity at its own expense to
make  such  examination  and investigation of the Company's business, properties
and  affairs  as  the  Buyer  may deem reasonably necessary or desirable for all
purposes  relating  to  this  Agreement and to that end, throughout the Contract
Period,  the  Company  will  allow  and  grant the Buyer, its officers, counsel,
accountants,  auditors and executive employees full, free and continuous 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 will furnish and provide 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 may, from time to time during the Contract Period, reasonably request
or  require.

     B.     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 the usual, normal and
ordinary  course;

b.     Issue  no  additional  shares  of stock, options, call 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, redemption 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 any 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 practices and in the
     usual  and  ordinary  course  of  business  of  the  Company;

     f.     Not  sell,  transfer  or  dispose  of  any  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
its  business;

<PAGE>   163

     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.

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

     D.     Warranties   and   Representations.     The  Company  will  promptly
to  Buyer  copies of any and all financial statements of the Company prepared by
or  for  the Company subsequent to the date hereof, and will promptly furnish to
and  advise  the  Buyer  of any and all material information, details, facts and
circumstances  concerning the Company's financial condition, or business arising
subsequent  to  the  date  of  this  Agreement  by  reason of which any changes,
modifications,  amendments,  additions  or  deletions  from any Schedule annexed
hereto  or  any  warranty,  representation, covenant or condition recited herein
would  be necessary to render the same true and correct in material respects and
not  materially  false  or misleading, as of the date such information, details,
facts  and  circumstances  are  furnished  to  the  Buyer.

5.     Conditions  Precedent  to  Closing.    All 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:

     A.     Effectiveness  of  Warranties.  Each and every one of the warranties
and  representations  of  Sellers  and  the Company as hereinbefore set forth in
Paragraph  4  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
Sellers  and the Company, as set forth in Paragraph 4, which are to be performed
at  or  prior to the Closing Date, shall have been duly performed by such times.

     C.     Financial  Condition.   The  financial  condition  and  financial
statements  of  the  Company  are  such  that:

     a.     During  the  period from the date of the Company's January 31, 1999,
1998  internal  financial  statement  to  the  Closing  Date, there have been no
material  adverse  changes  in  the  capital stock or long term debt, within the
meaning  of  general  accepted  accounting  principles,  of  the  Company or any
material  adverse  change in the financial condition or results of operations of
the  Company.

     D.     Management.   Subject  to  removal  by a vote of the majority of the
shareholders  in  the next election of directors, Hans Lodders will serve as the
Buyer's  Chairman of the Board and Managing Director of its Far East Operations;
Jerry  Gruenbaum  will  remain as the Buyer's President and member of the Board;
and  Ronald  Steenbergen  will  serve  on  the  Buyer's  Board  of  Directors.




<PAGE>   164

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

     F.     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 hereto 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 here of which shall survive a
termination  of  this  Agreement.

6.     Indemnification.

     A.     Buyer  shall  be  indemnified  by  Sellers  and the Company, and the
Sellers  and  the  Company  will  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 statement, representation or warranty
of  Sellers or the Company made herein or, in any schedule hereto or certificate
delivered  in  connection  herewith, or the failure of Sellers or the Company to
perform  any  agreement  made  by  them  herein.  Buyer  shall give Seller prior
written  notice  of  any  claim,  demand,  suit  or action with respect to which
indemnity  may be sought pursuant to this Section.  Sellers, in every such case,
shall  have  the right at his sole expense and cost to participate in contesting
the  validity  or  the amount of any such claim, demand, suit or action.  In the
event  Buyer  suffers loss, damage or expense and is entitled to indemnification
under  this  Section,  the  amount  of any such loss, damage or expense shall be
assessed  against and shall be paid by Sellers.  Sellers shall have no liability
under this Section unless a claim for indemnification is made by the Buyer prior
to  the  Six  (6)  month  anniversary  of the Closing.  Notwithstanding anything
herein  to  the contrary, Sellers 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.

     B.     The Buyer shall indemnify the Company and Sellers and shall hold the
Company and Sellers 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 statement, representation or warranty of
the  Buyer  made  herein  or in any document or instrument delivered by Buyer to
Sellers  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 Sellers or the Company in
connection  with  the  transactions  herein  contemplated.

7.     Closing.

A.     Time  and Place.     The closing under this Agreement (the "Closing") and
all deliveries hereunder shall take place at the office of the Seller on May 17,
     1999  or  such  other date as shall be agreed upon by all the parties ("the
Closing  date").

B.     Delivery  of  Documents.

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


<PAGE>   165

     (i)     A  written  opinion,   dated  on  the  Closing  Date,   of  counsel
representing  the  Company,  to  the  effect  that  the  Company  has  been duly
incorporated  and  is  on  the closing date validly existing as a corporation in
goof standing under the laws of the state of its incorporation; that the Company
is  duly  qualified  or licensed as a foreign corporation in all other states in
which it does business; that the shares of capital stock delivered by Sellers 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 investigation pending or threatened against the Company or Sellers
which might result in any material adverse change in the business, properties or
financial  condition  of  the  Company  or  which questions the validity of this
Agreement  or  of  any  action  taken  pursuant  to  or  in  connection with the
provisions  of  this  Agreement,  other  than  as  represented elsewhere in this
Agreement'  and  that  to  the  knowledge  of  such  counsel the sale, transfer,
assignment  and  delivery  by  Sellers  to  Buyer  of the Stock pursuant to this
Agreement will vest in Buyer all rights, title and interest in and to such Stock
tree  and  clear  of  all  liens,  encumbrances,  and  equities.

     (ii)     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.

     (iii)     A  certificate  of  the  Chief  Executive  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 5 hereof, and
specifically  setting  forth  each  and  every  change, amendment, modification,
omission  or  addition  to  any  provision  hereof or schedule annexed hereto or
furnished  thereunder,  necessary to render each and every one of the provisions
hereof or schedules annexed hereto correct and accurate in material respects and
not  materially  false  or  misleading.

     (iv)     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 inspection and
examination  thereof,  all of which documents, undertakings and assurances shall
be  in  form  satisfactory  to  counsel  to  Buyer.

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

     (i)     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  2  hereof.

8.     Confidentiality.    All  information  and documentation provided or to be
provided  by  the  Company or Sellers 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


<PAGE>   166

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.

9.     General  Provisions.

     A.     Survival  of  Representations,  Warranties  and Covenants.    Unless
otherwise expressly provided herein, the representations, warranties, covenants,
indemnities  and  other  agreements  herein  contained  shall  be  deemed  to be
continuing  and  shall survive the consummation of the transactions contemplated
by  this  Agreement.

     B.     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.

     C.     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.

     D.     Non-Waiver.   The waiver by any party hereto of any breach, default,
inaccuracy  or  failure  by  another party with respect to any provision in 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.

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

     F.     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.

     G.     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 State of New York applicable to contracts made and
to  be  performed  in  the  State  of New York, and cannot be changed, modified,
amended  or  terminated  except  in  writing,  signed  by  the  parties  hereto.








<PAGE>   167

     H.     Benefit  and Assignability.   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.

I.     Approval  of Counsel.    The form of all legal proceedings and all of the
papers  and  documents  used  or  delivered  thereunder, shall be subject to the
approval  of  counsels  to  Buyer  and  Sellers.

J.     Costs.   The  Buyer  shall  bear  its  own  costs  and  expenses  of  the
transaction.  The  costs  and  expenses  of  Sellers  in  connection  with  this
Agreement  and  the  transactions contemplated hereby shall be borne and paid by
Sellers.

     K.     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.

L.     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).

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

     N.     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
BEACON  LIGHT  HOLDING  CORPORATION

By:  /s/Jerry  Gruenbaum___
   ------------------------
Jerry  Gruenbaum,  President

SELLER
CROWN  UNION  INVESTMENT  LIMITED

By:/S/Hans  Lodders
   ----------------
Hans  Lodders

By:/s/Ronald  Steenbergen
   ----------------------
Ronald  Steenbergen
    168