PURCHASE AGREEMENT
                              ------------------

     THIS  PURCHASE  AGREEMENT  (this "Agreement") is made and entered into on
March  7,  1997,  by  and among Wilson Technologies Incorporated, a California
corporation  ("Company"),  a  wholly-owned  subsidiary  of Zimmerman Holdings,
Inc.,  a  California corporation ("ZHI"), and ZHI, on the one hand, and Wilson
Acquisition  Corporation,  a  Delaware  corporation  ("Buyer"), a wholly-owned
subsidiary  of  Penn  Octane  Corporation, a Delaware corporation ("POC"), and
POC,  on  the  other  hand.

                                   RECITALS
                                   --------
     A.          Company  is  engaged  in  the business of selling, designing,
manufacturing,  installing  and  servicing  compressed  natural  gas  ("CNG")
refueling stations and related products for use in the CNG industry throughout
the  world  (the  "Business").
     B.          Company desires to sell to Buyer certain of its assets and to
assign  to Buyer certain of its liabilities and Buyer desires to purchase from
Company  such assets and to assume from Company such liabilities, on the terms
and  conditions  set  forth  herein.
     C.     Company also is engaged in the Business through its affiliates, ZH
Canada,  Inc.,  a  company  formed  under  the  laws  of  Ontario, Canada ("ZH
Canada"), Wilson Technologies Incorporated, a Company formed under the laws of
Ontario,  Canada ("Wilson Canada"), and Wilson Technologies de Mexico, S.A. de
C.V.,  a  company formed under the laws of Mexico ("Wilson Mexico"; ZH Canada,
Wilson  Canada  and  Wilson  Mexico are referred to herein collectively as the
"Affiliated  Entities");  ZHI  owns  all of the issued and outstanding capital
stock of Company, ZH Canada and Wilson Mexico; Wilson Canada is a wholly-owned
and  the  sole  subsidiary  of  ZH  Canada.
     E.       ZHI desires to sell to Buyer, and Buyer desires to purchase from
ZHI,  (i)  all  of  the  issued  and outstanding shares of capital stock of ZH
Canada, the owner of all of the issued and outstanding shares of capital stock
of Wilson Canada, and (ii) all of the issued and outstanding shares of capital
stock  of  Wilson  Mexico,  on  the  terms  and  conditions  set forth herein.

                                   AGREEMENT
                                   ---------
     NOW,  THEREFORE,  in  consideration of the mutual promises and agreements
contained  herein,  the  parties  agree  as  follows:
1.          PURCHASE  OF  ASSETS  OF  COMPANY.
            ---------------------------------
     1.01  Purchased Assets.  Subject to the terms and conditions set forth in
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this  Agreement,  at the Closing (as defined in Section 11.01), Company agrees
to  sell,  convey,  transfer, assign and deliver to Buyer, and Buyer agrees to
purchase  from  Company,  all  the  assets, properties and business of Company
owned  on  the  Closing  Date  (as  defined  in Section 11.01), of every kind,
character,  and  description, whether tangible, intangible, real, personal, or
mixed,  and  wherever  located  (other than those assets specifically excluded
from  this  sale  pursuant  to  Section 1.02) (collectively referred to as the
"Purchased  Assets")  including,  without  limitation,  the  following:
          (a)          all  goodwill  associated  with the Business as a going
concern;
          (b)      all accounts and notes receivable of Company, together with
any  unpaid interest accrued thereon and all rights of collection with respect
thereto,  including,  without  limitation, those set forth in Schedule 1.01(b)
(the  "Assumed  Accounts Receivable"), other than the Excluded Receivables (as
defined  in  Section 1.02(g)) and any Assumed Accounts Receivable collected by
Company  between  the  date  hereof  and  the  Closing  Date;
          (c)         all inventory (including, without limitation, parts, raw
materials,  work  in  process,  stock  inventory,  finished goods and goods in
transit)  (the  "Purchased  Inventory"), other than the Excluded Inventory (as
defined  in  Section  1.02(h));
          (d)          all other tangible personal property including, without
limitation,  all  packaging,  promotional  materials,  catalogs,  supplies,
machinery,  vehicles,  furniture,  equipment,  testing  equipment,  computers,
office  materials,  tooling  and  all other tangible assets, wherever located,
including,  without  limitation,  the  tangible personal property set forth in
Schedule  1.01(d);

<PAGE>
          (e)          all  intellectual  property,  proprietary  and business
information  of Company related to the Business including, without limitation,
rights  to  each  (i)  fictitious  business  name,  trade  name and other name
(including,  without  limitation,  the  name  "Wilson  Technologies"  and  any
derivative  thereof),  registered and unregistered trademark, service mark and
related  application,  including without limitation, the trademarks identified
in  Schedule  1.01(e),  (ii)  patent,  patent  right  and  patent  application
including,  without limitation, the patents identified in Schedule 1.01(e), if
any, (iii) copyright in published and unpublished works, computer programs and
software,  and (iv) proprietary formula, trade secret, formulation, invention,
product  design  and drawing, and any and all research and development related
thereto;
          (f)          all  deposits  (including, without limitation, deposits
securing  orders  from suppliers), prepaid value added taxes and other prepaid
expenses  (including, without limitation, all prepaid personal property taxes)
other  than  any  prepaid  insurance;
          (g)        all right, title and interest in, to and under the leases
set  forth  in  Schedule  1.01(g)  (the  "Assumed  Leases");
          (h)      all right, title and interest in, to and under sales orders
set  forth  in  Schedule  1.01(h) and any additional sales orders entered into
after  the  date  hereof with the written consent of Buyer (the "Assumed Sales
Orders"),  other  than  the  Excluded  Sales  Orders  (as  defined  in Section
1.02(f));
          (i)      all right, title and interest in, to and under all purchase
orders,  contracts,  agreements  and  all  other  leases  of real and personal
property  (including,  without  limitation, facilities leases, auto leases and
equipment  leases)  including,  without  limitation,  the  purchase  orders,
contracts  and  agreements  set  forth  in Schedule 1.01(i) (collectively, the
"Assumed Contracts"), other than the Excluded Contracts (as defined in Section
1.02(i));
          (j)        all books, records, files, papers and other documents (in
whatever  form,  including  computer files) including, without limitation, all
such  documents  relating to inventory, purchasing, accounting, sales, export,
import, manufacturing, marketing, banking and shipping and all files, customer
and  supplier  lists,  records,  literature and correspondence, whether or not
physically  located  on the premises of Company, other than any thereof within
the  definition  of  Excluded  Assets;
          (k)     any other tangible or intangible assets which are used by or
of value to Company and which are of a nature not customarily reflected in the
books and records of a business, such as causes of action and legal rights and
assets  which  have  been  written  off  for accounting purposes (except those
relating  exclusively  to  the Excluded Assets (as defined in Section 1.02) or
Excluded  Liabilities  (as  defined  in  Section  1.04));

<PAGE>
          (l)        to the extent permitted by applicable law, all rights and
interest  in,  to  and  under  any  authorization,  registration,  license,
certificate,  permit  or  approval  of  any  nature;
          (m)      the health insurance policies of Company to the extent such
policies  relate  exclusively  to  Company  set forth in Schedule 1.01(m) (the
"Assumed Medical Plans"), and all rights and claims of Company thereunder; and
          (n)      any and all rights of Company as licensor or licensee under
all  licenses  related  to  the  Business  (the  "Assumed  Licenses").
     1.02       Excluded Assets.  The only assets of Company that shall not be
                ---------------
transferred  and sold to Buyer pursuant to Section 1.01 shall be the following
(the  "Excluded  Assets"):
          (a)        corporate seals, articles of incorporation, minute books,
stock  books,  general  ledgers  and books of account, tax returns and records
pertaining  to  Company's  organization  and  capitalization;
          (b)         rights which accrue or will accrue to Company under this
Agreement;
          (c)     intercompany receivables due to Company from ZHI, William R.
Zimmerman  ("Zimmerman"),  or any other affiliate of ZHI, Zimmerman or Company
except  for  intercompany  receivables  between  or  among  Company and/or the
Affiliated  entities;

<PAGE>
          (d)      rights and claims of Company to any tax refunds, credits or
deductions  with  respect  to  any  taxes  paid  by  Company  or  ZHI;
          (e)          except  as  set forth in Section 1.01(m), all insurance
policies  of  Company  and  all  rights and claims of Company, and all prepaid
insurance  thereunder;
          (f)          the  sales  orders  set  forth in Schedule 1.02(f) (the
"Excluded  Sales  Orders");
          (g)      the accounts and notes receivable, together with any unpaid
interest  accrued  thereon, and all rights of collection with respect thereto,
set  forth  in  Schedule  1.02(g)  (the  "Excluded  Receivables");
          (h)      the inventory, whether work in progress or stock inventory,
which Company shall use from time to time for completion of the Excluded Sales
Orders and which Company and Buyer shall have separated, segregated, marked or
otherwise  identified  prior  to  the  Closing  (the  "Excluded  Inventory");
          (i)      all right, title and interest in, to and under all purchase
orders, contracts and all other leases of real and personal property set forth
on  Schedule  1.02(i)  (the  "Excluded  Contracts");  and
          (j)        such other assets, if any, set forth in Schedule 1.02(j).
     1.03         Assumed Liabilities.  At the Closing, Buyer shall assume and
                  -------------------
agree  to  pay,  perform  and  discharge,  or  cause to be paid, performed and
discharged,  when  due,  each  of the following obligations and liabilities of
Company incurred in connection with the Business (other than those liabilities
and  obligations  excluded  from  assumption  pursuant  to  Section 1.04) (the
"Assumed  Liabilities"):
          (a)         Company's liabilities and obligations to be performed or
discharged  after  the  Closing  under  the  Assumed  Leases;
          (b)         Company's liabilities and obligations to be performed or
discharged  after  the  Closing  under  the  Assumed Sales Orders, the Assumed
Contracts  and  the  Assumed  Licenses;
          (c)          Company's liabilities and obligations for vacation pay,
sales  incentives and any other amounts accrued to the employees identified on
Schedule  13.01  prior  to  the  Closing Date as set forth in Schedule 1.03(c)
including,  without  limitation,  any  increase  in such amounts from the date
hereof until the Closing which result solely from the passage of time or which
are  approved  in  writing  by  Buyer;  and
          (d)          the liabilities and obligations of Company set forth in
Schedule  1.03(d)  hereto,  to  be  performed or discharged after the Closing.
     1.04       Excluded Liabilities.  Except as expressly provided in Section
                --------------------
1.03,  Buyer shall not directly or indirectly assume or be responsible for any
liabilities or obligations of Company or any of its affiliates or predecessors
of any nature whatsoever whether liquidated or unliquidated, known or unknown,
actual  or

<PAGE>
inchoate,  accrued,  contingent  or  otherwise  (the  "Excluded  Liabilities")
including,  without  limitation:
          (a)         Company's liabilities and obligations for trade accounts
payable  and  accrued  accounts  payable reflected on the books and records of
Company  on the date hereof or incurred after the date hereof and prior to the
Closing  Date  (the  "Excluded  Payables");
          (b)          any  obligation  or liability for product liability for
products  manufactured  and sold or leased and for services performed prior to
the  Closing  Date;
          (c)          any  obligation or liability of Company for any  taxes,
including,  without  limitation,  any  obligation  for  state, local, foreign,
federal,  franchise, unitary business, capital stock, sales, payroll or income
taxes  (including,  without  limitation, deferred taxes), except to the extent
set  forth  in  Section  1.08  hereinbelow);
          (d)          any  liability  or  obligation relating to, under or in
connection  with  the  Excluded  Assets;
          (e)      any liability or obligation arising prior to or as a result
of  the  Closing,  to  any  employees,  agents  or  independent contractors of
Company,  whether  or  not  employed  by Buyer after the Closing, or under any
benefit  arrangement  with  respect  thereto, except as expressly set forth in
Section  1.03(c)  hereof;
          (f)          any  obligation to repay any amount of indebtedness for
borrowed  money  incurred  by  Company  or  by  any  other  person;

<PAGE>
          (g)      any obligation, duty or liability incurred prior to Closing
relating  to  Company's  use,  discharge,  treatment,  storage,  generation or
disposal  of  hazardous  substances  as defined by any federal, state or local
statute,  rule  or  regulation  concerning or related to the protection of the
environment,  including,  without  limitation, the Comprehensive Environmental
Response,  Compensation and Liability Act of 1980, as amended, 42 U.S.C. '9601
et  seq;  and,
          (h)          such  other  liabilities, if any, set forth in Schedule
1.04(h).
     1.05      Royalty Note.  In addition to assuming the Assumed Liabilities,
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Buyer  shall  deliver  to  Company,  at  the Closing, as consideration for the
Purchased Assets, a royalty note made by Buyer in favor of Company in the form
of  Exhibit  A  hereto  (the  "Royalty  Note").
     1.06         Royalty Note Adjustment.  As of the first anniversary of the
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Closing Date, the principal amount of the Royalty Note shall be reduced by the
                                                                -------
amount of the "Royalty Note Adjustment."  The Royalty Note Adjustment shall be
the  excess,  if  any,  of  One  Million  One  Hundred  Thousand  Dollars
     ------
($1,100,000.00)  over  the  sum of the amount of the "Inventory Valuation" and
    ------
the  "Assumed  Receivables  Valuation."
          (a)     Inventory Valuation.  For purposes of determining the amount
                  -------------------
of  the  Royalty  Note Adjustment, the Inventory Valuation shall be the sum of
(i) the fair market value of the Purchased Inventory remaining on the books of
Buyer  as  of  the  first anniversary of the Closing Date, other than Excluded
Inventory  (the  "Remaining Purchased Inventory"), plus (ii) the book value of
                                                   ----
any  Purchased  Inventory  utilized  by Buyer after the Closing and before the
first  anniversary  of  the  Closing Date; provided, however, that Company and
Buyer  may agree, in writing, to a value other than book value for any item of
Purchased  Inventory,  plus (iii) the book value of any inventory purchased by
                       ----
Buyer  prior  to  the  Closing  pursuant  to  that  certain  Interim Operating
Agreement  between  Buyer  and  Company  of  even  date herewith (the "Interim
Operating Agreement"); provided, however, that Company and Buyer may agree, in
writing, to a value other than book value for any item of Purchased Inventory,
as  set forth in the Interim Operating Agreement.  For purposes of subpart (i)
of  the  preceding  sentence,  Remaining Purchased Inventory shall include any
item  of  Excluded  Inventory, if any, remaining on the books of Company as of
the  first  anniversary  of  the  Closing  Date and which Company, in its sole
discretion,  deems  unnecessary  for  the  completion of the Unfinished Safeco
Orders  (as defined in Section 13.02).  Any such item of Excluded Inventory so
identified shall thereafter be deemed Purchased Inventory for purposes of this
Agreement.   For purposes of subpart (ii) of the preceding sentence, Purchased
Inventory shall be deemed utilized if it is actually utilized or directly tied
and  related  to  an  existing contract or purchase order to be shipped within
twelve  (12)  months  after  the  first  anniversary  of  the  Closing.

<PAGE>
          As  of  the first anniversary of the Closing Date, Buyer and Company
shall in good faith determine the amount of the Inventory Valuation.  If Buyer
and  Company,  in good faith, are unable to agree upon the Inventory Valuation
as  of the first anniversary of the Closing Date, then the parties shall refer
the  matter  to  the  accounting  firm  of  Price  Waterhouse  LLP which shall
determine  the  amount of the Inventory Valuation.  Buyer and Company agree to
execute,  if required by Price Waterhouse LLP, a reasonable engagement letter.
All  fees  and expenses relating to the work performed by Price Waterhouse LLP
shall  be  borne  equally  by  the  parties.  Within ten (10) days after Price
Waterhouse  LLP  has  been  retained,  both parties shall submit statements of
their positions and issues with respect to the Inventory Valuation.     Thirty
(30)  days  thereafter, Price Waterhouse LLP shall determine the amount of the
Inventory  Valuation.   The determination by Price Waterhouse LLP shall be set
forth  in  a  written  statement  and shall be binding and conclusive upon the
parties  hereto  absent  fraud  or  manifest  error.
          (b)          Assumed Accounts Receivable Valuation.  For purposes of
                       -------------------------------------
calculating  the  Royalty  Note  Adjustment,  the  Assumed Accounts Receivable
Valuation  shall  be  the  actual  amount collected thereon by Buyer as of the
first  anniversary  of  the  Closing  Date.

<PAGE>
          (c)   Insufficient Royalty Note Principal.  To the extent the unpaid
                -----------------------------------
principal amount of the Royalty Note is less than the Royalty Note Adjustment,
Company  shall pay the amount of such deficiency, if any, in cash, promptly to
Buyer.
     1.07       Allocation of Purchase Price.  The parties have determined the
                ----------------------------
fair  market  value  of the Purchased Assets and the other rights and benefits
conferred hereunder (excluding the Shares (as defined in Section 2.01)), which
fair market values are set forth on Schedule 1.07.  The parties agree that the
consideration  described in this Section 1.07 (taking into account transaction
costs  paid  by  such  party)  shall be allocated, for tax purposes, among the
Assets in a manner consistent with Schedule 1.07 and the provisions of Section
1060  of  the  Internal Revenue Code of 1986, as amended (the "Tax Code"), and
the  regulations promulgated thereunder.  Each of the parties hereto agrees to
report  this  transaction  for  federal  tax  purposes  in accordance with the
provisions  of  this  Section  1.07  and Schedule 1.07, and shall not take any
position  inconsistent  therewith  upon  examination of any tax return, in any
refund  claim,  in  any  litigation,  investigation  or  otherwise.
     1.08        Sales and Transfer Taxes.  Buyer shall be responsible for and
                 ------------------------
shall  timely pay all sales and/or use taxes arising out of or relating to the
transfer  of  the  Purchased  Assets.
2.          PURCHASE  OF  STOCK  OF  AFFILIATED  ENTITIES.
            ---------------------------------------------
     2.01       Purchase of Stock.  At the Closing, ZHI shall transfer, assign
                -----------------
and  set  over  to Buyer all of the issued and outstanding capital stock of ZH
Canada  (the "ZH Canada Shares") and all of the issued and outstanding capital
stock  of  Wilson Mexico (the "Wilson Mexico Shares"; the ZH Canada Shares and
the  Wilson  Mexico  Shares  are  collectively  referred  to as the "Shares").
     2.02     Convertible Debenture.  As consideration for the transfer of the
              ---------------------
Shares  at  the  Closing,  Buyer  shall deliver to ZHI a convertible debenture
issued  by  POC  in  the  face  amount  of Two Hundred Twenty Thousand Dollars
($220,000)  in  the  form  of  Exhibit B hereto (the "Convertible Debenture").
3.       AS-IS, WHERE-IS.  The Purchased Assets, the Shares and the Affiliated
         ---------------
Entities  are being sold on an AS-IS, WHERE-IS basis with no representation or
warranty of any kind except as expressly set forth herein.  The parties hereto
acknowledge  that  Company and the Affiliated Entities each has provided Buyer
with  unrestricted  access  to  its facilities, employees and records and that
Buyer's  decision  to  enter  into  this  Agreement  and  to  consummate  the
transactions  contemplated  hereby is based solely upon the results of Buyer's
due  diligence  investigation,  except  for  the  express  representations and
warranties  of  Company  and  ZHI  herein.
4.          REPRESENTATIONS  AND  WARRANTIES  OF  COMPANY.
            ---------------------------------------------
     Company  represents  and warrants to Buyer and POC as of the date of this
Agreement  and  as  of  the  Closing  Date  as  follows:
     4.01    Corporate  Existence.    Company is a corporation duly organized,
             --------------------
validly  existing  and  in  good  standing  under  the  laws  of  the State of
California.    Company has all requisite corporate power and authority to own,
lease  and  operate its property and to carry on its business in the manner in
which  and  in  the  places  such  business  is  now  being  conducted.
     4.02    Authority;  Enforceability.   Company has the right, power, legal
             --------------------------
capacity  and  authority  to enter into, and to perform its obligations under,
this  Agreement  and  the  transactions  herein  contemplated.  The execution,
delivery and performance of this Agreement by Company has been duly authorized
by  its  board  of  directors.    This Agreement has been validly executed and
delivered  by  Company  and, assuming due execution and delivery hereof by the
other  parties hereto, constitutes a valid, binding and enforceable obligation
of  Company  subject  to  applicable  bankruptcy,  insolvency,  receivership,
moratorium,  reorganization  or  similar  state  or  federal laws or equitable
principles relating to or affecting creditors' rights and to the discretion of
a  court  to  grant  equitable  remedies.
     4.03     No Violation.  Neither the execution, delivery or performance of
              ------------
this  Agreement  nor  the consummation of the transactions contemplated hereby
nor  compliance  by  Company with any of the provisions hereof will violate or
conflict  with any provisions of the Certificate of Incorporation or bylaws of
Company  or  any judicial or administrative order, judgment or decree to which
Company  is  a  party  or  is  subject.
     4.04      Consents and Approvals.  No approval, authorization, consent or
               ----------------------
other  action  by,  or  filing with, any governmental authority is required in
connection with the execution and delivery by Company of this Agreement or the
consummation  of  the  transactions  contemplated  hereby  by  Company.
     4.05      Title to Assets.  Except as set forth in Schedule 4.05, Company
               ---------------
has good and marketable title to the Purchased Assets.  Except as set forth in
Schedule  4.05,  the  Purchased  Assets are or will be at the Closing free and
clear  of  mortgages, liens, pledges, charges, encumbrances, equities, claims,
easements,  rights  of  way, covenants, conditions or restrictions, except for
(a)  minor  imperfections  of  title  which  do  not,  individually  or in the
aggregate, adversely affect the marketability of, or the ability of Company to
utilize,  the  Purchased  Assets;  (b) liens for current taxes not yet due and
payable;  and  (c)  liens  of  landlords,  carriers,  warehousemen, mechanics,
materialmen and repairmen incurred in the ordinary course of business for sums
not  yet  due  and  payable.
5.          REPRESENTATIONS  AND  WARRANTIES  OF  ZHI.
            -----------------------------------------
     ZHI  represents  and  warrants  to  Buyer  and POC as of the date of this
Agreement  and  as  of  the  Closing  Date  as  follows:
     5.01    Corporate  Existence.
             --------------------
          (a)     ZHI is a corporation duly organized, validly existing and in
good  standing  under  the  laws  of  the  State  of  California.  ZHI has all
requisite corporate power and authority to own, lease and operate its property
and  to  carry  on  its business in the manner in which and in the places such
business  is  now  being  conducted.
          (b)      ZH Canada is a corporation duly organized, validly existing
and  in  good  standing  under the laws of Ontario, Canada.  ZH Canada has all
requisite corporate power and authority to own, lease and operate its property
and  to  carry  on  its business in the manner in which and in the places such
business  is  now  being  conducted.
          (c)          Wilson  Canada is a corporation duly organized, validly
existing  and  in  good  standing  under  the laws of Ontario, Canada.  Wilson
Canada  has  all  requisite  corporate  power  and authority to own, lease and
operate  its  property and to carry on its business in the manner in which and
the  places  such  business  is  now  being  conducted.
          (d)          Wilson  Mexico is a corporation duly organized, validly
existing and in good standing under the laws of Mexico.  Wilson Mexico has all
requisite corporate power and authority to own, lease and operate its property
and  to  carry  on  its business in the manner in which and in the places such
business  is  now  being  conducted.
     5.02    Authority;  Enforceability.    ZHI  has  the  right, power, legal
             --------------------------
capacity  and  authority  to enter into, and to perform its obligations under,
this  Agreement  and  the  transactions  herein  contemplated.  The execution,
delivery  and performance of this Agreement by ZHI has been duly authorized by
its  board  of  directors.    This  Agreement  has  been  validly executed and
delivered  by ZHI and, assuming due execution and delivery hereof by the other
parties hereto, constitutes a valid, binding and enforceable obligation of ZHI
subject  to  applicable  bankruptcy,  insolvency,  receivership,  moratorium,
reorganization  or  similar  state  or  federal  laws  or equitable principles
relating to or affecting creditors' rights and to the discretion of a court to
grant  equitable  remedies.
     5.03     No Violation.  Neither the execution, delivery or performance of
              ------------
this  Agreement  nor  the consummation of the transactions contemplated hereby
nor  compliance  by  ZHI  with  any  of  the provisions hereof will violate or
conflict  with any provisions of the Certificate of Incorporation or bylaws of
ZHI  or  any judicial or administrative order, judgment or decree to which ZHI
is  a  party  or  is  subject.
     5.04      Consents and Approvals.  No approval, authorization, consent or
               ----------------------
other  action  by,  or  filing with, any governmental authority is required in
connection  with  the  execution  and delivery by ZHI of this Agreement or the
consummation  of  the  transactions  contemplated  hereby  by  ZHI.
     5.05    Capitalization  of  Affiliated  Entities.   All of the issued and
             ----------------------------------------
outstanding  shares  of  capital stock of each of the Affiliated Entities have
been  duly  authorized  and are validly issued, fully paid and non-assessable.
Except  as  set  forth  in  Schedule  5.05,  ZHI  holds  of  record  and  owns
beneficially  all  of the outstanding shares of capital stock of ZH Canada and
Wilson  Mexico,  free  and  clear  of any restrictions on transfer (other than
restrictions  under  the  Securities  Act  and  state securities laws), taxes,
liens,  options,  warrants, purchase rights, contracts, commitments, equities,
claims  and  demands.   ZH Canada holds of record and owns beneficially all of
the  outstanding  shares  of capital stock of Wilson Canada, free and clear of
any restrictions on transfer (other than restrictions under the Securities Act
and  state securities laws), taxes, liens, options, warrants, purchase rights,
contracts,  commitments,  equities,  claims  and  demands.    There  are  no
outstanding  or  authorized  options,  warrants, purchase rights, subscription
rights,  conversion rights, exchange rights, or other contracts or commitments
that  could require ZHI or ZH Canada, as the case may be, to sell, transfer or
otherwise  dispose  of  any  capital  stock  of  any  of Company or Affiliated
Entities  or  that  could require any of Company or the Affiliated Entities to
issue,  sell,  or otherwise cause to become outstanding any of its own capital
stock  (other  than  this  Agreement).    There  are  no  outstanding  stock
appreciation,  phantom  stock,  profit  participation,  or similar rights with
respect  to  Company  or  any of the Affiliated Entities.  There are no voting
trusts,  proxies,  or  other  agreements or understandings with respect to the
voting  of  any  capital  stock  of Company or any of the Affiliated Entities.
Neither  Company  nor  any  of  the  Affiliated  Entities controls directly or
indirectly  or  has  any  direct  or  indirect  equity  participation  in  any
corporation,  partnership,  trust,  or  other

<PAGE>
business  association  which  is  not one of the Affiliated Entities.  Neither
Wilson  Mexico  nor  Wilson  Canada  has  any  subsidiaries.
6.          REPRESENTATIONS  AND  WARRANTIES  OF  BUYER.
            -------------------------------------------
     Buyer  represents  and warrants to Company and ZHI as of the date of this
Agreement  and  as  of  the  Closing  Date  as  follows:
     6.01    Corporate  Existence.    Buyer  is  a corporation duly organized,
             --------------------
validly existing and in good standing under the laws of the State of Delaware.
Buyer  has  all  requisite  corporate  power  and  authority to own, lease and
operate  its  properties  and to carry on its business in the manner of and in
the  places  such  business  is  now  being  conducted.
     6.02    Authority;  Enforceability.    Buyer  has the right, power, legal
             --------------------------
capacity  and  authority  to  enter into, and to perform its obligations under
this  Agreement  and  the  transactions  herein  contemplated.  The execution,
delivery  and  performance of this Agreement by Buyer has been duly authorized
by  the board of directors of Buyer.  This Agreement has been validly executed
and  delivered  by Buyer and, assuming due execution and delivery by the other
parties  hereto,  constitutes  a  valid, binding and enforceable obligation of
Buyer, subject to applicable bankruptcy, insolvency, receivership, moratorium,
reorganization  or  similar  state  or  federal  laws  or equitable principles
relating  to or affecting creditors' rights generally and to the discretion of
a  court  to  grant  equitable  remedies.

<PAGE>
     6.03     No Violation.  Neither the execution, delivery or performance of
              ------------
this  Agreement  nor  the consummation of the transactions contemplated hereby
nor  compliance  by  Buyer  with  any of the provisions hereof will violate or
conflict  with any provisions of the Certificate of Incorporation or bylaws of
Buyer  or  any  judicial  or administrative order, judgment or decree to which
Buyer  is  a  party  or  is  subject.
     6.04      Consents and Approvals.  No approval, authorization, consent or
               ----------------------
other  action  by,  or  filing with, any governmental authority is required in
connection  with  the execution and delivery by Buyer of this Agreement or the
consummation  of  the  transactions  contemplated  hereby  by  Buyer.
7.          REPRESENTATIONS  AND  WARRANTIES  OF  POC.
            -----------------------------------------
     POC  represents  and  warrants  to Company and ZHI as of the date of this
Agreement  and  as  of  the  Closing  Date  as  follows:
     7.01   Corporate Existence.  POC is a corporation duly organized, validly
            -------------------
existing  and  in  good standing under the laws of the State of Delaware.  POC
has  all requisite corporate power and authority to own, lease and operate its
properties  and  to  carry  on its business in the manner of and in the places
such  business  is  now  being  conducted.
     7.02    Authority;  Enforceability.    POC  has  the  right, power, legal
             --------------------------
capacity  and  authority  to  enter into, and to perform its obligations under
this  Agreement  and  the  transactions  herein  contemplated.  The execution,
delivery  and performance of this Agreement by POC has been duly authorized by
the  board  of directors of POC.  This Agreement has been validly executed and
delivered by POC and, assuming due execution and delivery by the other parties
hereto,  constitutes  a  valid,  binding  and  enforceable  obligation of POC,
subject  to  applicable  bankruptcy,  insolvency,  receivership,  moratorium,
reorganization  or  similar  state  or  federal  laws  or equitable principles
relating  to or affecting creditors' rights generally and to the discretion of
a  court  to  grant  equitable  remedies.
     7.03     No Violation.  Neither the execution, delivery or performance of
              ------------
this  Agreement  nor  the consummation of the transactions contemplated hereby
nor  compliance  by  POC  with  any  of  the provisions hereof will violate or
conflict  with any provisions of the Certificate of Incorporation or bylaws of
POC  or  any judicial or administrative order, judgment or decree to which POC
is  a  party  or  is  subject.
     7.04      Consents and Approvals.  No approval, authorization, consent or
               ----------------------
other  action  by,  or  filing with, any governmental authority is required in
connection  with  the  execution  and delivery by POC of this Agreement or the
consummation  of  the  transactions  contemplated  hereby  by  POC.
8.          OBLIGATIONS  OF  THE  PARTIES  UNTIL  CLOSING.
            ---------------------------------------------
     8.01          Conduct  of the Business.  From the date hereof through the
                   ------------------------
Closing,  Company shall conduct the Business in accordance with the provisions
of this Agreement and the Interim Operating Agreement; provided, however, that
Company  shall  not,  without  the  consent  of  Buyer,  incur  any  material
indebtedness  or  enter  into  any  material transaction.  Notwithstanding the
foregoing,  nothing  herein shall prohibit Company from entering into material
transactions  with  respect  to  (a)  that certain Agreement dated December 6,
1996,  between Safeco Insurance Company of America, A & A Associates, Company,
William  R.  Zimmerman,  WRZ/VDK  Acquisition  Corporation,  and  William  R.
Zimmerman  Living  Trust  (the  "Safeco  Agreement"), a copy of which has been
delivered  to  Buyer,  (b)  the  Excluded  Sales  Orders,  (c)  the  Excluded
Receivables,  and  (d)  the  Excluded  Payables.
     8.02          Bulk  Sales.    Buyer shall give notice, in compliance with
                   -----------
Division  6  of  the  California  Corporation  Code,  of  the  bulk  transfer
contemplated  by  this  Agreement.    Company  shall  furnish  Buyer  with the
information  necessary  to  prepare  this  notice.
     8.03         Creditors of Company.  Company shall use its best efforts to
                  --------------------
obtain  the  written  consent  of the creditors of Company to the transactions
contemplated  hereby.    The terms and conditions of any such consent shall be
subject  to  the  approval of Company, in its sole discretion; provided, that,
the  terms  of  any  such  consent  shall  not  adversely  affect Buyer or its
operations  after  the Closing and shall include a release by the creditors of
Company  from  any and all liability relating to or arising in connection with
Company  and the transactions contemplated by this Agreement.  Buyer shall use
its  best  efforts  to  cooperate  fully  in  obtaining  any  such  consents.

<PAGE>
     8.04      Resale Certificate.  Buyer shall furnish any resale certificate
               ------------------
or  other  documents  reasonably  requested  by  Company  to  comply  with the
provisions  of  the  sales  and  use  taxes  of  the  State  of  California.
     8.05          Confidentiality.
                   ---------------
          (a)         Obligations of Company and ZHI.  Neither Company nor ZHI
                      ------------------------------
(including,  in  each  case, its directors, officers, employees, shareholders,
agents, successors, assigns, attorneys and personal representatives) shall, in
any  way,  directly  or indirectly, use or disclose or otherwise reveal to any
person  any  concept,  design, device, process, use, technology, trade secret,
sales  data,  work  of  authorship,  customer list, prospective customer list,
customer  requirement, plan, embodiment, invention, discovery, idea, research,
engineering  method,  practice,  system,  formula, development, improvement or
related  work  product  or  any other intellectual property or confidential or
financial  information  (the "Information") owned by Company or Buyer prior to
the  date  hereof  and either conveyed by Buyer hereunder or made available by
Buyer to Company or ZHI in connection with this Agreement.  Such obligation of
confidentiality  shall  not  extend to any Information which is: (i) generally
known to others, other than as a result of a breach by Company or ZHI of their
obligations hereunder; (ii) part of public knowledge or literature, other than
as  a  result  of  a  breach by Company or ZHI of their obligations hereunder;
(iii) lawfully received by Company or ZHI from a third party who in disclosing
such information does not breach a confidentiality obligation owed to Buyer or
Company  or ZHI; or (iv) required to be disclosed in any legal or governmental
proceeding  or by applicable law.  If the transactions contemplated hereby are
not  consummated, the foregoing shall apply only to Information made available
by  Buyer  to  ZHI  or  Company, and ZHI or Company, as the case may be, shall
return  to  Buyer  all  documents  containing  proprietary  information.   The
obligations  of  Company  and  ZHI  under  this  Section 8.05(a) shall survive
Closing.
          (b)        Obligations of Buyer and POC.  From the date hereof until
                     ----------------------------
the  Closing  and  in  the event that transactions contemplated hereby are not
consummated,  neither  Buyer  nor POC (including, in each case, its directors,
officers,  employees, shareholders, agents, successors, assigns, attorneys and
personal  representatives)  shall,  in any way, directly or indirectly, use or
disclose  or  otherwise  reveal  to  any  person  any concept, design, device,
process,  use,  technology,  trade  secret,  sales  data,  work of authorship,
customer  list,  prospective  customer  list,  customer  requirement,  plan,
embodiment,  invention,  discovery,  idea,  research,  engineering  method,
practice, system, formula, development, improvement or related work product or
any  other intellectual property or confidential or financial information (the
"Wilson  Information")  (a) owned by Company or any of the Affiliated Entities
prior  to  the  date  hereof  and made available by Company to Buyer or POC in
connection  with this Agreement.  Such obligation of confidentiality shall not
extend  to any Information which is: (i) generally known to others, other than
as  a  result of a breach by Buyer or POC of their obligations hereunder; (ii)
part  of public knowledge or literature, other than as a result of a breach by
Buyer  or POC of their obligations hereunder; (iii) lawfully received by Buyer
or POC from a third party who in disclosing such information does not breach a
confidentiality  obligation  owed  to  Company  or ZHI; or (iv) required to be
disclosed  in  any  legal or governmental proceeding or by applicable law.  In
addition,  in  such  case,  Buyer  or POC, as the case may be, shall return to
Company  all documents containing proprietary information.  The obligations of
Buyer  and  POC  under  this  Section  8.05(b)  shall  survive  Closing.
     8.08          Public  Announcements.   Any public announcement or similar
                   ---------------------
publicity  with  respect to this Agreement shall be issued at such time and in
such  manner  as  Buyer  and  Company shall mutually agree.  Company and Buyer
shall  consult  with  each  other  concerning  the  means  by  which Company's
employees,  customers,  and  suppliers and others having dealings with Company
with respect to the Business will be informed of the transactions contemplated
by  this  Agreement.
     8.09          Sales,  General  and  Administrative Expenses.  The parties
                   ---------------------------------------------
acknowledge  that  from  and after December 16, 1996, Company has continued to
incur  sales,  general  and  administrative  expenses  in  connection with the
conduct of the Business ("SG&A Expenses").  At the Closing, Buyer shall pay to
Company the amount of the SG&A Differential (as defined in Section 5.02 of the
Interim  Operating  Agreement;  the "SG&A Payment"), it being understood that,
for  purposes  of this Section 8.09, if there is no Cessation Date (as defined
in Section 5 of the Interim Operating Agreement), then the term "Closing Date"
shall  be  substituted  for the term "Cessation Date" in the definition of the
SG&A  Differential.    Buyer shall pay the SG&A Payment to Company as follows:
one-half  (1/2)  in  cash  at  the  Closing  (the "Closing SG&A Payment"), and
one-half  (1/2)  in  a  note due and payable within thirty (30) days after the
Closing  Date  in  the form of Exhibit C hereto (the "SG&A Note"), which shall
bear  interest at the rate of eight and one quarter percent (8.25%) per annum.
     8.10  Expenses  for  the Benefit of Buyer.  Company and Buyer acknowledge
           -----------------------------------
that  Company  has  incurred  expenses at the request of Buyer as set forth in
Schedule  8.10.    At  the  Closing,  Buyer  shall  reimburse Company for such
expenses  and  any  additional expenses incurred at the written request of POC
prior  to the Closing (other than expenses in connection with the consummation
of  this  transaction),  in  cash  (the  "Expense  Reimbursement").
9.          CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER AND POC.          The
            ----------------------------------------------------
obligations  of  Buyer  and POC to consummate the transactions contemplated by
this  Agreement  shall  be  subject to the fulfillment by or at the Closing of
each  of  the following conditions, any or all of which may be waived by Buyer
or  POC  in  their  sole  discretion:
     9.01          Representations  and  Warranties.   The representations and
                   --------------------------------
warranties of Company and ZHI shall have been true and correct in all material
respects as of the date of this Agreement and shall be true and correct in all
material  respects at or as of the Closing Date as though such representations
and  warranties  were  made  at  such  time.
     9.02      Performance of Covenants.  Company and ZHI shall have performed
               ------------------------
or complied in all material respects with all of the agreements, covenants and
conditions required by this Agreement to be performed or complied with by them
prior  to  or  at  the  Closing.
     9.03        Approvals.  All consents or approvals listed on Schedule 9.03
                 ---------
shall  have  been  obtained.
     9.04          Creditors.  The outstanding creditors of Company shall have
                   ---------
consented in writing to the transactions contemplated by this Agreement as set
forth  in  Section  8.03,  and  the  Purchased Assets, the assets owned by the
Affiliated  Entities  and  the  Shares  shall  be  free  of  all  liens  and
encumbrances.
     9.05          Legal  Matters.  The Closing shall not violate any order or
                   --------------
decree  of  any  court  or  governmental body of competent jurisdiction and no
suit,  action,  proceeding  or  investigation,  shall  have  been  brought  or
threatened by any person or entity (other than Buyer or an affiliate of Buyer)
which questions the validity or legality of this Agreement or the transactions
contemplated  hereby.
     9.06          SG&A Payment and Expense Reimbursement Amount.  Company and
                   ---------------------------------------------
Buyer  shall  have  agreed upon the amount of the SG&A Payment and the Expense
Reimbursement.
10.          CONDITIONS  PRECEDENT  TO  THE  OBLIGATIONS  OF  ZHI AND COMPANY.
             ----------------------------------------------------------------
     The  obligations  of  ZHI  and  Company  to  consummate  the transactions
contemplated  by  this  Agreement shall be subject to the fulfillment by or at
the  Closing  of  each of the following conditions, any or all of which may be
waived  by  Company  in  its  sole  discretion:
     10.01 Representations and Warranties.  The representations and warranties
           ------------------------------
of  Buyer and POC shall have been true and correct in all material respects as
of  the  date  of this Agreement and shall be true and correct in all material
respects  at  or  as  of  the  Closing Date as though such representations and
warranties  were  made  at  such  time.
     10.02  Performance  of  Covenants.  Buyer and POC shall have performed or
            --------------------------
complied  in  all  material respects with all of the agreements, covenants and
conditions required by this Agreement to be performed or complied with by them
prior  to  or  at  the  Closing.
     10.03  Approvals.    All  consents  or approvals listed on Schedule 10.03
            ---------
shall  have  been  obtained.
     10.04  Creditors.    The  outstanding  creditors  of  Company  shall have
            ---------
consented in writing to the transactions contemplated by this Agreement as set
forth  in  Section  8.03.
     10.05  Legal  Matters.  The Closing shall not violate any order or decree
            --------------
of  any  court  or  governmental  body  of competent jurisdiction and no suit,
action,  proceeding or investigation, shall have been brought or threatened by
any  person  or  entity  (other than Company or an affiliate of Company) which
questions  the  validity  or  legality  of  this Agreement or the transactions
contemplated  hereby.
     10.06   SG&A Payment and Expense Reimbursement Amount.  Company and Buyer
             ---------------------------------------------
shall  have  calculated  the  amount  of  the  SG&A  Payment  and  the Expense
Reimbursement.
11.          CLOSING.
             -------
     11.01  The  Closing  Date.  The consummation of the sale of the Purchased
            ------------------
Assets  and the Shares (the "Closing") shall take place at the office of Rodi,
Pollock,  Pettker,  Galbraith  &  Cahill,  A  Law Corporation, 801 South Grand
Avenue, Suite 400, Los Angeles, California 90017 within five (5) business days
after  the conditions set forth in Sections 9 and 10 hereof are satisfied (the
"Closing  Date").    Such  Closing  shall  be  deemed  to be effective for all
purposes  as  of  the  close  of  business  on  the  Closing  Date.
     11.02 Actions and Deliveries by Company and ZHI.  At the Closing, Company
           -----------------------------------------
and  ZHI,  as the case may be, shall deliver or cause to be delivered to Buyer
the  following which shall be reasonably satisfactory in form and substance to
Buyer  and  its  counsel  and  which  shall constitute conditions precedent to
Buyer's  obligations  hereunder:
          (a)   such instruments of assignment and conveyance as are necessary
or  appropriate to transfer title to the Purchased Assets by Company to Buyer,
including,  without  limitation,  a  bill of sale and assignment of contracts;
          (b)         duly endorsed stock assignments and certificates for the
Shares  executed  by  ZHI;
          (c)       copies of resolutions by the board of directors of Company
authorizing  the  execution and delivery of this Agreement and the performance
of  Company's  covenants  and obligations under it, which resolutions shall be
certified  by  Company's  Secretary  or  Assistant  Secretary;
          (d)  certificate of good standing for Company, as of a date not more
than  five  (5)  days  before  the  Closing  Date;
          (e)          copies  of resolutions by the board of directors of ZHI
authorizing  the  execution and delivery of this Agreement and the performance
of  ZHI's  covenants  and  obligations  under  it,  which resolutions shall be
certified  by  ZHI's  Secretary  or  Assistant  Secretary;
          (f)    certificate  of  good standing for ZHI, as of a date not more
than  five  (5)  days  before  the  Closing  Date;
          (g)          opinions  from  counsel  for Company and ZHI, in a form
reasonably  satisfactory to Buyer and its counsel in which counsel for Company
and  ZHI  may rely on representations of officers and directors of Company and
ZHI  as  to  factual  matters  and on certificates of government officers; and
          (h)         a certificate in a form satisfactory to Buyer certifying
that the conditions set forth in Sections 10.01 and 10.02 have been satisfied.

<PAGE>
     11.03 Actions and Deliveries by Buyer and POC.  At the Closing, Buyer and
           ---------------------------------------
POC, as the case may be, shall deliver or cause to be delivered to Company and
ZHI,  as the case may be, the following which shall be reasonably satisfactory
in  form  and  substance to Company and its counsel and which shall constitute
conditions  precedent  to  Company's  obligations  hereunder:
          (a)    a  limited  assumption  of  liability  agreement;
          (b)          the  Royalty  Note;
          (c)          the  Convertible  Debenture;
          (d)          the  SG&A  Note;
          (e)          the  Closing  SG&A  Payment;
          (f)          the  Expense  Reimbursement;
          (g)     copies of resolutions pertaining to Buyer's authorization of
the  execution  and  delivery of this Agreement and the performance of Buyer's
covenants  and  obligations  under it, which resolutions shall be certified by
Buyer's  Secretary  or  Assistant  Secretary;
          (h)       copies of resolutions pertaining to POC's authorization of
the  execution  and  delivery  of  this Agreement and the performance of POC's
covenants  and  obligations  under it, which resolutions shall be certified by
POC's  Secretary  or  Assistant  Secretary;
          (i)         certificate of good standing for Buyer, as of a date not
more  than  five  (5)  days  before  the  Closing  Date;
          (j)      certificate of good standing for POC, as of a date not more
than  five  (5)  days  before  the  Closing  Date;
          (k)          an  opinion  from  counsel for Buyer and POC, in a form
satisfactory  to  Company and its counsel in which may rely on representations
of officers and directors of Buyer and on certificates of government officers;
          (l)     a resale certificate or other documents reasonably requested
by  Company to comply with the provisions of the sales and use tax laws of the
State  of  California;
          (m)     a check from POC in an amount sufficient to cover applicable
sales  and  use  taxes  imposed by the State of California on the transactions
contemplated  by  this  Agreement;  and
          (n)        a certificate in a form satisfactory to Seller certifying
that  the  conditions set forth in sections 9.01 and 9.02 have been satisfied.
12.          TERMINATION.
             -----------
     12.01  Termination Events.  This Agreement by notice given prior to or at
            ------------------
the  Closing  may  be  terminated:
          (a)     by either Buyer, POC, Company or ZHI if a material breach of
any  provision  of  this Agreement or the Interim Operating Agreement has been
committed  by  any  other  party  and  the  breach  has  not  been  waived;
          (b)      (i)     by Buyer or POC if any of the conditions in Section
9  has  not been satisfied as of the Closing Date or if satisfaction of such a
condition  becomes  impossible (other than through the failure of Buyer or POC
to  comply with its obligations under this Agreement) and Buyer or POC, as the
case

<PAGE>
may  be,  has  not  waived  such  condition  on or before the Closing Date, or
               (ii)     by Company or ZHI, if any of the conditions in Section
10  has not been satisfied as of the Closing Date or if satisfaction of such a
condition  is or becomes impossible (other than through the failure of Company
or  ZHI  to  comply  with its obligations under this Agreement) and Company or
ZHI,  as  the  case  may  be,  has  not waived such condition on or before the
Closing  Date;  or
          (c)      by mutual consent of Buyer, POC, Company and ZHI; provided,
however, that notwithstanding the foregoing, this Agreement shall terminate by
its  terms  if  the  Closing has not occurred within three (3) years after the
date  hereof.
     12.02  Effect  of  Termination.   Each party's right of termination under
            -----------------------
Section  12.01  is  in  addition  to  any  other rights it may have under this
Agreement  or  otherwise, and the exercise of a right of termination shall not
be  an  election  of  remedies.    If this Agreement is terminated pursuant to
Section  12.01,  all  further  obligations of the parties under this Agreement
shall  terminate,  except  the  obligations  in  Section  8.05  shall survive;
provided,  however, that if this Agreement is terminated by a party because of
a breach of the Agreement by the other party or parties or because one or more
of  the conditions to the terminating party's obligations under this Agreement
is  not  satisfied as a result of the other party or parties failure to comply
with  its  or  their  obligations, the terminating party's right to pursue all
legal  remedies  shall  survive  such  termination  unimpaired.
13.          POST-CLOSING  OBLIGATIONS.
             -------------------------
     13.01  Employees.   Effective immediately upon Closing, Buyer shall offer
            ---------
to  continue to employ each person set forth on Schedule 13.01 who immediately
prior  to  Closing  is an employee of Company.  Each such person who continues
employment  shall  be  employed at the same salary and wages as were in effect
immediately  prior  to  the  Closing,  and on substantially the same terms and
conditions  as  those  covering such employee immediately prior to the Closing
subject  to  Buyer's rights, except to the extent limited by law or agreement,
to revise and modify any terms, conditions, practices, policies, and benefits.
Nothing  in  this  Agreement shall require Buyer to continue the employment of
any  employee  for  any  specific  duration or the continuation by Buyer after
Closing  of  any  existing  terms, conditions, practices, policies, or benefit
plans  of  Company,  nor  obligate  Buyer  to continue such terms, conditions,
practices, policies, or benefits for any specific duration, except as required
by  law  or  other  agreements.
     13.02    Unfinished  Safeco  Orders.  Until such time as the sales orders
              --------------------------
retained  by  Company  and  identified  on  Schedule  13.02  are complete (the
"Unfinished Safeco Orders"), Buyer shall make James E. Antinone, Mike Jadeski,
Denis  Ding, Richard Remington, Murray Remington, Brad Minami and Jeff Pletch,
(the  "Loaned  Employees")  available  to  Company,  at no cost to Company, to
perform  all  work  necessary  to  complete the Unfinished Safeco Orders in an
expeditious  manner.    Until  the earlier of May 30, 1997 or such time as the
Unfinished  Safeco  Orders  have  been completed, each of the Loaned Employees
shall  be available for use by Company for at least one-half of each work week
for  each  Loaned Employee.  From and after May 30, 1997, until the earlier of
December  1,  1997,  or  the  completion  of the Unfinished Safeco Orders, the
Loaned  Employees  shall  be  available for use by Company for not more than a
combined  total  of forty (40) hours per week; provided, however, that Company
shall  designate the Loaned Employees utilized for each forty (40) hour period
each  week.   In the event that the Unfinished Safeco Orders are not completed
by  December  1, 1997, Buyer shall make such employees available to Company at
cost  plus  ten  percent (10%).  During such hours as the Loaned Employees are
available  for  use by Company, such employees shall work at the direction and
control  of  Company.   Until the earlier of December 1, 1997, or such time as
Company  notifies  Buyer that the Unfinished Safeco Orders are complete, Buyer
shall  not  terminate  the  Loaned  Employees  other  than  for  cause.
     13.03  Access to Records.      From and after Closing, Buyer will provide
            -----------------
to  Company  whatever  assistance  Company  may  reasonably request, including
making  records,  information,  witnesses  and  personnel  available  for  the
purposes  of  (a) preparing any tax returns, audit or other examination by any
taxing authority or judicial or administrative proceeding related to liability
for  taxes,  or (b) for such other purposes for which access to such documents
is  reasonably  believed  by  Company to be necessary; provided, however, that
access  to such books, records, documents and employees shall not unreasonably
interfere  with  the  normal  operation  of  Buyer.   Buyer shall maintain and
preserve  all  such  books, records and other documents for the greater of six
(6)  years  after  Closing or any applicable statutory or regulatory retention
period,  and  shall  notify  Company  before  such  records  are  destroyed.
     13.04    Inventory.    Commencing  at the Closing and ending on the first
              ---------
anniversary of the Closing, Buyer shall use its reasonable best efforts to use
inventory  purchased  from  Company  pursuant  to  this Agreement first before
purchasing  inventory  to  replace  such  inventory.  Buyer shall utilize such
inventory  notwithstanding the availability of replacement inventory at a cost
lower than the book value of the inventory purchased hereunder.  Commencing at
the  Closing  and  ending on the first anniversary of the Closing, Buyer shall
account  for inventory for purposes of this Agreement on a first in, first out
(FIFO)  basis.
     13.05  Assumed  Accounts  Receivable.   From and after the Closing, Buyer
            -----------------------------
shall  exercise  prompt  and  diligent efforts to collect the Assumed Accounts
Receivable;  provided,  however, that Buyer may not compromise or discount any
such  Assumed Accounts Receivable.  To the extent that any uncollected Assumed
Accounts  Receivable  are  excluded  from  the  Assumed  Accounts  Receivable
Valuation,  Buyer  shall transfer, set over and assign all of its right, title
and  interest  to  Company  in  and  to  such  uncollectible  Assumed Accounts
Receivable.
     13.06  Covenant  Not  to  Compete;  No  Raid.
            -------------------------------------
          (a)       Company and ZHI each agree that it shall not and shall not
permit  any  affiliate  (including,  in each case, its directors, officers and
shareholders),  to  engage in, and shall use their best efforts to prevent any
joint  venture  of  Company or ZHI or any such affiliate from, for a period of
five (5) years after the Closing Date, engaging in, the Business ("Competitive
Activities");  provided,  however,  that  the  foregoing  shall  not prohibit:
               --------   -------
               (i)    Company, ZHI and any of their affiliates, any such joint
venture or any of the accounts managed by them, including, without limitation,
any  pension  or  other  benefit  plan  of  Company  and  ZHI, from owning any
outstanding  capital stock or other equity interests of any person engaging in
any  Competitive  Activities,  provided  the aggregate beneficial ownership of
Company  and  ZHI  (without reference to pension or other benefit plan assets)
does  not  exceed  more  than  five percent (5%) of all issued and outstanding
securities  of  any  such  person;
               (ii)    Company,  ZHI  and  any of their affiliates or any such
joint  venture from engaging in the Competitive Activities with respect to any
or all of the Excluded Assets or any other businesses other than the Business;

<PAGE>
               (iii)    Company,  ZHI  and any of their affiliates or any such
joint venture from acquiring a business that engages in Competitive Activities
provided  that  (x) such activities do not constitute more than twenty percent
(20%)  of  the revenues or assets of the business to be acquired (based on the
sales  of such business during the preceding four full calendar quarters), and
(y)  Company,  ZHI  and  any  affiliate  or joint venture, as the case may be,
divests  that  portion  of  the  business  to  be  acquired  that  engages  in
Competitive  Activities  within  twelve  (12)  months  after  the  acquisition
thereof;  and
               (iv)    Company, ZHI and any of their affiliates from managing,
operating  and/or  disposing of any of the Excluded Assets, including, without
limitation,  liquidation  of  the  inventory  constituting  Excluded  Assets;
provided,  further, that the prohibitions in this Section 13.06 shall cease to
--------   -------
apply  (effective  as  of  the  time  of  such  transfer) to any businesses or
operations  of Company, ZHI or any of their subsidiaries which are transferred
to  any third party (other than to a subsidiary or affiliate or any such joint
venture  of  Company  or  ZHI)  after  the  date  hereof.
          (b)       No-Raid Covenant.  Except as otherwise provided in Section
                    ----------------
13.06  of this Agreement, for a period of five (5) years following the Closing
Date,  without the prior written approval of POC or Buyer, neither Company nor
ZHI  (nor  any  of  their  affiliates)  shall  solicit  or induce (or initiate
discussions  relating  to  future  employment  with), any salaried employee or
person  employed by Buyer in a management position in the Business on the date
of  such  solicitation  or inducement or the initiation of such discussions to
accept  employment  with  Company,  ZHI  or  any affiliate thereof, except for
persons  whose  employment  is  solicited or procured through newspaper ads or
through the services of executive search firms engaged in a broad-based search
(and  not  engaged  for  the  purpose  of  circumventing  this Section 13.06).
     13.07    Warranty.    At  the request of Company, in writing, Buyer shall
              --------
perform  warranty  work  in  connection with products manufactured and sold by
Company  prior  to  Closing.  To the extent any warranty work is requested, in
writing,  by Company in connection with such products, Company shall reimburse
Buyer  in the amount of the cost of such warranty work plus ten percent (10%).
Payment  shall  be  due  and  payable  within  thirty  (30)  days  of invoice.
     13.08    Guaranty.    POC  hereby  unconditionally guarantees that to the
              --------
extent  Buyer fails to make a payment due under either the Royalty Note or the
SG&A  Note  then,  upon written demand of Company, POC will promptly make such
payment  or  cause  it  to be made.  Company shall not be required to seek any
recovery  from  Buyer  prior  to  enforcing  POC's  obligations  hereunder.
     13.09  Change  of  Corporate  Name.    As  soon  as practicable after the
            ---------------------------
Closing,  Company  shall  take  all  action  necessary  or

<PAGE>
appropriate  to  change  its  name  to  a name which does not include the name
"Wilson"  or  any  derivation  thereof.
     13.10 Bids.  Company and Buyer shall use their reasonable best efforts to
           ----
transfer from Company to Buyer open bids, if any, upon their acceptance by the
customer,  to the extent that Buyer determines that it desires to enter into a
contract  with  the  customer  based  upon  the bid (each, an "Accepted Bid").
Notwithstanding  the  foregoing, Company shall have no obligation hereunder to
enter  into  any  contract  with  any customer in connection with any such bid
accepted  by  customer.
14.    INDEMNIFICATION;  SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.
       ----------------------------------------------------------------
     14.01  Indemnities  by Company.  Company shall indemnify, defend and hold
            -----------------------
harmless  Buyer,  its  directors,  officers,  employees, shareholders, agents,
successors,  assigns, attorneys and personal representatives from, against and
in  respect  of  any  and  all  actions,  suits, proceedings, claims, demands,
losses,  costs,  expenses,  obligations,  liabilities,  judgments,  damages,
recoveries  and  deficiencies,  including,  without  limitation,  interest,
penalties  and  reasonable attorneys' fees (collectively "Damages") that Buyer
shall  incur or suffer which arise out of, result from or relate to any of the
following:
          (a)   any misrepresentation, breach of warranty or nonfulfillment of
any  agreement  on  the  part  of  Company  under this Agreement or any of the
documents,  agreements or instruments delivered in connection herewith or from
any  misrepresentation  in or omission from any certificate, schedule, exhibit
or  other  instrument  furnished  or  to  be furnished by Company hereunder or
thereunder  to  the extent, and only to the extent, that such representations,
warranties  or  agreements  survive  the  Closing;  and
          (b)  the Excluded Liabilities; provided, however, that Company shall
not  have  liability  under  this Section 14.01 to the extent, and only to the
extent,  of  Damages  caused  as a result of any action taken or omitted to be
taken  by  Buyer  after  the  Closing  Date.
     14.02  Indemnities by ZHI.  ZHI shall indemnify, defend and hold harmless
            ------------------
Buyer,  its  directors, officers, employees, shareholders, agents, successors,
assigns,  attorneys  and personal representatives from, against and in respect
of  any  and  all Damages that Buyer shall incur or suffer which arise out of,
result  from  or  relate  to  any  of  the  following:
          (a)   any misrepresentation, breach of warranty or nonfulfillment of
any agreement on the part of ZHI under this Agreement or any of the documents,
agreements  or  instruments  delivered  in  connection  herewith  or  from any
misrepresentation  in  or  omission from any certificate, schedule, exhibit or
other  instrument  furnished or to be furnished by ZHI hereunder or thereunder
to  the  extent, and only to the extent, that such representations, warranties
or  agreements  survive  the  Closing;
          (b)   any obligation or liability for product liability for products
manufactured  and  sole  and for services performed prior to the Closing Date;
and
          (c)      any obligation, duty or liability incurred prior to Closing
relating  to  Company's  use,  discharge,  treatment,  storage,  generation or
disposal  of  hazardous  substances  as defined by any federal, state or local
statute,  rule  or  regulation  concerning or related to the protection of the
environment,  including,  without  limitation, the Comprehensive Environmental
Response,  Compensation and Liability Act of 1980, as amended, 42 U.S.C. '9601
et  seq;  provided,  however,  that  neither  ZHI  nor  Company shall have any
liability  under  this Section 14.02 to the extent, and only to the extent, of
Damages caused as a result of any action taken or omitted to be taken by Buyer
after  the  Closing  Date.
     14.03  Indemnities  by  Buyer  and  POC.    Buyer  and  POC,  jointly and
            --------------------------------
severally,  shall  indemnify,  defend and hold harmless Company and ZHI, their
directors,  officers,  employees,  shareholders,  agents, successors, assigns,
attorneys  and  personal representatives against and in respect of any and all
Damages  that  Company or ZHI shall incur or suffer which arise out of, result
from  or  relate  to  any  of  the  following:
          (a)  any  misrepresentation, breach of warranty or nonfulfillment of
any  agreement  on the part of Buyer or POC under this Agreement or any of the
documents,  agreements or instruments delivered in connection herewith or from
any  misrepresentation  in or omission from any certificate, schedule, exhibit
or  other  instrument  furnished  or to be furnished by Buyer or POC hereunder

<PAGE>
or  thereunder  to  the  extent,  and  only  to  the  extent,  that  such
representations,  warranties  or  agreements  survive  the  Closing;
          (b)  the  Assumed Liabilities; provided, however, that neither Buyer
or  POC  shall  have any liability under this Section 14.03 to the extent, and
only  to  the  extent,  of  Damages  caused as a result of any action taken or
omitted  to  be  taken  by  Company  after  the  Closing  Date;  and
          (c)    any  Accepted  Bid.
     14.04  Notice  of  Indemnifying  Party.   If any party (the "Indemnitee")
            -------------------------------
receives notice of any claim, assertion or other commencement of any action or
proceeding  or  becomes  aware  of  any matter with respect to which the other
party  is  obligated  to  provide  indemnification  (the "Indemnifying Party")
pursuant  to Section 14.01, 14.02 or 14.03, the Indemnitee shall promptly give
the  Indemnifying  Party  written notice thereof.  Failure to give such notice
shall  not  affect  a  party's  right  to  be indemnified hereunder; provided,
                                                                     --------
however, that the Indemnifying Party's liability hereunder shall be limited to
      -
that which would have existed had prompt notice been given, and the Indemnitee
shall  be  solely  responsible for, and shall indemnify the Indemnifying Party
from,  such  increased liability, if any, as shall have been occasioned by its
failure  to  provide  the  Indemnifying  Party  with  prompt  notice.    The
Indemnifying  Party  shall  have  the  right  to  defend, at such Indemnifying
Party's  own expense and by such Indemnifying Party's counsel, any such matter
involving  the  asserted  liability  of  the  Indemnitee.   In such event, the
Indemnitee,  the Indemnifying Party and the Indemnifying Party's counsel shall
cooperate  in the defense against any such asserted liability.  The Indemnitee
may  participate in the defense of such asserted liability at its own expense;
provided,  however,  that  if the Indemnitee elects not to participate in such
--------   -------
defense,  the  Indemnifying  Party shall keep the Indemnitee fully apprised at
--
all  times as to the status of the defense or any settlement negotiations with
--
respect  thereto.    If  the Indemnifying Party does not notify the Indemnitee
within thirty (30) days, or within such shorter response period as is required
to  avoid  prejudice  to  the ability to defend against such claim, assertion,
action  or  proceeding,  after  receipt of Indemnitee's notice of an action or
proceeding  that  the Indemnifying Party intends to assume the defense of such
claim,  action,  assertion  or proceeding, then the Indemnitee may defend such
claim,  action,  assertion  or  proceeding.    Neither  party  shall  effect a
settlement  of  any  action  or claim without the prior written consent of the
other  party,  which  consent  shall  not  be unreasonably withheld; provided,
                                                                     --------
however,  that if the Indemnifying Party desires to effect a settlement of any
     --
such  action  or  claim  for  the  payment of money only and in exchange for a
release  of  all known and unknown claims against Indemnitee, it shall present
to  the  Indemnitee  for  approval  of  such  a  bona fide settlement which is
acceptable  to  the  other  party  to  the  claim  or  action  (the  "Proposed
Settlement")  and,  if  the Indemnitee objects to the Proposed Settlement, the
Indemnitee  shall cooperate fully in such defense and shall have the right, at
its sole expense, to proceed in the defense of such action or claim; provided,
                                                                     --------
further,  that,  under  such  circumstance, in no event shall the Indemnifying
-------
Party's  liability  exceed the amount of the Proposed Settlement, and that the
---
Indemnitee  shall  indemnify  and  hold  harmless  the  Indemnifying Party for
liabilities,  if  any, in excess of the amount of the Proposed Settlement.  If
the  Indemnifying  Party  chooses  to  defend  any claim, the Indemnitee shall
cooperate  fully  in such defense and shall make available to the Indemnifying
Party  any  books,  records  or  other  documents  within its control that are
reasonably  necessary  or  appropriate  for  such  defense.
     14.05  Limitations  on  Liability  of  Company  and  ZHI.
            -------------------------------------------------
          (a) Company and ZHI shall have no obligation to indemnify Buyer, POC
or  any  other  person  against Damages pursuant to this Section 14 unless and
until  the aggregate of all such Damages suffered or incurred by Buyer or such
persons  exceed  the sum of Fifty Thousand Dollars ($50,000.00) and then or in
for  the  amount  by  which  such  Damages  exceeds  Fifty  Thousand  Dollars
($50,000.00);  provided,  that  in  no  event shall the aggregate liability of
Company  or  ZHI  for  Damages  pursuant  to this Section 14 exceed the unpaid
principal amount of the Royalty Note, as adjusted pursuant to its terms or the
terms  of this Agreement, plus all amounts paid by Buyer to Company in respect
of  the  Royalty Note, in the case of Company, and Two Hundred Twenty Thousand
Dollars ($220,000.00) in the case of ZHI; provided, further, however, that the
foregoing  limitations  shall  not  apply  (i)  to  Company's  indemnification
obligations  under  Section  14.01(b)  hereof or (ii) to ZHI's indemnification
obligations  under  Sections  14.02(b)  and  14.02(c)  hereof.
          (b)     Notwithstanding anything to the contrary herein, Company and
ZHI  shall  have  no  obligation  to  indemnify Buyer, POC or any other person
against  Damages  resulting  from  a  breach  of  representation  or  warranty
hereunder  to  the  extent that Buyer or POC had actual knowledge prior to the
date  hereof  that such representation or warranty was untrue or incorrect, or
to  the extent that Buyer or POC acquired such actual knowledge after the date
hereof and prior to the Closing and with such actual knowledge consummated the
transactions  contemplated  hereby.
     14.06  Offset.    Buyer  shall have the right to offset Damages hereunder
            ------
against  the  principal  amount  of, and payments due under, the Royalty Note.
     14.07  Survival.  All representations and warranties contained in or made
            --------
pursuant  to  this  Agreement  or  in  any agreement, certificate, document or
statement  delivered pursuant hereto shall survive the Closing for a period of
two  (2)  years; provided, however, that Company's indemnification obligations
under  Section  14.01(b)  and  ZHI's indemnification obligations under Section
14.02(b)  and  Section 14.02(c) shall survive the Closing for their applicable
statutes  of  limitations.
     14.08  Sole  Remedies.   The remedies provided for in this Section 14 are
            --------------
exclusive  and  shall  be  in  lieu  of  all other remedies for breach of this
Agreement,  including,  without  limitation,  for breaches of representations,
warranties,  covenants  and  agreements hereunder; provided, however, that the
foregoing clause of this sentence shall not be deemed a waiver by any party of
any right to specific performance or any remedy arising by way of any claim of
fraud  with  respect  to  this  Agreement.
15.          MISCELLANEOUS.
             -------------
     15.01  Disclaimers.
            -----------
          (a)        In connection with Buyer's investigation of the Business,
certain  projections,  and  certain  business  plan information for succeeding
fiscal  years were made available to Buyer.  Buyer acknowledges that there are
uncertainties  inherent  in  attempting  to  make  such  projections and other
forecasts  and  plans,  that  Buyer  is familiar with such uncertainties, that
Buyer  is  taking  full  responsibility  for  making its own evaluation of the
adequacy  and  accuracy  of  all  projections and other forecasts and plans so
furnished  to it, and that Buyer shall not have any claim against Company with
respect  thereto.    Accordingly,  Company makes no representation or warranty
with  respect  to  such  projections  and  other  forecasts  and  plans.
          (b)       Buyer acknowledges that Company is not conducting business
in  the  ordinary  course and that there have been material adverse changes in
the  business,  financial  condition,  operations,  results  of  operations or
further  prospects  of  Company  and  the  Affiliated  Entities.  Accordingly,
Company  makes  no  representation  that  it is conducting its business in the
ordinary  course or that there has not been any material adverse change in the
Business,  financial  condition  operations,  results  or  operation or future
prospects  of  Company  and  the  Affiliated  Entities.
     15.02  Further  Assurances.
            -------------------
           (a)    Company,  at any time after the Closing Date, shall execute,
acknowledge, and deliver any further deeds, assignments, conveyances, bills of
sale,  and other assurances, documents and instruments of transfer, reasonably
requested by Buyer and will take any other action consistent with the terms of
this  Agreement  that  may be reasonably requested by Buyer for the purpose of
transferring,  assigning,  granting,  conveying,  delivering  or confirming to
Buyer,  or  reducing  to  possession,  any or all of the Assets transferred to
Buyer  pursuant  to  this  Agreement  as  of  the  Closing Date or that may be
requested  by Buyer as necessary to carry out the purposes and intents of this
Agreement.
          (b)    Buyer,  at  any  time  after the Closing Date, shall execute,
acknowledge  and deliver any further documents and instruments, and shall take
any  other  action  consistent  with  the terms of this Agreement, that may be
reasonably  requested  by  Company  as necessary to carry out the purposes and
intents  of  this  Agreement.
     15.03  Brokers  and Finders.  Each of the parties agrees to indemnify and
            --------------------
hold  harmless one another against any loss, liability, damage, cost, claim or
expense incurred by reason of any brokerage commission or finder's fee alleged
to  be  payable  because of any act, omission or statement of the indemnifying
party.
     15.04  Other Costs.  Each of the parties shall pay all costs and expenses
            -----------
incurred  or  to be incurred by it in negotiating and preparing this Agreement
and  in  closing  and  carrying  out  the  transactions  contemplated  by this
Agreement.
     15.05  Headings.   The subject headings of the Sections of this Agreement
            --------
are  included  for  purposes  of  convenience  only  and  shall not affect the
construction  or  interpretation  of  any  of  its  provisions.
     15.06  Integration;  Waiver.    This Agreement, and the other agreements,
            --------------------
documents,  certificates and instruments delivered hereunder and the Schedules
hereto,  constitute the entire agreement between the parties pertaining to the
subject  matter herein and therein and supersede all prior and contemporaneous
agreements,  representations  and  understandings  of  the  parties including,
without limitation, the Letter of Commitment dated November 13, 1996 among the
parties.  No party hereto is making any representation or warranty whatsoever,
express  or  implied,  oral  or  written, beyond those expressly given in this
Agreement.    No supplement, modification or amendment of this Agreement shall
be binding unless executed in writing by all the parties.  No waiver of any of
the  provisions  of  this  Agreement  shall  be deemed, or shall constitute, a
waiver  of  any  other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver.  No waiver shall be binding unless executed in
writing  by  the  party  making  the  waiver.
     15.07 Counterparts.  This Agreement may be executed simultaneously in one
           ------------
or  more  counterparts,  each of which shall be deemed an original, but all of
which  together  shall  constitute  one  and  the  same  instrument.
     15.08  Schedules.   Each Schedule delivered pursuant to the terms of this
            ---------
Agreement  constitutes  an  integral  part  of  this  Agreement.
     15.09  Severability.    If any term or provision of this Agreement or the
            ------------
application  thereof  to  any  person  or  circumstance shall to any extent be
invalid  or  unenforceable, the remainder of this Agreement or the application
of such terms or provisions to persons or circumstances other than those as to
which  it  is invalid or unenforceable, shall not be affected thereby and each
term  and  provision  of  this  Agreement  shall  be valid and enforced to the
fullest  extent  permitted  by  law.
     15.10  Other  Parties.    Nothing  in  this Agreement, whether express or
            --------------
implied,  is  intended  to confer any rights or remedies under or by reason of
this  Agreement  on  any  persons  other  than  the  parties  to  it and their
respective  successors and assigns, nor is anything in this Agreement intended
to  relieve  or  discharge the obligation or liability of any third persons to
any  party  to  this Agreement, nor shall any provision give any third persons
any  right  of subrogation or action over against any party to this Agreement.
     15.11  Inurement;  Assignment.    This Agreement shall be binding on, and
            ----------------------
shall  inure  to the benefit of, the parties to it and their respective heirs,
legal  representatives,  successors,  and  assigns, but may not be assigned by
either  party  without the prior written consent of the other party; provided,
however,  that Company and ZHI, as the case may be, may assign its interest in
the,  the  Royalty  Note  or  the  Convertible  Debenture and their respective
guarantees  to any secured or unsecured creditors of Company or the Affiliated
Entities  without  the  consent  of  Buyer  or  POC.
     15.12  Notices.  All notices, requests, demands, and other communications
            -------
under this Agreement shall be in writing and shall be deemed to have been duly
given  on the date of service if served personally on the party to whom notice
is  to  be  given, on the date of transmission if sent by telex, telecopier or
telegraph,  or  on  the fifth day after mailing if mailed to the party to whom
notice  is  to  be  given, by first-class mail, registered or certified\return
receipt  requested,  postage  prepaid,  and  properly  addressed  as  follows:


        To Buyer:    Wilson Acquisition Corporation
                     c/o Penn Octane Corporation
                     5847 San Felipe, Suite 3420
                     Houston, Texas  77057
                     Attn:  Jerome B. Richter

                     Tel:  (713) 952-5703
                     Fax:  (713) 952-1323


<PAGE>
        Copy to:     Coudert Brothers
                     1114 Avenue of the Americas
                     New York, New York  10036
                     Attn:  Arnold H. Tracy, Esq.

                     Tel:  (212) 626-4400
                     Fax:  (212) 626-4120


        To POC:      Penn Octane Corporation
                     5847 San Felipe, Suite 3420
                     Houston, Texas  77057
                     Attn:  Jerome B. Richter

                     Tel:  (713) 952-5703
                     Fax:  (713) 952-1323


        Copy to:     Coudert Brothers
                     1114 Avenue of the Americas
                     New York, New York  10036
                     Attn:  Arnold H. Tracy, Esq.

                     Tel:  (212) 626-4400
                     Fax:  (212) 626-4120


        To Company:  Wilson Technologies Incorporated
                     c/o Zimmerman Holdings, Inc.
                     2600 Mission Street, Suite 100
                     San Marino, CA  91108-1676
                     Attn.:  William R. Zimmerman

                     Tel:  (818) 441-0444
                     Fax:  (818) 441-6946


        Copy to:     Rodi, Pollock, Pettker, Galbraith
                     & Cahill, A Law Corporation
                     801 South Grand Avenue, Suite 400
                     Los Angeles, CA  90017
                     Attn.:  Henry P. Pramov, Jr., Esq.

                     Tel:  (213) 895-4900
                     Fax:  (213) 895-4921



<PAGE>
        To ZHI:      Zimmerman Holdings, Inc.
                     2600 Mission Street, Suite 100
                     San Marino, CA  91108-1676
                     Attn.:  William R. Zimmerman

                     Tel:  (818) 441-0444
                     Fax:  (818) 441-6946


        Copy to:     Rodi, Pollock, Pettker, Galbraith
                     & Cahill, A Law Corporation
                     801 South Grand Avenue, Suite 400
                     Los Angeles, CA  90017
                     Attn.:  Henry P. Pramov, Jr., Esq.

                     Tel:  (213) 895-4900
                     Fax:  (213) 895-4921


     Any party may change its address for purposes of this paragraph by giving
the  other  party  notice  of  the  new address in the manner set forth above.
     15.14  Governing  Law.
            --------------
     This  Agreement  shall  in  all  respects,  including  all  matters  of
construction,  validity  and  performance,  be  governed by, and construed and
enforced in accordance with, the laws of the State of California applicable to
contracts  entered into in that state between citizens of that state and to be
performed  wholly  within  that state without reference to any rules governing
conflicts  of  laws.    The parties agree that any venue for any suit, action,
proceeding or litigation arising out of or in relation to this Agreement shall
be  in  any  federal  or state court in Los Angeles, California having subject
matter jurisdiction.  Each of the parties consents to the jurisdiction of such
courts  in  any such action or proceeding and waives any objection to venue in
such  courts  in  any  such  action  or  proceeding.
     15.15  Attorneys'  Fees.    If  any  legal action or arbitration or other
            ----------------
proceeding  is brought for the enforcement of this Agreement, or because of an
alleged  dispute, breach, default, or misrepresentation in connection with any
of  the provisions of this Agreement, the successful or prevailing party shall
be  entitled to recover reasonable attorneys' fees and other costs incurred in
that  action or proceeding, in addition to any other relief to which it may be
entitled.

     IN  WITNESS  WHEREOF, the parties to this Agreement have duly executed it
on  the  day  and  year  first  above  written.

                         BUYER
                         -----

                         WILSON  ACQUISITION  CORPORATION,  a  Delaware
                         corporation


                         By:

                         Title:


                         POC
                         ---

                         PENN  OCTANE  CORPORATION,
                         a  Delaware  corporation


                         By:
                         Title:






                      [Signatures continued on next page]


<PAGE>
                         COMPANY
                         -------

                         WILSON  TECHNOLOGIES  INCORPORATED,  a  California
                         corporation


                         By:

                         Title:


                         ZHI
                         ---

                         ZIMMERMAN  HOLDINGS,  INC.,  a California corporation


                         By:

                         Title:




































                   [Signatures continued from previous page]



     iv

                               TABLE OF CONTENTS
                               -----------------


     PAGE  NO.
     ---------


     Section  1.          PURCHASE  OF  ASSETS  OF  COMPANY                  2
          1.01          Purchased  Assets                                    2
          1.02          Excluded  Assets                                     6
          1.03          Assumed  Liabilities                                 7
          1.04          Excluded  Liabilities                                8
          1.05          Royalty  Note                                       10
          1.06          Royalty  Note  Adjustment                           10
          1.07          Allocation  of  Purchase  Price                     13
          1.08          Sales  and  Transfer  Taxes                         13

     Section  n  2.  PURCHASE  OF  STOCK  OF  AFFILIATED  ENTITIES          14
          2.01          Purchase  of  Stock                                 14
          2.02          Convertible  Debenture                              14

     Sectionn  3.  AS-IS,  WHERE-IS                                         14

     Sectionn  4.  REPRESENTATIONS  AND  WARRANTIES  OF  COMPANY            14
          4.01  Corporate  Existence                                        15
          4.02  Authority;  Enforceability                                  15
          4.03          No  Violation                                       15
          4.04          Consents  and  Approvals                            16
          4.05          Title  to  Assets                                   16

     Sectionn  5.  REPRESENTATIONS  AND  WARRANTIES  OF  ZHI                16
          5.01  Corporate  Existence                                        16
          5.02  Authority;  Enforceability                                  17
          5.03          No  Violation                                       18
          5.04          Consents  and  Approvals                            18
          5.05  Capitalization  of  Affiliated  Entities                    18

     Section  6.  REPRESENTATIONS  AND  WARRANTIES  OF  BUYER               20
           6.01  Corporate  Existence                                       20
          6.02  Authority;  Enforceability                                  20
          6.03          No  Violation                                       21
          6.04          Consents  and  Approvals                            21

     Section  7.          REPRESENTATIONS  AND  WARRANTIES  OF  POC         21
          7.01  Corporate  Existence                                        21
          7.02  Authority;  Enforceability                                  21
          7.03          No  Violation                                       22
          7.04          Consents  and  Approvals                            22


<PAGE>
     Section  8.          OBLIGATIONS  OF  THE  PARTIES  UNTIL CLOSING      22
          8.01          Conduct  of  the  Business                          22
          8.02          Bulk  Sales                                         23
          8.03          Creditors  of  Company                              23
          8.04          Resale  Certificate                                 24
          8.05          Confidentiality                                     24
          8.08          Public  Announcements                               26
          8.09          Sales,  General  and  Administrative  Expenses      26
          8.10  Expenses  for  the  Benefit  of  Buyer                      27

     Sectionn 9. CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER  AND POC      27
          9.01          Representations  and  Warranties                    28
          9.02          Performance  of  Covenants                          28
          9.03          Approvals                                           28
          9.04          Creditors                                           28
          9.05          Legal  Matters                                      28
          9.06          SG&A  Payment and Expense Reimbursement Amount      28

     Section  n  10.  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ZHI
                      AND  COMPANY                                          29
          10.01  Representations  and  Warranties                           29
          10.02  Performance  of  Covenants                                 29
          10.03  Approvals                                                  29
          10.04  Creditors                                                  29
          10.05  Legal  Matters                                             29
          10.06  SG&A  Payment  and  Expense  Reimbursement  Amount         30

     Section  n  11.  CLOSING                                               30
          11.01  The  Closing  Date                                         30
          11.02  Actions  and  Deliveries  by  Company  and  ZHI            30
          11.03  Actions  and  Deliveries  by  Buyer  and  POC              32

     Section  n  12.  TERMINATION                                           33
          12.01  Termination  Events                                        33
          12.02  Effect  of  Termination                                    34

     Section  13.  POST-CLOSING  OBLIGATIONS                                35
          13.01  Employees                                                  35
          13.02  Unfinished  Safeco  Orders                                 35
          13.03  Access  to  Records                                        36
          13.04  Inventory                                                  37
          13.05  Assumed  Accounts  Receivable                              37
          13.06  Covenant  Not  to  Compete;  No  Raid                      38
          13.07  Warranty                                                   40
          13.08  Guaranty                                                   40
          13.09  Change  of  Corporate  Name                                40
          13.10  Bids                                                       41


<PAGE>
     Section  n  14.  INDEMNIFICATION;  SURVIVAL  OF
                REPRESENTATIONS  AND  WARRANTIES                            41
          14.01  Indemnities  by  Company                                   41
          14.02  Indemnities  by  ZHI                                       42
          14.03  Indemnities  by  Buyer  and  POC                           43
          14.04  Notice  of  Indemnifying  Party                            44
          14.05  Limitations  on  Liability  of  Company  and ZHI           46
          14.06  Offset                                                     47
          14.07  Survival                                                   47
          14.08  Sole  Remedies                                             47

     Section  15.  MISCELLANEOUS                                            48
          15.01  Disclaimers                                                48
          15.02  Further  Assurances                                        49
          15.03  Brokers  and  Finders                                      49
          15.04  Other  Costs                                               50
          15.05  Headings                                                   50
          15.06  Integration;  Waiver                                       50
          15.07  Counterparts                                               51
          15.08  Schedules                                                  51
          15.09  Severability                                               51
          15.10  Other  Parties                                             51
          15.11  Inurement;  Assignment                                     52
          15.12  Notices                                                    52
          15.14  Governing  Law                                             54
          15.15  Attorneys'  Fees                                           55



     iv

     SCHEDULES
     ---------



Schedule  1.01  (b)          Assumed  Accounts  Receivable
Schedule  1.01  (d)          Purchased  Tangible
                                    Personal  Property
Schedule  1.01  (e)          Purchased  Intellectual
                                    Property
Schedule  1.01  (g)          Assumed  Leases
Schedule  1.01  (h)          Assumed  Sales  Orders
Schedule  1.01  (i)          Assumed  Contracts
Schedule  1.01  (m)          Assumed  Medical  Plans
Schedule  1.02  (f)          Excluded  Sales  Orders
Schedule  1.02  (g)          Excluded  Receivables
Schedule  1.02  (i)          Excluded  Contracts
Schedule  1.02  (j)          Other  Excluded  Assets
Schedule  1.03  (c)          Assumed  Employee  Liabilities
Schedule  1.03  (d)          Other  Assumed  Liabilities
Schedule  1.04  (h)          Other  Excluded  Liabilities
Schedule  1.07          Purchase  Price  Allocation
Schedule  4.05          Title  to  Assets
Schedule  5.05          Title  to  Shares
Schedule  8.10          Reimbursement  Expenses
Schedule  9.03          Required  Company  Consents
Schedule  10.03          Required  Buyer  Consents
Schedule  13.01          Employees
Schedule  13.02            Unfinished  Safeco  Orders



     v

     EXHIBITS
     --------



       A          Royalty  Note

       B          Convertible  Debenture

       C          SG&A  Note


     viii

                              PURCHASE AGREEMENT

                                 by and among

                       WILSON TECHNOLOGIES INCORPORATED,

                           ZIMMERMAN HOLDINGS, INC.

                        WILSON ACQUISITION CORPORATION,

                                      AND

                            PENN OCTANE CORPORATION