ASSET PURCHASE AND SALE AGREEMENT

    THIS ASSET  PURCHASE  AND SALE  AGREEMENT  ("Agreement"),  is  entered  into
effective  July 15,  1998,  among  ACCURATE  THERMOPLASTICS,  INC.,  an  Arizona
corporation  (the  "Company"),  DIAMOND  EQUITIES,  INC.,  a Nevada  Corporation
("Diamond"),  PRECISION PLASTICS,  INC., a Nevada Corporation  ("Precision"),  a
majority-owned  subsidiary of Diamond,  and Roy L. Thompson who is the holder of
all of the capital stock of the Company (the "Selling Shareholder").

                                    RECITALS:

    WHEREAS,  the Company is engaged in the plastic  injection molding business;
and

    WHEREAS,  Diamond,  through  Precision,  desires to purchase and the Company
desires  to  sell  all  of  its  right,  title  and  interest  in  and to all or
substantially  all  of  the  tangible  and  intangible  assets  utilized  in the
Company's business as now conducted (die "Assets").

    NOW,  THEREFORE,  in consideration of the mutual covenants contained herein,
the Company,  Diamond,  Precision  and the Selling  Shareholder  hereby agree as
follows:

                                   COVENANTS:

    Subject to the terms and conditions of this Agreement,  on the Closing Date,
as defined in  Paragraph  3,  "Closing  Date," the Company  shall sell,  convey,
transfer and assign to Precision and Precision  shall purchase from the Company,
all of the  Company's  right,  title  and  interest  in  and to the  Assets,  as
described in Schedule 1.1, accounts receivable as of July 15, 1998 are set forth
in  Schedule  1. 1. 1.  Precision  shall  assume  the  liabilities  set forth in
Paragraph 1, "Assumption of Liabilities" and pay the  consideration set forth in
Paragraph  2,  "Purchase  Price and Payment for Assets," to purchase the Assets.
All of the Exhibits and Schedules  referred to in this Agreement are made a part
of this Agreement by this reference.

    1.  ASSUMPTION OF  LIABILITIES.  Subject to the terms and conditions of this
Agreement,  Precision shall assume certain specified liabilities and obligations
of the Company and the  Selling  Shareholder  as set forth in Schedule 2. 1, all
outstanding  purchase  orders,  all accounts payable as of July 15, 1998, as set
forth in Schedule 2. 1. 1, and all  liabilities  incurred in the ordinary course
of business,  including employment responsibilities for the Company's employees,
who become  employees of Precision with the execution of this Agreement . Except
as set forth in Paragraph 1, Precision shall not assume any other liabilities or
obligations in connection with its purchase of the Assets

    2. PURCHASE PRICE AND PAYMENT FOR ASSETS.  Precision will acquire the Assets
in consideration  for payment of Five Hundred Sixty Thousand Dollars  ($560,000)
consisting of cash and a promissory  note (the "Note") as set forth in Paragraph
2.1,  and  in  consideration  for  the  assumption  by  Precision  of  certain

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liabilities as set forth in Paragraph 1. The purchase price  ("Purchase  Price")
shall be  allocated  among the Assets  according  to Schedule  2.2. The Purchase
Price will be subject to reduction as set forth in Paragraph 2.1.2.

    2.1.  Precision  will  pay the  cash  and  issue  the  Note  to the  Selling
Shareholder and the Company as follows:

          2.1.1.  Three Hundred Seventy Five Thousand Dollars ($375,000) in cash
in the form of two cashiers  checks,  one in the amount of $300,000 made payable
to Wilfried  Solenthaler  and one in the amount of $75,000  made  payable to the
Company; and

          2.1.2. The Note, attached hereto as Exhibit A, in the principal amount
of One Hundred Eighty Five Thousand Dollars  ($185,000)  bearing interest at the
rate of 8.0% per annum.  The principal and accrued  interest thereon will be due
and payable in one installment of One Hundred Five Thousand  Dollars  ($105,000)
and one installment of Eighty Thousand Dollars ($80,000). The first payment will
be made  Ninety  (90) days from the Closing  ("Initial  Maturity  Date") and the
second  payment  will be made One  Hundred  Eighty  (180) days from the  Closing
("Final  Maturity Date").  The Note will be secured by the Assets.  The security
agreement securing the Note ("Security Agreement") will be in the form set forth
as Exhibit B. The Purchase Price will be reduced and the principal amount of the
Note will be subject to offset or  reduction,  as specified in the Note,  to the
extent any pre-existing security interests,  liens,  encumbrances,  mortgages or
charges of any nature whatsoever  remain  outstanding on the Final Maturity Date
(or if a court of competent  jurisdiction finds liability on behalf of Precision
or Diamond for any amounts  owed to Jerry  Scruggs  relating to the December 22,
1995 Agreement), and if Precision agrees to and does satisfy any such liability.

          2.2.  The  Company  will  transfer  title to the  Assets to  Precision
subject to any pre-existing  security interests, liens, encumbrances, mortgages,
or charges as disclosed on Schedule  2.1 on the  Closing.  Further,  the Company
shall maintain its Corporate  Records within Maricopa County for two years after
the Closing. The term "Corporate Records" shall mean any and all records kept by
the Company in its current and prior operations,  including, but not limited to,
the financial records,  inventory records,  all magnetic media, any transferable
licenses issued by the federal  government or any state or municipal  government
acquired by the Company in its current or prior operations and its tax returns.

    3. CLOSING DATE.

    3.1. As of the execution of this  Agreement  (the  "Closing")  the following
shall occur or shall have occurred:

          3.1.1  Consent  of the  Selling  Shareholder  and the  Company  to the
transactions contemplated in this Agreement;

          3.1.2 Receipt of a lease in a form  satisfactory  to Precision for the
building in which the Assets are located;

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          3.1.3.  Satisfaction  of  all  conditions  to  closing  set  forth  in
Paragraph 6, "Conditions Precedent to Obligations of Diamond and Precision," and
Paragraph 7,  "Conditions  Precedent to the  Obligations  of the Company and the
Selling Shareholder."

    4.   REPRESENTATIONS   AND   WARRANTIES  OF  THE  COMPANY  AND  THE  SELLING
SHAREHOLDER. The acceptance of the Purchase Price by the Company and the Selling
Shareholder  shall  constitute  an  affirmation  by the  Company and the Selling
Shareholder  of  the  truth,  as of the  Closing,  of  the  representations  and
warranties  made by the Selling  Shareholder  in this  Agreement and the Selling
Shareholder and the Company represent and warrant to Diamond and Precision that:

          4.1. ORGANIZATION AND GOOD STANDING. The Company is a corporation duly
organized and existing in good standing  under the laws of the State of Arizona.
The Company has full  corporate  power and authority to carry on its business as
now  conducted  and to own or lease and  operate the  properties  and assets now
owned or leased and  operated by it. The Company is duly  qualified  to transact
business  in the State of Arizona and in all states and  jurisdictions  in which
the  business or  ownership  of its  property  makes it  necessary so to qualify
(other than  jurisdictions in which the nature of the property owned or business
conducted,  when  considered  in relation  to the absence of serious  penalties,
renders  qualification  as a  foreign  corporation  unnecessary  as a  practical
matter).

          4.2.  CAPITALIZATION.  The  authorized  capital  stock of the  Company
consists  solely of 400,000 shares of Common Stock,  $1 par value per share,  of
which 1,750 shares are issued and outstanding  ("Company Shares"),  all of which
shares are owned by the Selling Shareholder.

          4.3. NO SUBSIDIARIES. The Company has no subsidiaries and does not own
five  percent  (5 %) or  more  of the  securities  having  voting  power  of any
corporation (or would own such securities in such amount upon the closing of any
existing purchase obligations for securities).

          4.4. OWNERSHIP AND AUTHORITY. Except as set forth in Schedule 4.4, the
Company  is the  sole  owner  of the  Assets  and has the  requisite  power  and
authority to own and transfer the Assets,  to enter into this  Agreement  and to
carry out the  transactions  contemplated  hereby.  The execution,  delivery and
performance  of this  Agreement by the Company has been duly  authorized  by its
Board of Directors. This Agreement is valid and binding upon the Company, and is
enforceable  against  the  Company  in  accordance  with its  terms,  subject to
bankruptcy,  reorganization,   insolvency,  fraudulent  conveyance,  moratorium,
receivership  or other similar laws relating to or affecting  creditors'  rights
generally.  The  execution,  delivery and  performance  of this Agreement by the
Company  will not result in the  violation or breach of any term or provision of
charter  instruments  applicable to the Company or constitute a material default
under any indenture,  mortgage,  deed of trust or other contract or agreement to
which the  Company is a party or by which the Company or the Assets are bound or
will not cause the creation of a lien or  encumbrance  on the Assets except that
contemplated under the Security Agreement.

          4.5.  LIABILITIES AND  OBLIGATIONS.  Except to the extent set forth in
Schedule  4.5,  the  Company has no  liabilities  or  obligations  of any nature
(whether accrued,  absolute,  contingent or otherwise)  secured by a pledge or a
lien on the Assets.  Precision shall assume only those  obligations set forth in
Paragraph  1. Any  obligations  listed in Schedule 4.5 shall be  discharged  and
satisfied in full by the Company as of the Closing.

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    4.6. FINANCIAL  STATEMENTS.  The Financial Statements (i) have been prepared
from the books and  records  of the  Company by  Wheelwright  Peterson  PLC,  an
independent certified public accounting firm, (ii) fairly and accurately present
the  financial  condition of the Company as of the dates  thereof in  conformity
with federal tax accounting  principals  consistently applied, and (iii) contain
and reflect all necessary  adjustments for fair and accurate presentation of the
financial condition as of such dates. Except as set forth in Schedule 4.6, there
has not been any change between the date of the Financial  Statements  (June 30,
1998)  and the date of this  Agreement  which  has had or will  have a  material
adverse  effect on the  financial  position  or  results  of  operations  of the
Company.  Except as and to the  extent  reflected  or  reserved  against in such
Financial  Statements,  or otherwise  expressly  disclosed therein, or except as
disclosed  in  Paragraph  1, the  Company  has no  liabilities  or  obligations,
contingent or otherwise,  of a nature  required to be reflected in the Financial
Statements in accordance  with federal tax  accounting  principles  consistently
applied.

    4.7.  ABSENCE OF  CERTAIN  CHANGES.  Except as  disclosed  on the  Schedules
hereto,  during the period from June 30, 1998 through and including the Closing,
the Company has not:

          4.7.1.  Suffered any material  adverse  change  affecting  its Assets,
liabilities, financial condition or business;

          4.7.2.  Made any  increase  in the  compensation  payable or to become
payable  to any of its  employees  or agents  except  for  increases  which have
historically  been made in the ordinary  course of  business,  or made any bonus
payments,  except  for the  bonuses  which  have  historically  been made in the
ordinary  course of business  and those  approved by  Diamond,  or  compensation
arrangements  to or with any of its  employees  or  agents,  whether  direct  or
indirect;

          4.7.3. Paid or declared any dividends, distributions or other payments
due or owing to the Selling  Shareholder which will result in a reduction of the
book value of the Company,  calculated  as of June 30, 1998 in  accordance  with
federal tax accounting principles  consistently  applied,  prior to or as of the
Closing;

          4.7.4.  Sold  or  transferred  any  of  its  assets  or  canceled  any
indebtedness  or claims owing to it,  except in the ordinary  course of business
and consistent with its past practices;

          4.7.5.  Sold,  assigned  or  transferred  any  formulas,   inventions,
patents, patent applications,  trademarks,  trade names,  copyrights,  licenses,
computer programs or software, know-how or other intangible assets;

          4.7.6.  Amended or terminated  any  contract,  agreement or license to
which it is a party  otherwise than in the ordinary course of business or as may
be necessary or appropriate for the consummation of the  transactions  described
herein;

          4.7.7.  Borrowed any money or incurred,  directly or indirectly  (as a
guarantor or otherwise),  any  indebtedness  in excess of $2,500,  except in the
ordinary course of business and consistent with its past practices;

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          4.7.8.  Except for the items  listed on Schedule  4.5,  discharged  or
satisfied any lien or encumbrance or paid any obligation or liability  (absolute
or contingent), other than current liabilities shown in the Financial Statements
or  current  liabilities  incurred  since  such date in the  ordinary  course of
business, consistent with its past practices;

          4.7.9.  Mortgaged,  pledged  or  subjected  to lien,  charge  or other
encumbrance  any of its Assets,  except in the  ordinary  course of business and
consistent with its past practices; or

          4.7.10.  Entered into or committed to any other transaction other than
in the ordinary course of business,  consistent with past practices or as may be
necessary or appropriate  for the  consummation  of the  transactions  described
herein.

    4.8. TAXES.  The Company (and any predecessor  corporation or partnership as
to which either of them is the transferee or successor) has timely filed, or has
timely secured an extension and will (within the permitted  extension) file, all
tax  returns,  including  federal,  state,  local and foreign tax  returns,  tax
reports and forms,  as to which the due date for filing is prior to the Closing;
has reported all reportable income on such returns;  has adopted and followed in
the preparation of such returns  methods of accounting  accepted by law, and has
not  changed  any  methods of  accounting  without  compliance  with  procedures
required by law; has not deducted any expenses or charges or claimed any credits
which are not  allowable;  and except as set forth in Schedule 4.8. 1, has paid,
or accrued and reserved for, all taxes,  penalties and interest  shown to be due
or required to be paid pursuant to the returns as filed, or as adjusted pursuant
to amendment or correction. The Company shall also provide copies of all federal
and state  income  and sales tax  returns  filed,  FICA and state  income  taxes
withholding  returns  filed and  evidence  of payment of such taxes as listed in
Schedule 4.8.2 hereto.  The Selling  Shareholder has (i) paid or will pay by the
Closing any property  taxes owed with respect to the Assets through the Closing;
and (ii) no knowledge of any deficiency or assertion of any deficiency  relating
to property taxes on the Assets.  No  examination,  audit, or inquiry of any tax
return,  federal, state or otherwise of the Company is currently in progress and
neither the Company nor the Selling Shareholder has received notice of intent to
commence any  inquiry,  audit or  examination  of any tax return from any taxing
authority.  There  are  no  outstanding  agreements  or  waivers  extending  the
statutory period of limitation applicable to any tax return of the Company.

    4.9. ASSETS.  The Assets are located solely in the state of Arizona.  Except
as listed on  Schedule  4.9,  the Assets are  either in good  working  order and
condition or are marketable and will be delivered in the same state to Precision
on the Closing.

    4.10. TITLE TO THE ASSETS.  The Company has good and marketable title to all
of the Assets,  free and clear of all security interests,  liens,  encumbrances,
mortgages  or  charges  of any nature  whatsoever  other than those  liabilities
disclosed  on  Schedule  2. 1.  Any  security  interests,  liens,  encumbrances,
mortgages or charges not set forth in Schedule 2.1 shall be  discharged  in full
on or before the date of final  payment under the Note ("Final  Maturity  Date")
and  evidenced  by UCC Releases  delivered by the Company on the Final  Maturity
Date.

    4.11. ACCOUNTS RECEIVABLE. The Company is aware of no information that the
amount of all  accounts  receivable,  unbilled  invoices  and other debts due as
recorded  in the records and books of account of the Company as being due to the
Company as of the Closing (less the amount of any provision or reserve  therefor
made in the records and books of the  account of the  Company)  will not be good
and 

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collectible in full in the ordinary  course of business in accordance  with past
practices; and none of such accounts receivable or other debts is or will at the
Closing  be subject to any  counterclaim  or offset  except to the extent of any
such  provision or reserve.  There have been no material  adverse  changes since
June 30,  1998 in the  amount  of  accounts  receivable  or other  debts due the
Company or the  allowances  with  respect  thereto,  or accounts  payable of the
Company from that reflected in the Financial Statements.

    4.12. MATERIAL  DOCUMENTS.  Set forth in Schedule 4.12 is a complete list of
all  material  documents  to which the  Company is a party.  All such  documents
listed on and attached to Schedule 4.12 are valid,  enforceable and accurate and
complete  copies of such material  documents (or, with the consent of Precision,
forms  thereof) as have been  requested by Precision  have been  provided to the
Precision.  Except as disclosed in Schedule 4.12, the Company is not or will not
be, merely with the passage of time, in default under any such material document
nor is there any requirement for any of such material documents to be novated or
to have the consent of the other  contracting  party in order for such  material
documents to be valid,  effective and enforceable by Precision after the Closing
as it was immediately prior thereto.

    4.13.  INTELLECTUAL  PROPERTIES.  The Company has no interest in and owns no
domestic and foreign  letters,  patent,  patents,  patent  applications,  patent
licenses,  software  licenses and know how  licenses,  trade names,  trademarks,
copyrights,  unpatented inventions,  service mark registrations and applications
and copyright registrations and applications owned or used by the Company in the
operation of its business (collectively, the "Intellectual Property").

    4.14. NO DEFAULT.  Except as provided on Schedule  4.14, the Company and the
Selling  Shareholder  are not in default  under any  provision  of any  material
contract,  commitment,  or agreement  respecting the Company,  the Assets or the
capital stock of the Company to which the Company or the Selling Shareholder are
parties or by which they are bound.

    4.15.  LITIGATION.  Except  as set  forth in  Schedule  4.15,  there  are no
actions,   claims  or  proceedings  pending  or  threatened  before  any  court,
administrative  agency or governmental body against the Company,  the Assets, or
the Company's employees which may have a material adverse effect on the Company,
the Assets, or the Company's financial condition.

    4.16.  EMPLOYEES.  Schedule  4.16  hereto  sets  forth the name and  current
monthly  salary and any accrued  benefit for each  employee of the Company as of
the Closing.

    4.17.  COMPLIANCE  WITH LAWS. The Company has conducted and is continuing to
conduct  its  business  in  compliance  with,  and is in  compliance  with,  all
applicable statutes,  orders, rules and regulations  promulgated by governmental
authorities  relating in any respect to its  operations,  conduct of business or
use of properties, including, without limitation, any applicable statute, order,
rule or  regulation  relating to (i) wages,  hours,  hiring,  nondiscrimination,
retirement,  benefits,  pensions,  working  conditions,  and  worker  safety and
health;  (ii) air, water, toxic substances,  noise, or solid,  gaseous or liquid
waste generation,  handling,  storage, disposal or transportation;  (iii) zoning
and building codes; (iv) the production, storage, processing, advertising, sale,
distribution,  transportation,  disposal,  use and warranty of products;  or (v)
trade and antitrust regulations. The execution, delivery and performance of this
Agreement by the Selling Shareholder and the Company and the consummation by the
Selling  Shareholder  and the Company of the  transactions  contemplated by this
Agreement will not, separately or jointly,  

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violate,  contravene  or  constitute a default  under any  applicable  statutes,
orders, rules and regulations promulgated by governmental authorities or cause a
lien on any  property  used,  owned  or  leased  by the  Company  to be  created
thereunder.  There are no proposed changes in any applicable  statutes,  orders,
rules and regulations  promulgated by governmental  authorities that would cause
any  representation or warranty contained in this Paragraph 4.17 to be untrue or
have  an  adverse  effect  on its  operations,  conduct  of  business  or use of
properties.

    4.18. FILINGS. The Company and the Selling Shareholder have made all filings
and reports required under all local, state and federal laws with respect to its
business  and of any  predecessor  entity or  partnership,  except  filings  and
reports  in those  jurisdictions  in which the nature of the  property  owned or
business  conducted,  when  considered  in  relation  to the  absence of serious
penalties,  renders the required  filings or reports  unnecessary as a practical
matter.

    4.19.  CERTAIN  ACTIVITIES.  The  Company has not,  directly or  indirectly,
engaged in or been a party to any of the following activities:

          4.19.1  Bribes,  kickbacks  or  gratuities  to any  person or  entity,
including domestic or foreign government  officials or any other payments to any
such persons or entity, whether legal or not legal, to obtain or retain business
or to  receive  favorable  treatment  of any  nature  with  regard  to  business
(excluding  commissions  or  gratuities  paid or given in full  compliance  with
applicable  law and  constituting  ordinary and necessary  expenses  incurred in
carrying on its business in the ordinary course);

          4.19.2  Contributions  (including gifts),  whether legal or not legal,
made to any domestic or foreign political party,  political  candidate or holder
of political office;

          4.19.3 Holding of or participation in bank accounts, funds or pools of
funds created or maintained in the United States or any foreign country, without
being  reflected on the corporate  books of account,  or as to which receipts or
disbursements  therefrom have not been  reflected on such books,  the purpose of
which is to obtain or retain  business or to receive  favorable  treatment  with
regard to business;

          4.19.4 Receiving or disbursing  monies, the actual nature of which has
been improperly disguised or intentionally  misrecorded on or improperly omitted
from the corporate books of account;

          4.19.5  Paying fees to domestic or foreign  consultants  or commercial
agents  which  exceed  the  reasonable  value  of  the  ordinary  and  customary
consulting and agency services purported to have been rendered;

          4.19.6  Paying  or  reimbursing  (including  gifts)  personnel  of the
Company for the purpose of enabling them to expend time or to make contributions
or payments of the kind or for the  purposes  referred to in  Paragraphs  4.19.1
through 4.19.5 above;

          4.19.7  Participating  in any manner in any activity  which is illegal
under the international  boycott provisions of the Export Administration Act, as
amended,  or the international  boycott provisions of the Internal Revenue Code,
or guidelines or regulations thereunder; and

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          4.19.8 Making or permitting unlawful charges,  mischarges or defective
or fraudulent  pricing under any contract or  subcontract  under a contract with
any department,  agency or subdivision thereof, of the United States government,
state or municipal government or foreign government.

    4.20. EMPLOYMENT  RELATIONS.  The Company is in compliance with all federal,
state or other applicable laws, domestic or foreign,  respecting  employment and
employment  practices,  terms and  conditions of employment and wages and hours,
and has not and is not engaged in any unfair labor  practice  which would result
in a material adverse effect on the Company;  no unfair labor practice complaint
against the Company is pending before the National Labor Relations Board;  there
is no  labor  strike,  dispute,  slow  down  or  stoppage  actually  pending  or
threatened against or involving the Company;  no labor  representation  question
exists respecting the employees of the Company; no grievance which might have an
adverse  effect  upon the  Company or the  conduct of its  business  exists;  no
arbitration  proceeding  arising  out  of or  under  any  collective  bargaining
agreement is currently being negotiated by the Company;  and the Company has not
experienced any material labor difficulty during the last three (3) years.

    4.21. INSURANCE COVERAGE.  The policies of fire, liability or other forms of
insurance of the Company are described in Schedule 4.21.

    4.22. CHARTER AND BYLAWS. The Company has heretofore  delivered to Precision
true,  accurate and complete copies of the Articles of Incorporation  and Bylaws
of the Company,  together with all amendments to each of the same as of the date
hereof.

    4.23.  CORPORATE MINUTES.  The minute books of the Company made available to
Precision  at the Closing are the correct and only such minute  books and do and
will  contain  complete  and  accurate  records of any and all  proceedings  and
actions at all meetings, including written consents executed in lieu of meetings
of its  shareholders,  Board of Directors  and  committees  thereof  through the
Closing.  The stock records of the Company delivered to Precision at the Closing
are the correct and only such stock  records and  accurately  reflect all issues
and transfers of record of the capital stock of the Company.

    4.24. DEFAULT ON INDEBTEDNESS.  The Company is not in monetary default or in
material  default in any other  respect under any evidence of  indebtedness  for
borrowed money.

    4.25.  INDEBTEDNESS.  Except as  described  in  Schedule  4.25,  the Selling
Shareholder  and any  corporation  or entity with which he is affiliated are not
indebted to the Company, and the Company has no indebtedness or liability to the
Selling Shareholder or any corporation or entity with which he is affiliated.

    4.26. AGREEMENTS, JUDGMENT AND DECREES AFFECTING THE COMPANY AND THE SELLING
SHAREHOLDER.  The  Company  and the Selling  Shareholder  jointly and  severally
represent  and  warrant  that the  Selling  Shareholder  and the Company are not
subject to any agreement,  judgment or decree  adversely  affecting their or its
ability  to  enter  into  this   Agreement,   to  consummate  the   transactions
contemplated  herein, or, to continue as employees or consultants of the Company
after Closing.  The Company and the Selling  Shareholder  further  represent and
warrant that there are no laws or regulations  prohibiting  the  consummation of
the transactions contemplated by this Agreement.

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    4.27. GOVERNMENTAL  APPROVALS. No consent,  approval or authorization of, or
notification  to  or  registration  with,  any  governmental  authority,  either
federal, state or local, is required in connection with the execution,  delivery
and performance of this Agreement by the Selling Shareholder or the Company.

    4.28.  COMPLETENESS OF REPRESENTATIONS AND SCHEDULES.  The Schedules hereto,
where  applicable to the Selling  Shareholder  and the Company,  completely  and
correctly  present in all  material  respects the  information  required by this
Agreement.  This Agreement,  the certificates to be delivered by the Company and
the Selling  Shareholder at the Closing,  the Schedules and the  representations
and  warranties  contained in this  Paragraph 4, and the  documents  and written
information pertaining to the Company furnished to Precision or its agents by or
on behalf of the Selling  Shareholder or the Company,  do not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make this Agreement,  or such certificates,  schedules,  documents or written
information not misleading.

    5.  REPRESENTATIONS  AND  WARRANTIES OF DIAMOND AND  PRECISION.  Diamond and
Precision represent and warrant to the Selling Shareholder and the Company that:

          5.1. ORGANIZATION AND GOOD STANDING.

          5.1.1.  Precision is a corporation duly organized and existing in good
standing  under the laws of the State of Nevada.  Precision  has full  corporate
power and authority to carry on its business as now conducted. Precision is duly
qualified  to  transact  business in the States of Arizona and Nevada and in all
states and  jurisdictions in which the business or ownership of the Assets makes
it necessary so to qualify (other than  jurisdictions in which the nature of the
property owned or business conducted, when considered in relation to the absence
of serious penalties, renders qualification as a foreign corporation unnecessary
as a practical matter).

          5.1.2.  Diamond is a publicly held company and is a reporting  company
under the  Securities  Exchange  Act of 1934 as amended  ("Exchange  Act").  All
reports  due  under  the  Exchange  Act have  been  filed as of the date of this
Agreement and are true, correct and complete in all material respects.

    5.2.  CAPACITY.  Precision  represents  and  warrants to the Company and the
Selling Shareholder that Precision has read and understands this Agreement,  has
consulted legal and accounting  representatives  to the extent deemed  necessary
and has  the  capacity  to  enter  into  this  Agreement  and to  carry  out the
transactions contemplated hereby without the consent of any third party.

    5.3. FINDERS. No agent,  broker,  person or firm acting on behalf of Diamond
or Precision is, or will be,  entitled to any commission or broker's or finder's
fees from any of the parties to this Agreement,  or from any person controlling,
controlled by or under common control with any of the parties to this Agreement,
in connection with any of the transactions contemplated in this Agreement.

    5.4. AUTHORITY AND CONSENT. The execution,  delivery and performance of this
Agreement by Diamond and Precision have been duly authorized by their respective
Boards of  Directors.  This  Agreement  is valid and  binding  upon  Diamond and
Precision,  and is enforceable  against Diamond and Precision in accordance with
its  terms,  subject  to  bankruptcy,  reorganization,   insolvency,  fraudulent

                                      -9-
<PAGE>
conveyance,  moratorium,  receivership  or other  similar  laws  relating  to or
affecting creditors' rights generally.

    5.5.  VALIDITY OF AGREEMENT.  Neither the execution nor the delivery of this
Agreement by Diamond and Precision, nor the performance by Diamond and Precision
of any of the respective covenants or obligations to be performed by Diamond and
Precision  hereunder,  will  result in any  violation  of any  order,  decree or
judgment of any court or other  governmental  body, or statute or law applicable
to Diamond or  Precision,  or in any breach of any terms or provisions of either
the Articles of Incorporation or Bylaws of Diamond or Precision, or constitute a
default under any indenture,  mortgage, deed of trust or other contract to which
Diamond or Precision is a party or by which Diamond or Precision is bound.

    5.6.  GOVERNMENT  APPROVALS.  No consent,  approval or authorization  of, or
notification  to  or  registration  with,  any  governmental  authority,  either
federal, state or local, is required in connection with the execution,  delivery
and performance of this Agreement by Diamond or Precision.

    5.7.  FINANCIAL  STATEMENTS  AND PUBLIC  REPORTS.  The audited  consolidated
financial  statements  of Diamond  for the fiscal  years ended June 30, 1997 and
1996, with  accompanying  notes,  all as contained in Diamond's Annual Report on
Form  10-KSB  for the  fiscal  year  ended  June  30,  1997,  and the  financial
statements contained in Diamond's Quarterly Reports on Form 10-QSB for the three
months and nine month  periods  ended March 31,  1998,  delivered to the Selling
Shareholder,  fairly and  accurately  present,  in all  material  respects,  the
financial  position of Diamond at such dates,  the results of its  operation and
changes in its financial position for the periods and years ended on such dates,
in  conformity  with  generally  accepted  accounting  principles   consistently
applied.  Such  financial  statements  will  contain and  reflect all  necessary
adjustments for a fair and accurate  presentation of the financial  condition as
of the date of such statements.

    5.8. SUBSIDIARIES.  Precision is Diamond's only subsidiary as of the date of
this  Agreement.  Diamond owns a majority of the  outstanding  capital  stock of
Precision.

    5.9.  COMPLETENESS  OF  REPRESENTATIONS  AND  SCHEDULES.  The  Schedules and
Exhibits hereto  completely and correctly  present in all material  respects the
information required by this Agreement.  This Agreement,  the certificates to be
delivered by the officers of Diamond and Precision at the Closing, any Schedules
and Exhibits to be delivered  under this Agreement and the  representations  and
warranties  of this  Paragraph  5, and the  documents  and  written  information
pertaining  to Diamond  furnished  to the  Company or its agents and the Selling
Shareholder by or on behalf of Diamond, do not contain any untrue statement of a
material fact or omit to state a material  fact  necessary in order to make this
Agreement,  or such certificates,  schedules,  documents or written information,
not misleading.

    6.  CONDITIONS  PRECEDENT TO THE  OBLIGATIONS OF DIAMOND AND PRECISION . The
Closing of this  Agreement by Diamond and Precision is in  recognition  that the
following conditions have been, or will be, fulfilled:

                                      -10-
<PAGE>
    6.1. TITLE.

          6.1.1 At or prior to the Closing,  there shall have been  delivered to
Precision  appropriate bills of sales,  assignments and other instruments giving
and  conveying  to Diamond  all right,  title and  interest in and to the Assets
described or referred to in Schedule 1.1.

          6.1.2 At or prior to the Final  Maturity  Date,  there shall have been
delivered to Precision,  duly executed UCC-2 Releases, as described in Paragraph
4.10,  "Title to the Assets," of this Agreement,  or evidence that no liens have
been recorded  against the Assets and consents to the assignment and transfer by
the Company to Precision  of all rights of the Company in and to all  contracts,
agreements,  commitments  and other  assets to be assigned  and  transferred  to
Precision  hereunder in all instances in which the same may be necessary to vest
in Precision all of Company's right title and interest therein and thereto.

    6.2.  CONSENT OF PRINCIPAL  CUSTOMERS.  Prior to Closing,  the Company shall
have  obtained all approvals in  conjunction  with the transfer of the Assets to
Precision as may be required by any contracts between the Company and any of its
principal  customers  and such  approvals  shall be issued in  written  form and
substance satisfactory to Diamond and their counsel or Diamond shall have waived
such requirements.

    6.3.  POSSESSION.  The Company and the Selling  Shareholder shall deliver to
Precision possession of the Assets,  including any consents of any third parties
required to the sale and transfer of the Assets.

    6.4.  CONSULTING  AGREEMENT.  As of the Closing,  Roy L. Thompson shall have
entered into a consulting and  non-compete  agreement with Precision in the form
attached hereto as Exhibit C.

    6.5.  PRIVATE  PLACEMENT.  The Company  will  provide  Diamond  with all the
information  regarding  the  Company  required  by  Diamond in  connection  with
Diamond's  preparation  of any private  placement  of  Diamond's  debt or equity
securities.

    6.6. FINANCIAL AND OTHER CONDITIONS. The Company shall have no contingent or
other  liabilities  connected  with its  business,  except as  disclosed  in the
Financial  Statements  and as  described  in  Paragraph  1.  The  review  of the
business, premises and operations of the Company and the Financial Statements by
Precision at its expense shall not have  revealed any matter which,  in the sole
judgment  of  Precision,  makes the  acquisition  on the terms  herein set forth
inadvisable for Precision.

    6.7. LEGAL PROHIBITION. There are no injunctions or final judgments, laws or
regulations  prohibiting the  consummation of the  transactions  contemplated by
this Agreement.

    6.8.  ALL  CONTRACTS  CONTINUED.   All  lines  of  credit,   debts,  fumcing
arrangements,  leases and other  contracts of the Company shall be acceptable to
Precision  and shall  continue  under  their  present  terms and  conditions  in
Precision's name after the Closing and all approvals relating to the sale of the
Assets,  and to effect the  transactions  contemplated  hereby,  required by the
foregoing instruments and arrangements shall have been obtained by the Closing.

    6.9.  DISMISSAL OF BANKRUPTCY.  Precision  shall have received a copy of the
order from the  bankruptcy  court with  jurisdiction  over the  Company's  prior
bankruptcy of such bankruptcy's dismissal, closure or final decree.

                                      -11-
<PAGE>
    7.  CONDITIONS  PRECEDENT TO THE  OBLIGATIONS OF THE COMPANY AND THE SELLING
SHAREHOLDER.  The  Closing of this  Agreement  by the  Company  and the  Selling
Shareholder is in recognition  that the following  conditions have been, or will
be, fulfilled:

    7.1.  EXECUTION AN  APPROVAL OF AGREEMENT.  Diamond and Precision shall have
duly  executed  and  delivered  this  Agreement  to the  Company and the Selling
Shareholder.

    7.2. PAYMENT.  Subject to the terms and conditions  hereof,  Precision shall
have  delivered the cash,  executed the Note and assumed the  Liabilities of the
Company and the Selling  Shareholder  in exchange for the Assets as described in
Paragraph 3, "Purchase Price. "

    7.3.  CONSULTING  AGREEMENT.  As of the Closing,  Roy L. Thompson shall have
entered into a consulting and  non-compete  agreement with Precision in the form
attached hereto as Exhibit C.

    7.4. REPRESENTATIONS AND WARRANTIES. The representations and warranties made
to the Company and the Selling Shareholder in this Agreement or in any document,
statement,  list or  certificate  furnished  pursuant  hereto  shall be true and
correct as of the Closing.

    8. INDEMNIFICATION.

    8.1.  SURVIVAL OF  REPRESENTATIONS,  WARRANTIES AND CERTAIN  COVENANTS.  The
representations  and warranties made by the parties in this Agreement and all of
the covenants of the parties in this Agreement,  shall survive the execution and
delivery  of this  Agreement  and the  Closing  and  shall  expire  on the third
anniversary  of the Closing.  Any claim for  indemnification  shall be effective
only if notice of such claim is given by the party claiming  indemnification  or
other relief to the party against whom such  indemnification  or other relief is
claimed on or before the third anniversary of the Closing.

    8.2. INDEMNIFICATION BY PRECISION.

          8.2.1  Precision  agrees to  indemnify  and hold the  Company  and the
Selling Shareholder harmless, from and after the Closing, against and in respect
of all  matters in  connection  with any losses,  liabilities,  costs or damages
(including  reasonable attorneys' fees) incurred by the Selling Shareholder that
result from Precision's  business  operations  and/or any  misrepresentation  or
breach  of  the   warranties   by  Diamond  and   Precision   in   Paragraph  5,
"Representations  and  Warranties of Diamond and  Precision,  " or any breach or
non-fulfillment of any agreement or covenant on the part of Precision  contained
in this Agreement,  and all suits,  actions,  proceedings,  demands,  judgments,
costs and  expenses  incident to the  foregoing  matters,  including  reasonable
attorneys' fees.

          8.2.2. In no event shall  Precision's  liability under Paragraph 8.2.1
above to the  Company  and the  Selling  Shareholder  (other  than for costs and
reasonable  attorneys'  fees incurred by such Selling  Shareholder to which they
may be  entitled  pursuant  to  Paragraph  8.4 or 9.3)  collectively  exceed the
Purchase Price. No claim for  indemnification may be made under this Paragraph 9
after the third anniversary of the Closing.

                                      -12-
<PAGE>
    8.3. INDEMNIFICATION BY THE SELLING SHAREHOLDER.

          8.3.1.  The Selling  Shareholder  agrees to indemnify and hold Diamond
and Precision  harmless,  from and after the Closing,  against and in respect of
all matters in connection  with any losses,  liabilities  or damages  (including
reasonable  attorneys' fees) incurred by Diamond or Precision resulting from any
misrepresentation or breach of their warranties in Paragraph 4, "Representations
and  Warranties  of the Company and the Selling  Shareholder,"  or any breach or
non-fulfillment  of any agreement or covenant on the part of the Company and the
Selling  Shareholder  contained  in  this  Agreement  and  all  suits,  actions,
proceedings,  demands,  judgments,  costs and expenses incident to the foregoing
matters, including reasonable attorneys' fees.

          8.3.2.  Notwithstanding  the  provisions  of  Paragraph  8.3. 1 above,
Precision shall be entitled to seek indemnification from the Selling Shareholder
pursuant to Paragraph 8.3.1 only for the portion of the aggregate of the losses,
liabilities,  costs and damages (including  reasonable attorneys' fees) incurred
by Precision which it would be entitled to claim under such Paragraph 8.3.1 that
in the aggregate exceeds $10,000. Upon such occurrence, the collective liability
of the Selling  Shareholder under Paragraph 8.3.1 above to Precision (other than
for costs and reasonable  attorneys'  fees incurred by Precision to which it may
be entitled  pursuant to  Paragraphs  8.4 or 10.3) will not exceed the  Purchase
Price  paid  to  the  Company  and  the  Selling   Shareholder.   No  claim  for
indemnification  may be made under this Paragraph 8 after the third  anniversary
of the Closing

    8.4.  ARBITRATION.  If Precision  believes  that a matter has occurred  that
entitles it to  indemnification  under  Paragraph 8.3,  "Indemnification  by the
Selling  Shareholder,"  or the Selling  Shareholder  believes  that a matter has
occurred  that   entitles  them  to   indemnification   under   Paragraph   8.2,
"Indemnification  by Precision,"  Precision or the Selling  Shareholder,  as the
case may be (the "Indemnified Party"), shall give written notice to the party or
parties  against  whom  indemnification  is sought  (each of whom is referred to
herein as an "Indemnifying  Party") describing such matter in reasonable detail.
The  Indemnified  Party  shall be  entitled  to give  such  notice  prior to the
establishment of the amount of its losses, liabilities,  costs or damages and to
supplement its claim from time to time thereafter by further notices as they are
established. Each Indemnifying Party shall send a written response to such claim
for  indemnification  within thirty (30) days after receipt of the claim stating
its  acceptance or objection to the  indemnification  claim,  and explaining its
position in respect thereto in reasonable  detail.  If such  Indemnifying  Parry
does not timely so respond,  it will be deemed to have accepted the  Indemnified
Party's   indemnification  claim  as  specified  in  the  notice  given  by  the
Indemnified  Party. If the Indemnifying  Party gives a timely objection  notice,
then the parties will negotiate in good faith to attempt to resolve the dispute,
and upon the expiration of an additional thirty (30) day period from the date of
the  objection  notice or such  longer  period as to which the  Indemnified  and
Indemnifying  Parties  may  agree,  any  such  dispute  shall  be  submitted  to
arbitration  in  Phoenix,  Arizona  to a  member  of  the  American  Arbitration
Association  mutually  appointed by the Indemnified Party and Indemnifying Party
(or, in the event the Indemnified Party and Indemnifying Party cannot agree on a
single such member, to a panel of three members of such Association  selected in
accordance  with the rules of such  Association),  who shall promptly  arbitrate
such dispute in accordance with the rules of such  Association and report to the
parties upon such disputed  items,  and such report shall be final,  binding and
conclusive on the parties.  Judgment upon the award by the  arbitrator(s) may be
entered  in any court  having  jurisdiction.  The  prevailing  party in any such
arbitration shall be entitled to recover from, and have paid by, the other party
hereto all fees and  disbursements  of 

                                      -13-
<PAGE>
such arbitrator or arbitrators.  For this purpose, a party shall be deemed to be
the prevailing party only if such party would be deemed to be a prevailing party
under Paragraph 10.1.3.

    8.5. NO FINDERS.  Precision  represents  and warrants to the Company and the
Selling  Shareholder and the Company and the Selling  Shareholder  represent and
warrant  that  there  are no  obligations  to pay any fee or  commission  to any
broker,   finder  or  intermediary   for  or  on  account  of  the  transactions
contemplated  by this  Agreement.  Precision  agrees to  indemnify  and hold the
Selling  Shareholder  harmless from any breach of Precision's  representation in
the previous sentence,  and the Selling Shareholder agrees to indemnify and hold
Precision  harmless  from  any  breach  of his  representation  in the  previous
sentence.  The parties acknowledge that Lerrin may seek a commission and Diamond
and Precision acknowledge that the Company and the Selling Shareholder deny that
such  commission is owed. In the event that Lerrin seeks such a commission,  the
Company and the Selling  Shareholder  agree to indemnify  Diamond and  Precision
against  any fees  claimed  by Lerrin to be owed by  Diamond  or  Precision.  In
addition,  the Company and the  Selling  Shareholder  agree to pay all costs and
expenses,  including  without  limitations  any legal fees  associated  with the
defense of any suit or proceeding brought by Lerrin against Diamond or Precision
with respect to any finder's fee.

    8.6.  THIRD PERSON  CLAIM  PROCEDURES.  If any third person  asserts a claim
against an Indemnified  Party for an indemnifiable  event, the Indemnified Party
shall  promptly  (but in no event  later than ten (10) days prior to the time at
which an answer or other responsive pleading or notice with respect to the claim
is required) notify the Indemnifying Party of such claim. The Indemnifying Party
shall have the right, at its election, to take over the defense or settlement of
such claim by giving prompt notice to the Indemnified  Party that it will do so,
such  election  to be made and notice  given in any event at least five (5) days
prior to the time at which an answer or other responsive pleading or notice with
respect thereto is required. If the Indemnifying Party makes such election,  the
Indemnifying  Party may conduct the defense of such claim through counsel of its
choosing (subject to the Indemnified  Party's  approval,  not to be unreasonably
withheld),  will be responsible  for the expenses of such defense,  and shall be
bound by the results of its defense or  settlement of the claim to the extent it
produces damage or loss to the Indemnified  Party. The Indemnifying  Party shall
not  settle  such  claims  without  prior  notice to and  consultation  with the
Indemnified  Party, and no such settlement  involving any injunction or material
and  adverse  effect on the  Indemnified  Party may be  agreed  to  without  its
consent.  As long as the  Indemnifying  Party is diligently  contesting any such
claim in good  faith,  the  Indemnified  Party  shall not pay or settle any such
claim.  If the  Indemnifying  Party does not make such election,  or having made
such election does not proceed diligently to defend such claim prior to the time
at which an answer or other  responsive  pleading or notice with respect thereto
is required,  or does not continue  diligently  to contest such claim,  then the
Indemnified  Party may take over defense and proceed to handle such claim in its
exclusive  discretion,  and the Indemnifying Party shall be bound by any defense
or settlement that the Indemnified  Party may make in good faith with respect to
such claim. The parties agree to cooperate in defending such third party claims,
an d the defending party shall have access to records, information and personnel
in control of the other part which are pertinent to the defense thereof.

    8.7.  LIMITATION OF REMEDIES.  No party to this Agreement shall be liable to
any other  party or  parties or have any  remedies  against  any other  party or
parties   under  this   Agreement   other  than  as  provided  in  Paragraph  8,
"Indemnification,  " and Paragraph 9, "Termination." The parties understand that
this  requires  that all disputed  claims shall be submitted to  arbitration  in
accordance with Paragraph 8.4, "Arbitration. "

                                      -14-
<PAGE>
    8.8.  INDEMNIFICATION  LIMITS. The indemnification rights and obligations of
the parties  shall cease with  respect to any matter as to which  notice has not
been  given to the  Indemnifying  Parry  prior to the third  anniversary  of the
Closing.  The maximum amount for which an Indemnifying Party shall be liable for
is the Purchase Price paid to the Company and the Selling Shareholder under this
Agreement, as described under Paragraph 3, "Purchase Price."

    9. EXPENSES AND TRANSFER TAXES.

    9.1.  Precision shall be solely  responsible for paying its own expenses and
costs incident to the  preparation of this Agreement and to the  consummation of
the  transactions  contemplated by this Agreement,  and shall have no obligation
for paying such expenses or costs of the other parties.

    9.2. The Company and the Selling Shareholder shall be solely responsible for
paying  their  own  expenses  and  costs  incident  to the  preparation  of this
Agreement and to the  consununation  of the  transactions  contemplated  by this
Agreement.  The Company and the Selling  Shareholder shall have no obligation to
reimburse the expenses or costs of Precision.

    9.3.  Notwithstanding  any of the other provisions  hereof,  in the event of
arbitration  and/or litigation with respect to the interpretation or enforcement
of this Agreement or any  provisions  hereof,  the prevailing  party in any such
matter shall be entitled to recover from the other party their or its reasonable
costs and  expense,  including  reasonable  attorneys'  fees,  incurred  in such
arbitration  and/or  litigation.  For purposes of this subparagraph 9.3, a party
shall be deemed to be the prevailing party only if such party (A)(i) receives an
award or judgment in such  arbitration  and/or  litigation for more than 50 % of
the disputed amount involved in such matter, or (ii) is ordered to pay the other
party less than 50 % of the  disputed  amount  involved in such matter or (B)(i)
succeeds in having imposed a material  equitable remedy on the other party (such
as an injunction or order compelling specific performance),  or (ii) succeeds in
defeating the other party's request for such an equitable remedy.

    9.4.  Precision,  the Company and the Selling Shareholder do not believe any
sales or transfer  taxes will be due as a result of the sale and transfer of the
Assets as contemplated  in this Agreement.  Precision  shall,  however,  pay any
sales or  transfer  taxes  which may become due on the sale or  transfer  of the
Assets under this Agreement.

    10. RISK OF LOSS.  The risk of loss or destruction of all or any part of the
Assets prior to the Closing from any cause (including, without limitations fire,
theft,  acts of God or public  enemy)  shall be upon the Company and the Selling
Shareholder.  Such risk shall be upon  Precision  if such loss occurs  after the
Closing.

    11. NODFICATION OF CLAIMS.  Each party will promptly notify the other of any
third party  claims  against any party  relating to the Company or the Assets of
which it receives  knowledge or notice so as to permit such party an opportunity
to prepare a timely defense to such claim or to attempt settlement.

    12. MISCELLANEOUS.

          12.1  BINDING  AGREEMENT.  The  parties  covenant  and agree that this
Agreement,  when executed and delivered by the parties, will constitute a legal,
valid and binding  agreement  between the  

                                      -15-
<PAGE>
parties and will be enforceable in accordance with its terms.

    12.2.  ASSIGNMENT.  This Agreement and all of the provisions hereof shall be
binding  upon and  inure to the  benefit  of the  parties  hereto,  their  legal
representatives, successors and assigns.

    12.3.  ENTIRE  AGREEMENT.  This  Agreement  and its exhibits  and  schedules
constitute  the entire  contract  among the parties  hereto with  respect to the
subject matter thereof, superseding all prior communications and discussions and
no party hereto shall be bound by any communication on the subject matter hereof
unless such is in writing signed by any necessary party thereto and bears a date
subsequent  to the date hereof.  The exhibits and  schedules  shall be construed
with and deemed as an integral  part of this  Agreement to the same extent as if
the same had  been set  forth  verbatim  herein.  Information  set  forth in any
exhibit, schedule or provision of this Agreement shall be deemed to be set forth
in every other  exhibit,  schedule or provision of this  Agreement and therefore
shall be deemed to be disclosed for all purposes of this Agreement.

    12.4.  MODIFICATION.   This  Agreement  may  be  waived,  changed,  amended,
discharged  or  terminated  only by an agreement in writing  signed by the party
against  whom  enforcement  of  any  waiver,  change,  amendment,  discharge  or
termination is sought.

    12.5. NOTICES. All notices, requests, demands and other communications shall
be deemed to have been duly given  three (3) days after  postmark  of deposit in
the United  States  mail,  if mailed,  certified  or  registered  mail,  postage
prepaid:

`                             If to the Company or the Selling Shareholder:

                              Roy L. Thompson
                              1121 Gold Nugget Lane
                              Payson, Arizona 85541

                              With copy to:

                              Timothy D. Ronan
                              Ronan & Firestone, PLC
                              649 North Second Avenue
                              Phoenix, Arizona 85003

                              Michael Barry
                              Meyer, Hendricks, Bivens & Moyes, P.A.
                              3003 North Central Avenue, Suite 1200
                              Phoenix, Arizona 85012-2200

                              If to Diamond or Precision:

                              Diamond Equities, Inc.
                              2010 E. University Drive, Suite #3
                              Tempe, Arizona 85281
                              Attn: David D. Westfere, President

                                      -16-
<PAGE>
                              With a copy to:

                              Christian J. Hoffnann, III
                              Streich Lang, P.A.
                              Renaissance One
                              Two N. Central Avenue
                              Phoenix, Arizona 85004-2391

or to such other  address as any party shall  designate to the other in writing.
The parties  shall  promptly  advise each other of changes in addresses for such
notices.

    12.6.  CHOICE  OF LAW.  This  Agreement  shall be  governed  by,  construed,
interpreted and enforced according to the laws of the State of Arizona.

    12.7.  SEVERABILITY.  If any  portion  of this  Agreement  shall be  finally
determined  by any court or  governmental  agency of competent  jurisdiction  to
violate  applicable law or otherwise not to conform to  requirements of law and,
therefore,  to be invalid,  the parties  will  cooperate  to remedy or avoid the
invalidity,   but,  in  any  event,  will  not  upset  the  general  balance  of
relationships  created or intended to be created  between them as  manifested by
this  Agreement and the  instruments  referred to herein.  Except  insofar as it
would be an abuse of the foregoing  principle,  the remaining  provisions hereof
shall remain in full force and effect.

    12.8.  OTHER  DOCUMENTS.  The parties shall upon  reasonable  request of the
other,  execute such  documents as may be necessary or  appropriate to carry out
the intent of this Agreement.

    12.9.  HEADINGS AND THE USE OF PRONOUNS.  The paragraph  headings hereof are
intended  solely for  convenience  of  reference  and shall not be  construed to
explain any of the provisions of this Agreement. All pronouns and any variations
thereof  and  other  words,  as  applicable,  shall  be  deemed  to refer to the
masculine, feminine, neuter, singular or plural as the identity of the person or
matter may require.

    12.10. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement.

    12.11.  NO WAIVER AND  REMEDIES.  No  failure or delay on a parties  part to
exercise any right or remedy  hereunder shall operate as a waiver  thereof,  nor
shall any single or partial  exercise by a party of a right or remedy  hereunder
preclude any other or further exercise. No remedy or election hereunder shall be
deemed exclusive but it shall, where ever possible, be cumulative with all other
remedies in law or equity.

    12.12.  COUNTERPARTS.  This  Agreement  may  be  executed  in  two  or  more
counterparts, and by the different parties hereto on separate counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

                                      -17-
<PAGE>
    12.13. FURTHER ASSURANCES. Each of the parties hereto shall use commercially
practicable efforts to fulfill all of the conditions set forth in this Agreement
over  which it has  control  or  influence  (including  obtaining  any  consents
necessary for the  performance  of such party's  obligations  hereunder)  and to
consummate the transactions  contemplated  hereby, and shall execute and deliver
such further  instruments and provide such documents as necessary to effect this
Agreement.

    12.14. RULES OF CONSTRUCTION. The normal rules of construction which require
the terms of an agreement to be construed  most strictly  against the drafter of
such  agreement  are hereby  waived  since each party have been  represented  by
counsel in the drafting and negotiation of this Agreement.

    12.15 THIRD PARTY  BENEFICIARIES.  Each party hereto  intends this Agreement
shall not  benefit or create any right or cause of action in or on behalf of any
person other than the parties hereto.


                [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                      -18-
<PAGE>
    IN WITNESS WHEREOF,  the parties have executed this Agreement as of the date
first above written.


COMPANY:                                    PRECISION:

ACCURATE THERMOPLASTICS, INC.               PRECISION PLASTICS, INC.
a Florida Corporation                       a Nevada corporation


/s/ Roy Thompson                            /s/ David D. Westfere
-------------------------------             ---------------------------------
By Roy Thompson                             By David D. Westfere
Its President                               Its President


                                            Diamond:

SELLING SHAREHOLDER:                        DIAMOND EQUITIES, INC.
                                            a Nevada corporation


/s/ Roy Thompson                            /s/ David D. Westfere
-------------------------------             ---------------------------------
Roy L. Thompson                             By David D. Westfere
                                            Its President


                                      -19-