ASSET PURCHASE AGREEMENT

    This Asset Purchase Agreement  ("Agreement")is  entered into this day by and
Premier Plastics Corporation ("PPC"), an Arizona corporation ("Seller"), John O.
Hoffman ("Seller's  Shareholder")  Diamond Equities,  Inc., a Nevada corporation
("Diamond")  and  Precision  Plastics  Molding,  Inc. a Nevada  corporation  and
subsidiary of Diamond ("Purchaser").

                                    RECITALS

    Seller  operates  a business  primarily  engaged  in the  plastic  injection
molding  business.  Seller's  principal place of business is 5869 S. Kyrene Road
#18, Tempe, Arizona 85283. Seller owns equipment,  inventories, contract rights,
customer lists,  intellectual property including trade secrets, methods process,
know-how,  drawings,  specifications  and all memoranda,  notes and records with
regard to any research and development  ("Assets") and miscellaneous assets used
in connection with the operation of its business;

    Purchaser desires to acquire substantially all the Assets used or useful, or
intended to be used, in the operation of Seller's  business,  and Seller desires
to sell such Assets to Purchaser; and

    WHEREAS,  Seller's  Shareholder  is the  sole  shareholder  of  Seller;  and
    WHEREAS, Diamond Equities, Inc. is the parent company of Precision Plastics,
    Inc., NOW THEREFORE, IT IS AGREED AS FOLLOWS:

SECTION 1. ASSETS PURCHASED; LIABILITIES ASSUMED.

    1.1 ASSETS  PURCHASED.  Seller  agrees to sell to  Purchaser  and  Purchaser
agrees to purchase from Seller,  on the terms and  conditions  set forth in this
Agreement. Seller owns assets including equipment, inventories, contract rights,
customer lists,  intellectual property including trade secrets, methods process,
know-how,  drawings,  specifications  and all memoranda,  notes and records with
regard to any research and development  ("Assets") and miscellaneous assets used
in connection with the operation of its business set forth more  specifically on
Schedule A hereto  ("Assets").  Assets shall  include all  accounts  receivable,
notes  receivable,  prepaid  accounts,  and any other assets of the business not
specified in herein.

     1.2 LIABILITIES  ASSUMED.  Purchaser shall accept the assignment and assume
responsibility  for all unfilled  orders from  customers  of Seller  assigned to
Purchaser  pursuant to Section 1.1, shall assume  responsibility  of payment for
purchase orders for inventory items that have been placed by Seller prior to the
Closing Date but that will not be delivered until after the Closing Date,  shall
assume and perform all of Seller's  obligations  under leases,  agreements,  and
other contracts listed on Schedule B hereto,  and shall assume liability for all
other  liabilities  of Seller set forth on Schedule B hereto.  Should  Precision
default on the leases to Balboa, the equipment covered by the leases will revert
back to Premier and John O. Hoffman.

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SECTION 2. PURCHASE PRICE. The price for the Assets shall be paid as follows:

    2.1 At Closing,  Purchaser shall pay, by cashier's check or certified check,
the sum of Eighty Thousand Dollars ($80,000).

    2.2 The assumption by Precision of Seller's notes and payables in the amount
of Forty  Thousand  Dollars  ($40,000),  as  shown on  Schedule  B  hereto.  Any
difference  between this amount and the actual pay-off balance as of the date of
close will be refunded to  Premier.  This amount is not to exceed Five  Thousand
Dollars ($5,000).

    2.3 Seventy Five Thousand Dollars  ($75,000) worth or three hundred thousand
shares  (300,000)  at twenty five cents  (.25) per share of the common  stock of
Precision Plastics Molding, Inc.

    SECTION 3.  ADJUSTMENTS.  The  operation  of Seller's  business  and related
income and  expenses  up to the close of  business on the day before the Closing
Date  shall be for the  account  of Seller  and  thereafter  for the  account of
Purchaser.  Expenses, including but not limited to utilities,  personal property
taxes,  rents,  real property taxes,  wages,  vacation pay,  payroll taxes,  and
fringe  benefits of employees of Seller,  shall be prorated  between  Seller and
Purchaser as of the close of business on the Closing  Date,  the proration to be
made and paid,  insofar  as  reasonably  possible,  on the  Closing  Date,  with
settlement of any remaining  items to be made within thirty (30) days  following
the Closing Date.

     SECTION  4.   SELLER'S  AND  SELLER'S   SHAREHOLDER   REPRESENTATIONS   AND
WARRANTIES.  Seller and  Seller's  Shareholder  each  represent  and  warrant to
Purchaser as follows:

    4.1  CORPORATE  EXISTENCE.  Seller is now and on the Closing  Date will be a
corporation  duly organized and validly  existing and in good standing under the
laws of the State of  Arizona.  Seller  has all  requisite  corporate  power and
authority to own,  operate  and/or lease the Assets,  as the case may be, and to
carry on its business as now being conducted.

    4.2  AUTHORIZATION.   The  execution,  delivery,  and  performance  of  this
Agreement  have been duly  authorized and approved by the board of directors and
shareholders  of Seller,  and this  Agreement  constitutes  a valid and  binding
Agreement of Seller in accordance with its terms.

    4.3  FINANCIAL  STATEMENTS.  Attached  hereto  as  Schedule  C are  Seller's
financial statements.  The Financial Statements are in accordance with the books
and  records of Seller  and are true,  correct,  and  complete;  fairly  present
financial conditions of Seller at the dates of such Financial Statements and the
results of its  operations  for the  periods  then ended;  and were  prepared in
accordance  with generally  accepted  accounting  principles  applied on a basis
consistent with prior accounting periods. Except as described in this Agreement,
since May 22, 1998 there has been no material  adverse  change in the  financial
condition of Seller.
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    4.4 TITLE TO ASSETS.  Except as described  in Schedule A of this  Agreement,
Seller  holds  good and  marketable  title  to the  Assets,  free  and  clear of
restrictions  on or conditions to transfer or assignment,  and free and clear of
liens, pledges, charges, or encumbrances.

    4.5  BROKERS  AND  FINDERS.  Neither  Seller nor  Seller's  Shareholder  has
employed any broker or finder in connection with the  transactions  contemplated
by this Agreement, or taken action that would give rise to a valid claim against
any party for a brokerage commission, finder's fee, or other like payment.

    4.6  TRANSFER  NOT SUBJECT TO  ENCUMBRANCES  OR  THIRD-PARTY  APPROVAL.  The
execution and delivery of this Agreement by Seller and Seller's Shareholder, and
the  consummation  of the  contemplated  transactions,  will not  result  in the
creation or imposition of any valid lien,  charge,  or encumbrance on any of the
Assets,  and will not require  the  authorization,  consent,  or approval of any
third party, including any governmental subdivision or regulatory agency.

    4.7  LABOR  AGREEMENTS  AND  DISPUTES.  Seller is  neither  a party to,  nor
otherwise subject to any collective  bargaining or other agreement governing the
wages, hours, and terms of employment of Seller's employees.  Neither Seller nor
Seller's  Shareholder  is aware of any labor dispute or labor trouble  involving
employees of Seller,  nor has there been any such dispute or trouble  during the
two years preceding the date of this Agreement.

    4.8 ERISA AND RELATED  MATTERS.  Schedule D sets forth a description  of all
"Employee  Welfare  Benefit  Plans" and  "Employee  Pension  Benefit  Plans" (as
defined in A7A73(1) and 3(2),  respectively,  of the Employee  Retirement Income
Security Act of 1974, as amended ("ERISA")) existing on the date hereof that are
or have been maintained or contributed to by the Seller.  To the extent any such
plans are in place,  Seller agrees to provide  additional  details on request of
Purchaser.

    4.9  NON-CANCELABLE  CONTRACTS.  At the time of  Closing,  there  will be no
material leases, employment contracts, contracts for services or maintenance, or
other similar contracts  existing or relating to or connected with the operation
of Seller's  business  not  cancelable  within  thirty (30) days,  except  those
Agreements listed on Schedule E.

    4.10 COMPLIANCE WITH CODES AND REGULATIONS.  Seller and Seller's Shareholder
have no knowledge  that  leasehold  improvements  violate and  provisions of any
applicable  building codes, fire regulations,  building  restrictions,  or other
ordinances, orders, or regulations.

    4.11  LITIGATION.  Seller and Seller's  Shareholder have no knowledge of any
claim,  litigation,  proceeding,  or investigation pending or threatened against
Seller  that might  result in any  material  adverse  change in the  business or
condition of Assets being conveyed under this Agreement.

    4.12 ACCURACY OF REPRESENTATIONS AND WARRANTIES. None of the representations
or  warranties  of Seller or Seller's  Shareholder  contain or will  contain any
untrue  statement of a material fact or omit or will omit or misstate a material
fact  necessary in order to make  statements in this  Agreement not  

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misleading.  Seller and Seller's  Shareholder know of no fact that has resulted,
or that in the  reasonable  judgment  of Seller's  Shareholder  will result in a
material  change in the business,  operations,  or assets of Seller that has not
been set forth in this Agreement or otherwise disclosed to Purchaser.

SECTION 5.  REPRESENTATIONS OF PURCHASER.  Purchaser  represents and warrants as
follows:

    5.1 CORPORATE  EXISTENCE.  Both Diamond and Precision is a corporation  duly
organized, validly existing, and in good standing under the laws of the State of
Nevada.  Purchaser has all requisite corporate power and authority to enter into
this Agreement and perform its obligations hereunder.

    5.2  AUTHORIZATION.   The  execution,  delivery,  and  performance  of  this
Agreement  have been duly  authorized and approved by the board of directors and
shareholders  of Purchaser,  and this Agreement  constitutes a valid and binding
Agreement of Purchaser in accordance with its terms.

    5.3 BROKERS AND  FINDERS.  Neither  Purchaser  nor Seller have  employed any
broker  or  finder  in  connection  with the  transaction  contemplated  by this
Agreement  and has taken no action that would give rise to a valid claim against
any party for a brokerage commission, finder's fee, or other like payment.

    5.4 ACCURACY OF REPRESENTATIONS AND WARRANTIES.  None of the representations
or  warranties  of Purchaser  contain or will contain any untrue  statement of a
material  fact or omit or will omit or  misstate a material  fact  necessary  in
order to make the statements contained herein not misleading

SECTION 6. COVENANTS OF SELLER AND SELLER'S SHAREHOLDER.

    6.1  SELLER'S  OPERATION OF BUSINESS  PRIOR TO CLOSING.  Seller and Seller's
Shareholder  agree that between the date of this Agreement and the Closing Date,
Seller will:

    6.1.1 Continue to operate the business that is the subject of this Agreement
in the  usual  and  ordinary  course  and in  substantial  conformity  with  all
applicable laws,  ordinances,  regulations,  rules, or orders,  and will use its
best efforts to preserve its business  organization  and preserve the  continued
operation of its  business  with its  customers,  suppliers,  and others  having
business relations with Seller.

    6.1.2 Not assign,  sell,  lease, or otherwise  transfer or dispose of any of
the  Assets  used in the  performance  of its  business,  whether  now  owned or
hereafter acquired,  except in the normal and ordinary course of business and in
connection with its normal operation.

    6.1.3  Maintain all of its Assets other than  inventories  in their  present
condition,  reasonable wear and tear and ordinary usage  excepted,  and maintain
the inventories at levels normally maintained.

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    6.2 ACCESS TO PREMISES AND  INFORMATION.  At  reasonable  times prior to the
Closing  Date,  Seller  will  provide  Purchaser  and its  representatives  with
reasonable access during business hours to the Assets,  titles,  contracts,  and
records of Seller and furnish such additional  information  concerning  Seller's
business as Purchaser from time to time may reasonably request.

    6.3  EMPLOYEE MATTERS.

    6.3.1 Prior to Closing,  Seller will deliver to Purchaser a list on Schedule
F of the  names  of all  persons  on the  payroll  of  Seller,  together  with a
statement of amounts paid to each during  Seller's  most recent  fiscal year and
amounts paid for services from the  beginning of the current  fiscal year to the
Closing Date. Seller will also provide Purchaser with a schedule of all employee
bonus  arrangements  and a schedule of other material  compensation or personnel
benefits or policies in effect.

    6.3.2 Prior to the Closing Date, Seller will not, without  Purchaser's prior
written consent, enter into any material agreement with any employees,  increase
the rate of  compensation  or  bonus  payable  to or to  become  payable  to any
employee,  or effect  any  changes in the  management,  personnel  policies,  or
employee benefits, except in accordance with existing employment practices.

    6.3.3 Seller and Seller's Shareholder will undertake all action necessary or
appropriate to permit Purchaser,  if Purchaser so desires, to take over Seller's
pension and  profit-sharing  plan , if any, as a  successor  employer,  and will
cooperate with Purchaser with respect to this undertaking.

    6.3.4 As of the Closing Date, Seller will terminate all of its employees not
having  employment  agreements  transferable  to  Purchaser  and  will  pay each
employee all wages, commissions,  and accrued vacation pay earned up to the time
of termination, including overtime pay.

    6.4 CONDITIONS AND BEST EFFORTS.  Seller and Seller's  Shareholder  will use
their best efforts to effectuate the transactions contemplated by this Agreement
and to fulfill all the  conditions  of the  obligations  of Seller and  Seller's
Shareholder  under  this  Agreement,  and will do all acts and  things as may be
required to carry out their respective  obligations  under this Agreement and to
consummate and complete this Agreement.

SECTION 7. COVENANTS OF PURCHASER.

    7.1  CONDITIONS  AND BEST  EFFORTS.  Purchaser  will use its best efforts to
effect the  transactions  contemplated  by this Agreement and to fulfill all the
conditions of Purchaser's  obligations  under this  Agreement,  and shall do all
acts and things as may be required to carry out  Purchaser's  obligations and to
consummate this Agreement.

    7.2  CONFIDENTIAL  INFORMATION.  If for any reason the sale of Assets is not
closed,   Purchaser  will  not  disclose  to  third  parties  any   confidential
information  received  from  Seller or  Seller's  Shareholder  

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in the course of  investigating,  negotiating,  and performing the  transactions
contemplated by this Agreement.

    SECTION 8. CONDITIONS PRECEDENT TO PURCHASER'S  OBLIGATIONS.  The obligation
of Purchaser to purchase the Assets is subject to the  fulfillment,  prior to or
at the Closing Date, of each of the following conditions,  any one or portion of
which may be waived in writing by Purchaser:

    8.1 Purchaser, after inspection of Seller's premises, operations,  financial
and other  affairs,  as provided in Paragraph 5,  approves of the  condition and
affairs of the Assets or financial results;

    8.2 Purchaser shall have received a reasonably satisfactory valuation of the
Assets prepared in accordance with standard  valuation industry practice from an
independent  business  valuation  firm  reasonably  acceptable to Purchaser,  at
Purchaser's own expense;

    8.3 Purchaser,  on the Closing Date,  shall receive all the Assets of Seller
free and clear of any liens, encumbrances or other obligations;

    8.4  REPRESENTATIONS,  WARRANTIES,  AND  COVENANTS  OF SELLER  AND  SELLER'S
SHAREHOLDER. All representations and warranties made in this Agreement by Seller
and Seller's Shareholder shall be true as of the Closing Date as fully as though
such representations and warranties had been made on and as of the Closing Date,
and, as of the Closing Date, neither Seller nor Seller's  Shareholder shall have
violated  or shall  have  failed to  perform  in  accordance  with any  covenant
contained in this Agreement.

    8.5  LICENSES AND PERMITS.  Purchaser  shall have  obtained all licenses and
permits  from public  authorities  necessary  to  authorize  the  ownership  and
operation of the business of Seller.

    8.6  CONSENTS.  Purchaser  shall have  obtained the consent of any lessor of
equipment to the assignments of such agreements to the Purchaser.

    8.7  CONDITIONS OF THE BUSINESS.  There shall have been no material  adverse
change in the manner of  operation  of  Seller's  business  prior to the Closing
Date.

    8.8 NO SUITS OR  ACTIONS.  At the  Closing  Date no suit,  action,  or other
proceeding  shall have been  threatened or instituted  to restrain,  enjoin,  or
otherwise  prevent  the  consummation  of  this  Agreement  or the  contemplated
transactions.

    SECTION 9.  CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF SELLER  AND  SELLER'S
SHAREHOLDER.  The  obligations of Seller and Seller's  Shareholder to consummate
the transactions  contemplated by this Agreement are subject to the fulfillment,
prior to or at the Closing Date, of each of the following conditions, any one or
a portion of which may be waived in writing by Seller;

    9.1   REPRESENTATIONS,   WARRANTIES,   AND  COVENANTS  OF   PURCHASER.   All
representations and warranties made in this Agreement by Purchaser shall be true
as of the Closing Date as fully as though 

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such representations and warranties had been made on and as of the Closing Date,
and  Purchaser  shall not have  violated  or shall not have failed to perform in
accordance with any covenant contained in this Agreement.

    SECTION 10. PURCHASER'S  ACCEPTANCE.  Purchaser  represents and acknowledges
that it has entered  into this  Agreement  on the basis of its own  examination,
personal knowledge, and opinion of the value of the business.  Purchaser has not
relied on any representations  made by Seller other than those specified in this
Agreement.  Purchaser  further  acknowledges  that  neither  Seller nor Seller's
Shareholder  has made any  agreement  or promise to repair or improve any of the
leasehold  improvements,  equipment,  or other  personal  property being sold to
Purchaser  under this  Agreement,  and that Purchaser takes all such property in
the  condition  existing  on the date of this  Agreement,  except  as  otherwise
provided in this Agreement.

    SECTION 11. RISK OF LOSS. The risk of loss, damage, or destruction to any of
the equipment, inventory, or other personal property to be conveyed to Purchaser
under this  Agreement  shall be borne by Seller to the time of  Closing.  In the
event of such loss,  damage, or destruction,  Seller, to the extent  reasonable,
shall  replace  the lost  property  or  repair or cause to  repair  the  damaged
property to its  condition  prior to the damage.  If  replacement,  repairs,  or
restorations  are not completed prior to Closing,  then the purchase price shall
be  adjusted  by an amount  agreed  upon by  Purchaser  and Seller  that will be
required to complete the replacement,  repair, or restoration following Closing.
If Purchaser and Seller are unable to agree, then Purchaser,  at its sole option
and  notwithstanding  any other  provision  of this  Agreement,  upon  notice to
Seller,  may rescind this Agreement and declare it to be of no further force and
effect,  in which event there shall be no Closing of this  Agreement and all the
terms and provisions of this Agreement  shall be deemed null and void. If, prior
to  Closing,  any of the real  properties  that are the  subject  of the  leases
mentioned  herein are damaged or  destroyed,  then  Purchaser  may rescind  this
Agreement  in  the  manner  provided  above  unless   arrangements   for  repair
satisfactory to all parties involved are made prior to Closing.

SECTION 12. INDEMNIFICATION AND SURVIVAL.

    12.1 SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  All  representations  and
warranties  made in this Agreement  shall survive the Closing of this Agreement,
except that any party to whom a representation  or warranty has bee made in this
Agreement  shall be deemed to have  waived  any  misrepresentation  or breach of
representation  or warranty of which such party had knowledge  prior to Closing.
Any  party  learning  of a  misrepresentation  or breach  of  representation  or
warranty under this Agreement shall  immediately  give written notice thereof to
all other parties to this Agreement.  The representations and warranties in this
Agreement  shall  terminate  two (2)  years  from  the  Closing  Date,  and such
representations  or  warranties  shall  thereafter  be without  force or effect,
except any claim with  respect to which notice has been given to the party to be
charged prior to such expiration date.

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    12.2  SELLER'S AND SELLER'S SHAREHOLDER'S INDEMNIFICATION.

    12.2.1  Seller and Seller's  Shareholder  each hereby agree to indemnify and
hold Purchaser, it successors, and assigns harmless from and against

    12.2.2 Any and all claims,  liabilities,  and  obligations of every kind and
description, contingent or otherwise, arising out of or related to the operation
of  Seller's  business  prior to the close of  business  on the day  before  the
Closing  Date,  except  for  claims,  liabilities,  and  obligations  of  Seller
expressly  assumed  by  Purchaser  under  this  Agreement  or paid by  insurance
maintained by Seller, Seller's Shareholder, or Purchaser.

    12.2.3  Any and  all  damage  or  deficiency  resulting  from  any  material
misrepresentation,  breach of warranty or covenant,  or  non-fulfillment  of any
agreement on the part of Seller and Seller's Shareholder under this Agreement.

    12.2.4 Seller's and Seller's  Shareholder's  indemnity  obligations shall be
subject to the following:

    12.2.5 If any claim is asserted against  Purchaser that would give rise to a
claim by Purchaser against Seller and Seller's  Shareholder for  indemnification
under the provisions of this Section, then Purchaser shall promptly give written
notice to Seller's  Shareholder  concerning such claim and Seller's  Shareholder
shall, at no expense to Purchaser, defend the claim.

    12.2.6 Seller's Shareholder shall not be required to indemnify Purchaser for
an amount that exceeds the total purchase price paid by Purchaser under Sections
3 and 5 of this Agreement.

     12.3 PURCHASER'S  INDEMNIFICATION.  Purchaser agrees to defend,  indemnify,
and hold harmless Seller and Seller's Shareholder from and against:

    12.3.1 Any and all claims,  liabilities,  and  obligations of every kind and
description arising out of or related to the operation of the business following
Closing or arising out of Purchaser's  failure to perform  obligations of Seller
assumed by Purchaser pursuant to this Agreement.

    12.3.2  Any and  all  damage  or  deficiency  resulting  from  any  material
misrepresentation,  breach of warranty or covenant,  or  non-fulfillment  of any
agreement on the part of Purchaser under this Agreement.

    SECTION 13.  DISSOLUTION OF SELLER.  Seller agrees that after Closing Seller
will liquidate completely and terminate its corporate existence.  From and after
the  Closing  Date,  Seller will not engage in any  business or other  activity,
except as required to complete its liquidation and dissolution.  Nothing in this
Agreement shall prevent Seller from dissolving  promptly on or after the Closing
Date.

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    SECTION 14. CLOSING.

    14.1 DATE. This Agreement  shall be closed as soon as practicable  after (i)
completion of the due diligence  investigation  contemplated;  (ii) execution of
this  Agreement;  (iii)  satisfaction  of all conditions to closing set forth in
this  Agreement;  and (iv) receipt of any required  approvals  under Arizona and
Nevada corporate law and any other required regulatory approvals. If Closing has
not occurred on or prior to June 20, 1998, then any party may elect to terminate
this Agreement. If, however, the Closing has not occurred because of a breach of
contract by one or more  parties,  the  breaching  party or parties shall remain
liable for breach of contract.

    14.2  PLACE.  Closing  will take place at the law  office of A.F.  Schaffer,
P.C., 2700 N. Central Avenue, Suite 1500, Phoenix, Arizona 85004.

    14.3 OBLIGATIONS OF SELLER AND SELLER'S  SHAREHOLDER AT THE CLOSING.  At the
Closing and coincidentally  with the performance by Purchaser of its obligations
described herein, Seller and Seller's Shareholder shall deliver to Purchaser the
following:

    14.3.1 All documents specified in the Exhibits referred to herein.

    14.3.2 All documents  which are required to effect transfer to Purchaser the
Assets described herein.

    14.4   OBLIGATIONS  OF  PURCHASER  AT  THE  CLOSING.   At  the  Closing  and
coincidentally with the performance by Seller and Seller's  Shareholder of their
obligations  described in Section  19.2,  Purchaser  shall deliver to Seller the
following:

    14.4.1 a certified or cashiers check in the amount of $80,000.

    14.4.2 Certificate for 300,000 Shares of Common Stock of Purchaser.

SECTION 15. RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING.

    15.1 PRODUCT LIABILITY INSURANCE.  Subsequent to the Closing, Purchaser will
cause Seller and Seller's  Shareholder  to be carried as an insured  party under
all of Purchaser's  insurance  policies that provide product liability  coverage
Seller's Shareholder shall pay to Purchaser an amount equal to any increase,  if
any, in premiums  occasioned by  Purchaser's  compliance  with the provisions of
this Section.

    15.2 BOOKS AND RECORDS.  This sale does not include the books of account and
records of Seller's business.  However, possession and custody of such books and
records, except for Seller's general ledger, may be retained by Purchaser at the
place of business  Purchaser is acquiring from Seller under this Agreement for a
period of six (6) months.  During this  period,  Seller or its agents shall have
access to such books and  records and may make copies  thereof.  Purchaser  will
exercise reasonable care in the safekeeping of such records. Seller shall retain
its general  ledger but shall make it available 

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for inspection by Purchaser from time to time upon reasonable request. All books
and records of Seller shall remain in Maricopa County for two (2) years from the
date this Agreement is signed.

    15.3 SELLER'S RIGHT TO PAY. In the event Purchaser fails to make any payment
of taxes,  assessments,  insurance premiums,  or other charges that Purchaser is
required to pay to third  parties  under this  Agreement,  Seller shall have the
right, but not the obligation,  to pay the same. Purchaser will reimburse Seller
for any such payment immediately upon Seller's demand, together with interest at
the same rate  provided  in the Note  from the date of  Seller's  payment  until
Purchaser  reimburses  Seller. Any such payment by Seller shall not constitute a
waiver by Seller of any remedy  available by reason of  Purchaser's  default for
failure to make the payments.

SECTION 16. DEFAULT.

    16.1 REMEDIES.  If Purchaser  fails to perform any of the terms,  covenants,
conditions,  or  obligations  of this  Agreement  then  Seller,  subject  to the
requirements  of the notice  provided in Section  19.2,  shall have the right to
exercise any remedy available.

    SECTION 17. BULK TRANSFERS.  Purchaser waives  compliance by Seller with the
Arizona Bulk Transfers  Article of the Uniform  Commercial Code ("Bulk Transfers
Article").  Except for those  liabilities  assumed by Purchaser,  as provided in
Section 1.2, in the event any creditor of Seller  claims the benefit of the Bulk
Transfers  Article as against  Purchaser or any of the Assets being  conveyed to
Purchaser  under  this  Agreement,   Seller  and  Seller's   Shareholder   shall
immediately pay or otherwise satisfy such claim or undertake its defense. Seller
and Seller's  Shareholder  shall indemnify and hold Purchaser  harmless from and
against  any and all loss,  expense,  or damage  resulting  from the  failure to
comply  with the Bulk  Transfers  Article.  If Seller  fails to comply  with the
provisions  of this  Section and  Purchaser  is required to pay any  creditor of
Seller in order to protect the  property  purchased  under this  Agreement  from
claims or liens of Seller's creditors,  except those assumed by Purchaser,  then
Purchaser  may offset the amount it pays  against  the balance due Seller on the
Note by  furnishing  to the escrow  agent proof of such payment in the form of a
receipt from the creditor involved.

SECTION 18. MISCELLANEOUS PROVISIONS.

    18.1 AMENDMENT AND  MODIFICATION.  Subject to applicable law, this Agreement
may be amended,  modified, or supplemented only by a written agreement signed by
all of the parties hereto.

    18.2  NOTICES.  All notices,  requests,  demands,  and other  communications
required or  permitted  hereunder  will be in writing and will be deemed to have
been  duly  given  when  delivered  by hand or two days  after  being  mailed by
certified or registered mail, return receipt requested, with postage prepaid:

    If to Purchaser, to:                           Copy to:

    David D. Westfere, President             A.F. Schaffer, P.C.
    Precision Plastics Molding, Inc.         2700 N. Central Avenue, Suite 1500
    2010 E. University Drive, Suite 3        Phoenix, AZ 85004
    Tempe, AZ 85281

                                  Page 10 of 21
<PAGE>

    If to Seller, to:                             Copy to:
    John O. Hoffman
    5869 S. Kyrene Road, Suite 18
    Tempe, AZ 85283

    18.3 ATTORNEY FEES. In the event an  arbitration,  suit or action is brought
by any party under this Agreement to enforce any of its terms,  or in any appeal
therefrom,  it is  agreed  that  the  prevailing  party  shall  be  entitled  to
reasonable  attorneys fees to be fixed by the  arbitrator,  trial court,  and/or
appellate court.

    18.4 LAW  GOVERNING.  This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Nevada.

    18.5  COMPUTATION  OF TIME. In computing any period of time pursuant to this
Agreement, the day of the act, event or default from which the designated period
of time begins to run shall be  included,  unless it is a Saturday,  Sunday or a
legal  holiday,  in which  event the period  shall  begin to run on the next day
which is not a Saturday, Sunday or legal holiday.

    18.6 TITLES AND CAPTIONS.  All section titles or captions  contained in this
Agreement are for  convenience  only and shall not be deemed part of the context
nor affect the interpretation of this Agreement.

    18.7 PRONOUNS AND PLURALS.  All pronouns and any variations thereof shall be
deemed to refer to the masculine,  feminine,  neuter,  singular or plural as the
identity of the person or persons may require.

    18.8 ENTIRE  AGREEMENT.  This  Agreement  contains the entire  understanding
between  and among the  parties  and  supersedes  any prior  understandings  and
agreements  among them  respecting  the subject  matter of this  Agreement.  Any
amendments to this  Agreement must be in writing and signed by the party against
whom enforcement of that amendment is sought.

    18.9  AGREEMENT  BINDING.  This  Agreement  shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.

    18.10  ARBITRATION.  If at any time  during the term of this  Agreement  any
dispute,  difference,  or  disagreement  shall  arise  upon or in respect of the
Agreement,  and  the  meaning  and  construction  hereof,  every  such  dispute,
difference,  and disagreement  shall be referred to a single arbiter agreed upon
by the  parties,  or if no single  arbiter  can be agreed  upon,  an  arbiter or
arbiters  shall  be  selected  in  accordance  with the  rules  of the  American
Arbitration Association and such dispute,  difference,  or disagreement shall be
settled by arbitration in accordance with the then prevailing  commercial  rules
of the American Arbitration Association, and judgment upon the award rendered by
the arbiter may be entered in any court having jurisdiction thereof.

                                  Page 11 of 21
<PAGE>
    18.11  PRESUMPTION.  This  Agreement  or any  Section  thereof  shall not be
construed  against any party due to the fact that said  Agreement or any Section
thereof was drafted by said party.

    18.12  FURTHER  ACTION.  The parties  hereto  shall  execute and deliver all
documents,  provide all  information and take or forbear from all such action as
may be necessary or appropriate to achieve the purpose of the Agreement.

    18.13 COUNTERPARTS.  This Agreement may be executed in several  counterparts
and all so executed shall  constitute one Agreement,  binding on all the parties
hereto even though all the parties are not  signatories  to the  original or the
same counterpart.

    18.14  PARTIES IN INTEREST.  Nothing  herein shall be construed to be to the
benefit of any third party,  nor is it intended that any provision  shall be for
the benefit of any third party.

    18.15 SAVINGS CLAUSE. If any provision of this Agreement, or the application
of such  provision to any person or  circumstance,  shall be held  invalid,  the
remainder of this Agreement,  or the application of such provision to persons or
circumstances  other  than  those as to which it is held  invalid,  shall not be
affected thereby.

    The  following  parties  hereby  agree  and  approve  all of the  terms  and
conditions of this Agreement, by signing where indicated.


    Seller:                                                   Purchaser:
    PREMIER PLASTICS CORPORATION            PRECISION PLASTICS MOLDING, INC.
    an Arizona  corporation                 a Nevada corporation


    By: /s/ John O. Hoffman                 By: /s/ David D. Westfere
      ----------------------------             ---------------------------------
        John O. Hoffman, President                 David D. Westfere, President


    -----------------------------
    John O. Hoffman, Seller's Shareholder

                                            DIAMOND EQUITIES, INC.
[NOTARY SEAL OF MARCIE G. BROWN]

/S/ Marcie G. Brown                         By: /s/ David D. Westfere
                                               -------------------------------
                                                  David D. Westfere, President