SHARE AND CLAIM PURCHASE AGREEMENT

     THIS SHARE AND CLAIM PURCHASE  AGREEMENT  (hereinafter  referred to as this
"Agreement")  is entered into as of this day of August 1998, by and between DACO
(USA), INC., a Nevada corporation  (hereinafter referred to as "DACO-USA"),  and
IWI  HOLDING  LIMITED  and its wholly  owned  subsidiary  IMPERIAL  WORLD,  INC.
(collectively  referred  to  as  "IMPERIAL"  and  individually  referred  to  as
"LIMITED" and the "SHAREHOLDER," respectively) upon the following premises:

                                    Premises
                                   ----------

     WHEREAS,  DACO-USA is a privately held corporation organized under the laws
of the State of Nevada,  recently  incorporated for the purpose of accomplishing
this purchase;

     WHEREAS,  DACO  MANUFACTURING  LIMITED  ("DACO-CANADA") is a privately held
corporation  organized under the laws of the province of Ontario,  Canada and is
engaged in the  manufacturing and distributing of moderately priced gold, silver
and costume jewelry in Canada;

     WHEREAS,  the  SHAREHOLDER,  a  corporation  organized  under  the  laws of
Illinois, is the sole shareholder of DACO-CANADA;

     WHEREAS,  IMPERIAL and its affiliates  have made certain  advances and sold
inventory  to  DACO-CANADA,  and  have  not  received  payment  in full for such
advances and inventory (defined below as the "Intercompany Claim"); and

     WHEREAS,  pursuant to  negotiations  amongst  management of the constituent
corporations,   DACO-USA,   and  the  SHAREHOLDER   desire  to  transfer  shares
representing one hundred (100%) percent  (100.00%) of the issued and outstanding
stock of DACO-CANADA in exchange for one thousand dollars ($1,000) and a royalty
payment as detailed herein;

     WHEREAS,  DACO-USA  desires to  purchase  and  IMPERIAL  wishes to sell the
Claims for the  purchase  price of four  hundred  ninety-nine  thousand  dollars
($499,000), and in accordance with the terms set forth herein;

                                    Agreement
                                   -----------

     NOW  THEREFORE,  for  and in  consideration  of the  mutual  covenants  and
agreements  hereinafter  set forth and the mutual  benefits to the parties to be
derived herefrom, it is hereby agreed as follows:

<PAGE>

                                    ARTICLE I

                   REPRESENTATIONS, COVENANTS, AND WARRANTIES
                                   OF IMPERIAL

     As an inducement to, and to obtain the reliance of DACO-USA,  except as set
forth on the DACO-CANADA Schedules (as hereinafter defined), IMPERIAL represents
and warrants as follows:

     Section 1.01  Organization.  DACO-CANADA is a corporation  duly  organized,
validly  existing,  and in good  standing  under the laws of Canada  and has the
corporate  power and is duly  authorized,  qualified,  franchised,  and licensed
under  all  applicable  laws,  regulations,  ordinances,  and  orders  of public
authorities to own all of its properties and assets and to carry on its business
in all material respects as it is now being conducted,  including  qualification
to do business as a foreign  corporation in the states or countries in which the
character  and  location of the assets owned by it or the nature of the business
transacted by it requires qualification, except where failure to be so qualified
would not have a  material  adverse  effect  on its  business.  Included  in the
DACO-CANADA  Schedules  are  complete and correct  copies of the  organizational
documents of DACO-CANADA and each of its  subsidiaries,  if any, as in effect on
the date hereof.

     Section 1.02 Capitalization and Ownership. The authorized capitalization of
DACO-CANADA  consists of an unlimited number of common stock, of which one share
is  currently  issued and  outstanding.  All issued and  outstanding  shares are
legally issued,  fully paid, and  non-assessable  and not issued in violation of
the preemptive or other rights of any person.  The Shareholder hereby represents
and warrants that it is the legal and beneficial  owner of the only  outstanding
share  of  DACO-CANADA   common  stock,   which   constitutes  100%  of  all  of
DACO-CANADA'S  outstanding  shares,  free  and  clear  of any  claims,  charges,
equities, liens, security interests, and encumbrances whatsoever,  including but
not limited to any marital or community property interest,  and that it has full
right,  power,  and  authority  to  transfer,  assign,  convey,  and deliver its
DACO-CANADA  shares;  and  delivery of such shares at the Closing will convey to
DACO-USA  good and  marketable  title to such  shares  and clear of any  claims,
charges, equities, liens, security interests and encumbrances whatsoever.

     Section 1.03  Subsidiaries and Predecessor  Corporations.  DACO-CANADA does
not have  any  predecessor  corporation(s)  or  subsidiaries,  and does not own,
beneficially  or of  record,  any  shares  of any other  corporation,  except as
disclosed  in the  DACO-CANADA  Schedules.  For purposes  hereinafter,  the term
"DACO-CANADA"  also  includes  those  subsidiaries,  if any,  set  forth  on the
DACO-CANADA Schedules.

     Section 1.04 Financial Statements.

          (a)  Included in the  DACO-CANADA  Schedules  are the audited  balance
     sheets of  DACO-CANADA  as of December 31, 1997 and December 31, 1996,  and
     the related audited statements of operations, stockholders' equity and cash
     flows for the two fiscal  years ended  December  31, 1997 and  December 31,
     1996, together with the notes to such statements and the opinion of Ernst &
     Young, LLP, independent certified public accountants, with respect thereto.
     Also included in the DACO-CANADA schedules are the unaudited balance sheets
     of  DACO-CANADA  as of  June  30,  1998,  and  the  related  statements  of
     operations, and cash flows for the quarter ended June 30, 1998.


                                       2
<PAGE>

          (b) All such  financial  statements  have been  prepared in accordance
     with generally  accepted  accounting  principles.  The DACO-CANADA  balance
     sheets  present a true and fair view as of the dates of such balance sheets
     of the financial condition of DACO-CANADA.  DACO-CANADA did not have, as of
     the dates of such balance sheets,  except as and to the extent reflected or
     reserved  against  therein,  any  liabilities or  obligations  (absolute or
     contingent)  which should be  reflected in the balance  sheets or the notes
     thereto,   prepared  in  accordance  with  generally  accepted   accounting
     principles,  and all assets  reflected  therein are  properly  reported and
     present  fairly the  financial  condition of the assets of  DACO-CANADA  in
     accordance with generally accepted accounting principles.

          (c) DACO-CANADA has no liabilities  with respect to the payment of any
     federal,  state,  county, local or other taxes (including any deficiencies,
     interest  or  penalties),  except  for  taxes  accrued  but not yet due and
     payable.

          (d)  DACO-CANADA  has filed all state,  federal or local income and/or
     franchise tax returns required to be filed by it from inception to the date
     hereof.  Each of such  income tax  returns  reflects  the taxes due for the
     period covered  thereby,  except for amounts which,  in the aggregate,  are
     immaterial.

          (e) The books and records, financial and otherwise, of DACO-CANADA are
     in all material  respects  complete and correct and have been maintained in
     accordance with good business and accounting practices.

          (f)  All of  DACO-CANADA's  assets  are  reflected  on  its  financial
     statements,  and, except as set forth in the  DACO-CANADA  Schedules or the
     financial  statements of DACO-CANADA or the notes thereto,  DACO-CANADA has
     no  material  liabilities,   direct  or  indirect,  matured  or  unmatured,
     contingent or otherwise.

     Section 1.05 Information.  The information concerning DACO-CANADA set forth
in this Agreement and in the  DACO-CANADA  Schedules is complete and accurate in
all material  respects  and does not contain any untrue  statement of a material
fact or omit to state a material fact required to make the  statements  made, in
light of the  circumstances  under  which they were  made,  not  misleading.  In
addition,  DACO-CANADA has fully disclosed in writing to DACO-USA  (through this
Agreement or the  DACO-CANADA  Schedules)  all  information  relating to matters
involving  DACO-CANADA  or its  assets  or its  present  or past  operations  or
activities which (i) indicated or may indicate, in the aggregate,  the existence
of a greater than $5,000 liability or diminution in value,  (ii) have led or may
lead to a competitive  disadvantage  on the part of  DACO-CANADA or (iii) either
alone  or in  aggregation  with  other  information  covered  by  this  Section,
otherwise have led or may lead to a material  adverse effect on the transactions
contemplated  herein  or on  DACO-CANADA,  its  assets,  or  its  operations  or
activities as presently  conducted or as  contemplated to be conducted after the
Closing  Date,   including,   but  not  limited  to,  information   relating  to
governmental,  employee,  environmental,  litigation and securities  matters and
transactions with affiliates.


                                       3
<PAGE>

     Section 1.06 Options or  Warrants.  Except as set forth in the  DACO-CANADA
Schedules, there are no existing options, warrants, calls, or commitments of any
character  relating to the  authorized  and unissued  DACO-CANADA  common stock,
except options, warrants, calls or commitments,  if any, to which DACO-CANADA is
not a party and by which it is not bound.

     Section 1.07 Absence of Certain  Changes or Events.  Except as set forth in
this Agreement or the DACO-CANADA Schedules, since December 31, 1997:

          (a)  there  has  not  been  (i) any  material  adverse  change  in the
     business,  operations,  properties,  assets, or condition of DACO-CANADA or
     (ii)  any  damage,  destruction,  or loss to  DACO-CANADA  (whether  or not
     covered by  insurance)  materially  and  adversely  affecting the business,
     operations, properties, assets, or condition of DACO-CANADA;

          (b) DACO-CANADA has not (i) amended its Articles of  Incorporation  or
     By-Laws or applicable  incorporation  documents;  (ii) declared or made, or
     agreed to declare or make, any payment of dividends or distributions of any
     assets of any kind whatsoever to stockholders or purchased or redeemed,  or
     agreed to purchase or redeem,  any of its capital  stock;  (iii) waived any
     rights of value which in the aggregate  are outside of the ordinary  course
     of business or material considering the business of DACO-CANADA;  (iv) made
     any material  change in its method of management,  operation or accounting;
     (v) entered  into any other  material  transaction  other than sales in the
     ordinary  course of its business;  (vi) made any accrual or arrangement for
     payment of bonuses or special  compensation of any kind or any severance or
     termination  pay to any  present  or  former  officer  or  employee;  (vii)
     increased the rate of  compensation  payable or to become  payable by it to
     any of its officers or directors  or any of its  salaried  employees  whose
     monthly  compensation  exceeds  $1,000;  or (viii) made any increase in any
     profit  sharing,   bonus,  deferred   compensation,   insurance,   pension,
     retirement,  or other employee benefit plan,  payment,  or arrangement made
     to, for, or with its officers, directors, or employees;

          (c)  DACO-CANADA has not (i) borrowed or agreed to borrow any funds or
     incurred,  or become  subject  to, any  material  obligation  or  liability
     (absolute or contingent)  except as disclosed herein and except liabilities
     incurred in the ordinary course of business; (ii) paid or agreed to pay any
     material  obligations  or  liability  (absolute or  contingent)  other than
     current  liabilities  reflected in or shown on the most recent  DACO-CANADA
     balance  sheet,  and current  liabilities  incurred  since that date in the
     ordinary course of business and professional and other fees and expenses in
     connection with the  preparation of this Agreement and the  consummation of
     the transactions  contemplated hereby; (iii) other than within the ordinary
     course of business, sold or transferred, or agreed to sell or transfer, any
     of its assets,  properties, or rights (except assets, properties, or rights
     not used or useful in its business  which, in the aggregate have a value of
     less than $1,000),  or canceled,  or agreed to cancel,  any debts or claims
     (except  debts or claims which in the aggregate are of a value of less than
     $1,000);  (iv)  other  than in the  ordinary  course of  business,  made or
     permitted  any amendment or  termination  of any  contract,  agreement,  or
     license  to  which  it is a  party  if such  amendment  or  termination  is
     material,   considering  the  business  of  DACO-CANADA;   or  (v)  issued,
     delivered,  or  agreed  to  issue  or  deliver  any  stock,  bonds or other
     corporate  securities including debentures (whether authorized and unissued
     or held as treasury  stock);  and (d) to the best  knowledge  of  IMPERIAL,
     DACO-CANADA  has  not  become  subject  to  any  law  or  regulation  which
     materially and adversely affects, or in the future may adversely affect the
     business, operations, properties, assets, or condition of DACO-CANADA.


                                       4
<PAGE>

     Section 1.08 Title and Related Matters. DACO-CANADA has good and marketable
title to all of its properties,  inventory, interests in properties, and assets,
real and personal,  which are reflected in the most recent  DACO-CANADA  balance
sheet or acquired after that date (except  properties,  inventory,  interests in
properties,  and assets  sold or  otherwise  disposed  of since such date in the
ordinary course of business) free and clear of all liens,  pledges,  charges, or
encumbrances  except (a) statutory liens or claims not yet delinquent;  (b) such
imperfections  of title and easements as do not and will not materially  detract
from or  interfere  with the present or proposed use of the  properties  subject
thereto or affected  thereby or otherwise  materially  impair  present  business
operations  on  such  properties;  and  (c)  as  described  in  the  DACO-CANADA
Schedules.  Except as set forth in the DACO-CANADA Schedules,  DACO-CANADA owns,
free and clear of any liens, claims,  encumbrances,  royalty interests, or other
restrictions or limitations of any nature whatsoever, any and all products it is
currently  manufacturing,  including the underlying technology and data, and all
procedures,  techniques, marketing plans, business plans, methods of management,
or other information utilized in connection with DACO-CANADA's business.  Except
as set forth in the DACO-CANADA Schedules,  no third party has any right to, and
DACO-CANADA  has not received  any notice of  infringement  of or conflict  with
asserted rights of others with respect to any product,  technology,  data, trade
secrets, know-how, propriety techniques, trademarks, service marks, trade names,
or copyrights  which,  individually  or in the  aggregate,  if the subject of an
unfavorable decision,  ruling or finding, would have a materially adverse effect
on the business, operations,  financial condition, income, or business prospects
of DACO-CANADA or any material portion of its properties, assets, or rights.

     Section  1.09  Litigation  and  Proceedings.  Except  as set  forth  in the
DACO-CANADA   Schedules,   there  are  no  actions,   suits,   proceedings,   or
investigations  pending or, to the  knowledge of  DACO-CANADA  after  reasonable
investigation,  threatened by or against DACO-CANADA or affecting DACO-CANADA or
its  properties,  at law or in equity,  before  any court or other  governmental
agency or instrumentality,  domestic or foreign, or before any arbitrator of any
kind.  IMPERIAL does not have any knowledge of any material  default on its part
with  respect to any  judgment,  order,  injunction,  decree,  award,  rule,  or
regulation of any court,  arbitrator,  or governmental agency or instrumentality
or of any circumstances which, after reasonable  investigation,  would result in
the discovery of such a default.

     Section 1.10 Contracts.

          (a) Except as  included or  described  in the  DACO-CANADA  Schedules,
     there  are  no  "material"  contracts,   agreements,   franchises,  license
     agreements, debt instruments or other commitments to which DACO-CANADA is a
     party  or by  which  it or any  of its  assets,  products,  technology,  or
     properties  are bound other than those  incurred in the ordinary  course of
     business  (as used in this  Agreement,  a "material"  contract,  agreement,
     franchise,  license  agreement,  debt instrument or commitment is one which
     (i) will  remain in effect for more than six (6)  months  after the date of
     this  Agreement  or (ii)  involves  aggregate  obligations  of at least ten
     thousand dollars ($10,000));

                                       5
<PAGE>

          (b) All contracts,  agreements,  franchises,  license agreements,  and
     other  commitments  to  which  DACO-CANADA  is a  party  or  by  which  its
     properties   are  bound  and  which  are  material  to  the  operations  of
     DACO-CANADA  taken as a whole are valid and  enforceable  by DACO-CANADA in
     all respects,  except as limited by bankruptcy and  insolvency  laws and by
     other laws affecting the rights of creditors generally;

          (c)  DACO-CANADA  is not a party to or bound by, and the properties of
     DACO-CANADA are not subject to any contract, agreement, other commitment or
     instrument,  any charter or other corporate  restriction,  or any judgment,
     order,  writ,  injunction,  decree, or award which materially and adversely
     affects,  the  business  operations,  properties,  assets,  or condition of
     DACO-CANADA; and

          (d) Except as included or  described in the  DACO-CANADA  Schedules or
     reflected in the most recent DACO-CANADA balance sheet,  DACO-CANADA is not
     a party to any oral or  written  (i)  contract  for the  employment  of any
     officer or employee  which is not  terminable  on 30 days,  or less notice;
     (ii) profit sharing, bonus, deferred compensation,  stock option, severance
     pay,  pension benefit or retirement plan,  (iii)  agreement,  contract,  or
     indenture  relating  to  the  borrowing  of  money,  (iv)  guaranty  of any
     obligation,  other than one on which DACO-CANADA is a primary obligor,  for
     the  borrowing  of  money or  otherwise,  excluding  endorsements  made for
     collection and other  guaranties of obligations  which, in the aggregate do
     not  exceed  more  than one year or  providing  for  payments  in excess of
     $10,000 in the aggregate;  (v)  collective  bargaining  agreement;  or (vi)
     agreement with any present or former officer or director of DACO-CANADA.

     Section  1.11  Material  Contract  Defaults.  Except  as  provided  in  the
DACO-CANADA  Schedules,  DACO-CANADA  is not in default in any material  respect
under  the  terms  of any  outstanding  contract,  agreement,  lease,  or  other
commitment which is material to the business, operations,  properties, assets or
condition  of  DACO-CANADA  and  there is no event of  default  in any  material
respect  under any such  contract,  agreement,  lease,  or other  commitment  in
respect of which  DACO-CANADA  has not taken  adequate  steps to prevent  such a
default from occurring.

     Section  1.12 No Conflict  With Other  Instruments.  The  execution of this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement will not result in the breach of any term or provision of,  constitute
an event of default under,  or terminate,  accelerate or modify the terms of any
material  indenture,  mortgage,  deed of  trust,  or  other  material  contract,
agreement,  or instrument to which DACO-CANADA is a party or to which any of its
properties or operations are subject.

     Section  1.13  Governmental  Authorizations.  Except  as set  forth  in the
DACO-CANADA Schedules,  DACO-CANADA has all licenses,  franchises,  permits, and
other  governmental  authorizations  that are  legally  required to enable it to
conduct its business in all material respects as conducted on the date hereof.

                                       6
<PAGE>


     Section 1.14 Compliance With Laws and  Regulations.  Except as set forth in
the DACO-CANADA Schedules, to the best of its knowledge DACO-CANADA has complied
with all applicable  statutes and  regulations of any federal,  state,  or other
governmental  entity or agency thereof,  except to the extent that noncompliance
would not materially and adversely affect the business, operations,  properties,
assets,  or condition of DACO-CANADA or except to the extent that  noncompliance
would not result in the occurrence of any material liability for DACO-CANADA.

     Section  1.15  Insurance.  DACO-CANADA  will  maintain  all of its  current
policies  of  insurance  (liability  and  casualty)  during  the  term  of  this
Agreement.

     Section 1.16  Approval of  Agreement.  The  SHAREHOLDER  has approved  this
Agreement as evidenced by its signatures  hereto;  and the board of directors of
LIMITED has approved this  Agreement,  as evidenced by the corporate  resolution
set forth in Schedule 1.16.

     Section  1.17  Material  Transactions  or  Affiliations.  Set  forth in the
DACO-CANADA  Schedules  is  a  description  of  every  contract,  agreement,  or
arrangement  between  DACO-CANADA  and any predecessor and any person who was at
the time of such contract,  agreement,  or arrangement an officer,  director, or
person owning of record, or known by DACO-CANADA to own beneficially, 5% or more
of the issued and  outstanding  common stock of  DACO-CANADA  and which is to be
performed  in whole or in part after the date hereof or which was  entered  into
not more than three years prior to the date  hereof.  Except as disclosed in the
DACO-CANADA Schedules or otherwise disclosed herein, no officer, director, or 5%
shareholder of DACO-CANADA  has, or has had since inception of DACO-CANADA,  any
known interest,  direct or indirect,  in any transaction with DACO-CANADA  which
was  material  to the  business  of  DACO-CANADA.  There are no  commitments  by
DACO-CANADA,  whether written or oral, to lend any funds, or to borrow any money
from, or enter into any other transaction with, any such affiliated person.

     Section  1.18  Labor  Relations.  DACO-CANADA  has  not had  work  stoppage
resulting from labor problems.  To the knowledge of IMPERIAL,  no union or other
collective  bargaining  organization is organizing or attempting to organize any
employee of DACO-CANADA.

     Section  1.19  Related  Party   Transactions.   DACO-CANADA  has  purchased
inventory  from IMPERIAL or an IMPERIAL  subsidiary  or affiliate  (collectively
"Related  Party").  All receivables due and owing as a result of these purchases
at June 30, 1998,  and  supplemented  up to the date of Closing (the  "Inventory
Receivables")  are shown in  Schedule  1.19,  along  with a  description  of all
inventory  on  hand,  and  on  consignment,   sold  pursuant  to  the  Inventory
Receivables (the "Returnable Inventory").  Additionally,  Related Party has made
certain advances to DACO-CANADA  relating to Imperial's  purchase of DACO-CANADA
from the original shareholders. All advances due and owing at June 30, 1998, and
supplemented up to the date of Closing  ("Advances") are shown in Schedule 1.19.
The  Inventory   Receivables   and  Advances   amount  to  $980,376.69  and  are
collectively  referred to as the "Intercompany  Claim". No other amounts are due
or owed to any Related Party from DACO-CANADA.

     Section 1.20 Bank Accounts;  Power of Attorney.  Set forth in Schedule 1.20
is a true and complete list of (a) all accounts with banks,  money market mutual
funds or securities or other  financial  institutions  maintained by DACO-CANADA
within the past twelve (12) months, the account numbers thereof, and all persons
authorized to sign or act on behalf of  DACO-CANADA,  (b) all safe deposit boxes
and other similar custodial  arrangements  maintained by DACO-CANADA  within the
past twelve (12)  months,  and (c) the names of all  persons  holding  powers of
attorney from  DACO-CANADA  or who are otherwise  authorized to act on behalf of
DACO-CANADA  with respect to any matter,  other than its officers and directors,
and a summary of the terms of such powers or authorizations.

                                       7
<PAGE>

     Section 1.21 DACO-CANADA Schedules.  IMPERIAL has delivered to DACO-USA the
following  schedules,  which are  collectively  referred to as the  "DACO-CANADA
Schedules"  and which  consist  of  separate  schedules  dated as of the date of
execution of this  Agreement,  all certified by the chief  executive  officer of
DACO-CANADA  as complete,  true, and correct as of the date of this Agreement in
all material respects:

          (a) Schedule 1.01 through  Schedule 1.20 setting forth any exceptions,
     information  and  copies  of  documents  required  to be  disclosed  in the
     DACO-CANADA Schedules by Sections 1.01 through 1.20.

          (b) a  Schedule  1.21(b)  containing  a list  indicating  the name and
     address of each  shareholder  of  DACO-CANADA  together  with the number of
     shares owned by him, her or it;

          (c) a Schedule  1.21(c)  containing a description of all real property
     owned by DACO-CANADA,  together with a description of every mortgage,  deed
     of trust, pledge, lien, agreement,  encumbrance,  claim, or equity interest
     of any nature whatsoever in such real property;

          (d) a Schedule 1.21(d) including copies of all licenses,  permits, and
     other governmental  authorizations  (or requests or applications  therefor)
     pursuant  to  which  DACO-CANADA  carries  on or  proposes  to carry on its
     business  (except  those which,  in the  aggregate,  are  immaterial to the
     present or proposed business of DACO-CANADA);

          (e) a Schedule  1.21(e) listing the accounts  receivable and notes and
     other  obligations  receivable  of  DACO-CANADA  as of June  30,  1998,  or
     thereafter  other than in the ordinary  course of business of  DACO-CANADA,
     indicating the debtor and amount,  and  classifying the accounts to show in
     reasonable  detail the length of time,  if any,  overdue,  and  stating the
     nature and amount of any refunds, set offs,  reimbursements,  discounts, or
     other  adjustments,  which  are in the  aggregate  material  and  due to or
     claimed by such debtor; and

          (f) a Schedule  1.21(f)  listing  the  accounts  payable and notes and
     other obligations payable of DACO-CANADA as of June 30, 1998, or that arose
     thereafter   other  than  in  the  ordinary   course  of  the  business  of
     DACO-CANADA,  indicating the creditor and amount,  classifying the accounts
     to show in  reasonable  detail the  length of time,  if any,  overdue,  and
     stating  the nature and amount of any  refunds,  set offs,  reimbursements,
     discounts,  or other  adjustments,  which in the aggregate are material and
     due to or claimed by DACO-CANADA respecting such obligations.

                                       8
<PAGE>

IMPERIAL  shall cause the  DACO-CANADA  Schedules and the  instruments  and data
delivered to DACO-USA  hereunder to be promptly updated after the date hereof up
to and including the Closing Date.

     It is understood and agreed that not all of the schedules referred to above
have been completed or are available to be furnished by IMPERIAL. IMPERIAL shall
have until twelve hours prior to Closing to provide such schedules.  If IMPERIAL
cannot  or fails to do so,  or if  DACO-USA  acting  reasonably  finds  any such
schedules or updates provided after the date hereof to be unacceptable, DACO-USA
may terminate  this  Agreement  prior to Closing,  by giving  written  notice to
DACO-CANADA  after the  schedules  or updates  were due to be  produced  or were
provided.

     Section 1.22 Valid Obligation.  This Agreement and all agreements and other
documents  executed  by  LIMITED  and the  SHAREHOLDER  in  connection  herewith
constitute  the valid and binding  obligation  of LIMITED  and the  SHAREHOLDER,
enforceable in accordance  with its or their terms,  except as may be limited by
bankruptcy,   insolvency,   moratorium  or  other  similar  laws  affecting  the
enforcement of creditors' rights generally and subject to the qualification that
the availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefor may be brought.

                                   ARTICLE II

             REPRESENTATIONS, COVENANTS, AND WARRANTIES OF DACO-USA

     As an inducement to, and to obtain the reliance of the IMPERIAL,  except as
set  forth  in  the  DACO-USA  Schedules  (as  hereinafter  defined),   DACO-USA
represents and warrants as follows:

     Section  2.01  Organization.  DACO-USA  is a  corporation  duly  organized,
validly existing, and in good standing under the laws of the State of Nevada and
has the  corporate  power and is duly  authorized,  qualified,  franchised,  and
licensed  under all  applicable  laws,  regulations,  ordinances,  and orders of
public  authorities  to own all of its  properties  and assets,  to carry on its
business in all material respects as it is now being conducted, and except where
failure  to be so  qualified  would not have a  material  adverse  effect on its
business,  there is no  jurisdiction  in which it is not  qualified in which the
character  and  location of the assets owned by it or the nature of the business
transacted by it requires qualification.  Included in the DACO-USA Schedules are
complete  and correct  copies of the  Articles of  Incorporation  and By-Laws of
DACO-USA as in effect on the date  hereof.  The  execution  and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby
will not,  violate any  provision of  DACO-USA's  Articles of  Incorporation  or
By-Laws.  DACO-USA  has  taken all  action  required  by law,  its  Articles  of
Incorporation,  By-Laws, or otherwise to authorize the execution and delivery of
this Agreement,  and DACO-USA has full power, authority, and legal right and has
taken all action  required by law, its Articles of  Incorporation,  By-Laws,  or
otherwise to consummate the transactions herein contemplated.

     Section 2.02 Capitalization.  DACO-USA's authorized capitalization consists
of 50,000,000  shares of common  stock,  par value $.001 of which 100 shares are
issued and outstanding and 1,000,000 shares of Preferred Stock, par value $.001,
none of which are issued and outstanding.  All issued and outstanding shares are
or will be legally  issued,  fully paid,  and  non-assessable  and not issued in
violation of the preemptive or other rights of any person.


                                       9
<PAGE>

     Section  2.03 No Conflict  With Other  Instruments.  The  execution of this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement will not result in the breach of any term or provision of,  constitute
a default under, or terminate, accelerate or modify the terms of, any indenture,
mortgage,  deed of trust,  or other  material  agreement or  instrument to which
DACO-USA is a party or to which any of its assets or operations are subject.

     Section  2.04  Governmental  Authorizations.  No  authorization,  approval,
consent or order of, of  registration,  declaration or filing with, any court or
other  governmental  body is  required  in  connection  with the  execution  and
delivery by DACO-USA of this Agreement and the  consummation  by DACO-USA of the
transactions contemplated hereby.

     Section 2.05 Approval of Agreement.  The board of directors of DACO-USA has
authorized  the  execution  and  delivery of this  Agreement by DACO-USA and has
approved this Agreement and the transactions contemplated hereby.

     Section 2.06 Valid Obligation.  This Agreement and all agreements and other
documents executed by DACO-USA in connection  herewith  constitute the valid and
binding  obligation of DACO-USA,  enforceable  in  accordance  with its or their
terms, except as may be limited by bankruptcy,  insolvency,  moratorium or other
similar laws  affecting  the  enforcement  of  creditors'  rights  generally and
subject to the  qualification  that the  availability  of equitable  remedies is
subject to the discretion of the court before which any proceeding  therefor may
be brought.

                                   ARTICLE III

                               PURCHASE AND SALE

     Section 3.01  Purchase  and Sale of Stock.  On the terms and subject to the
conditions set forth in this Agreement,  on the Closing Date (as defined in this
Article), the SHAREHOLDER shall assign,  transfer and deliver to DACO-USA,  free
of all liens, pledges,  encumbrances,  charges,  restrictions or known claims of
any kind,  nature,  or description,  the only  outstanding  share of DACO-CANADA
common stock (the "Purchased  Shares") which shall constitute 100 percent (100%)
of the issued and  outstanding  shares of common stock of  DACO-CANADA as of the
Closing.   In  exchange  for  the  transfer  of  the  Purchased  Shares  by  the
SHAREHOLDER,  DACO-USA shall pay the  SHAREHOLDER a royalty as described  below,
and shall pay the sum of one thousand  dollars  ($1,000),  which has  previously
been delivered to IMPERIAL,  the adequacy and receipt of which is ackowledged by
IMPERIAL.

     Section 3.02 Royalty. In addition to the consideration specified in Section
3.01,  DACO-USA  agrees to pay the  SHAREHOLDER a royalty on the following terms
and subject to the following conditions:

     a. for the year ended  December  31, 1999 up to $50,000 (but limited to 25%
     of DACO-CANADA'S net income) payable in a lump sum within 60 days after the
     issuance of the audited financial statements of DACO-CANADA.

                                       10
<PAGE>

     b. for the year ended  December 31, 2000, up to $25,000 (but limited to 25%
     of DACO-CANADA'S net income) payable in a lump sum within 60 days after the
     issuance of the audited financial statements of DACO-CANADA.

     Section 3.03  Purchase  and Sale of  Intercompany  Claim.  On the terms and
subject to the conditions set forth in this  Agreement,  on the Closing Date (as
defined in this  Article),  the IMPERIAL  shall assign,  transfer and deliver to
DACO-USA,  free of all liens, pledges,  encumbrances,  charges,  restrictions or
known  claims  of  any  kind,  nature,  or  description,  an  assignment  of the
Intercompany Claim  representing an assignment of the Inventory  Receivables and
the Advances,  in substantially the same form as that attached hereto as Exhibit
A, incorporated  herein, in consideration for the purchase price of four hundred
ninety-nine   thousand  dollars  ($499,000)  as  follows:   $499,000  previously
delivered to IMPERIAL,  the adequacy and receipt of which is acknowledged by the
IMPERIAL.

     Section 3.04 Cash Payment of Balance of Inventory Receivables.  In addition
to the  consideration  specified  in  Section  3.04,  DACO-USA  agrees to pay to
IMPERIAL the Cash Payment defined in section 4.03 below.

     Section 3.05 Non-competition  Agreements.  As further consideration for the
purchase and sale of the Purchased Shares and Intercompany  Claim,  IMPERIAL and
its affiliates agree to maintain all of DACOCANADA'S  proprietary information in
confidence and to neither directly or indirectly  compete with  DACO-CANADA,  or
solicit DACO-CANADA's customers, employees or agents, for a period of five years
following the Closing date,  and shall execute a  Confidentiality  Agreement and
Covenant Not to Compete in  substantially  the same form as that attached hereto
as Exhibit B and incorporated herein.

     Section  3.06  Closing.   The  closing   ("Closing")  of  the  transactions
contemplated  by this  Agreement  shall  be on a date  and at  such  time as the
parties may agree  ("Closing  Date") but not later than September 1, 1998.  Such
Closing shall take place at a mutually agreeable time and place.

     Section 3.07 Closing  Events.  At the Closing,  DACO-USA and IMPERIAL shall
execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged,
and  delivered)  any  and  all  certificates,  opinions,  financial  statements,
schedules,  agreements,  resolutions,  rulings or other instruments  required by
this Agreement to be so delivered at or prior to the Closing, together with such
other  items as may be  reasonably  requested  by the  parties  hereto and their
respective  legal counsel in order to  effectuate  or evidence the  transactions
contemplated hereby.

     Section 3.08 Termination.

          (a) This  Agreement  may be  terminated  by the board of  directors of
     DACO-USA or by IMPERIAL at any time prior to the Closing Date if:

               (i) there shall be any actual or threatened  action or proceeding
          before  any  court  or any  governmental  body  which  shall  seek  to
          restrain,  prohibit,  or invalidate the  transactions  contemplated by
          this Agreement and which, in the judgement of such board of directors,
          made in good  faith and based  upon the  advice of its legal  counsel,
          makes  it   inadvisable   to  proceed   with  the  purchase  and  sale
          contemplated hereby; or

                                       11
<PAGE>

               (ii) any of the transactions  contemplated hereby are disapproved
          by any regulatory  authority  whose approval is required to consummate
          such transactions or in the judgement of such board of directors, made
          in good  faith,  and upon  advice  of  counsel,  there is  substantial
          likelihood  that any such  approval  will not be  obtained  or will be
          obtained  only on a  condition  or  conditions  which  would be unduly
          burdensome,  making it  inadvisable  to proceed  with the purchase and
          sale.

          (b) This  Agreement  may be  terminated  by the board of  directors of
     DACO-USA at any time prior to the Closing Date if:

               (i) there shall have been any change after the date of the latest
          balance sheet of DACO-CANADA in the assets,  properties,  business, or
          financial  condition  of  DACO-CANADA,  which could have a  materially
          adverse effect on the financial  statements of  DACO-CANADA  listed in
          Section 1.04(a) taken as a whole,  except any changes disclosed in the
          DACO-CANADA Schedules;

               (ii) the board of directors of DACO-USA  determines in good faith
          that one or more of DACO-USA's conditions to Closing has not occurred,
          through no fault of DACO-USA.

               (iii) DACO-USA takes the termination  action specified in Section
          1.21 as a result of  DACO-CANADA  Schedules or updates  thereto  which
          DACO-USA finds unacceptable;

          (c) This  Agreement may be terminated by IMPERIAL at any time prior to
     the Closing Date if:

               (i)  IMPERIAL  determines  in good  faith that one or more of the
          IMPERIAL's conditions to Closing has not occurred, through no fault of
          the IMPERIAL;

In the event of  termination  pursuant to paragraphs  (a), (b) or (c) of Section
3.08, or Section 1.21, no obligation,  right or liability shall arise hereunder,
and each party shall bear all of the expenses  incurred by it in connection with
the negotiation,  drafting, and execution of this Agreement and the transactions
herein.

     (d) This  Agreement may be terminated by the board of directors of DACO-USA
     at any time prior to the Closing Date if:

          (i) IMPERIAL shall fail to comply in any material  respect with any of
          its covenants or agreements  contained in this  Agreement or if any of
          the   representations  or  warranties  of  IMPERIAL  herein  shall  be
          inaccurate in any material  respect.  If this  Agreement is terminated
          pursuant to this paragraph (d), this Agreement  shall be of no further
          force or effect,  and no  obligation,  right or liability  shall arise
          hereunder,  except that  IMPERIAL  shall bear its own costs as well as
          the reasonable  costs of DACO-USA in connection with the  negotiation,
          preparation, and execution of this Agreement.

                                       12
<PAGE>

          (e) This  Agreement may be terminated by IMPERIAL at any time prior to
     the Closing Date if:

               (i) DACO-USA  shall fail to comply in any  material  respect with
          any of its covenants or agreements  contained in this  Agreement or if
          any of the  representations or warranties of DACO-USA contained herein
          shall be inaccurate in any material respect.

If this Agreement is terminated  pursuant to this paragraph (e) of Section 3.08,
this Agreement shall be of no further force or effect, and no obligation,  right
or liability  shall arise  hereunder,  except that  DACO-USA  shall bear its own
costs as well as the reasonable  costs of IMPERIAL  incurred in connection  with
the negotiation, preparation and execution of this Agreement.

                                   ARTICLE IV

                                SPECIAL COVENANTS

     Section 4.01 Access to Properties and Records.  The SHAREHOLDER will afford
the  officers  and  authorized  representatives  of DACO-USA  full access to the
properties,  books and records of  DACO-CANADA  in order that it may have a full
opportunity to make such  reasonable  investigation  as it shall desire into the
affairs  of  DACO-CANADA,   and  the  SHAREHOLDER  will  furnish  DACO-USA  such
additional financial and operating data and other information as to the business
and  properties of  DACO-CANADA,  as DACO-USA may  reasonably  request.  Without
limiting  the  foregoing,  as soon as  practicable  after the end of each fiscal
quarter (and in any event  through the last fiscal  quarter prior to the Closing
Date), the SHAREHOLDER shall provide DACO-USA with quarterly internally prepared
and unaudited financial statements.

     Section 4.02 Delivery of Books and Records. At the Closing, the SHAREHOLDER
shall deliver to DACO-USA the originals of the corporate minute books,  books of
account, contracts, records, and all other books or documents of DACO-CANADA now
in the possession of DACO-CANADA or its representatives.

     Section  4.03  Return  of  Inventory.  For a  period  of 30 days  following
Closing,  DACO-USA  shall  return  to  IMPERIAL,  all  Returnable  Inventory  in
DACO-CANADA'S  possession. In the event that not all of the Returnable Inventory
can be  returned  within  30 days of the date of  Closing,  DACO-USA  shall  pay
IMPERIAL for that portion of the Returnable  Inventory which was not returned in
cash within 45 days of Closing (the "Cash Payment").


                                       13
<PAGE>

     Section 4.04 Exclusive Dealing Rights.  Until 5:00 P.M. USA Central Time on
September  1, 1998,  in  recognition  of the  substantial  time and effort which
DACO-USA has spent and will continue to spend in  investigating  DACO-CANADA and
its  business  and  in  addressing  the  matters  related  to  the  transactions
contemplated  herein,  each of  which  may  preempt  or delay  other  management
activities,  neither the SHAREHOLDER,  nor any of its  representatives or agents
will directly or indirectly  solicit or initiate any discussions or negotiations
with, or, except where required by fiduciary obligations under applicable law as
advised  by  counsel,  participate  in any  negotiations  with  or  provide  any
information  to or otherwise  cooperate in any other way with,  or facilitate or
encourage  any effort or attempt  by, any  corporation,  partnership,  person or
other  entity  or  group  (other  than  DACO-USA  and its  directors,  officers,
employees,   representatives   and  agents)  concerning  any  merger,   sale  of
substantial  assets,  sale  of  shares  of  capital  stock,  (including  without
limitation,  any public or private  offering of the common stock of DACO-CANADA)
or similar  transactions  involving  DACO-CANADA  (all such  transactions  being
referred to as "DACO-CANADA Acquisition Transactions").  If DACO-CANADA receives
any  proposal  with  respect  to  a  DACO-CANADA  Acquisition  Transaction,  the
SHAREHOLDER  will  immediately  communicate  to  DACO-USA  the fact  that it has
received such proposal and the principal terms thereof.

     Section 4.05 Actions Prior to Closing.

          (a) From and after the date of this  Agreement  until the Closing Date
     and except as set forth in the  DACO-CANADA  Schedules  or as  permitted or
     contemplated by this Agreement, IMPERIAL will cause DACO-CANADA to:

               (i) carry on its business in substantially  the same manner as it
          has heretofore;

               (ii)  maintain and keep its  properties  in states of good repair
          and condition as at present,  except for  depreciation due to ordinary
          wear and tear and damage due to casualty;

               (iii) maintain in full force and effect  insurance  comparable in
          amount and in scope of coverage to that now maintained by it;

               (iv)  perform in all  material  respects  all of its  obligations
          under  material  contracts,  leases,  and  instruments  relating to or
          affecting its assets, properties, and business;

               (v) use its best  efforts to maintain  and  preserve its business
          organization intact, to retain its key employees,  and to maintain its
          relationship with its material suppliers and customers; and

               (vi) fully comply with and perform in all  material  respects all
          obligations and duties imposed on it by all federal and state laws and
          all  rules,  regulations,  and  orders  imposed  by  federal  or state
          governmental authorities.


                                       14
<PAGE>

          (b) From and after the date of this Agreement  until the Closing Date,
     IMPERIAL will not allow DACO-CANADA to:

               (i)  make  any  changes  in  its  articles  or   certificate   of
          incorporation or bylaws;

               (ii)  take  any  action  described  in  Section  1.07  except  as
          permitted therein or as disclosed in the DACO-CANADA schedules);

               (iii)  enter  into or amend  any  contract,  agreement,  or other
          instrument of any of the types described in the DACO-CANADA schedules,
          except  that it may enter into or amend any  contract,  agreement,  or
          other instrument in the ordinary course of business involving the sale
          of goods or services; or

               (iv) sell any  assets or  discontinue  any  operations,  sell any
          shares of capital stock (other than the sale of  securities  involving
          DACO-USA)  or  conduct  any  similar  transactions  other  than in the
          ordinary  course of  business  (other than  transactions  contemplated
          herein or in the DACO-CANADA Schedules).

     Section 4.06 Indemnification.

          (a)  IMPERIAL  hereby  agrees to  indemnify  DACO-USA  and each of the
     officers,  agents and  directors of DACO-USA as of the date of execution of
     this  Agreement  against any loss,  liability,  claim,  damage,  or expense
     (including,  but not limited to, any and all expense whatsoever  reasonably
     incurred in investigating,  preparing, or defending against any litigation,
     commenced or threatened, or any claim whatsoever),  to which it or they may
     become  subject  arising  out of or based on any  substantial  or  material
     inaccuracy appearing in or misrepresentations  made under Article I of this
     Agreement. The indemnification provided for in this paragraph shall survive
     the Closing and  consummation of the transactions  contemplated  hereby and
     termination of this Agreement.

          (b)  DACO-USA  hereby  agrees to  indemnify  IMPERIAL  and each of its
     officers,  agents,  and  directors  as of the  date  of  execution  of this
     Agreement  against  any  loss,   liability,   claim,   damage,  or  expense
     (including,  but not limited to, any and all expense whatsoever  reasonably
     incurred in investigating,  preparing, or defending against any litigation,
     commenced or threatened, or any claim whatsoever),  to which it or they may
     become subject  arising out of or based on any  inaccuracy  appearing in or
     misrepresentation   made   under   Article  II  of  this   Agreement.   The
     indemnification  provided for in this  paragraph  shall survive the Closing
     and consummation of the transactions contemplated hereby and termination of
     this Agreement.

          (c) No  indemnity  obligation  shall arise under this  Section 4.06 in
     relation to any matters to which  disclosure  was made, if such  disclosure
     gave the other party  sufficient  information and warning to investigate in
     greater detail, the matter so disclosed.


                                       15
<PAGE>

     4.07 Attorney  Disclosures.  Hank Vanderkam,  has previously acted as legal
counsel for DACO-CANADA  and the Related  Parties.  IMPERIAL  represents that it
approached and encouraged Mr. Vanderkam to purchase DACO-CANADA,  and authorized
Mr.  Vanderkam  to use  confidential  information  provided by Imperial  and the
Related Parties to evaluate the purchase. Vanderkam has advised Imperial and the
Related  Parties that he does not and cannot  represent them with respect to the
purchase of DACO-CANADA,  and strongly  advised Imperial and the Related Parties
to seek the advice of  independent  counsel prior to executing  this  Agreement.
IMPERIAL waives any claim of breach of confidentiality or fiduciary duty against
Vanderkam  relating  to  his  purchase  of  DACO-CANADA.  IMPERIAL  agrees  that
Vanderkam may continue to act as legal counsel for the Related Parties regarding
matters not related to the DACO-CANADA  purchase, if they so desire from time to
time, and waives any conflict of interest arising therefrom.

     4.08 Stock Legend. It is hereby  acknowledged and agreed that the Purchased
Shares shall be "restricted stock" as that term is defined under Rule 144 of the
Securities Act of 1993. DACO-USA represents and agrees that the Purchased Shares
are being acquired for investment  purposes without intent to resell such shares
and that the  subsequent  sale or  transfer  of such  shares may only be made in
accordance with registration or a valid exemption from registration  pursuant to
U.S.  securities laws, to the extent such laws govern any such sale or transfer.
Further,  it is  understood  and agreed  that all  certificates  evidencing  the
Purchased  Shares  shall  bear the  following  legend  and shall be  subject  to
stop-transfer orders with the respective transfer agents for such shares:

     THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
     UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED.  THE  SECURITIES  HAVE BEEN
     ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE
     ABSENCE OF EITHER AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR THESE  SHARES
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT
     REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

                                    ARTICLE V

                 CONDITIONS PRECEDENT TO OBLIGATIONS OF DACO-USA

     The  obligations  of  DACO-USA  under  this  Agreement  are  subject to the
satisfaction, at or before the Closing Date, of the following conditions:

     Section 5.01 Accuracy of Representations and Performance of Covenants.  The
representations and warranties made by IMPERIAL in this Agreement were true when
made and shall be true at the Closing  Date with the same force and effect as if
such  representations  and  warranties  were made at and as of the Closing  Date
(except for changes therein permitted by this Agreement). Additionally, IMPERIAL
shall have performed and complied with all covenants and conditions  required by
this Agreement to be performed or complied with by IMPERIAL. DACO-USA shall have
been furnished with certificates,  signed by duly authorized  executive officers
of DACO-CANADA and IMPERIAL and dated the Closing Date, to the foregoing effect.

     Section 5.02 Officer's Certificate. DACO-USA shall have been furnished with
a certificate dated the Closing Date and signed by a duly authorized  officer of
IMPERIAL  and  DACO-CANADA  to  the  effect  that  no  litigation,   proceeding,
investigation,  or inquiry is pending,  or to the best  knowledge of DACO-CANADA
threatened,   which  might  result  in  an  action  to  enjoin  or  prevent  the
consummation of the  transactions  contemplated  by this  Agreement,  or, to the
extent not disclosed in the DACO-CANADA  Schedules,  by or against  DACO-CANADA,
which  might  result  in any  material  adverse  change  in  any of the  assets,
properties, business, or operations of DACO-CANADA.

                                       16
<PAGE>

     Section 5.03 No Material  Adverse Change.  Prior to the Closing Date, there
shall not have  occurred any change in the  financial  condition,  business,  or
operations  of  DACO-CANADA  nor shall any event have occurred  which,  with the
lapse of time or the giving of  notice,  is  determined  to be  unacceptable  in
accordance with Section 1.21.

     Section 5.04 Good  Standing.  DACO-USA shall have received a certificate of
good standing from the appropriate  governmental  authority,  dated as of a date
within ten days prior to the Closing Date certifying that DACO-CANADA is in good
standing as a corporation in its state of incorporation.

     Section  5.05  No  Governmental  Prohibition.   No  order,  statute,  rule,
regulation,  executive order, injunction,  stay, decree, judgment or restraining
order shall have been enacted, entered,  promulgated or enforced by any court or
governmental  or regulatory  authority or  instrumentality  which  prohibits the
consummation of the transactions contemplated hereby.

     Section 5.06  Consents.  All  consents,  approvals,  waivers or  amendments
pursuant to all contracts,  licenses,  permits, trademarks and other intangibles
in connection with the transactions  contemplated  herein,  or for the continued
operation  of  DACO-CANADA  after the  Closing  Date on the  basis as  presently
operated shall have been obtained.

     Section 5.07 Tax matters.  IMPERIAL and Related  Parties  shall furnish all
clearance  certificates  and/or give  appropriate  warranties  and  indemnities,
including  costs,  interest and penalties to DACO-USA related to all tax related
matters for which DACO-USA could be liable as a result of the purchases made the
basis of this Agreement.

     Section 5.08  Release of Security  Interest.  IMPERIAL and Related  Parties
shall furnish documents  evidencing the Bank of Boston's release of its security
interest and/or lien in the  Intercompany  Claim and Purchased  Shares,  and all
other  collateral  related  to the  Intercompany  Claim  and  Purchased  Shares,
including without limitation, (i) all dividends (cash or otherwise), (ii) voting
rights and rights to receive  securities,  and (iii)  proceeds of any and all of
the Purchased Shares and/or  Intercompany  Claim. Such documents shall be in the
form of a general release,  UCC-3 and Canadian  equivalent,  and instructions to
the escrow/collateral agent, and as DACO-USA may reasonably request.

     Section  5.09 Other  Items.  DACO-USA  shall  have  received  such  further
opinions,  documents,  certificates or instruments  relating to the transactions
contemplated hereby as DACO-USA may reasonably request.

                                       17
<PAGE>

                                   ARTICLE VI

             CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SHAREHOLDER

     The  obligations  of  IMPERIAL  under  this  Agreement  are  subject to the
satisfaction, at or before the Closing Date, of the following conditions:

     Section 6.01 Accuracy of Representations and Performance of Covenants.  The
representations and warranties made by DACO-USA in this Agreement were true when
made and  shall be true as of the  Closing  Date  (except  for  changes  therein
permitted  by  this  Agreement)  with  the  same  force  and  effect  as if such
representations  and  warranties  were  made  at  and as of  the  Closing  Date.
Additionally,  DACO-USA shall have performed and complied with all covenants and
conditions  required by this  Agreement  to be  performed  or  complied  with by
DACO-USA  prior to or at the Closing.  IMPERIAL  shall have been  furnished with
certificates, signed by duly authorized executive officers of DACO-USA and dated
the Closing Date, to the foregoing effect.

     Section 6.02 Officer's Certificate. IMPERIAL shall have been furnished with
certificates  dated the  Closing  Date and signed by duly  authorized  executive
officers  of   DACO-USA,   to  the  effect  that  no   litigation,   proceeding,
investigation  or inquiry  is  pending,  or to the best  knowledge  of  DACO-USA
threatened,   which  might  result  in  an  action  to  enjoin  or  prevent  the
consummation  of the  transactions  contemplated  by this  Agreement  or, to the
extent not disclosed in the DACO-USA  Schedules,  by or against DACO-USA,  which
might result in any material adverse change in any of the assets,  properties or
operations of DACO-USA.

     Section 6.03 Other Items.  IMPERIAL shall have received  further  opinions,
documents,   certificates,   or   instruments   relating  to  the   transactions
contemplated hereby as it may reasonably request.

                                   ARTICLE VII

                                  MISCELLANEOUS

     Section  7.01  Brokers.  DACO-USA  and  IMPERIAL  agree  that there were no
finders or  brokers  involved  in  bringing  the  parties  together  or who were
instrumental  in the  negotiation,  execution or consummation of this Agreement.
DACO-USA and  IMPERIAL  agree to  indemnify  the other  against any claim by any
third  person for any  commission,  brokerage,  or finder's fee arising from the
transactions contemplated hereby based on any alleged agreement or understanding
between the indemnifying party and such third person, whether express or implied
from the actions of the indemnifying party.

     Section 7.02 Governing Law. This Agreement shall be governed by,  enforced,
and  construed  under and in  accordance  with the laws of the United  States of
America  and,  with  respect to the  matters of state law,  with the laws of the
State of  Texas,  without  giving  effect  to  principles  of  conflicts  of law
thereunder, and venue shall be proper in Harris County, Texas.

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     Section  7.03  Notices.  Any  notice or other  communications  required  or
permitted  hereunder  shall be in  writing  and shall be  sufficiently  given if
personally delivered to it or sent by telecopy,  overnight courier or registered
mail or certified mail, postage prepaid, addressed as follows:

         If to DACO-USA, to:        DACO-USA
                                    440 Louisiana, Suite 475
                                    Houston, Texas  77002
                                    Attn:  Hank Vanderkam

         If to IMPERIAL:            Imperial World, Inc. and IWI Holding Limited
                                    Oakmont Centre
                                    1010 Executive Court, Suite 300
                                    Westmont, Illinois 60559
                                    Attn: Joseph Lau

or such other  addresses  as shall be  furnished  in writing by any party in the
manner for giving notices hereunder,  and any such notice or communication shall
be deemed to have been given (i) upon receipt, if personally delivered,  (ii) on
the day after dispatch,  if sent by overnight courier,  (iii) upon dispatch,  if
transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3)
days after mailing, if sent by registered or certified mail.

     Section 7.04 Attorney's Fees. In the event that either party institutes any
action or suit to enforce this  Agreement  or to secure  relief from any default
hereunder or breach  hereof,  the  prevailing  party shall be  reimbursed by the
losing party for all costs,  including  reasonable  attorney's fees, incurred in
connection  therewith  and in enforcing or  collecting  any  judgement  rendered
therein.

     Section 7.05 Confidentiality. Each party hereto agrees with the other that,
unless  and until the  transactions  contemplated  by this  Agreement  have been
consummated,  it and its representatives will hold in strict confidence all data
and information obtained with respect to another party or any subsidiary thereof
from any  representative,  officer,  director or employee,  or from any books or
records or from personal inspection, of such other party, and shall not use such
data or  information  or disclose  the same to others,  except (i) to the extent
such data or information is published,  is a matter of public  knowledge,  or is
required  by law to be  published;  or  (ii) to the  extent  that  such  data or
information  must be used or disclosed in order to consummate  the  transactions
contemplated  by  this  Agreement.  In the  event  of the  termination  of  this
Agreement,  each party shall return to the other party all  documents  and other
materials obtained by it or on its behalf and shall destroy all copies, digests,
work papers,  abstracts or other materials relating thereto, and each party will
continue to comply with the confidentiality provisions set forth herein.

     Section  7.06  Schedules;  Knowledge.  Each party is  presumed to have full
knowledge of all information set forth in the other party's schedules  delivered
pursuant to this Agreement.

     Section 7.07 Expenses.  Except as otherwise specified herein and regardless
of whether or not the  purchase  and sale is  consummated,  each of DACO-USA and
IMPERIAL will bear their own respective  expenses,  including legal,  accounting
and professional fees,  incurred in connection with the purchase and sale or any
of the other transactions  contemplated  hereby.

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     Section  7.08  Entire  Agreement.  This  Agreement  represents  the  entire
agreement  between  the  parties  relating  to the  subject  matter  thereof and
supersedes all prior agreements,  understandings  and  negotiations,  written or
oral, with respect to such subject matter.

     Section 7.09 Survival;  Termination.  The representations,  warranties, and
covenants  of the  respective  parties  shall  survive the Closing  Date and the
consummation of the transactions herein contemplated for a period of two years.

     Section  7.10  Counterparts.  This  Agreement  may be  executed in multiple
counterparts,  each of which shall be deemed an original  and all of which taken
together shall be but a single instrument.

     Section 7.11 Amendment or Waiver.  Every right and remedy  provided  herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law, or in equity, and may be enforced concurrently  herewith,  and no waiver
by any  party  of the  performance  of any  obligation  by the  other  shall  be
construed as a waiver of the same or any other  default  then,  theretofore,  or
thereafter  occurring or existing.  At any time prior to the Closing Date,  this
Agreement may by amended by a writing signed by all parties hereto, with respect
to any of the  terms  contained  herein,  and  any  term  or  condition  of this
Agreement may be waived or the time for performance may be extended by a writing
signed by the party or parties for whose benefit the provision is intended.

     Section 7.12 Legal  Representation.  Each party hereto,  including LIMITED,
and the  SHAREHOLDER  of  DACO-CANADA  who are signing  this  Agreement,  hereby
acknowledges  that he or it has been  provided an  opportunity  to consult  with
independent  legal  counsel of his or its choice to seek counsel with respect to
the transactions  contemplated  herein and that each such party has secured such
advice as he or it deems necessary to understand the terms of this Agreement.

     Section  7.13 Best  Efforts.  Subject  to the terms and  conditions  herein
provided,  each party  shall use its best  efforts  to  perform  or fulfill  all
conditions  and  obligations  to be  performed  or  fulfilled  by it under  this
Agreement so that the transactions  contemplated  hereby shall be consummated as
soon as  practicable.  Each party also agrees that it shall use its best efforts
to take, or cause to be taken,  all actions and to do, or cause to be done,  all
things  necessary,  proper or advisable under applicable laws and regulations to
consummate and make effective this Agreement and the  transactions  contemplated
herein.


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     IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly authorized, as of the
date first-above written.

ATTEST:                                     DACO (USA), INC.


Secretary or                                By:
Assistant Secretary                         Title:

ATTEST:                                     SHAREHOLDER

                                            Imperial World, Inc.
Secretary or
Assistant Secretary
                                            By:
                                            Title:

ATTEST:                                     LIMITED

                                            IWI Holding Limited
Secretary or
Assistant Secretary
                                             By:
                                             Title: