[EXHIBIT 10.1]














                    ASSET PURCHASE AGREEMENT

                          by and among

              AMERICAN APPAREL & ACCESSORIES, INC.

                               and

                          HODGMAN, INC.




                    DATED AS OF APRIL 1, 2004


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                        TABLE OF CONTENTS

1. DEFINITIONS AND USAGE
     1.1 Definitions
     1.2 Usage

2. SALE AND TRANSFER OF ASSETS; CLOSING
     2.1 Assets to Be Sold
     2.2 Excluded Assets
     2.3 Consideration and Adjustments
     2.4  Closing Balance Sheet
     2.5  Liabilities
     2.6  Allocation
     2.7 Closing
     2.8  Closing Obligations
     2.9   Consents
     2.10 Facilities Lease

3. REPRESENTATIONS AND WARRANTIES OF SELLER
     3.1 Organization and Good Standing
     3.2 Authority; No Conflict
     3.3 Financial Statements
     3.4 Description of Leased Real Property
     3.5  Title to Assets; Encumbrances
     3.6  Condition of Assets
     3.7  Accounts Receivable
     3.8  Inventories
     3.9  No Undisclosed Liabilities
     3.10 No Material Adverse Change
     3.11 Employee Benefits
     3.12 Legal Proceedings; Orders
     3.13 Absence of Certain Changes and Events
     3.14 Contracts; No Defaults
     3.15 Insurance
     3.16 Environmental Matters
     3.17 Employees
     3.18 Labor Disputes; Compliance
     3.19 Intellectual Property Assets
     3.20 Brokers or Finders
     3.21 Solvency

4. REPRESENTATIONS AND WARRANTIES OF BUYER
     4.1 Organization and Good Standing
     4.2 Authority; No Conflict
     4.3 Certain Proceedings
     4.4 Brokers or Finders
     4.5 Payment of Assumed Liabilities



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     4.6 Litigation
     4.7 Approvals
     4.8 Disclosure
     4.9 Buyer's Knowledge; Resources of Purchaser
     4.10 Maintenance of Insurance
     4.11 Solvency

5.COVENANTS OF SELLER PRIOR TO CLOSING
     5.1 Access and Investigation
     5.2 Operation of the Business of Seller
     5.3 Negative Covenant
     5.4 Required Approvals
     5.5 Notification
     5.6 Reasonable Commercial Efforts
     5.7 Change of Name
     5.8 Payment of Liabilities

6. COVENANTS OF BUYER PRIOR TO CLOSING
     6.1 Required Approvals
     6.2 Best Efforts

7.CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE
     7.1 Accuracy of Representations
     7.2 Seller's Performance
     7.3 Consents
     7.4 Additional Documents
     7.5 No Proceedings
     7.6 No Conflict
     7.7 Governmental Authorizations
     7.8 Employees

8. CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE
     8.1 Accuracy of Representations
     8.2 Buyer's Performance
     8.3 Consents
     8.4 Additional Documents
     8.5 No Injunction
     8.6 Employees

9. TERMINATION
     9.1 Termination Events
     9.2 Effect of Termination


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10. ADDITIONAL COVENANTS
     10.1 Employees and Employee Benefits
     10.2 Noncompetition, Nonsolicitation and Nondisparagement
     10.3 Further Assurances
     10.4 Inspection of Records

11. INDEMNIFICATION; REMEDIES
     11.1 Survival
     11.2 Indemnification and Reimbursement by Seller
     11.3 Indemnification and Reimbursement by Buyer
     11.4 Third-Party Claims
     11.5 Other Claims
     11.6 Limitations on Amount
     11.7 Limitation on Time

12. GENERAL PROVISIONS
     12.1 Expenses
     12.2 Public Announcements
     12.3 Notices
     12.4 Waiver; Remedies Cumulative
     12.5 Entire Agreement and Modification
     12.6 Assignments, Successors and No Third-Party Rights
     12.7 Severability
     12.8 Construction
     12.9 Time of Essence
     12.10 Governing Law; Forum
     12.11 Execution of Agreement














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                    ASSET PURCHASE AGREEMENT

      This Asset Purchase Agreement ("Agreement") is dated as  of
April 1, 2004, by and among American Apparel & Accessories, Inc.,
an  Arkansas  corporation ("Buyer"); Hodgman,  Inc.,  a  Illinois
corporation ("Seller"); Ronald W. Foster, a resident of  Illinois
("Foster");  Ronald W. Foster as Trustee of Ronald  W.  Foster  3
Year  Grantor Retained Annuity Trust, Ronald W. Foster as Trustee
of Ronald W. Foster 4 Year Grantor Retained Annuity Trust, Ronald
W.  Foster as Trustee of Ronald W. Foster 5 Year Grantor Retained
Annuity Trust, Ronald W. Foster as Trustee of Ronald W. Foster  8
Year  Grantor Retained Annuity Trust, Sharlene  Foster as Trustee
of  Sharlene  Foster 5 Year Grantor Retained Annuity  Trust,  and
Sharlene   Foster as Trustee of Sharlene Foster  8  Year  Grantor
Retained  Annuity  Trust  (collectively  referred  to  herein  as
"Shareholders").

Shareholders own 100% (10,000 shares) of the common stock, no par
value, of Seller, which constitute One Hundred percent (100%)  of
the  issued  and outstanding shares of capital stock  of  Seller.
Seller desires to sell, and Buyer desires to purchase, the Assets
of  Seller  for the consideration and on the terms set  forth  in
this Agreement.

The parties, intending to be legally bound, agree as follows:

1. DEFINITIONS AND USAGE

1.1 DEFINITIONS

For   purposes  of  this  Agreement,  the  following  terms   and
variations thereof have the meanings specified or referred to  in
this Section 1.1:

"Accounts  Receivable"--(a)  all trade  accounts  receivable  and
other  rights  to payment from customers of Seller and  the  full
benefit  of all security for such accounts or rights to  payment,
including  all  trade  accounts receivable  representing  amounts
receivable  in  respect  of goods shipped  or  products  sold  or
services  rendered to customers of Seller, (b) all other accounts
or  notes  receivable  of  Seller and the  full  benefit  of  all
security for such accounts or notes and (c) any claim, remedy  or
other right related to any of the foregoing.

"Assets"--as defined in Section 2.1.

"Assignment  and  Assumption Agreement"--as  defined  in  Section
2.8(a)(ii).

"Assumed Liabilities"--as defined in Section 2.5(a).

"Assumed Liabilities Escrow"-- as defined in Section 2.5(a).

"Balance Sheet"--as defined in Section 2.4.

"Best  Efforts"-- the efforts that a prudent Person  desirous  of
achieving a result would use in similar circumstances to  achieve
that result as expeditiously as possible, provided, however, that


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a  Person required to use Best Efforts under this Agreement  will
not  be  thereby  required to take actions that would  result  in
material  adverse change in the benefits to such Person  of  this
Agreement and the Contemplated Transactions or to dispose  of  or
make  any  change to its business, expend and material  funds  or
incur and other material burden.

"Bill of Sale"--as defined in Section 2.8(a)(i).

"Breach"--any breach of, or any inaccuracy in, any representation
or  warranty  or any breach of, or failure to perform  or  comply
with, any covenant or obligation, in or of this Agreement or  any
other  Contract, or any event which with the passing of  time  or
the  giving of notice, or both, would constitute such  a  breach,
inaccuracy or failure.

"Bulk Sales Laws"--as defined in Section 5.8.

"Business Day"--any day other than (a) Saturday or Sunday or  (b)
any  day  other  than  on  which banks in Chicago,  Illinois  are
permitted or required to be closed.

"Buyer"--as defined in the first paragraph of this Agreement.

"Closing"--as defined in Section 2.7.

"Closing Date"-- July 30, 2004.

"Code"--the Internal Revenue Code of 1986.

"Commercially Reasonable Efforts"--will not be deemed to  require
a  Person  to  undertake extraordinary or unreasonable  measures,
including  the payment of amounts in excess of normal  and  usual
filing  fees and processing fees, if any, or other payments  with
respect  to  any Contract that are significant in the context  of
such  Contract (or significant on an aggregate basis  as  to  all
Contracts).

"Confidential Information"--as defined in Section 10.2.

"Consent"--any approval, consent, ratification, waiver  or  other
authorization.

"Contemplated Transactions"--all of the transactions contemplated
by this Agreement.

"Contract"--any    agreement,   contract,    Lease,    consensual
obligation, promise or undertaking (whether written or oral).

"Contract Net Assets" -- means the amount of the purchased Assets
less  the  Assumed Liabilities calculated as of August  31,  2003
which totaled $11,461,291 (See Schedule A attached hereto).

"Copyrights"--as defined in Section 3. 19(a)(iii).

"Damages"--as defined in Section 11.2.


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"Effective Time"--The time at which the Closing is consummated.

"Employee Plans"--as defined in Section 3.11.

"Employment Agreement"--as defined in Section 2.8(a)(vi).

"Encumbrance"--any  charge,  claim, community  or  other  marital
property  interest, condition, equitable interest, lien,  option,
pledge, security interest, mortgage, right of first option, right
of   first   refusal  or  similar  restriction,   including   any
restriction  on use, transfer, receipt of income or  exercise  of
any other attribute of ownership.

"Environment"--soil, land surface or subsurface  strata,  surface
waters   (including   navigable   waters   and   ocean   waters),
groundwaters,  drinking water supply, stream  sediments,  ambient
air  (including indoor air), plant and animal life and any  other
environmental medium or natural resource.

"Environmental,   Health   and  Safety  Liabilities"--any   cost,
damages,  expense, liability, obligation or other  responsibility
arising  from  or  under any Environmental  Law  or  Occupational
Safety and Health Law.

"Environmental  Law"--any  Legal  Requirement  that  requires  or
relates to:

(a)  advising appropriate authorities, employees or the public of
intended or actual Releases of pollutants or hazardous substances
or   materials,   violations  of  discharge   limits   or   other
prohibitions and the commencement of activities, such as resource
extraction or construction, that could have significant impact on
the Environment;
(b)   preventing or reducing to acceptable levels the Release  of
pollutants  or  hazardous  substances  or  materials   into   the
Environment;
(c)    reducing  the  quantities,  preventing  the   Release   or
minimizing  the  hazardous characteristics  of  wastes  that  are
generated;
(d)   assuring  that products are designed, formulated,  packaged
and  used so that they do not present unreasonable risks to human
health or the Environment when used or disposed of;
(e)  protecting resources, species or ecological amenities;
(f)   reducing  to  acceptable levels the risks inherent  in  the
transportation of hazardous substances, pollutants, oil or  other
potentially harmful substances;
(g)   cleaning up pollutants that have been Released,  preventing
the  Threat  of Release or paying the costs of such clean  up  or
prevention; or
(h)  making responsible parties pay private parties, or groups of
them,  for  damages  done to their health or the  Environment  or
permitting self-appointed representatives of the public  interest
to recover for injuries done to public assets.

"ERISA"--the Employee Retirement Income Security Act of 1974.

"Exchange Act"--the Securities Exchange Act of 1934.


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"Excluded Assets"--as defined in Section 2.2.

"Excluded Liabilities"--shall mean every Liability of Seller
other than the Assumed Liabilities.

"Facilities"--any real property, leasehold or other  interest  in
real  property  currently owned or operated by Seller,  including
the  Tangible Personal Property used or operated by Seller at the
respective  locations of the Real Property specified  in  Section
3.4.   Notwithstanding  the  foregoing,  for  purposes   of   the
definitions  of  "Hazardous Activity" and "Remedial  Action"  and
Sections  3.16  and  11.2,  "Facilities"  shall  mean  any   real
property,  leasehold or other interest in real property currently
or  formerly owned or operated by Seller, including the  Tangible
Personal  Property used or operated by Seller at  the  respective
locations of the Real Property specified in Section 3.4.

"Final  Closing  Balance Sheet" -- shall  be  the  balance  sheet
calculated by Seller in accordance with Section 2.4.

"Final  Net  Assets" -- purchased Assets less Assumed Liabilities
as shown on the "Final Net Asset Statement."

"Final Net Asset Statement"-a statement prepared in substantially
the  same  form as the Contract Net Asset Statement, but prepared
by  Seller  using  the Seller's Final Closing Balance  Sheet  and
delivered to Buyer within sixty (60) days of the Closing.

"Final Purchase Price Adjustment" -- as defined in Section 2.4.

"GAAP"--generally  accepted accounting principles  for  financial
reporting  in  the  United States, applied on a basis  consistent
with the basis on which the Balance Sheet and the other financial
statements referred to in Section 3.3 were prepared.

"Governing Documents"--with respect to any particular entity, (a)
if  a  corporation, the articles or certificate of  incorporation
and  the bylaws; (b) if another type of Person, any other charter
or  similar  document  adopted or filed in  connection  with  the
creation, formation or organization of the Person; (c) all equity
holders'  agreements, voting agreements, voting trust agreements,
joint venture agreements, registration rights agreements or other
agreements  or documents relating to the organization, management
or  operation of any Person or relating to the rights, duties and
obligations  of  the equity holders of any Person;  and  (d)  any
amendment or supplement to any of the foregoing.

"Governmental Authorization"--any Consent, license,  registration
or  permit issued, granted, given or otherwise made available  by
or  under  the authority of any Governmental Body or pursuant  to
any Legal Requirement.

"Governmental Body"--any:

(a)    nation,  state,  county,  city,  town,  borough,  village,
district or other jurisdiction;
(b)    federal,  state,  local,  municipal,  foreign   or   other
government;


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(c)   governmental or quasi-governmental authority of any  nature
(including  any  agency, branch, department,  board,  commission,
court, tribunal or other entity exercising governmental or quasi-
governmental powers);
(d)  multinational organization or body;
(e)   body exercising, or entitled or purporting to exercise, any
administrative,   executive,   judicial,   legislative,   police,
regulatory or taxing authority or power; or
(f)  official of any of the foregoing.

"Hazardous  Activity"--the  distribution,  generation,  handling,
importing,  management,  manufacturing,  processing,  production,
refinement, Release, storage, transfer, transportation, treatment
or  use (including any withdrawal or other use of groundwater) of
Hazardous  Material  in, on, under, about  or  from  any  of  the
Facilities or any part thereof into the Environment and any other
act,  business, operation or thing that increases the danger,  or
risk of danger, or poses an unreasonable risk of harm, to persons
or property on or off the Facilities.

"Hazardous Material"--any substance, material or waste  which  is
or  will  foreseeably  be  regulated by  any  Governmental  Body,
including any material, substance or waste which is defined as  a
"hazardous  waste," "hazardous material," "hazardous  substance,"
"extremely   hazardous  waste,"  "restricted  hazardous   waste,"
"contaminant,"  "toxic  waste" or  "toxic  substance"  under  any
provision   of   Environmental  Law,  and  including   petroleum,
petroleum   products,   asbestos,  presumed   asbestos-containing
material  or asbestos-containing material, urea formaldehyde  and
polychlorinated biphenyls.

"Improvements"--all   buildings,   structures,    fixtures    and
improvements  located  on  the Land or included  in  the  Assets,
including those under construction.

"Indemnified Person"--as defined in Section 11.4(a)

"Indemnifying Person"--as defined in Section 11.4(a).

"Intellectual Property Assets"--as defined in Section 3.19(a).

  "Inventories"--all  inventories of  Seller,  wherever  located,
including  all  finished goods, work in process,  raw  materials,
spare  parts and all other materials and supplies to be  used  or
consumed by Seller in the production of finished goods.

"IRS"--the  United States Internal Revenue Service  and,  to  the
extent relevant, the United States Department of the Treasury.

"Knowledge"--an individual will be deemed to have Knowledge of  a
particular fact or other matter if:
(a)  that individual is actually aware of that fact or matter; or
(b)   a  prudent  individual could be  expected  to  discover  or
otherwise  become aware of that fact or matter in the  course  of
conducting a reasonably comprehensive investigation regarding the
accuracy  of  any  representation or warranty contained  in  this
Agreement.


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A  Person  (other  than an individual) will  be  deemed  to  have
Knowledge  of a particular fact or other matter if any individual
who  is  serving, or who has at any time served, as  a  director,
officer, partner, executor or trustee of that Person (or  in  any
similar capacity) has, or at any time had, Knowledge of that fact
or other matter (as set forth in (a) and (b) above), and any such
individual (and any individual party to this Agreement)  will  be
deemed to have conducted a reasonably comprehensive investigation
regarding the accuracy of the representations and warranties made
herein by that Person or individual.

"Land"--all  parcels and tracts of land in which  Seller  has  an
ownership interest.

"Lease"--any  Real  Property  Lease  or  any  lease   or   rental
agreement,  license, right to use or installment and  conditional
sale  agreement to which Seller is a party and any  other  Seller
Contract  pertaining  to  the leasing  or  use  of  any  Tangible
Personal Property.

"Legal   Requirement"--any  federal,  state,  local,   municipal,
foreign, international, multinational or other constitution, law,
ordinance, principle of common law, code, regulation, statute  or
treaty.

"Liability"--with  respect  to  any  Person,  any  liability   or
obligation  of such Person of any kind, character or description,
whether  known  or  unknown, absolute or contingent,  accrued  or
unaccrued,  disputed or undisputed, liquidated  or  unliquidated,
secured  or  unsecured, joint or several, due or to  become  due,
vested  or  unvested,  executory,  determined,  determinable   or
otherwise, and whether or not the same is required to be  accrued
on the financial statements of such Person.

"Marks"--as defined in Section 3. 19(a)(i).

"Material Consents"--as defined in Section 7.3.

"Net  Proceeds  From  Sale"-the net  proceeds  that  Seller  will
receive  at Closing calculated consistently with Schedule 9.1(e).
As  of the date of this Agreement, the Net Proceeds From Sale are
estimated to be $5,437,152.

"Order"--any   order,  injunction,  judgment,   decree,   ruling,
assessment  or  arbitration award of  any  Governmental  Body  or
arbitrator.

"Ordinary  Course of Business"--an action taken by a Person  will
be  deemed to have been taken in the Ordinary Course of  Business
only if that action:
(a)   is consistent in nature, scope and magnitude with the  past
practices  of such Person and is taken in the ordinary course  of
the normal, day-to-day operations of such Person;
(b)  does not require authorization by the board of directors  or
shareholders of such Person (or by any Person or group of Persons
exercising  similar  authority) and does not  require  any  other
separate or special authorization of any nature; and
(c)   is  similar  in  nature, scope  and  magnitude  to  actions
customarily taken, without any separate or special authorization,
in  the  ordinary course of the normal, day-to-day operations  of
other  Persons  that  are in the same line of  business  as  such
Person.


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"Patents"--as defined in Section 3.19(a)(ii).

"Permitted Encumbrances"--as defined in Section 3.5.

"Person"--an   individual,  partnership,  corporation,   business
trust,  limited liability company, limited liability partnership,
joint  stock  company, trust, unincorporated  association,  joint
venture or other entity or a Governmental Body.

"Preliminary Net Purchased Assets"--purchased Assets less Assumed
Liabilities  as  shown on the "Preliminary  Net  Purchased  Asset
Statement."

"Preliminary Net Purchased Asset Statement"-a statement  prepared
in  substantially  the  same  form  as  the  Contract  Net  Asset
Statement,  but prepared by Seller using the Seller's  then  most
recent  interim financial statements and delivered  to  Buyer  at
least ten (10) days prior to the Closing.

"Proceeding"--any    action,   arbitration,    audit,    hearing,
investigation,  litigation  or  suit  (whether  civil,  criminal,
administrative,  judicial  or investigative,  whether  formal  or
informal,   whether   public  or  private)  commenced,   brought,
conducted  or  heard  by or before, or otherwise  involving,  any
Governmental Body or arbitrator.

"Promissory Note"--as defined in Section 2.3(b)(ii).

"Purchase Price"--as defined in Section 2.3(a).

"Real  Property"--the Land and Improvements and all Appurtenances
thereto and any Ground Lease Property.

"Real Property Lease"--any Ground Lease or Space Lease.

"Record"--information that is inscribed on a tangible  medium  or
that  is  stored  in  an  electronic  or  other  medium  and   is
retrievable in perceivable form.

"Related Person"--
With respect to a particular individual:
(a)  each other member of such individual's Family;
(b)   any Person that is directly or indirectly controlled by any
one or more members of such individual's Family;
(c)  any Person in which members of such individual's Family hold
(individually or in the aggregate) a Material Interest; and
(d)  any Person with respect to which one or more members of such
individual's  Family  serves  as a  director,  officer,  partner,
executor or trustee (or in a similar capacity).

With respect to a specified Person other than an individual:
(a)  any Person that directly or indirectly controls, is directly
or  indirectly  controlled by or is directly or indirectly  under
common control with such specified Person;


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(b)   any Person that holds a Material Interest in such specified
Person;
(c)   each  Person  that serves as a director, officer,  partner,
executor  or  trustee of such specified Person (or in  a  similar
capacity);
(d)   any  Person in which such specified Person holds a Material
Interest; and
(e)   any  Person  with  respect to which such  specified  Person
serves  as  a  general  partner or a trustee  (or  in  a  similar
capacity).

For   purposes  of  this  definition,  (a)  "control"  (including
"controlling," "controlled by," and "under common control  with")
means  the possession, direct or indirect, of the power to direct
or  cause  the  direction of the management  and  policies  of  a
Person,  whether through the ownership of voting  securities,  by
contract  or  otherwise, and shall be construed as such  term  is
used  in the rules promulgated under the Securities Act; (b)  the
"Family"  of an individual includes (i) the individual, (ii)  the
individual's  spouse,  (iii)  any other  natural  person  who  is
related  to the individual or the individual's spouse within  the
second degree and (iv) any other natural person who resides  with
such  individual;  and (c) "Material Interest"  means  direct  or
indirect beneficial ownership (as defined in Rule 13d-3 under the
Exchange  Act)  of  voting securities or other  voting  interests
representing at least ten percent (10%) of the outstanding voting
power  of a Person or equity securities or other equity interests
representing at least ten percent (10%) of the outstanding equity
securities or equity interests in a Person.

"Release"--any   release,  spill,  emission,  leaking,   pumping,
pouring,   dumping,   emptying,  injection,  deposit,   disposal,
discharge,  dispersal,  leaching or  migration  on  or  into  the
Environment or into or out of any property.

"Remedial    Action"--all   actions,   including   any    capital
expenditures, required or voluntarily undertaken (a) to clean up,
remove,  treat or in any other way address any Hazardous Material
or  other  substance;  (b) to prevent the Release  or  Threat  of
Release  or  to  minimize the further Release  of  any  Hazardous
Material or other substance so it does not migrate or endanger or
threaten to endanger public health or welfare or the Environment;
(c)  to perform pre-remedial studies and investigations or  post-
remedial monitoring and care; or  (d) to bring all Facilities and
the   operations   conducted   thereon   into   compliance   with
Environmental Laws and environmental Governmental Authorizations.

"Representative"--with  respect  to  a  particular  Person,   any
director, officer, manager, employee, agent, consultant, advisor,
accountant,   financial   advisor,   legal   counsel   or   other
representative of that Person.

"SEC"--the United States Securities and Exchange Commission.

"Securities Act"--as defined in Section 3.3.

"Seller"--as defined in the first paragraph of this Agreement.

"Seller Contract"--any Contract (a) under which Seller has or may
acquire any rights or benefits; (b) under which Seller has or may
become  subject to any obligation or liability; or (c)  by  which
Seller  or  any of the assets owned or used by Seller is  or  may
become bound.


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"Shareholders"--as  defined  in  the  first  paragraph  of   this
Agreement.

"Software"--all   computer  software  and   subsequent   versions
thereof,  including  source code, object,  executable  or  binary
code,   objects,  comments,  screens,  user  interfaces,   report
formats, templates, menus, buttons and icons and all files, data,
materials,   manuals,   design  notes   and   other   items   and
documentation related thereto or associated therewith.

"Space  Lease"--any lease or rental agreement pertaining  to  the
occupancy of any improved space on any Land.

"Subsidiary"--with  respect  to any  Person  (the  "Owner"),  any
corporation  or  other  Person  of  which  securities  or   other
interests  having  the  power  to  elect  a  majority   of   that
corporation's  or  other Person's board of directors  or  similar
governing  body,  or  otherwise having the power  to  direct  the
business and policies of that corporation or other Person  (other
than  securities or other interests having such power  only  upon
the  happening of a contingency that has not occurred), are  held
by the Owner or one or more of its Subsidiaries.

"Tangible  Personal Property"--all machinery,  equipment,  tools,
furniture,   office   equipment,  computer  hardware,   supplies,
materials, vehicles and other items of tangible personal property
(other than Inventories) of every kind owned by Seller.

"Tax"--any  income, gross receipts, license, payroll, employment,
excise,   severance,   stamp,  occupation,   premium,   property,
environmental, windfall profit, customs, vehicle, airplane, boat,
vessel  or other title or registration, capital stock, franchise,
employees'  income withholding, foreign or domestic  withholding,
social   security,  unemployment,  disability,   real   property,
personal   property,   sales,   use,   transfer,   value   added,
alternative, add-on minimum and other tax, fee, assessment, levy,
tariff,  charge or duty of any kind whatsoever and any  interest,
penalty,  addition or additional amount thereon imposed, assessed
or  collected by or under the authority of any Governmental  Body
or payable under any tax-sharing agreement or any other Contract.

"Tax  Return"--any  return  (including any  information  return),
report, statement, schedule, notice, form, declaration, claim for
refund  or  other document or information filed with or submitted
to,   or  required  to  be  filed  with  or  submitted  to,   any
Governmental   Body   in  connection  with   the   determination,
assessment,  collection or payment of any Tax  or  in  connection
with  the  administration, implementation or  enforcement  of  or
compliance with any Legal Requirement relating to any Tax.

"Third Party"--a Person that is not a party to this Agreement.

"Third-Party Claim"--any claim against any Indemnified Person  by
a Third Party, whether or not involving a Proceeding.

"Threat  of  Release"--a reasonable likelihood of a Release  that
may  require action in order to prevent or mitigate damage to the
Environment that may result from such Release.


                                                                 9

<PAGE>


1.2.  USAGE

      (a)   Interpretation.  In this Agreement,  unless  a  clear
contrary intention appears:

          (i)  the singular number includes the plural number and
          vice versa; and
          (ii)  reference  to  any  gender  includes  each  other
          gender;
          (iii)      disclosures  made on one Schedule  shall  be
          deemed made on all Schedules.

     (b)   Accounting Terms and Determinations.  Unless otherwise
     specified herein, all accounting terms used herein shall  be
     interpreted  and  all  accounting  determinations  hereunder
     shall  be  made  in  accordance with  GAAP  as  consistently
     applied by Seller and determined by Seller.

     (c)   Legal  Representation of the Parties.  This  Agreement
     was  negotiated  by the parties with the  benefit  of  legal
     representation,   and   any   rule   of   construction    or
     interpretation  otherwise requiring  this  Agreement  to  be
     construed  or interpreted against any party shall not  apply
     to any construction or interpretation hereof.

2. SALE AND TRANSFER OF ASSETS; CLOSING

2.1 ASSETS TO BE SOLD

Upon  the terms and subject to the conditions set forth  in  this
Agreement,  at  the Closing, but effective as  of  the  Effective
Time, Seller shall sell, convey, assign, transfer  and deliver to
Buyer, and Buyer shall purchase and acquire from Seller, free and
clear  of any Encumbrances other than Permitted Encumbrances  and
the  Assumed Liabilities Escrow, all of Seller's right, title and
interest  in and to all of Seller's property and assets, personal
or mixed, tangible and intangible, of every kind and description,
wherever located, including the following (but excluding the Real
Property and other Excluded Assets referred to in Section 2.2):

     (a)   all Tangible Personal Property, including those  items
     described in Schedule  2.1(a);

     (b)  all Inventories;

     (c)  all Accounts Receivable;

     (d)   all  Seller  Contracts,  including  those  listed   in
     Schedule 3.14(a);

     (e)    all   Governmental  Authorizations  and  all  pending
     applications therefore or renewals thereof, in each case  to
     the extent transferable to Buyer;

     (f)   all  data  and  Records related to the  operations  of
     Seller;

     (g)   all  of the intangible rights and property of  Seller,
     excluding  "Highway-Flyway"  Intellectual  Property   Assets
     which are owned by Ron Foster and Craig Foster individually,


                                                                 10

<PAGE>


     but  including all other Intellectual Property Assets, going
     concern  value,  goodwill, telephone,  telecopy  and  e-mail
     addresses  and listings and those items listed in  Schedules
     3.19(b), (c), (d), (e) and (g);

     (h)  all claims of Seller against third parties relating  to
     the  Assets,  whether choate or inchoate, known or  unknown,
     contingent  or  noncontingent,  including  all  such  claims
     listed in Schedule 2.1(h); and

     (i)   all  rights of Seller relating to deposits and prepaid
     expenses, claims for refunds and rights to offset in respect
     thereof that are not listed in Schedule 2.2(f) and that  are
     not excluded under Section 2.2(h).

      All  of the property and assets to be transferred to  Buyer
hereunder are herein referred to collectively as the "Assets."

2.2 EXCLUDED ASSETS

      Notwithstanding  anything  to  the  contrary  contained  in
Section 2.1 or elsewhere in this Agreement, the assets listed  on
Schedule A as excluded assets, including without limitation,  the
following assets of Seller (collectively, the "Excluded  Assets")
are not part of the sale and purchase contemplated hereunder, are
excluded  from the purchased Assets and shall remain the property
of Seller after the Closing:

     (a)  all cash, cash equivalents and short term investments;

     (b)  all Real Estate;

     (c)  all minute books, stock Records and corporate seals;

     (d)  the shares of capital stock of Seller held in treasury;

     (e)  all insurance policies and rights thereunder (except to
          the extent specified in Section 2.1(i));

     (f)  all of the Seller Contracts listed in Schedule 2.2(f);

     (g)  all personnel Records and other Records that Seller  is
     required by law to retain in its possession;

     (h)   all  claims for refund of Taxes and other governmental
     charges of whatever nature;

     (i)   all  rights  in  connection with  the  assets  of  the
     Employee Plans;

     (j)  all rights of Seller under this Agreement, the Bill  of
     Sale,   the   Assignment  and  Assumption   Agreement,   the
     Promissory Note and the Assumed Liabilities Escrow;


                                                                 11

<PAGE>


     (k)  the Northwestern Mutual Policies identified as #9672584
     and  #10897162 and listed on Schedule 2.2(k)  and  any  cash
     surrender value or other rights under such policies;

     (l)  the Excluded Fixed Assets listed on Schedule 2.2(l);

     (m)   all  employee receivables of Seller with the exception
     of promissory note from Scott Wilson;

     (n)  the rights under the Lease listed on Exhibit 2.2(n);

     (o)  the rights to market and sell Hodgman Products used  in
     the  construction  industry (including, without  limitation,
     the  "Randy  Boot"  and  other  products  marketed  for  the
     construction  industry, but specifically excluding  products
     used in the sporting goods industry) in accordance with  the
     Independent  Sales  Representative  Agreement  in  the  form
     attached hereto as Exhibit 2.2(o);

     (p)  (Intentionally left blank);

     (q)  the stock of FTW Holding Company, Inc.; and

     (r)  the  LIFO  reserve  and the rent deposits in excess  of
$25,000.00.

2.3 CONSIDERATION AND ADJUSTMENTS

           (a)   The  consideration for the Assets (the "Purchase
     Price")   will   be  (a)  Thirteen  Million  Seven   Hundred
     Ninety-Three   Thousand   Nine   Hundred   Fifteen   dollars
     ($13,793,915.00) as adjusted pursuant to Sections 2.3(d) and
     Section  2.4  below;  (b)  the  assumption  of  the  Assumed
     Liabilities;  and  (c)  the additional  consideration  under
     Section  2.3(c)  below.  The Buyer has paid  to  Seller  the
     amount  of  $75,000.00  to  cover Seller's  time,  expenses,
     professional  fees  and Section 5.9.  This  amount  will  be
     applied to the Purchase Price at Closing.  In the event  the
     Closing  does not take place on July 30, 2004, Seller  shall
     be entitled to retain said amount without further obligation
     to Buyer.

          (b)  In accordance with Section 2.8(b), at the Closing,
     the Purchase Price, shall be delivered by Buyer to Seller as
     follows:  (i)  Twelve  Million  Seven  Hundred  Ninety-Three
     Thousand   Nine  Hundred  Fifteen  dollars  ($12,793,915.00)
     increased  or  decreased  by  any  adjustments  pursuant  to
     Section  2.3(d)  by  wire transfer;  and  (ii)  One  Million
     dollars  ($1,000,000.00) payable by Buyer's  new  subsidiary
     ("NEWCO")  in the form of the Promissory Note  in  the  form
     shown  on  Exhibit 2.3(b).  The Promissory Note  shall  bear
     interest  at  the  prime rate published in the  Wall  Street
     Journal  on  the Closing Date plus one percent  and  payable
     monthly  over  a period of four years.  The Promissory  Note
     shall, at all times, be secured by an irrevocable letter  of
     credit issued by a bank approved by the Seller with language
     acceptable  to  Seller and Seller's counsel, which  will  be
     attached  hereto and made a part this Agreement.  Buyer  may
     prepay the Promissory Note without penalty.


                                                                 12

<PAGE>

            (c)    Additional   Consideration.    As   additional
     consideration,  Buyer  shall pay to Seller  at  Closing  the
     amount of $150,000 additional cash consideration in the form
     of capital gain.

           (d)   Adjustments to Purchase Price.   Ten  (10)  days
     prior  to  Closing, the Seller shall submit to the  Buyer  a
     calculation   of   the  Preliminary  Net  Purchased   Assets
     determined  using  the  Seller's Preliminary  Net  Purchased
     Asset Statement.

           (i)   If  the  Preliminary Net  Purchased  Assets  are
     greater  than the Contract Net Assets ($11,461,291.00),  the
     Purchase  Price  and  the amount of  the  wire  transfer  at
     Closing under this Agreement shall be increased on a dollar-
     for-dollar basis by the amount by which the Preliminary  Net
     Purchased  Assets are greater than the Contract  Net  Assets
     ($11,461,791.00).

           (ii)  If the Preliminary Net Purchased Assets are less
     than  the Contract Net Assets ($11,461,291.00), the Purchase
     Price  and the amount of the wire transfer at Closing  under
     this  Agreement  shall be decreased on  a  dollar-for-dollar
     basis  by  the amount by which the Contract Net  Assets  are
     greater   than   the   Preliminary  Net   Purchased   Assets
     ($11,461,291.00).

2.4  CLOSING BALANCE SHEET

     Within sixty (60) days after the Closing Date, Seller  shall
provide Buyer with a balance sheet of Seller effective as of  the
Closing  Date, which shall be prepared using inventory  defective
reserve   valuation  methodologies  and  the   actual   inventory
obsolescence  reserves agreed to during the Due Diligence  Period
(the  "Final  Closing Balance Sheet").  Using the  Final  Closing
Balance  Sheet,  Seller  shall  calculate  the  Final  Net  Asset
Statement.  If and to the extent the Final Net Assets  (as  shown
on the Final Net Asset Statement) differ from the Preliminary Net
Purchased  Assets, then the Purchase Price shall be increased  or
decreased  accordingly on a dollar-for-dollar basis  (the  "Final
Purchase   Price   Adjustment").   All  post  close   adjustments
attributed to the Final Purchase Price Adjustment are to be  paid
within  thirty (30) days after the preparation of the  Final  Net
Asset  Statement and shall include interest at the interest  rate
prescribed on the Seller note in Section 2.3(b) above.  The  cost
of  preparing  the Final Closing Balance Sheet shall  be  divided
equally   between  the  parties  with  Seller's   cost   of   the
aforementioned  not to exceed $20,000. The Final  Purchase  Price
Adjustment  shall  be  final, binding, and  conclusive  for  each
party.   Buyer  agrees  to  make Scott  Devine  and  other  staff
available to Seller in order to prepare the Final Closing Balance
Sheet  and  the  Final Net Asset Statement.  Notwithstanding  the
foregoing,  the Final Purchase Price Adjustment shall not  reduce
the Net Proceeds From Sale below the amount of $5,237,152.

2.5 LIABILITIES

     (a)  Assumed Liabilities.  On the Closing Date, but effective as
          -------------------
     of the Effective Time, Buyer shall assume and agree to discharge
     when due and payable in accordance with and subject to the terms
     and  conditions  of the relevant governing agreements  those
     liabilities and obligations of Seller set forth in  Schedule


                                                                 13

<PAGE>

     2.5(a) (the "Assumed Liabilities") attached hereto and made a
     part of this Agreement.  As further assurances for payment of the
     Assumed Liabilities, the Buyer agrees to fund an escrow account
     with cash in an amount equal to the dollar value of the Assumed
     Liabilities  shown  in the Preliminary Net  Purchased  Asset
     Statement plus inventory shipments on open terms less scheduled
     payments from date of Preliminary Net Purchased Asset Statement
     to  Closing  Date in the form prepared by and acceptable  to
     Seller's counsel (the "Assumed Liabilities Escrow").  The Assumed
     Liabilities shall include the following:

           (i)  All Liabilities and obligations reflected on  the
     Contract   Net   Asset   Statement   labeled   as   "assumed
     liabilities"   until  the  Final  Net  Asset  Statement   is
     available,  at  which point the amount  of  the  Liabilities
     labeled  as  "assumed liabilities" on the  Final  Net  Asset
     Statement shall supercede the "assumed liabilities" shown on
     the  Contract  Net  Asset Statement  for  purposes  of  this
     Section  2.5(a)  and shall be final, binding and  conclusive
     for the parties;

           (ii)  All Liabilities of the Seller as of the  Closing
     Date  arising  out  of  the operation of  the  business  and
     incurred in the Ordinary Course of business;

           (iii)      All Liabilities arising out of or resulting
     from the conduct of the business occurring subsequent to the
     Closing Date; and

           (iv)  Liabilities not reflected on the Final Net Asset
     Statement which pertain to contracts assumed by or  assigned
     to Buyer.

     (b)   Excluded Liabilities.  The Excluded Liabilities  shall
     remain  the  sole responsibility of and shall  be  retained,
     paid,  performed and discharged solely by Seller.  "Excluded
     Liabilities" shall mean every Liability of Seller other than
     the  Assumed Liabilities and shall more specifically include
     the  claim  for indemnification made by Sports Chalet,  Inc.
     relating   to  the  sale  of  Hodgman  Products  to   minors
     containing  toluene prior to the Closing  (the  case  number
     075152 Superior Court California, County of San Bernardino).

2.6 ALLOCATION

The Purchase Price shall be allocated in accordance with Schedule
2.6. After the Closing, the parties shall make consistent use  of
the  allocation and fair market value specified in  Schedule  2.6
for all Tax purposes and in all filings, declarations and reports
with  the  IRS in respect thereof, including the reports required
to  be  filed under Section 1060 of the Code. Buyer shall prepare
and  deliver IRS Form 8594 to Seller within forty-five (45)  days
after the Closing Date to be filed with the IRS.

2.7 CLOSING

The  purchase  and  sale  provided for  in  this  Agreement  (the
"Closing") will take place at the offices of Huck, Bouma, Martin,
Jones  &  Bradshaw,  P.C., 1755 S. Naperville  Road,  Suite  200,


                                                                 14

<PAGE>

Wheaton,  IL  60187,  July  30, 2004,  unless  Buyer  and  Seller
otherwise  agree.  Buyer  and  Seller  shall  have  no   required
obligation to agree to extend Closing.

2.8 CLOSING OBLIGATIONS

In  addition  to any other documents to be delivered under  other
provisions of this Agreement, at the Closing:

     (a)   Seller  and Shareholders, as the case  may  be,  shall
     deliver to Buyer:

          (i)   a  bill  of sale for all of the Assets  that  are
          Tangible  Personal  Property in  the  form  of  Exhibit
          2.8(a)(i) (the "Bill of Sale") executed by Seller;
          (ii)  an assignment of all of the purchased Assets that
          are intangible personal property in the form of Exhibit
          2.8(a)(ii), which assignment shall also contain Buyer's
          undertaking  and assumption of the Assumed  Liabilities
          (the  "Assignment  and Assumption Agreement")  executed
          by Seller;
          (iii)     for each interest in Real Property identified
          on  Section 3.4, a Lease in the form of Exhibit  2.2(n)
          duly executed by Seller;
          (iv) assignments of all purchased Intellectual Property
          Assets  and  separate  assignments  of  all  registered
          Marks,  Patents and Copyrights in the form  of  Exhibit
          2.8(a)(iv) executed by Seller;
          (v)    such   other   bills   of   sale,   assignments,
          certificates of title, documents  and other instruments
          of   transfer  and  conveyance  as  may  reasonably  be
          requested   by  Buyer,  each  in  form  and   substance
          satisfactory  to  Buyer  and  its  legal  counsel   and
          executed by Seller;
          (vi) (intentionally left blank);
          (vii)      noncompetition agreements  in  the  form  of
          Exhibit  2.8(a)(vii),  executed by  Seller  and  Ronald
          Foster (the "Noncompetition Agreements");
          (viii)       the   Independent   Sales   Representative
          Agreement in the form attached hereto as Exhibit 2.2(o)
          executed by Seller;
          (ix) the Assumed Liabilities Escrow;
          (x)   certificate executed by Seller as to the accuracy
          of  their representations and warranties as of the date
          of  this  Agreement and as of the Closing in accordance
          with  Section 7.1 and as to their compliance  with  and
          performance  of their covenants and obligations  to  be
          performed or complied with at or before the Closing  in
          accordance with Section 7.2; and
          (xi)   a   certificate  of  the  Secretary  of   Seller
          certifying, as complete and accurate as of the Closing,
          attached  copies of the Governing Documents  of  Seller
          certifying  and attaching all requisite resolutions  or
          actions of Seller's board of directors and shareholders
          approving  the execution and delivery of this Agreement
          and  the  consummation of the Contemplated Transactions
          and  the change of name contemplated by Section 5.7 and
          certifying  to  the  incumbency and signatures  of  the
          officers  of  Seller executing this Agreement  and  any
          other    document   relating   to   the    Contemplated
          Transactions and accompanied by the requisite documents
          for amending the relevant Governing Documents of Seller


                                                                 15

<PAGE>

          required  to  effect  such  change  of  name  in   form
          sufficient for filing with the appropriate Governmental
          Body.

     (b)   Buyer shall deliver to Seller and Shareholders, as the
     case may be:

          (i)    The  Purchase  Price  of  Twelve  Million  Seven
          Hundred   Ninety-Three Thousand  Nine Hundred   Fifteen
          dollars ($12,793,915.00) increased or decreased by  any
          adjustments pursuant to Section 2.3(d) by wire transfer
          to   an  account  specified  by  Seller  in  a  writing
          delivered  to  Buyer at least three (3)  business  days
          prior to the Closing Date;
          (ii) a promissory note executed by Buyer and payable to
          Seller  in the principal amount of One Million  dollars
          ($1,000,000.00) and secured by an Irrevocable Letter of
          Credit  in  the form of Exhibit 2.3(b) (the "Promissory
          Note");
          (iii)       the  Assignment  and  Assumption  Agreement
          executed  by  Buyer together with an  executed  Assumed
          Liability  Escrow in a form acceptable to  counsel  for
          Seller  and  delivered to Buyer ten  (10)  days  before
          Closing;
          (iv) the Employment Agreements or severance payments as
          the case may be delivered by Buyer;
          (v)  the Noncompetition Agreements executed by Buyer;
          (vi) the Independent Sales Representative Agreement  in
          the form attached hereto as Exhibit 2.2(o) executed  by
          Buyer;
          (vii)      the  Lease  in the form attached  hereto  as
          Exhibit 2.2(n) executed by Buyer;
          (viii)     a  certificate executed by Buyer as  to  the
          accuracy  of its representations and warranties  as  of
          the  date  of this Agreement and as of the  Closing  in
          accordance  with Section 8.1 and as to  its  compliance
          with  and  performance of its covenants and obligations
          to  be  performed  or complied with at  or  before  the
          Closing in accordance with Section; and
          (ix)   a   certificate  of  the  Secretary   of   Buyer
          certifying, as complete and accurate as of the Closing,
          attached  copies  of the Governing Documents  of  Buyer
          and  certifying and attaching all requisite resolutions
          or  actions of Buyer's board of directors approving the
          execution  and  delivery  of  this  Agreement  and  the
          consummation  of  the  Contemplated  Transactions   and
          certifying  to  the  incumbency and signatures  of  the
          officers  of  Buyer  executing this Agreement  and  any
          other    document   relating   to   the    Contemplated
          Transactions.

2.9 CONSENTS

      (a)   If any Material Consents listed in Schedule 7.3  have
not  yet  been obtained (or otherwise are not in full  force  and
effect) as of the Closing, in the case of each Seller Contract as
to  which  such Material Consents were not obtained (or otherwise
are  not  in  full  force and effect) (the  "Restricted  Material
Contracts"), Buyer hereby waives the closing condition as to such
Material  Consents  listed on Schedule 2.9,  and  may  waive  the
closing  conditions  as to any such other  Material  Consent  and
elect  to have Seller continue its efforts to obtain the Material
Consents.   In the event Buyer has waived or waives  the  closing
conditions as to any such Material Consent, the parties shall use
Best  Efforts,  and  cooperate with each  other,  to  obtain  the
Material Consent relating to each Restricted Material Contract as


                                                                 16

<PAGE>

quickly  as  practicable,  and  pending  the  obtaining  of  such
Material  Consents  relating to any Restricted Material  Contract
the  Buyer agrees to indemnify and hold Seller harmless from  any
and  all  claims  made  by any party to the  Restricted  Material
Contracts.

     (b)   If  there are any Consents not listed on Schedule  7.3
necessary for the assignment and transfer of any Seller Contracts
to  Buyer  (the "Nonmaterial Consents") which have not  yet  been
obtained  (or otherwise are not in full force and effect)  as  of
the  Closing, Buyer shall at the Closing, in the case of each  of
the  Seller Contracts as to which such Nonmaterial Consents  were
not obtained (or otherwise are not in full force and effect) (the
"Restricted  Nonmaterial Contracts"), accept  the  assignment  of
such  Restricted Nonmaterial Contract, in which case, as  between
Buyer and Seller, such Restricted Nonmaterial Contract shall,  to
the maximum extent practicable and notwithstanding the failure to
obtain the applicable Nonmaterial Consent, be transferred at  the
Closing  pursuant to the Assignment and Assumption  Agreement  as
elsewhere provided under this Agreement.

2.10  FACILITIES LEASE

     Buyer, NEWCO and Seller shall enter into a real estate lease
in the form shown in Exhibit 2.2(n).

3. REPRESENTATIONS AND WARRANTIES OF SELLER

      Seller  represents and warrants to Buyer  as  follows  (the
Schedules  and Exhibits are being prepared based on December  31,
2003  information  unless stated on the Schedule  or  Exhibit  or
otherwise stated herein and furthermore, during the Due Diligence
Period, Seller may modify or amend the Schedules and Exhibits  to
this  Agreement,  and any such modifications or amendments  shall
supercede  and  replace the Schedules and Exhibits as  originally
prepared):

3.1 ORGANIZATION AND GOOD STANDING

     (a)   Schedule 3.1(a) contains a complete and accurate  list
     of  Seller's  jurisdiction of incorporation  and  any  other
     jurisdictions in which it is qualified to do business  as  a
     foreign corporation. Seller is a corporation duly organized,
     validly existing and in good standing under the laws of  its
     jurisdiction of incorporation, with full corporate power and
     authority  to  conduct  its business  as  it  is  now  being
     conducted, to own or use the properties and assets  that  it
     purports  to  own or use, and to perform all its obligations
     under  the Seller Contracts.  To Seller's Knowledge,  Seller
     is  duly  qualified to do business as a foreign  corporation
     and  is  in  good standing under the laws of each  state  or
     other  jurisdiction in which either the ownership or use  of
     the  properties owned or used by it, or the  nature  of  the
     activities conducted by it, requires such qualification.

     (b)  Complete and accurate copies of the Governing Documents
     of  Seller  as currently in effect, are attached to  Exhibit
     3.1(b) or will be delivered during the Due Diligence Period.


                                                                 17

<PAGE>


     (c)   Seller  has no Subsidiary and, except as disclosed  in
     Schedule 3.1(c), does not own any shares of capital stock or
     other securities of any other Person.


3.2  AUTHORITY; NO CONFLICT

     (a)   Except  as set forth in Schedule 3.2(a),  neither  the
     execution   and   delivery  of  this   Agreement   nor   the
     consummation  or  performance of  any  of  the  Contemplated
     Transactions will, directly or indirectly (with  or  without
     notice or lapse of time):

          (i)   breach (A) any provision of any of the  Governing
          Documents  of Seller or (B) any resolution  adopted  by
          the board of directors or the shareholders of Seller;
          (ii)   to  Seller's  knowledge,  breach  or  give   any
          Governmental  Body  or  other  Person  the   right   to
          challenge  any of the Contemplated Transactions  or  to
          exercise  any  remedy or obtain any  relief  under  any
          Legal  Requirement  or any Order  to  which  Seller  or
          either  Shareholder,  or any  of  the  Assets,  may  be
          subject;
          (iii)      to  Seller's Knowledge, contravene, conflict
          with  or result in a violation or breach of any of  the
          terms or requirements of, or give any Governmental Body
          the   right  to  revoke,  withdraw,  suspend,   cancel,
          terminate  or  modify,  any Governmental  Authorization
          that is held by Seller or that otherwise relates to the
          Assets or to the business of Seller; or
          (iv)  breach any provision of, or give any  Person  the
          right  to  declare  a  default or exercise  any  remedy
          under, or to accelerate the maturity or performance of,
          or  payment  under, or to cancel, terminate or  modify,
          any Seller Contract.

     (b)   Except as set forth in Schedule 3.2(b), neither Seller
     nor  any  Shareholder is required to give any notice  to  or
     obtain  any Consent from any Person in connection  with  the
     execution and delivery of this Agreement or the consummation
     or performance of any of the Contemplated Transactions.

3.3  FINANCIAL STATEMENTS

     (a)   Seller has delivered to Buyer: (a) an audited  balance
     sheet  of  Seller  as of December 31, 2002 and  the  related
     audited  statements  of  income,  changes  in  shareholders'
     equity  and  cash  flows  for the fiscal  year  then  ended,
     including in each case the notes thereto, together with  the
     report  thereon of Sikich and Gardner, independent certified
     public accountants; (b) audited  balance sheets of Seller as
     of  December  31  in each of the fiscal years  1999  through
     2001,  and the related audited statements of income, changes
     in  shareholders'  equity and cash flows  for  each  of  the
     fiscal  years then ended, including in each case  the  notes
     thereto  together  with  the report thereon  of  Sikich  and
     Gardner, independent certified public accountants;  and  (c)
     an  unaudited  balance sheet of Seller as of   December  31,
     2003,  and  the  related unaudited statement(s)  of  income,
     changes  in  shareholders' equity, and cash  flows  for  the
     twelve  (12) months then ended, certified by Seller's  chief
     financial  officer.   To  Seller's  knowledge,  the  audited
     financial  statements fairly present the financial condition
     and  the  results  of operations, changes  in  shareholders'
     equity  and cash flows of Seller as of the respective  dates


                                                                 18

<PAGE>

     of  and  for  the  periods referred  to  in  such  financial
     statements,  all  in  accordance with GAAP  as  consistently
     applied  by  Seller and determined by Seller. The  financial
     statements referred to in this Section 3.3 will reflect  the
     consistent   application  of  such   accounting   principles
     throughout the periods involved, except as disclosed in  the
     notes to such financial statements.

     (b)   Until the Closing Date, Seller shall deliver to  Buyer
     within  20  days after the end of each month a copy  of  its
     regular monthly financial reports for such month prepared in
     a manner and containing information consistent with Seller's
     current practices.

3.4  DESCRIPTION OF LEASED REAL PROPERTY

Schedule 3.4 contains a correct legal description, street address
and  tax parcel identification number of all tracts, parcels  and
subdivided lots in which Seller has a leasehold interest  and  an
accurate description (by location, name of lessor, date of  Lease
and term expiry date) of all Real Property Leases.

3.5 TITLE TO ASSETS; ENCUMBRANCES

Seller  owns good and transferable title to all of the  purchased
Assets  free  and  clear  of any Encumbrances  other  than  those
described  in  Schedule 3.5 (which schedule  shall  be  delivered
during  the  Due Diligence Period) (the "Permitted Encumbrances")
and  the obligations under the Assumed Liabilities Escrow. Seller
warrants to Buyer that, at the time of Closing, all other  Assets
shall be free and clear of all Permitted Encumbrances.

3.6  CONDITION OF  ASSETS

Except  as  otherwise disclosed on Schedule  3.6,  each  item  of
Tangible  Personal Property is in good repair and good  operating
condition,  ordinary  wear  and tear excepted,  is  suitable  for
immediate  use in the Ordinary Course of Business.   To  Seller's
Knowledge,  no item of Tangible Personal Property is in  need  of
repair  or  replacement other than as part of routine maintenance
in  the  Ordinary  Course of Business.  Except  as  disclosed  in
Schedule  3.6,  all Tangible Personal Property used  in  Seller's
business is in the possession of Seller.

3.7  ACCOUNTS RECEIVABLE

       All   Accounts  Receivable  that  are  reflected  on   the
Preliminary Net Asset Statement or the Final Net Asset  Statement
prepared  as of the Closing Date represented, currently represent
or  will  represent valid obligations arising from sales actually
made  or  services actually performed by Seller in  the  Ordinary
Course  of  Business.  Except to the extent  paid  prior  to  the
Closing Date, to Seller's Knowledge such Accounts Receivable  are
or  will  be  as  of  the  Closing Date collectible  net  of  the
respective reserves shown on the  Final Net Asset Statement as of
the  date  of  Closing.  There is no contest, claim,  defense  or
right  of  setoff, other than returns in the Ordinary  Course  of
Business of Seller, under any Contract with any account debtor of
an  Account Receivable relating to the amount or validity of such
Account  Receivable.   Schedule  3.7  contains  a  complete   and


                                                                 19

<PAGE>

accurate list of all Accounts Receivable as of December 31, 2003,
which list sets forth the aging of each such Account Receivable.

3.8  INVENTORIES

     All items included in the Inventories are being sold "As Is,
Where is" and Seller makes no representations or warranties  with
respect  to  the condition of the Inventory.  The calculation  of
the  inventory  value on the Final Net Asset Statement  shall  be
final,  binding,  and  conclusive for each party  (including  the
obsolescence  standards  provided  for  in  Section  2.4).    The
calculation  of  the  inventory  value  on  the  Firm  Net  Asset
Statement  shall  be prepared using inventory  defective  reserve
valuation  methodologies  and the actual  inventory  obsolescence
reserves agreed to during the Due Diligence Period.

3.9  NO UNDISCLOSED LIABILITIES

      Except as set forth in Schedule 3.9 and as of December  31,
2003,  Seller  has  no known liabilities except  for  Liabilities
reflected  or  reserved against in the December 31, 2003  balance
sheet and current liabilities incurred in the Ordinary Course  of
Business of Seller.

3.10  NO MATERIAL ADVERSE CHANGE

      Since  December 31, 2003, there has not been  any  material
adverse  change  in the business, operations, prospects,  assets,
results  of  operations  or condition  (financial  or  other)  of
Seller, and no event has occurred or circumstance exists that may
result in such a material adverse change.

3.11  EMPLOYEE BENEFITS

     (a)   Set  forth in Schedule 3.11 is a complete and  correct
list  of all "employee benefit plans" as defined by Section  3(3)
of  ERISA,  all  specified fringe benefit  plans  as  defined  in
Section  6039D  of the Code, (whether qualified or  nonqualified,
currently effective or terminated, written or unwritten) and  any
trust,  escrow  or other agreement related thereto  that  (i)  is
maintained  or contributed to by Seller or any other  corporation
or  trade or business controlled by, controlling or under  common
control  with Seller (within the meaning of Section  414  of  the
Code   or  Section  4001(a)(14)  or  4001(b)  of  ERISA)  ("ERISA
Affiliate") or has been maintained or contributed to in the  last
six  (6)  years by Seller or any ERISA Affiliate, or with respect
to  which  Seller  or any ERISA Affiliate has  or  may  have  any
liability,  and (ii) provides benefits, or describes policies  or
procedures applicable to any current or former director, officer,
employee or service provider of Seller or any ERISA Affiliate, or
the  dependents  of any thereof, regardless of how  (or  whether)
liabilities for the provision of benefits are accrued  or  assets
are  acquired  or  dedicated with respect to the funding  thereof
(collectively the "Employee Plans").

     (b)   Seller  has  delivered  to Buyer  true,  accurate  and
complete  copies  of (i) the documents comprising  each  Employee
Plan (or, with respect to any Employee Plan which is unwritten, a
detailed   written  description  of  eligibility,  participation,
benefits,  funding  arrangements, assets and  any  other  matters


                                                                 20

<PAGE>


which   relate  to  the  obligations  of  Seller  or  any   ERISA
Affiliate); (ii) all trust agreements, insurance contracts or any
other  funding instruments related to the Employee  Plans;  (iii)
all rulings, determination letters, no-action letters or advisory
opinions from the IRS, the U.S. Department of Labor, the  Pension
Benefit  Guaranty Corporation ("PBGC") or any other  Governmental
Body  that  pertain to each Employee Plan and any  open  requests
therefor;  (iv)  the most recent actuarial and financial  reports
(audited and/or unaudited) and the annual reports filed with  any
Government  Body  with respect to the Employee Plans  during  the
current  year  and  each of the three preceding  years;  (v)  all
contracts  with third-party administrators, actuaries, investment
managers,  consultants  and  other independent  contractors  that
relate to any Employee Plan, (vi) with respect to Employee  Plans
that are subject to Title IV of ERISA, the Form PBGC-1 filed  for
each  of  the three most recent plan years; and (vii) all summary
plan  descriptions,  summaries  of  material  modifications   and
memoranda,  employee  handbooks and other written  communications
regarding the Employee Plans.

3.12  LEGAL PROCEEDINGS; ORDERS

      Except  as set forth in Schedule 3.12, there is no  pending
or, to Seller's Knowledge, threatened proceeding or order: (i) by
or  against Seller or that otherwise relates to or may affect the
business  of, or any of the assets owned or used by,  Seller;  or
(ii)  that challenges, or that may have the effect of preventing,
delaying,  making  illegal  or otherwise  interfering  with,  the
consummation of this Agreement.

     To Seller's knowledge, no event has occurred or circumstance
exists  that is reasonably likely to give rise to or serve  as  a
basis  for  the commencement of any such proceeding,  Seller  has
delivered  to  Buyer copies of all pleadings, correspondence  and
other  documents relating to each Proceeding listed  in  Schedule
3.12.

3.13 ABSENCE OF CERTAIN CHANGES AND EVENTS

      Except  as  set forth in Schedule 3.13, since December  31,
2003,  Seller  has conducted its business only  in  the  Ordinary
Course of Business.

 3.14  CONTRACTS; NO DEFAULTS

     (a)   As of February 21, 2003, Schedule 3.14(a) contains  an
     accurate  and complete list, and Seller has or will  deliver
     to  Buyer,  during  the Due Diligence Period,  accurate  and
     complete copies, of:

          (i)  each Seller Contract that involves performance  of
          services  or delivery of goods or materials  by  or  to
          Seller  of  an  amount  or value  in  excess  of  fifty
          thousand dollars  ($50,000.00);
          (ii) each Seller Contract containing covenants that  in
          any  way purport to restrict Seller's business activity
          or limit the freedom of Seller to engage in any line of
          business or to compete with any Person;
          (iii)      each Seller Contract providing for  payments
          to  or  by  any  Person  based on sales,  purchases  or
          profits, other than direct payments for goods;


                                                                 21

<PAGE>

          (iv)  each Seller Contract for capital expenditures  in
          excess of fifty thousand dollars ($50,000.00); and
          (v)   each  written  warranty,  guaranty  and/or  other
          similar   undertaking  with  respect   to   contractual
          performance  extended  by  Seller  other  than  in  the
          Ordinary Course of Business.

     (b)  Except as set forth in Schedule 3.14(b):

          (i)   each  Contract  identified  or  required  to   be
          identified  in  Schedule 3.14(a) and  which  is  to  be
          assigned to or assumed by Buyer under this Agreement is
          in  full  force  and effect and is  valid  and  to  the
          Seller's  Knowledge enforceable in accordance with  its
          terms;
          (ii)  each  Contract  identified  or  required  to   be
          identified  in  Schedule 3.14(a)  and  which  is  being
          assigned to or assumed by Buyer is assignable by Seller
          to  Buyer  without the consent of any other  Person  or
          such  consents cannot be unreasonably withheld  by  any
          other person; and
          (iii)     Seller has not given to or received from  any
          other Person, at any time since December 31, 2003,  any
          notice or other communication (whether oral or written)
          regarding  any actual, alleged, possible  or  potential
          violation or Breach of, or default under, any  Contract
          which is being assigned to or assumed by Buyer.

     (c)  There are no renegotiations of, attempts to renegotiate
     or  outstanding  rights to renegotiate any material  amounts
     paid  or  payable  to  Seller  under  current  or  completed
     Contracts   with  any  Person  having  the  contractual   or
     statutory right to demand or require such renegotiation  and
     no   such   Person   has  made  written  demand   for   such
     renegotiation.

3.15  INSURANCE

     Seller has delivered or will deliver to Buyer:

     (a)   accurate  and  complete  copies  of  all  policies  of
     insurance   (and   correspondence   relating   to   coverage
     thereunder) to which Seller is a party or under which Seller
     is  or has been covered at any time since December 31, 2003,
     a list of which is included in Schedule 3.15(a);
     (b)    accurate   and  complete  copies   of   all   pending
     applications by Seller for policies of insurance;
     (c)   any  statement  by the auditor of  Seller's  financial
     statements or any consultant or risk management advisor with
     regard  to  the  adequacy of Seller's  coverage  or  of  the
     reserves for claims;
     (d)   except as otherwise shown on Schedule 3.15(d),  Seller
     has  not received (i) any refusal of coverage or any  notice
     that  a  defense will be afforded with reservation of rights
     or  (ii)  any notice of cancellation or any other indication
     that  any policy of insurance is no longer in full force  or
     effect or that the issuer of any policy of insurance is  not
     willing or able to perform its obligations thereunder; and
     (e)   To Seller's Knowledge, Seller has given notice to  the
     insurer of all claims that may be insured thereby.


                                                                 22

<PAGE>


3.16  ENVIRONMENTAL MATTERS

Except as disclosed in Schedule 3.16:

     (a)   Seller  is,  and  at  all  times  has  been,  in  full
     compliance with, and has not been and is not in violation of
     or liable under, any Environmental Law.

     (b)   There  are  no  pending  or,  to  Seller's  Knowledge,
     threatened  claims, Encumbrances, or other  restrictions  of
     any  nature  resulting  from any Environmental,  Health  and
     Safety  Liabilities  or arising under  or  pursuant  to  any
     Environmental Law with respect to or affecting any  Facility
     or  any  other property or asset (whether real, personal  or
     mixed) in which Seller has or had an interest.

     (c)  Neither Seller nor any Shareholder has any Knowledge of
     or  any  basis to expect, nor has any of them, or any  other
     Person   for  whose  conduct  they  are  or  may   be   held
     responsible,  received,  any citation,  directive,  inquiry,
     notice, Order, summons, warning or other communication  that
     relates to Hazardous Activity, Hazardous Materials,  or  any
     alleged, actual, or potential violation or failure to comply
     with  any  Environmental Law, or of any alleged, actual,  or
     potential  obligation to undertake or bear the cost  of  any
     Environmental, Health and Safety Liabilities with respect to
     any Facility or property or asset (whether real, personal or
     mixed)  in  which  Seller has or had an  interest,  or  with
     respect  to  any  property or facility  to  which  Hazardous
     Materials  generated,  manufactured,  refined,  transferred,
     imported,  used or processed by Seller or any  other  Person
     for  whose  conduct  it is or may be held responsible,  have
     been  transported,  treated, stored,  handled,  transferred,
     disposed, recycled or received.

     (d)    There  has  been  no  Release  or,  to  the  Seller's
     Knowledge, Threat of Release, of any Hazardous Materials  at
     or  from  any  Facility or at any other location  where  any
     Hazardous  Materials were generated, manufactured,  refined,
     transferred, produced, imported, used, or processed from  or
     by  any  Facility,  or  from any  other  property  or  asset
     (whether real, personal or mixed) in which Seller has or had
     an  interest,  or to the Seller's Knowledge any geologically
     or  hydrologically adjoining property, whether by Seller  or
     any other Person.

     (e)   Seller has delivered to Buyer true and complete copies
     and  results  of any reports, studies, analyses,  tests,  or
     monitoring  possessed or initiated by Seller  pertaining  to
     Hazardous Materials or Hazardous Activities in, on, or under
     the Facilities, or concerning
     compliance, by Seller or any other Person for whose  conduct
     it is or may be held responsible, with Environmental Laws.

3.17  EMPLOYEES

      Schedule 3.17 contains a complete and accurate list of  the
following  information for each employee, independent contractor,
consultant and agent of Seller, including each employee on  leave
of  absence or layoff status: name; job title; date of hiring  or
engagement;  date  of commencement of employment  or  engagement;


                                                                 23

<PAGE>


sick  and vacation leave that is accrued but unused; and  service
credited  for purposes of vesting and eligibility to  participate
under  any  Employee  Plan,  or any other  employee  or  director
benefit plan.


3.18  LABOR DISPUTES; COMPLIANCE

       Seller  has  complied  in  all  respects  with  all  Legal
Requirements   relating  to  employment  practices,   terms   and
conditions   of   employment,   equal   employment   opportunity,
nondiscrimination,   immigration,   wages,    hours,    benefits,
collective bargaining and other related requirements, the payment
of  social security and similar Taxes and occupational safety and
health. Seller is not liable for the payment of any Taxes, fines,
penalties,  or other amounts, however designated, for failure  to
comply with any of the foregoing Legal Requirements.

3.19  INTELLECTUAL PROPERTY ASSETS

     (a)   The  term  "Intellectual Property  Assets"  means  all
     intellectual  property  owned or licensed  (as  licensor  or
     licensee)  by  Seller  in  which Seller  has  a  proprietary
     interest, including:

          (i)   Seller's  name,  all assumed  fictional  business
          names,   trade   names,  registered  and   unregistered
          trademarks,     service    marks    and    applications
          (collectively, "Marks");
          (ii)  all  patents, patent applications and  inventions
          and  discoveries that may be patentable  (collectively,
          "Patents");
          (iii)     all registered and unregistered copyrights in
          both    published    works   and   unpublished    works
          (collectively, "Copyrights");
          (iv)  all  know-how,  trade  secrets,  confidential  or
          proprietary  information,  customer  lists,   Software,
          technical information, data, process technology, plans,
          drawings   and   blue   prints  (collectively,   "Trade
          Secrets"); and
          (v)   all  rights  in internet web sites  and  internet
          domain  names  presently used by  Seller  (collectively
          "Net Names").

     (b)   Schedule 3.19(b) contains a complete and accurate list
     and  summary  description, including any royalties  paid  or
     received  by  Seller,  and Seller  has  delivered  to  Buyer
     accurate  and  complete  copies,  of  all  Seller  Contracts
     relating to the Intellectual Property Assets, except for any
     license  implied  by  the sale of a product  and  perpetual,
     paid-up  licenses  for commonly available Software  programs
     with  a  value of less than $1,000.00 under which Seller  is
     the  licensee.  There are no outstanding  and,  to  Seller's
     Knowledge,  no  threatened disputes  or  disagreements  with
     respect to any such Contract.

     (c)  Except as set forth in Schedule 3.19(c) and to Seller's
     Knowledge,  the Intellectual Property Assets are  all  those
     necessary for the operation of Seller's business  as  it  is
     currently conducted.


                                                                 24

<PAGE>


     (d)  (i)   Schedule 3.19(d) contains a complete and accurate
          list and summary description of all Patents;
          (ii)  To  Seller's Knowledge all of the issued  Patents
          are   currently   in  compliance  with   formal   legal
          requirements (including payment of filing,  examination
          and maintenance fees and proofs of working or use), are
          valid and enforceable;
          (iii)     No Patent has been or is now involved in  any
          interference,  reissue,  reexamination,  or  opposition
          Proceeding;
          (iv)  To  Seller's Knowledge, there is  no  potentially
          interfering patent or patent application of  any  Third
          Party.
          (v)   Except as set forth in Schedule 3.19(d),  (A)  no
          Patent is infringed or, to Seller's Knowledge, has been
          challenged or threatened in any way and (B) none of the
          products  manufactured  or sold,  nor  any  process  or
          know-how  used, by Seller infringes or  is  alleged  to
          infringe any patent or other proprietary right  of  any
          other Person.
          (vi)  To Seller's Knowledge all products made, used  or
          sold under the Patents have been marked with the proper
          patent notice.

     (e)  (i)   Schedule 3.19(e) contains a complete and accurate
          list and summary description of all Marks.
          (ii)   To  Seller's  Knowledge,  all  Marks  have  been
          registered with the United States Patent and  Trademark
          Office,  are  currently in compliance with  all  formal
          Legal     Requirements    (including     the     timely
          post-registration  filing  of  affidavits  of  use  and
          incontestability  and  renewal applications),  and  are
          valid and enforceable.
          (iii)      Except  as  otherwise disclosed  on  Section
          3.19(e)(iii),  no Mark has been or is now  involved  in
          any opposition, invalidation or cancellation Proceeding
          and,   to   Seller's  Knowledge,  no  such  action   is
          threatened with respect to any of the Marks.
          (iv)  To  Seller's Knowledge, there is  no  potentially
          interfering trademark or trademark application  of  any
          other Person.
          (v)   No  Mark is infringed or, to Seller's  Knowledge,
          has  been  challenged  or threatened  in  any  way.  To
          Seller's  Knowledge, none of the Marks used  by  Seller
          infringes  or  is alleged to infringe any  trade  name,
          trademark or service mark of any other Person.
          (vi)  To Seller's Knowledge, all products and materials
          containing  a Mark bear the proper federal registration
          notice where permitted by law.

     (f)  (Intentionally left blank).

     (g)  (i)   Schedule 3.19(g) contains a complete and accurate
          list and summary description of all domain names.
          (ii)  All domain names have been registered in the name
          of  Seller and are in compliance with all formal  Legal
          Requirements.
          (iii)     No domain name has been or is now involved in
          any  dispute,  opposition, invalidation or cancellation
          Proceeding  and, to Seller's Knowledge, no such  action
          is threatened with respect to any domain name.


                                                                 25

<PAGE>

          (iv)  To  Seller's Knowledge, there is no  domain  name
          application pending of any other person which would  or
          would potentially interfere with or infringe any domain
          name.
          (v)   No  domain  name  is infringed  or,  to  Seller's
          Knowledge,  has  been challenged,  interfered  with  or
          threatened in any way. To Seller's Knowledge, no domain
          name  infringes,  interferes  with  or  is  alleged  to
          interfere with or infringe the trademark, copyright  or
          domain name of any other Person.

3.20  BROKERS OR FINDERS

      Neither Seller nor any of its Representatives have incurred
any   obligation  or  liability,  contingent  or  otherwise,  for
brokerage  or  finders'  fees  or agents'  commissions  or  other
similar payments in connection with the sale of Seller's business
or the Assets or the Contemplated Transactions.

3.21  SOLVENCY

      Seller  is  not  now  insolvent and will  not  be  rendered
insolvent  by any of the Contemplated Transactions.  As  used  in
this  section,  "insolvent" means that the sum of the  debts  and
other  probable  Liabilities of Seller exceeds the  present  fair
saleable value of Seller's assets.

4. REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer represents and warrants to Seller and Shareholders as
follows:

4.1 ORGANIZATION AND GOOD STANDING

      Buyer is a corporation duly organized, validly existing and
in  good  standing under the laws of the State of Arkansas,  with
full corporate power and authority to conduct its business as  it
is now conducted.

4.2 AUTHORITY; NO CONFLICT

     (a)  This Agreement constitutes the legal, valid and binding
obligation of Buyer, enforceable against Buyer in accordance with
its  terms.  Upon  the execution and delivery  by  Buyer  of  the
Assignment  and  Assumption Agreement,  the  Assumed  Liabilities
Escrow Agreement, the Employment Agreements, the Promissory  Note
and each other agreement to be executed or delivered by Buyer  at
Closing (collectively, the "Buyer's Closing Documents"), each  of
the  Buyer's  Closing Documents will constitute the legal,  valid
and  binding  obligation of Buyer, enforceable against  Buyer  in
accordance with its respective terms. Buyer has the absolute  and
unrestricted  right, power and authority to execute  and  deliver
this  Agreement and the Buyer's Closing Documents and to  perform
its  obligations  under this Agreement and  the  Buyer's  Closing
Documents,  and  such  action has been  duly  authorized  by  all
necessary corporate action.

     (b)  Neither the execution and delivery of this Agreement by
Buyer  nor  the  consummation  or  performance  of  any  of   the
Contemplated Transactions by Buyer will give any Person the right


                                                                 26

<PAGE>


to  prevent,  delay  or  otherwise  interfere  with  any  of  the
Contemplated Transactions pursuant to:

          (i)  any provision of Buyer's Governing Documents;
          (ii)  any  resolution adopted by the board of directors
          or the shareholders of Buyer;
          (iii)     any Legal Requirement or Order to which Buyer
          may be subject; or
          (iv) any Contract to which Buyer is a party or by which
          Buyer may be bound.

      Buyer is not and will not be required to obtain any Consent
from any Person in connection with the execution and delivery  of
this  Agreement or the consummation or performance of any of  the
Contemplated Transactions.

4.3 CERTAIN PROCEEDINGS

      There  is  no  pending Proceeding that has  been  commenced
against  Buyer  that  challenges,  or  may  have  the  effect  of
preventing,  delaying,  making illegal or  otherwise  interfering
with, any of the Contemplated Transactions. To Buyer's Knowledge,
no such Proceeding has been threatened.

4.4  BROKERS OR FINDERS

      Neither  Buyer nor any of its Representatives have incurred
any   obligation  or  liability,  contingent  or  otherwise,  for
brokerage  or  finders'  fees  or agents'  commissions  or  other
similar
payment in connection with the Contemplated Transactions.

4.5  PAYMENT OF ASSUMED LIABILITIES

      Buyer  agrees to pay all Assumed Liabilities when  due  and
represents  and warrants that it will have adequate resources  to
pay all Assumed Liabilities when due.

4.6  LITIGATION.

      There  are  no  Proceedings pending against  or  threatened
against or affecting Buyer at law or in equity, or before  or  by
any  Governmental Body seeking to enjoin, restrain or  delay  the
consummation  of the transactions contemplated by this  Agreement
and to there is no basis for the foregoing.

4.7  APPROVALS.

      To  the best of Buyer's Knowledge, there exists no fact  or
circumstances  attributable to Buyer, or  its  subsidiaries  that
would cause any Governmental Body whose authorization, consent or
similar  approval  is a requirement for the consummation  of  the
transactions contemplated by this Agreement to refuse to  deliver
such authorization, consent or similar approvals.


                                                                 27

<PAGE>


4.8  DISCLOSURE.

      Neither  this Agreement, nor any of the schedules, exhibits
or  attachments  hereto prepared or supplied  by  Buyer,  or  any
documents,  certificates or other written agreement delivered  by
or   on   behalf  of  Buyer  with  respect  to  the  transactions
contemplated  hereby,  contain any untrue statement  of  material
fact  or omit a statement of material fact necessary to make such
statements not misleading in light of the circumstances in  which
such statements were made.


4.9   BUYER'S KNOWLEDGE; RESOURCES OF PURCHASER.

      To  Buyer's Knowledge, there exists no fact or circumstance
that would cause any representation or warranty of Sellers to  be
materially incorrect or untrue.  Buyer acknowledges that  it  has
had adequate time to conduct its due diligence.  Buyer represents
that  Buyer  has adequate resources to complete the  transactions
contemplated hereby.

4.10  MAINTENANCE OF INSURANCE.

      From  and  after  the Closing Date and  until  all  amounts
payable  to  Sellers  hereunder are paid  in  full,  Buyer  shall
maintain  such insurance policies as are adequate and reasonable,
in  both scope and amount consistent with Seller's coverage prior
to  Closing,  for the Buyer and for the business being  purchased
herein.

4.11  SOLVENCY

      Buyer  is  not  now  insolvent and  will  not  be  rendered
insolvent  by any of the Contemplated Transactions.  As  used  in
this  section,  "insolvent" means that the sum of the  debts  and
other  probable  Liabilities of Buyer exceeds  the  present  fair
saleable value of Buyer's assets.

5.    COVENANTS OF SELLER PRIOR TO CLOSING

5.1   ACCESS AND INVESTIGATION

       Beginning  after  the  execution  of  this  Agreement  and
continuing  until the Closing Date (the "Due Diligence  Period"),
and  upon  reasonable advance notice received from Buyer,  Seller
shall  (a)  afford Buyer and its Representatives and  prospective
lenders  and their Representatives (collectively, "Buyer  Group")
reasonable access (which access shall not interfere with Seller's
normal  business operations), during regular business  hours,  to
certain  designated  personnel of Seller,  properties  (including
subsurface   testing),  Contracts,  Governmental  Authorizations,
books  and  Records and other documents and data, such rights  of
access  to  be  exercised in a manner that does not  unreasonably
interfere with the operations of Seller; (b) furnish Buyer  Group
with  copies  of all such Contracts, Governmental Authorizations,
books  and Records and other existing documents and data as Buyer
may  reasonably  request;  (c)  furnish  Buyer  Group  with  such
additional  financial,  operating and  other  relevant  data  and
information  as Buyer may reasonably request; and  (d)  otherwise
cooperate  and  assist,  to the extent  reasonably  requested  by
Buyer,  with Buyer's investigation of the properties, assets  and
financial condition related to Seller.  In addition, Buyer  shall
have  the  right to have the Real Property and Tangible  Personal


                                                                 28

<PAGE>


Property  inspected  by  Buyer Group, at Buyer's  sole  cost  and
expense,  for purposes of determining the physical condition  and
legal  characteristics of the Real Property and Tangible Personal
Property.

5.2   OPERATION OF THE BUSINESS OF SELLER

      Between the date of this Agreement and the Closing,  Seller
shall:

     (a)   conduct  its business only in the Ordinary  Course  of
     Business,  including  payment of liabilities  in  accordance
     with normal and historic practices;

     (b)   except as otherwise directed by Buyer in writing,  and
     without  making  any commitment on Buyer's behalf,  use  its
     Best   Efforts  to  preserve  intact  its  current  business
     organization,  keep available the services of its  officers,
     employees  and  agents and maintain its relations  and  good
     will   with   suppliers,  customers,  landlords,  creditors,
     employees,  agents and others having business  relationships
     with it;

     (c)   make  no  material  changes  in  management  personnel
     without prior consultation with Buyer;

     (d)   maintain the Assets in a state of repair and condition
     that  complies  with  legal requirements and  is  consistent
     with   the  requirements  and  normal  conduct  of  Seller's
     business;

     (e)   keep in full force and effect, without amendment,  all
     material rights relating to Seller's business;

     (f)   comply  with  all  legal requirements and  contractual
     obligations   applicable  to  the  operations  of   Seller's
     business;

     (g)   continue  in  full  force  and  effect  the  insurance
     coverage  under the policies set forth in Schedule  3.21  or
     substantially equivalent policies;

     (h)   except as required to comply with ERISA or to maintain
     qualification under Section 401(a) of the Code,  not  amend,
     modify  or  terminate any Employee Plan without the  express
     written  consent of Buyer, and except as required under  the
     provisions  of any Employee Plan, not make any contributions
     to  or with respect to any Employee Plan without the express
     written consent of Buyer,

     (i)   cooperate  with Buyer and assist Buyer in  identifying
     the Governmental Authorizations required by Buyer to operate
     the  business  from and after the Closing  Date  and  either
     transferring existing Governmental Authorizations of  Seller
     to  Buyer,  where permissible, or obtaining new Governmental
     Authorizations for Buyer;

     (j)   maintain  all books and Records of Seller relating  to
     Seller's business in the Ordinary Course of Business.


                                                                 29

<PAGE>


5.3   NEGATIVE COVENANT

      Except as otherwise expressly permitted herein, between the
date  of  this Agreement and the Closing Date, Seller shall  not,
and  Shareholders shall not permit Seller to, without  the  prior
written  Consent  of  Buyer, (a) make  any  modification  to  any
material Contract or Governmental Authorization or (b) enter into
any  compromise  or settlement of any litigation,  proceeding  or
governmental  investigation relating to the Assets, the  business
of Seller or the Assumed Liabilities.

5.4   REQUIRED APPROVALS

     As promptly as practicable after the date of this Agreement,
Seller  shall make all filings required by Legal Requirements  to
be   made   by   it  in  order  to  consummate  the  Contemplated
Transactions.  Seller and Shareholders also shall cooperate  with
Buyer  and  its Representatives with respect to all filings  that
Buyer elects to make or, pursuant to legal requirements, shall be
required   to   make   in   connection  with   the   Contemplated
Transactions.  Seller and Shareholders also shall cooperate  with
Buyer and its Representatives in obtaining all Material Consents.

5.5   NOTIFICATION

      Between the date of this Agreement and the Closing,  Seller
shall  promptly  notify Buyer in writing if any of  them  becomes
aware  of (a) any fact or condition that causes or constitutes  a
Breach of any of Seller's representations and warranties made  as
of  the  date of this Agreement or (b) the occurrence  after  the
date of this Agreement of any fact or condition that would or  be
reasonably  likely to (except as expressly contemplated  by  this
Agreement)   cause   or  constitute  a   Breach   of   any   such
representation  or warranty had that representation  or  warranty
been  made  as  of  the time of the occurrence  of,  or  Seller's
discovery  of, such fact or condition.  During the  same  period,
Seller also shall promptly notify Buyer of the occurrence of  any
Breach  of  any covenant of Seller in this Section 5  or  of  the
occurrence  of  any event that may make the satisfaction  of  the
conditions in Section 7 impossible or unlikely.

5.6   REASONABLE COMMERCIAL EFFORTS

       Seller  and  Shareholders  shall  use  their  Commercially
Reasonable  Efforts  to cause the conditions  in  Section  7  and
Section 8.3 to be satisfied.

5.7   CHANGE OF NAME

      On  or  before the Closing Date, Seller shall (a) file  the
appropriate documents to amend its Governing Documents  and  take
all   other  actions  necessary  to  change  its  name   to   one
sufficiently  dissimilar  to Seller's present  name,  in  Buyer's
judgment,  to avoid confusion and (b) take all actions  requested
by  Buyer to enable Buyer to change its name to Seller's  present
name.


                                                                 30

<PAGE>


5.8  PAYMENT OF LIABILITIES

     Seller shall pay or otherwise satisfy in the Ordinary Course
of  Business all of its Liabilities and obligations.   Buyer  and
Seller  hereby waive compliance with the bulk-transfer provisions
of  the Uniform Commercial Code (or any similar law) ("Bulk Sales
Laws") in connection with the Contemplated Transactions.

5.9  NO NEGOTIATION

      Until  such  time  as  this Agreement shall  be  terminated
pursuant to Section 9.1, neither Seller nor any Shareholder shall
directly  solicit, initiate, encourage any inquiries or proposals
from,   discuss   or  negotiate  with,  provide   any   nonpublic
information to or from any Person (other than Buyer) relating  to
any  business combination transaction involving Seller, including
the  sale  by  Shareholders  of Seller's  stock,  the  merger  or
consolidation of Seller or the sale of Seller's business  or  any
of the Assets (other than in the Ordinary Course of Business).

6.   COVENANTS OF BUYER PRIOR TO CLOSING

6.1  REQUIRED APPROVALS

     As promptly as practicable after the date of this Agreement,
Buyer shall make, or cause to be made, all filings required to be
made  by  it  to  consummate this Agreement.   Buyer  also  shall
cooperate,  and  cause  its Related Persons  to  cooperate,  with
Seller  (a) with respect to all filings Seller shall be  required
to make hereunder and (b) in obtaining all Consents identified in
Section  8.3, provided, however, that Buyer shall not be required
to  dispose  of  or make any change to its business,  expend  any
material funds or incur any other burden in order to comply  with
this Section 6.1.

6.2  BEST EFFORTS

      Buyer shall use its Best Efforts to cause the conditions in
Section 8 and Section 7.3 to be satisfied.

7.   CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

      Buyer's  obligation to purchase the Assets and to take  the
other  actions  required to be taken by Buyer at the  Closing  is
subject to the satisfaction, at or prior to the Closing, of  each
of the following conditions (any of which may be waived by Buyer,
in whole or in part):

7.1  ACCURACY OF REPRESENTATIONS

     (a)   All of Seller's representations and warranties in this
     Agreement  (considered  collectively),  and  each  of  these
     representations  and  warranties (considered  individually),
     shall have been accurate in all material respects as of  the
     date  of  this  Agreement,  and shall  be  accurate  in  all
     material respects as of the time of the Closing as  if  then
     made.


                                                                 31

<PAGE>


     (b)   Each of the representations and warranties in Sections
     3.2(a)  and  3.4,  and  each  of  the  representations   and
     warranties  in  this  Agreement  that  contains  an  express
     materiality qualification, shall have been accurate  in  all
     respects  as  of the date of this Agreement,  and  shall  be
     accurate in all respects as of the time of the Closing as if
     then made.

7.2  SELLER'S PERFORMANCE

      All  of  the  covenants  and obligations  that  Seller  and
Shareholders  are required to perform or to comply with  pursuant
to  this  Agreement  at  or  prior  to  the  Closing  (considered
collectively),  and  each  of  these  covenants  and  obligations
(considered  individually), shall have been  duly  performed  and
complied with in all material respects.

7.3  CONSENTS

      Each  of  the  Consents identified  in  Schedule  7.3  (the
"Material  Consents") shall have been obtained and  shall  be  in
full  force and effect (unless otherwise provided for in  Section
2.9).

7.4  ADDITIONAL DOCUMENTS

      Seller and Shareholders shall have caused the documents and
instruments   required  by  Section  2.8(a)  and  the   following
documents  to be delivered (or tendered subject only to  Closing)
to Buyer:

     (a)   The   Certificated Articles of Incorporation  and  all
     amendments thereto of Seller, duly certified as of a  recent
     date  by  the  Secretary  of State of  the  jurisdiction  of
     Seller's incorporation;

       (b) Releases of all Encumbrances on the Assets, other than
     Permitted Encumbrances and the Assumed Liabilities Escrow;

     (c)   Certificates dated as of a date not earlier  than  the
     tenth  (10th) business day prior to the Closing  as  to  the
     good standing of Seller;

     (d)   Such  other documents as Buyer may reasonably  request
     for the purpose of:
          (i)    evidencing  the  accuracy  of  any  of  Seller's
          representations and warranties;
          (ii)  evidencing  the performance by Seller  or  either
          Shareholder of, or the compliance by Seller  or  either
          Shareholder  with, any covenant or obligation  required
          to  be  performed or complied with by  Seller  or  such
          Shareholder;
          (iii)      evidencing the satisfaction of any condition
          referred to in this Section 7; or
          (iv)   otherwise   facilitating  the  consummation   or
          performance of  this Agreement.


                                                                 32

<PAGE>


     (e)   A  statement from the holder of each note and mortgage
     listed  on  Schedule  A,  if any, dated  the  Closing  Date,
     setting forth the principal amount then outstanding  on  the
     indebtedness  represented by such note or  secured  by  such
     mortgage, the interest rate thereon and a statement  to  the
     effect  that Seller, as obligor under such note or mortgage,
     is not in default under any of the provisions     thereof;

7.5  NO PROCEEDINGS

      Since the date of this Agreement, there shall not have been
commenced  or  threatened against Buyer, or against  any  Related
Person  of Buyer, any Proceeding (a) involving any challenge  to,
or  seeking  Damages  or  other relief in connection  with,  this
Agreement  or  (b)  that  may  have  the  effect  of  preventing,
delaying,  making illegal, imposing limitations or conditions  on
or otherwise interfering with this Agreement.

7.6  NO CONFLICT

      Neither the consummation nor the performance of any portion
of  this  Agreement will, directly or indirectly (with or without
notice  or lapse of time), contravene or conflict with or  result
in  a  violation of or cause Buyer or any Related Person of Buyer
to  suffer any adverse consequence under (a) any applicable legal
requirement or order or (b) any legal requirement or  order  that
has been published, introduced or otherwise proposed by or before
any Governmental Body, excluding Bulk Sales Laws.

7.7  GOVERNMENTAL AUTHORIZATIONS

      Buyer  shall have received such Governmental Authorizations
as  are  necessary  or desirable to allow Buyer  to  operate  the
Assets from and after the Closing.

7.8 EMPLOYEES

     (a)  Scott Devine and Drake Maples, or substitutes therefore
     who  shall  be acceptable to Buyer, in its sole  discretion,
     shall  have  accepted the Employment Agreements  with  Buyer
     with  such  employment to commence on and as of the  Closing
     Date.   In the event that an Employment Agreement cannot  be
     reached with either Scott Devine or Drake Maples, the  Buyer
     shall pay at Closing the amount of six month's severance  to
     them  (based upon their monthly compensation with the Seller
     immediately prior to the Closing Date).

     (b)   Substantially all other employees of Seller  shall  be
     available  for  hiring by Buyer, in its sole discretion,  on
     and as of the Closing Date.

     (c)   With  regard to the key employees, at  Closing,  Buyer
     will  agree to: (i) employ some or all of the key  employees
     with   a   compensation   package  commensurate   with   the


                                                                 33

<PAGE>


     compensation  package they received as employees  of  Seller
     and providing them with continued security in the form of  a
     post-Closing  severance policy (the "post-Closing  severance
     policy");  or  (ii) at Closing, pay to each  respective  key
     employee,  who  is  not employed by Buyer  at  Closing,  the
     amount  of one month's compensation (based on the amount  of
     their  compensation while employed by Seller) for each  year
     such  key  employee was retained by the Seller (the "Closing
     severance  payment").  For purposes of this Agreement,  "key
     employees"  shall  be Mike Harrington,  Craig  Foster,  Rich
     Chiba,  Cliff Smith, Bob Wilson, Sylvia Schoenwetter,  Joyce
     Contos,  and  Terry  Richmond.  The  post-Closing  severance
     policy  shall be as follows: during the first six (6) months
     after  the  Closing, any key employee who is  terminated  by
     Buyer  shall  be  entitled to the  amount  they  would  have
     received  as  a Closing severance payment, or following  the
     six (6) month period after the Closing, any key employee who
     is  terminated by Buyer shall be entitled to a severance  in
     the  amount of six (6) month's compensation (except for Mike
     Harrington,   who   shall   be  entitled   to   12   month's
     compensation).  Notwithstanding  the  foregoing,   severance
     shall  not  be owed to any employee who is fired  for  cause
     (e.g., insubordination, negligence, fraud or failure to work
     in good faith using reasonable efforts in a manner customary
     for the type of position held by such employee).

8.  CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE

     Seller's obligation to sell the Assets and to take the other
actions  required to be taken by Seller at the Closing is subject
to  the satisfaction, at or prior to the Closing, of each of  the
following  conditions (any of which may be waived  by  Seller  in
whole or in part):

8.1  ACCURACY OF REPRESENTATIONS

      All  of  Buyer's  representations and  warranties  in  this
Agreement   (considered  collectively),   and   each   of   these
representations  and warranties (considered individually),  shall
have  been  accurate in all material respects as of the  date  of
this Agreement and shall be accurate in all material respects  as
of the time of the Closing as if then made.

8.2  BUYER'S PERFORMANCE

      All of the covenants and obligations that Buyer is required
to  perform  or to comply with pursuant to this Agreement  at  or
prior to the Closing (considered collectively), and each of these
covenants  and obligations (considered individually), shall  have
been performed and complied with in all material respects.

8.3  CONSENTS

      Each of the Consents shall have been obtained and shall  be
in full force and effect.


                                                                 34

<PAGE>


8.4  ADDITIONAL DOCUMENTS

      Buyer  shall  have  caused  the documents  and  instruments
required  by  Section 2.8(b) and the following  documents  to  be
delivered  (or  tendered subject only to Closing) to  Seller  and
Shareholders:

     (a)   an opinion of Buyer's Counsel, dated the Closing Date,
     in the form of Schedule 8.4; and

      (b)   such other documents as Seller may reasonably request
for the purpose of

          (i)   evidencing the accuracy of any representation  or
          warranty of Buyer,
          (ii)  evidencing the performance by Buyer  of,  or  the
          compliance  by  Buyer with, any covenant or  obligation
          required to be performed or complied with by Buyer,
          (iii)      evidencing the satisfaction of any condition
          referred to in this Article 8.

8.5  NO INJUNCTION

      There  shall not be in effect any legal requirement or  any
injunction or other Order that (a) prohibits the consummation  of
this  Agreement  and  (b)  has been adopted  or  issued,  or  has
otherwise become effective, since the date of this Agreement.

8.6  EMPLOYEES

     (a)  Scott Devine and Drake Maples, or substitutes therefore
     who  shall  be acceptable to Buyer, in its sole  discretion,
     shall  have  accepted the Employment Agreements  with  Buyer
     with  such  employment to commence on and as of the  Closing
     Date.   In the event that an Employment Agreement cannot  be
     reached with either Scott Devine or Drake Maples, the  Buyer
     shall pay at Closing the amount of six month's severance  to
     them  (based upon their monthly compensation with the Seller
     immediately prior to the Closing Date).

     (b)   With  regard to the key employees, at  Closing,  Buyer
     will  agree to: (i) employ some or all of the key  employees
     with   a   compensation   package  commensurate   with   the
     compensation  package they received as employees  of  Seller
     and providing them with continued security in the form of  a
     post-Closing  severance policy (the "post-Closing  severance
     policy");  or  (ii) at Closing, pay to each  respective  key
     employee,  who  is  not employed by Buyer  at  Closing,  the
     amount  of one month's compensation (based on the amount  of
     their  compensation while employed by Seller) for each  year
     such  key  employee was retained by the Seller (the "Closing
     severance  payment").  For purposes of this Agreement,  "key
     employees"  shall  be Mike Harrington,  Craig  Foster,  Rich
     Chiba,  Cliff Smith, Bob Wilson, Sylvia Schoenwetter,  Joyce
     Contos,  and  Terry  Richmond.  The  post-Closing  severance
     policy  shall be as follows: during the first six (6) months
     after  the  Closing, any key employee who is  terminated  by
     Buyer  shall  be  entitled to the  amount  they  would  have
     received  as  a Closing severance payment, or following  the
     six (6) month period after the Closing, any key employee who
     is  terminated by Buyer shall be entitled to a severance  in
     the  amount of six (6) month's compensation (except for Mike


                                                                 35

<PAGE>


     Harrington,   who   shall   be  entitled   to   12   month's
     compensation).  Notwithstanding  the  foregoing,   severance
     shall  not  be owed to any employee who is fired  for  cause
     (e.g., insubordination, negligence, fraud or failure to work
     in good faith using reasonable efforts in a manner customary
     for the type of position held by such employee).

9.   TERMINATION

9.1  TERMINATION EVENTS

      By  notice given prior to or at the Closing, this Agreement
may be terminated as follows:

     (a)   by Buyer if a material Breach of any provision of this
     Agreement  has been committed by Seller or Shareholders  and
     such  Breach has not been waived by Buyer or cured by Seller
     within ten (10) days of written notice delivered from  Buyer
     to Seller;

     (b)  by Seller if a material Breach of any provision of this
     Agreement  has been committed by Buyer and such  Breach  has
     not been waived by Seller;

     (c)   by  Buyer if any condition in Section 7 has  not  been
     satisfied as of the Closing Date or if satisfaction of  such
     a  condition  by  such date is or becomes impossible  (other
     than  through  the  failure  of Buyer  to  comply  with  its
     obligations under this Agreement), and Buyer has not  waived
     such condition on or before such date;

     (d)   by  Seller if any condition in Section 8 has not  been
     satisfied as of the Closing Date or if satisfaction of  such
     a  condition  by  such date is or becomes impossible  (other
     than  through  the failure of Seller or the Shareholders  to
     comply  with  their obligations under this  Agreement),  and
     Seller has not waived such condition on or before such date;

     (e)   by Seller if the Net Proceeds From Sale (as calculated
     in accordance with Schedule 9.1(e)) are less than $5,237,152
     at  Closing  and Buyer does not agree to pay  an  additional
     purchase  price  amount to Seller at  Closing  necessary  to
     increase  the  Net  Proceeds From  Sale  to  the  amount  of
     $5,237,152; or

     (f)  by mutual consent of Buyer and Seller.

9.2  EFFECT OF TERMINATION

     Each party's right of termination under this Section 9 is an
election  of remedies.  If this Agreement is terminated  pursuant
to  Section  9.1,  all  obligations of  the  parties  under  this
Agreement  will  terminate, except that the  obligations  of  the
parties  in  Sections  9.2, 10 and 11,  will  survive,  provided,
further  , that, if this Agreement is terminated prior to Closing
pursuant  to Section 9.1, the Seller shall be entitled to  retain
the  $75,000.00  payment from Buyer as its sole exclusive  remedy
(other  than Damages arising from a breach of Buyer's obligations
in  Sections 9.2, 10, and 11) and the parties shall have no other
obligations  under this Agreement (other than those  in  Sections
9.2,  10 and 11).  In the event Seller fails to close for reasons
other  than  those  set  forth in Section  9.1,  Buyer  shall  be
entitled to specific performance.


                                                                 36

<PAGE>


10. ADDITIONAL COVENANTS

10.1 EMPLOYEES AND EMPLOYEE BENEFITS

     (a)   Information on Active Employees. For  the  purpose  of
           -------------------------------
     this  Agreement, the term "Active Employees" shall mean  all
     employees  employed on the Closing Date by  Seller  for  its
     business  who are employed exclusively in Seller's  business
     as  currently  conducted, including employees  on  temporary
     leave  of  absence, including family medical leave, military
     leave,  temporary  disability or sick leave,  but  excluding
     employees on long-term disability leave.


     (b)  Employment of Active Employees by Buyer.
          ---------------------------------------

          (i)    Buyer  is  not  obligated  to  hire  any  Active
          Employee.  Buyer will provide Seller  with  a  list  of
          Active  Employees to whom Buyer has made  an  offer  of
          employment  that has been accepted to be  effective  on
          the   Closing  Date  (the  "Hired  Active  Employees").
          Subject   to  Legal  Requirements,  Buyer   will   have
          reasonable  access  to  the  Facilities  and  personnel
          Records (including performance appraisals, disciplinary
          actions, grievances and medical Records) of Seller  for
          the  purpose of preparing for and conducting employment
          interviews  with all Active Employees and will  conduct
          the  interviews as expeditiously as possible  prior  to
          the  Closing Date.  Access will be provided  by  Seller
          upon  reasonable  prior notice during  normal  business
          hours. Effective immediately before the Closing, Seller
          will  terminate  the employment of  all  of  its  Hired
          Active Employees.  In addition to its other obligations
          hereunder,  Buyer agrees to pay severance  payments  to
          each  Active  Employee that is not  employed  by  Buyer
          immediately after the Closing consistent with  Seller's
          existing severance policy.  The severance amounts  made
          to  the Active Employees that are not employed by Buyer
          shall  not be used to reduce the Purchase Price in  any
          way,  but  shall  otherwise be  considered  an  Assumed
          Liability.
          (ii)  Neither  Seller  nor any  Shareholder  nor  their
          Related  Persons shall solicit the continued employment
          of  any  Active  Employee (unless and until  Buyer  has
          informed  Seller in writing that the particular  Active
          Employee  will  not receive any employment  offer  from
          Buyer)  or the employment of any Hired Active  Employee
          after  the Closing.  Buyer shall inform Seller promptly
          of  the identities of those Active Employees to whom it
          will not make employment offers.

          (c)  Salaries and Benefits. Seller shall be responsible
               ---------------------
     for  the payment of all accrued wages and other remuneration
     due  to  Active Employees with respect to their services  as
     employees  of  Seller  presented  on  the  Final  Net  Asset
     Statement through the close of business on the Closing Date,
     excluding  all accrued vacation pay as of the  Closing  Date
     (which  are  part  of  the  Assumed  Liabilities).   It   is
     understood that all severance obligations are being  assumed
     by Buyer.


                                                                 37

<PAGE>


           (d)       Establishment  of Benefit  Plans  for  Hired
                     --------------------------------------------
     Active  Employees.   Effective on the  Closing  Date,  Buyer
     -----------------
     shall  establish or maintain for the Hired Active Employees,
     employee    plans   and   employee   benefit    arrangements
     (collectively,  "Benefit Plans") that in the  aggregate  are
     comparable economically to the Employee Plans set  forth  on
     Schedule  3.11.  All such Benefit Plans shall  credit  Hired
     Active  Employees  for  years of  service  with  Seller  for
     purposes   of  eligibility  and  vesting.   To  the   extent
     allowable  under Section 401(k) of the Code and  regulations
     issued  thereunder, Hired Active Employees shall be eligible
     to  receive,  at  their  election, a distribution  of  their
     account  balance from Seller's 401(k) plan, and Buyer  shall
     cause  a  401(k)  plan  established or maintained  by  Buyer
     pursuant  to  this  Agreement to  accept  rollover  of  such
     distributions.   Buyer shall coordinate with  Seller  in  an
     effort   to   ensure,   to   the   extent   administratively
     practicable, that the annual dollar limits applicable  under
     Section 402(g) of the Code for the year in which the Closing
     Date  occurs  shall  not be exceeded  by  any  Hired  Active
     Employee.

            (e)   COBRA  Liability.   Seller  shall  retain   the
                  ----------------
     liability   and   obligation  (if  any)   to   provide   any
     continuation  of group health coverage required  under  Code
     Section  4980B  or  ERISA Sections 601 through  608  ("COBRA
     Coverage")  with  respect to any Hired  Active  Employee  or
     "qualified  beneficiary" (as defined in Code Section  4980B)
     of  such  Hired  Active Employee whose  initial  "qualifying
     event" (as defined in Code Section 4980B) occurred prior  to
     the  Closing  Date.  Buyer agrees to provide  administrative
     support  to  assist in any COBRA administrative  duties  for
     employees who are not retained at Closing and to offer COBRA
     Coverage   through  its  group  health  coverage  for   such
     employees  who  are  not employed by Buyer  at  Closing  (if
     administratively possible).

           (f)  Flexible Spending Accounts.  Effective as of  the
                --------------------------
     Closing  Date,  Seller shall transfer (i) the  positive  net
     amount  of  the aggregate account balances, or the  negative
     net  account  balances, as the case may  be,  of  the  Hired
     Active  Employees  maintained  under  Seller's  health  care
     flexible  spending  account  plan  ("Seller's  Health   Care
     Accounts") and (ii) the positive net amount of the aggregate
     account  balances  of the Hired Active Employees  maintained
     under  Seller's  dependent  care flexible  spending  account
     plan.   Buyer  will  pay or cause to be  paid  all  eligible
     health  care  or  dependent care claims  incurred  by  Hired
     Active  Employees during the plan year in which the  Closing
     Date occurs which remain unpaid as of the Closing Date.

10.2  NONCOMPETITION, NONSOLICITATION AND NONDISPARAGEMENT

     (a)   Noncompetition.    In  the  event  this  Agreement  is
           --------------
     Terminated  for  any reason, the Buyer  agrees  that  for  a
     period  of  five (5) years from the date of this  Agreement,
     Buyer,  shall  not, directly or indirectly invest  in,  own,
     manage,  operate, finance, control, advise, render  services
     to  or guarantee the obligations of any Person engaged in or
     planning  to  become  engaged in the  business  of  selling,
     marketing, distributing and/or reselling waders or  products
     to  resellers that are competitive with Seller's products as
     of  the  date  of  this  Agreement  ("Competing  Business"),
     provided,  however, that Buyer may (i) acquire retailers  or
     mail order business that sell directly to the consumer; (ii)
     pursue  (either  itself  or through  its  subsidiaries)  the
     Buyer's  current  business of licensing  products  to  third
     parties; or (iii) purchase or otherwise acquire up  to  (but
     not  more  than)  five  percent (5%) of  any  class  of  the


                                                                 38

<PAGE>


     securities  of any Person (but may not otherwise participate
     in  the  activities of such Person) if such  securities  are
     listed  on  any national or regional securities exchange  or
     have  been  registered under Section 12(g) of  the  Exchange
     Act.   That the parties acknowledge that this noncompetition
     provision is made in connection with the disclosure  of  due
     diligence  materials  that  would  not  otherwise  be   made
     available to Buyer.

     (b)   Nonsolicitation.  In  the  event  this  Agreement   is
           ---------------
     Terminated  for  any reason, the Buyer  agrees  that  for  a
     period  of  five (5) years from the date of this  Agreement,
     Buyer  shall not, directly or indirectly (including  without
     limitation as independent contractor):

          (i)   solicit  the  business of any  Person  who  is  a
          customer of Seller in the Sellers line of business;
          (ii)  cause, induce or attempt to cause or  induce  any
          customer,  supplier,  licensee,  licensor,  franchisee,
          employee,  consultant  or other  business  relation  of
          Seller  to  cease doing business with Seller,  to  deal
          with  any  competitor of Seller or in any way interfere
          with its relationship with Seller;
          (iii)      cause, induce or attempt to cause or  induce
          any customer, supplier, licensee, licensor, franchisee,
          employee,  consultant  or other  business  relation  of
          Seller on the Closing Date or within the year preceding
          the  Closing Date to cease doing business with  Seller,
          to  deal  with any competitor of Seller or in  any  way
          interfere with its relationship with Seller; or
          (iv)  hire,  retain or attempt to hire  or  retain  any
          employee or independent contractor of Seller or in  any
          way  interfere with the relationship between Seller and
          any of its employees or independent contractors.

     (c)   Nondisparagement.  In  the  event  this  Agreement  is
           ----------------
     Terminated  for any reason, Buyer will not disparage  Seller
     or   any  of  Seller's  shareholders,  directors,  officers,
     employees or agents, and Seller will not disparage Buyer  or
     any  of Buyer's shareholders, directors, officers, employees
     or agents.

     (d)  Confidentiality Agreement.  In the event this Agreement
          -------------------------
     is  Terminated  for any reason, the parties agree  that  the
     terms of the Confidentiality Agreement shall continue.

     (e)   Modification  of Covenant. If a final  judgment  of  a
           -------------------------
     court or tribunal of competent jurisdiction determines  that
     any  term or provision contained in Section 10.2(a)  through
     (d) is invalid or unenforceable, then the parties agree that
     the  court  or  tribunal will have the power to  reduce  the
     scope, duration or geographic area of the term or provision,
     to  delete  specific  words or phrases  or  to  replace  any
     invalid  or unenforceable term or provision with a  term  or
     provision  that  is  valid and enforceable  and  that  comes
     closest  to  expressing  the intention  of  the  invalid  or
     unenforceable term or provision. This Section 10.2  will  be
     enforceable as so modified after the expiration of the  time
     within  which  the judgment may be appealed.   This  Section
     10.2  is  reasonable and necessary to protect  and  preserve
     Seller's legitimate business interests and the value of  the
     Assets  and  to  prevent any unfair advantage  conferred  on
     Buyer by the disclosure of such confidential information.


                                                                 39

<PAGE>


10.3  FURTHER ASSURANCES

      Subject to the provision in Section 6.1, the parties  shall
cooperate  reasonably with each other and with  their  respective
Representatives in connection with any steps required to be taken
as part of their respective obligations under this Agreement, and
shall  (a)  furnish  upon  request to  each  other  such  further
information;  (b)  execute and deliver to each other  such  other
documents;  and  (c) do such other acts and things,  all  as  the
other  party  may reasonably request for the purpose of  carrying
out   the   intent   of  this  Agreement  and  the   Contemplated
Transactions.

10.4  INSPECTION OF RECORDS; POST CLOSING ADMINISTRATION

     Seller and Buyer shall each retain and make their respective
books  and  records (including work papers in the  possession  of
their  respective  accountants) available for inspection  by  the
other  party,  or  by  its duly accredited  representatives,  for
reasonable  business  purposes at  all  reasonable  times  during
normal business hours, for a seven (7) year period after the date
hereof,  upon reasonable advance written notice, with respect  to
all  transactions of Seller occurring prior to and those relating
to  the  Closing, and the historical financial condition, assets,
liabilities, operations and cash flows of Seller.  In the case of
records owned by Seller, such records shall be made available  at
Buyer's  executive  offices.  As used in this Section  10.4,  the
right  of  inspection  includes the right  to  make  extracts  or
copies.  The representative of a party inspecting the records  of
the  other  party shall be reasonably satisfactory to  the  other
party.   Buyer  agrees that when requested to do so,  Buyer  will
assume  Seller's  post-closing administrative duties  (including,
providing reasonable personnel) or make the records available  to
Seller or Seller's agents, for performing the duties.

11. INDEMNIFICATION; REMEDIES

11.1 SURVIVAL

      All  representations, warranties, covenants and obligations
in this Agreement, the certificates delivered pursuant to Section
7.4  and any other certificate or document delivered pursuant  to
this Agreement shall survive the Closing and the consummation  of
this Agreement, subject to Sections 11.6 and 11.7

11.2 INDEMNIFICATION AND REIMBURSEMENT BY SELLER

      Seller  will indemnify and hold harmless Buyer, and subject
to Sections 11.6 and 11.7 hereof will reimburse the Buyer for any
actual  loss,  liability, claim, damage (excluding  any  and  all
punitive,   exemplary,   or   consequential   damages),   expense
(including  reasonable attorneys' fees and expenses), whether  or
not  involving  a  Third-Party Claim  (collectively,  "Damages"),
arising from or in connection with:


                                                                 40

<PAGE>


     (a)  any Liability arising out of the ownership or operation
     of  the  Assets prior to the Effective Time other  than  the
     Assumed Liabilities;

      (b)    any  noncompliance  with  any  Bulk  Sales  Laws  or
fraudulent transfer law;

      (c)   any Employee Plan established or maintained by Seller
for matters occurring prior   to Closing;

      (d)   a breach of any representation, warranty, or covenant
of Buyer; or

     (e)  any Excluded Liabilities.

      Buyer  will  be  entitled to control  any  Proceeding  with
respect to which indemnity may be sought under this Section  11.2
and  relating to a Third Party Claim. The procedure described  in
Section  11.4 will apply to any claim solely for monetary damages
relating to a matter covered by this Section 11.2.  The claim for
indemnification  by Buyer shall be its sole and exclusive  remedy
against Seller.

11.3  INDEMNIFICATION AND REIMBURSEMENT BY BUYER

      Buyer  will  indemnify and hold harmless Seller,  and  will
reimburse  Seller, for any Damages arising from or in  connection
with:

     (a)   any claim by any Person for brokerage or finder's fees
     or  commissions or similar payments based upon any agreement
     or  understanding alleged to have been made by  such  Person
     with  Buyer  (or  any  Person acting on Buyer's  behalf)  in
     connection with any of the Contemplated Transactions;

     (b)   a  breach of any representation, warranty, or covenant
     of Buyer;

     (c)  any Assumed Liabilities;

     (d)  any Seller Contracts; and

     (e)  any Employee Plan for matters occurring post Closing.

11.4  THIRD-PARTY CLAIMS

     (a)   Promptly  after  receipt  by  a  Person  entitled   to
     indemnity  under  Section  11.2  or  11.3  (an  "Indemnified
     Person")  of notice of the assertion of a Third-Party  Claim
     against it, such Indemnified Person shall give notice to the
     Person  obligated  to  indemnify  under  such  Section   (an
     "Indemnifying Person") of the assertion of such  Third-Party
     Claim,  provided that the failure to notify the Indemnifying
     Person  will  not  relieve the Indemnifying  Person  of  any
     liability that it may have to any Indemnified Person, except
     to the extent that the Indemnifying Person demonstrates that
     the  defense of such Third-Party Claim is prejudiced by  the
     Indemnified Person's failure to give such notice.


                                                                 41

<PAGE>


     (b)    If   an  Indemnified  Person  gives  notice  to   the
     Indemnifying  Person  pursuant to  Section  11.4(a)  of  the
     assertion  of  a Third-Party Claim, the Indemnifying  Person
     shall  be  entitled to participate in the  defense  of  such
     Third-Party Claim and, to the extent that it wishes  (unless
     (i)  the  Indemnifying Person is also a Person against  whom
     the  Third-Party  Claim is made and the  Indemnified  Person
     determines in good faith that joint representation would  be
     inappropriate  or  (ii)  the Indemnifying  Person  fails  to
     provide  reasonable assurance to the Indemnified  Person  of
     its  financial capacity to defend such Third-Party Claim and
     provide  indemnification with respect  to  such  Third-Party
     Claim), to assume the defense of such Third-Party Claim with
     counsel  satisfactory  to  the  Indemnified  Person.   After
     notice  from  the  Indemnifying Person  to  the  Indemnified
     Person  of  its  election  to assume  the  defense  of  such
     Third-Party  Claim, the Indemnifying Person  shall  not,  so
     long  as  it diligently conducts such defense, be liable  to
     the Indemnified Person under this Section 11 for any fees of
     other  counsel  or any other expenses with  respect  to  the
     defense of such Third-Party Claim, in each case subsequently
     incurred  by the Indemnified Person in connection  with  the
     defense  of  such  Third-Party Claim, other than  reasonable
     costs  of investigation.  If the Indemnifying Person assumes
     the defense of a Third-Party Claim, (i) such assumption will
     conclusively  establish for purposes of this Agreement  that
     the  claims  made in that Third-Party Claim are  within  the
     scope  of  and  subject  to  indemnification,  and  (ii)  no
     compromise or settlement of such Third-Party Claims  may  be
     effected  by the Indemnifying Person without the Indemnified
     Person's Consent unless (A) there is no finding or admission
     of  any  violation of Legal Requirement or any violation  of
     the  rights  of any Person; (B) the sole relief provided  is
     monetary  damages that are paid in full by the  Indemnifying
     Person;  and  (C)  the  Indemnified  Person  shall  have  no
     liability  with respect to any compromise or  settlement  of
     such  Third-Party Claims effected without  its  Consent.  If
     notice  is  given to an Indemnifying Person of the assertion
     of  any  Third-Party Claim and the Indemnifying Person  does
     not,  within  ten  (10) days after the Indemnified  Person's
     notice  is  given, give notice to the Indemnified Person  of
     its  election  to  assume the defense  of  such  Third-Party
     Claim,  the  Indemnifying  Person  will  be  bound  by   any
     determination  made  in  such  Third-Party  Claim   or   any
     compromise or settlement effected by the Indemnified Person.

     (c)  Notwithstanding the foregoing, if an Indemnified Person
     determines   in  good  faith  that  there  is  a  reasonable
     probability that a Third-Party Claim may adversely affect it
     or  its  Related Persons other than as a result of  monetary
     damages  for  which it would be entitled to  indemnification
     under  this Agreement, the Indemnified Person may, by notice
     to  the  Indemnifying Person, assume the exclusive right  to
     defend, compromise or settle such Third-Party Claim, but the
     Indemnifying  Person will not be bound by any  determination
     of  any  Third-Party Claim so defended for the  purposes  of
     this  Agreement  or  any compromise or  settlement  effected
     without   its   Consent  (which  may  not  be   unreasonably
     withheld).

     (d)   With  respect  to  any Third-Party  Claim  subject  to
     indemnification  under  this  Section  11:  (i)   both   the
     Indemnified Person and the Indemnifying Person, as the  case
     may  be, shall keep the other Person fully informed  of  the
     status of such Third-Party Claim and any related proceedings


                                                                 42

<PAGE>


     at  all  stages thereof where such Person is not represented
     by  its own counsel, and (ii) the parties agree (each at its
     own expense) to render to each other such assistance as they
     may  reasonably  require of each other and to  cooperate  in
     good faith with each other in order to ensure the proper and
     adequate defense of any Third-Party Claim.

     (e)   With  respect  to  any Third-Party  Claim  subject  to
     indemnification under this Section 11, the parties agree  to
     cooperate  in such a manner as to preserve in full  (to  the
     extent  possible)  the confidentiality of  all  Confidential
     Information   and   the  attorney-client  and   work-product
     privileges. In connection therewith, each party agrees that:
     (i)  it  will  use  its  best efforts,  in  respect  of  any
     Third-Party Claim in which it has assumed or participated in
     the defense, to avoid production of confidential information
     (consistent with applicable law and rules of procedure), and
     (ii) all communications between any party hereto and counsel
     responsible  for  or  participating in the  defense  of  any
     Third-Party Claim shall, to the extent possible, be made  so
     as   to   preserve   any   applicable   attorney-client   or
     work-product privilege.

11.5  OTHER CLAIMS

           (a)   A  claim for indemnification for any matter  not
     involving  a Third-Party Claim may be asserted by notice  to
     the  party from whom indemnification is sought and shall  be
     made  in  a  written statement signed by the  party  seeking
     indemnification  which shall specify  in  reasonable  detail
     each  individual  item  of damage and the  estimated  amount
     thereof, the date such item was claimed or the facts  giving
     rise  to  such  claim were discovered,  the  basis  for  any
     alleged  liability and the nature of the breach or claim  to
     which each such item is related.

           (b)  If the indemnifying party does not pay the amount
     specified  in  any  such statement within thirty  (30)  days
     after   it   has   been  delivered  by  the  party   seeking
     indemnification,  the  party  seeking  indemnification   may
     enforce its right in accordance with law.

11.6 LIMITATIONS ON AMOUNT

      Notwithstanding  any provisions of this  Agreement  to  the
contrary,  Seller shall have no liability with respect to  claims
for  indemnification under this Agreement other than for  Damages
that   are   in   the   aggregate  less  than   $1,000,000   (the
"Indemnification Cap").  Furthermore, Seller shall not be  liable
for  indemnification  for  Damages until  the  actual  amount  of
Damages  exceeds,  in  the aggregate, the sum  of  $100,000  (the
"Indemnification  Threshold").  All Damages shall  be  determined
net  of any tax benefit or economic benefit to the Buyer, arising
in respect of or as a result of the matters for which the Damages
are   claimed;  or  insurance  proceeds  derived  (or  reasonably
expected  to  be  derived) by the party  or  parties  indemnified
hereunder  in  respect  thereof.  Buyer's indemnification  rights
under  this Agreement shall be Buyer's sole and exclusive  remedy
against Seller and Shareholders.


                                                                 43

<PAGE>


11.7  LIMITATIONS ON TIME

      Notwithstanding  any other provision to the  contrary,  the
representations, warranties, and covenants of Seller  shall  only
survive  closing for a period of one (1) year from  the  date  of
Closing.   The  Buyer  agrees that any claim for  indemnification
delivered  to Seller after one (1) year from the date of  Closing
shall  automatically  be denied by Seller, and  Buyer  agrees  to
release Seller and hold Seller harmless from any such claims.

12.  GENERAL PROVISIONS

12.1 EXPENSES

      Except as otherwise provided in this Agreement, each  party
to  this  Agreement  will bear its respective fees  and  expenses
incurred   in   connection  with  the  preparation,  negotiation,
execution  and performance of this Agreement and the Contemplated
Transactions,   including   all   fees   and   expense   of   its
Representatives.

12.2 PUBLIC ANNOUNCEMENTS

     No general discussion, public announcement, press release or
similar  publicity with respect to this Agreement will be  issued
at  all until after closing.  Seller and Buyer will consult  with
each  other  concerning  the means by which  Seller's  employees,
customers, suppliers and others having dealings with Seller  will
be  informed of this Agreement, and Buyer will have the right  to
be present for any such communication.  Buyer shall have a right,
subject  to adequate confidentiality agreements, to discuss  this
Agreement with its investors and financing sources.

12.3 NOTICES

      All  notices,  Consents, waivers and  other  communications
required  or permitted by this Agreement shall be in writing  and
shall  be  deemed  given to a party when  (a)  delivered  to  the
appropriate address by hand or by nationally recognized overnight
courier service (costs prepaid); (b) sent by facsimile or  e-mail
with  confirmation of transmission by the transmitting equipment;
or  (c)  received  or  rejected by  the  addressee,  if  sent  by
certified  mail, return receipt requested, in each  case  to  the
following  addresses, facsimile numbers or e-mail  addresses  and
marked  to  the  attention  of the  person  (by  name  or  title)
designated below (or to such other address, facsimile
number,  e-mail  address or person as a party  may  designate  by
notice to the other parties):


     Seller (before the Closing):  Hodgman, Inc.
                                   1750 Orchard Lane,
                                   Montgomery, IL  60538-1045
                                   Attention:  Ronald Foster
                                   Fax no.:  (630) 897-0885
                                   E-mail address:  none


                                                                 44

<PAGE>


      with a mandatory copy to:    Huck, Bouma, Martin, Jones &
                                   Bradshaw, P.C.
                                   1755 S. Naperville Rd, Ste. 200,
                                   Wheaton, IL 60187
                                   Attention:  William J. Strons
                                   Fax no.:  (630) 221-1756
                                   E-mail address:  wstrons@huckbouma.com
                                                    ---------------------

     Seller and Shareholders
     (after the Closing):          Ronald Foster and Scott Devine
                                   3S322 Deerpath Road,
                                   Batavia, IL 60510
                                   Attention:  Ronald Foster
                                   Fax no.:  None
                                   E-mail address:  None



      with a mandatory copy to:    Huck, Bouma, Martin, Jones &
                                   Bradshaw, P.C.
                                   1755 S. Naperville Rd, Ste. 200,
                                   Wheaton, IL 60187
                                   Attention:  William J. Strons
                                   Fax no.:  (630) 221-1756
                                   E-mail address:  wstrons@huckbouma.com
                                                    ---------------------

                    Buyer:         American Apparel & Accessories
                                   5310 S. Shackleford Road, Ste. D
                                   Little Rock, Arkansas 72204
                                   Attn:  John Lewis
                                   Fax no.: (501) 312-8780
                                   E-mail address:  jlewis@aol.com
                                                    --------------

     with a mandatory copy to:     Pender McCastlain & Ptak
                                   900 S. Shackleford, Ste. 705
                                   Little Rock, Arkansas 72211
                                   Attention:   Cal McCastlain
                                   Fax no.:  (501) 312-2021
                                   E-mail address:  calmc@pmppa.com
                                                    ---------------

12.4  WAIVER; REMEDIES CUMULATIVE

     The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither any failure nor any delay
by  any  party in exercising any right, power or privilege  under
this  Agreement  or  any of the documents  referred  to  in  this
Agreement  will  operate  as a waiver of  such  right,  power  or
privilege,  and no single or partial exercise of any such  right,
power or privilege will preclude any other or further exercise of
such  right,  power  or privilege or the exercise  of  any  other
right,  power  or privilege.  To the maximum extent permitted  by
applicable  law,  (a)  no  claim or right  arising  out  of  this
Agreement  or any of the documents referred to in this  Agreement
can  be discharged by one party, in whole or in part, by a waiver
or renunciation of the claim or right unless in writing signed by
the  other party; (b) no waiver that may be given by a party will
be  applicable except in the specific instance for  which  it  is


                                                                 45

<PAGE>


given; and (c) no notice to or demand on one party will be deemed
to be a waiver of any obligation of that party or of the right of
the  party  giving such notice or demand to take  further  action
without  notice  or demand as provided in this Agreement  or  the
documents referred to in this Agreement.

12.5  ENTIRE AGREEMENT AND MODIFICATION

      This  Agreement  supersedes all prior  agreements,  whether
written  or oral, between the parties with respect to its subject
matter  (including  any letter of intent and any  confidentiality
agreement  between Buyer and Seller) and constitutes (along  with
the  Schedules  and other documents delivered  pursuant  to  this
Agreement) a complete and exclusive statement of the terms of the
agreement between the parties with respect to its subject matter.
Any  disclosures made on one Schedule shall be deemed made on all
other   Schedules.    This  Agreement   may   not   be   amended,
supplemented, or otherwise modified except by a written agreement
executed by the party to be charged with the amendment.

12.6  ASSIGNMENTS, SUCCESSORS AND NO THIRD-PARTY RIGHTS

     No party may assign any of its rights or delegate any of its
obligations  under  this  Agreement  without  the  prior  written
consent of the other parties, except that Buyer may assign any of
its  rights  and  delegate  any of  its  obligations  under  this
Agreement to any Subsidiary of Buyer and may collaterally  assign
its  rights  hereunder  to  any financial  institution  providing
financing  in  connection with this Agreement.   Subject  to  the
preceding  sentence, this Agreement will apply to, be binding  in
all  respects upon and inure to the benefit of the successors and
permitted assigns of the parties.  Nothing expressed or  referred
to  in  this Agreement will be construed to give any Person other
than  the parties to this Agreement any legal or equitable right,
remedy  or claim under or with respect to this Agreement  or  any
provision of this Agreement, except such rights as shall inure to
a successor or permitted assignee pursuant to this Section 12.6.

12.7  SEVERABILITY

      If  any  provision  of this Agreement is  held  invalid  or
unenforceable by any court of competent jurisdiction,  the  other
provisions  of  this  Agreement will remain  in  full  force  and
effect.   Any  provision  of  this  Agreement  held  invalid   or
unenforceable  only in part or degree will remain in  full  force
and effect to the extent not held invalid or unenforceable.

12.8  CONSTRUCTION

      The headings of Articles and Sections in this Agreement are
provided   for   convenience  only  and  will  not   affect   its
construction or interpretation.  All references to "Articles" and
"Sections"  refer to the corresponding Articles and  Sections  of
this Agreement.


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12.9  TIME OF ESSENCE

      With  regard  to all dates and time periods  set  forth  or
referred to in this Agreement, time is of the essence.

12.10  GOVERNING LAW; FORUM

      This Agreement will be governed by and construed under  the
laws of the State of Illinois without regard to conflicts-of-laws
principles  that would require the application of any other  law.
Any  suit,  action or proceeding seeking to enforce any provision
of, or based on any right arising out of, this Agreement shall be
brought  against  any of the parties only in the  courts  of  the
State  of Illinois, County of Kane, or, if it has or can  acquire
the  necessary jurisdiction, in the United States District  Court
for  the  Northern District of Illinois, and each of the  parties
consents to the exclusive jurisdiction of such courts (and of the
appropriate  appellate courts) in any such action  or  proceeding
and  irrevocably  waives  any objection to  venue  laid  therein.
Process  in  any suit, action or proceeding referred  to  in  the
preceding  sentence may be served on any party  anywhere  in  the
world.

12.11  EXECUTION OF AGREEMENT

      This Agreement may be executed in one or more counterparts,
each  of  which  will be deemed to be an original  copy  of  this
Agreement  and all of which, when taken together, will be  deemed
to constitute one and the same agreement.  The exchange of copies
of   this   Agreement  and  of  signature  pages   by   facsimile
transmission shall constitute effective execution and delivery of
this  Agreement as to the parties and may be used in lieu of  the
original  Agreement for all purposes.  Signatures of the  parties
transmitted  by  facsimile shall be deemed to be  their  original
signatures for all purposes.



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     IN WITNESS WHEREOF, the parties have executed this Agreement
               as of the date first written above.


Buyer:
American Apparel & Accessories, Inc., an Arkansas corporation

By: /s/
   ----------------------------


Seller:
Hodgman, Inc., an Illinois
corporation

By: /s/
   ----------------------------
   Ronald W. Foster, President

For matters concerning Shareholders only:

/s/
--------------------------------
Ronald W. Foster, Individually and as Trustee  of
Ronald W. Foster 3 Year Grantor Retained Annuity Trust;
Ronald W. Foster 4 Year Grantor Retained Annuity Trust;
Ronald W. Foster 5 Year Grantor Retained Annuity Trust;
Ronald W. Foster 8 Year Grantor Retained Annuity Trust

/s/
--------------------------------
Sharlene Foster, as Trustee of
Sharlene Foster 5 Year Grantor Retained Annuity Trust;
Sharlene Foster 8 Year Grantor Retained Annuity Trust























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