ASSET PURCHASE AGREEMENT


     THIS  AGREEMENT is entered into this 7th day  of  September,
2000,   by  and  between  John  Unertl  Optical  Co.,   Inc.,   a
Pennsylvania corporation (hereinafter called "Seller"), and  21st
Century  Technologies,  Inc.,  a Texas  corporation  (hereinafter
called "Buyer").



RECITALS:

     WHEREAS,  Seller  is the owner of an optical  business  (the
"Business") located in office space at 308-310 Clay Street, Mars,
Pennsylvania,   16046  (the  "Office"),  and  desires   to   sell
substantially all of the assets of the Business specified  below;
and



     WHEREAS, Buyer desires to purchase substantially all of  the
assets  of the Business 'from Seller and to purchase the building
and   land  in  and  on  which  the  Business  is  operated  (the
"Building").



     NOW,  THEREFORE, Buyer and Seller, intending to be legally bound,
agree as follows:




ARTICLE ONE
PURCHASE AND SALE

     Section 1.1 Assets to be Purchased. At the closing on the Closing
Date  provided for in Article Four of this Agreement (the  "Closing"),
Seller  will  sell and deliver to Buyer, and Buyer will purchase  from
Seller, all of the assets of the Business (the "Assets"), except those
assets listed on Schedule 1.1 attached hereto.

     Section  1.2  Liabilities  Not  Included.  As  a  result  of  the
consummation  of  the transactions described herein, Buyer  shall  not
assume   or  become  liable  or  obligated  for  any  liabilities   or
obligations  of  Seller  with the exception of  the  existing  trailer
leases  between  Seller  and PMF Rentals, which  leases  are  attached
hereto   as  Schedule  1.2.  Seller  shall  be  responsible  for   all
obligations under such leases through August 31, 2000.

     Section  1.3  Purchase  of Building. As a condition  to  Seller's
obligations   under  this   Asset  Purchase  Agreement,  Buyer   shall
purchase, from the Estate of John Unertl, the Building for a  purchase
price  of Three Hundred Thousand and 00/100 Dollars ($300,000)  to  be
paid  at  Closing. The agreement to purchase the Building  (the  "Real
Estate  Purchase  Agreement") will be in  substantially  the  form  of
Exhibit A, attached hereto.

     Section 1.4 Consulting Agreement with Mrs. Elsie M. Unertl. As  a
condition to Seller's obligations under this Asset Purchase Agreement,
Buyer  shall  enter into a Consulting Agreement with Elsie  M.  Unertl
under which Buyer shall pay to Mrs. Unertl the sum of Eight and 50/100
Dollars  ($8.50) per hour for any period of time Buyer  consults  with
Mrs.  Unertl following the Closing, as reasonably requested by  Buyer.
Buyer shall be under no obligation to consult with Mrs. Unertl for any
minimum  amount of time, and in no event shall Mrs. Unertl be required
to consult in excess of forty (40) hours per month.

     Section  1.5 Use of Name. Buyer shall not conduct business  under
the  name John Unertl Optical Co. or any variation thereof, except  as
specifically noted in this Section 1.5. Buyer may use the name "Unertl
Optical  Company" (or any name except "John Unertl Optical Co."  which
incorporates the name "Unertl") in conjunction with Buyer's  operation
of its optical business following the Closing; provided, however, that
Buyer  identifies its business as being the "successor to" John Unertl
Optical  Co.  Buyer  shall not otherwise use  the  name  "John  Unertl
Optical Co."


ARTICLE TWO
CONSIDERATION

     Section  2.1  Purchase Price. The purchase price  (the  "Purchase
Price'~) for the Assets shall be Two Hundred Fifty Thousand and 00/100
Dollars ($250,000).



     Section  2.2  Allocation of Purchase Price.  The  Purchase  Price
shall be allocated as follows:
     Inventory $120,000
     Equipment $120,000
     Office Furniture, Fixtures and Equipment     $ 5,000
     Goodwill  $ 5,000

The parties agree to utilize the foregoing allocation for purposes  of
filing all federal and state income tax returns required by them.



     Section  2.3 Method of Payment. The Purchase Price shall be  paid
in cash or immediately available funds at Closing.




ARTICLE THREE
REPRESENTATIONS AND WARRANTIES

     Section  3.1  Representations and Warranties  of  Seller.  Seller
hereby warrants and represents to Buyer that:



a.    Seller is a corporation duly organized, validly existing and  in
good

standing under the laws of the Commonwealth of Pennsylvania.

b.   The execution and delivery of this Agreement and the consummation
of  the  transactions contemplated hereby have been duly  and  validly
authorized  by  all  necessary corporate  action  of  Seller  and  its
shareholders.

c.    Seller has full power and authority to enter into this Agreement
and to consummate the transactions contemplated hereunder.



d.    Seller has good and marketable title to all the Assets, free and
clear of all liens, security interests, charges and encumbrances.



     Section 3.2 Representations and Warranties of Buyer. Buyer hereby
represents and warrants to Seller that:

a.   The execution and delivery of this Agreement and the consummation
of  the  transactions  contemplated hereby constitute  the  valid  and
legally  binding  obligation of Buyer, enforceable in accordance  with
the  terms hereof, except as limited by bankruptcy, reorganization  or
similar laws affecting creditors' rights generally.

b.    No  litigation  or proceeding is pending or  threatened  against
Buyer   that   might  affect  the  consummation  of  the  transactions
contemplated hereunder.

c.   Buyer acknowledges that Buyer is purchasing the Assets in "as is"
condition.

     Section  3.3 Survival of Representations and Warranties.  All  of
the  foregoing representations and warranties of the parties shall  be
and  remain true and correct on and as of the Closing Date, and  shall
survive the Closing for a period of two (2) years.



ARTICLE FOUR

CLOSING

     Section 4.1 Closing Date. The Closing will be held, and title  to
the Assets will be transferred to Buyer, as provided in this Agreement
on  or before September 10, 2000 at the Office, unless some other time
and/or  place is selected by the mutual agreement of the  parties.  At
the  time of Closing, Seller will execute and deliver to Buyer a  Bill
of Sale for the Assets, in the form attached hereto as Exhibit B.



ARTICLE FIVE

INDEMNITY

     Section 5.1 Buyer's Indemnification. Buyer will indemnify  Seller
for, and will hold Seller harmless from and will pay when due, any and
all  claims,  costs,  damages, liabilities and expenses  of  any  kind
whatsoever which may be asserted against or imposed on Seller  at  any
time,  and which are based upon (a) the ownership or operation of  the
Assets  on  or  after the Closing Date, or (b) the inaccuracy  of  any
representation or warranty of Buyer contained herein.


     Section 5.2 Seller's Indemnification. Seller will indemnify Buyer
for, and will hold Buyer harmless from and will pay when due, any  and
all  claims,  costs,  damages, liabilities and expenses  of  any  kind
whatsoever  which may be asserted against or imposed on Buyer  at  any
time  and which are based upon (a) the ownership or operation  of  the
Assets up to the day preceding the Closing Date, or (b) the inaccuracy
of any representation or warranty of Seller contained herein.



ARTICLE SIX

MISCELLANEOUS

     Section  6.1  Notices. All notices or other communications  given
pursuant to this Agreement will be deemed sufficiently given  if  they
are  in  writing and are personally delivered or are properly sent  by
registered or certified mail, postage prepaid, or by express  courier,
to the respective parties at the addresses set forth below, or to such
other address as the parties may designate by such notice at any  time
hereafter:
     If to Seller:  John Unertl Optical Co., Inc.
          P.O. Box 818
          Mars,PA 16046-0818
     If to Buyer:   21st Century Technologies, Inc.
          2513 E. Loop 820 N.
          Fort Worth, TX 76118



     Section  6.2  Benefits and Obligations. This Agreement  shall  be
binding  upon and inure to the benefit of the parties hereto, as  well
as their respective heirs, successors and assigns.



     Section 6.3 Applicable Law. This Agreement will be construed  and
enforced   in  accordance  with  the  laws  of  the  Commonwealth   of
Pennsylvania.



     Section 6.4 Counterparts. This Agreement may be executed in  more
than one counterpart, each of which shall be an original document.



     Section  6.5  Entire Agreement. This Agreement and its  schedules
and  exhibits constitute the entire agreement between the parties with
respect to the subject matter hereof and terminates and supersedes all
previous  agreements, whether oral or written, relating  to  the  same
subject matter.



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



WITNESS: /s/ Freda A. Shaw

SELLER:

JOHN UNERTL OPTICAL CO., INC.


                               /s/ Elsie M. Unertl
                              Elsie  M.  Unertl,  President  and  Sole
                              Shareholder
ATTEST://s/ Robert L. Warren  BUYER:
     21st CENTURY TECHNOLOGIES, INC.
     By/s/ Ken Wilson
     Its President


LIST OF EXCLUDED ASSETS



Personal Articles
     1    Bench Lathe
2.   Speed Lathe
3.   Pedestal Drill Press
4.   Milling Machine
5.   Oversized target scope

308 Clay House

Night stand and console television

Office

1.   Safe and mat in front of safe
2.   Refrigerator
3.   Copy machine

Miscellaneous

Delta tabletop drill press
Laser Photonics stock
Cash
Accounts receivable