STOCK PURCHASE AGREEMENT

                                      among

                         MIDWEST MERGER MANAGEMENT, LLC

                        MARTIN BOTHMANN, MICHAEL ZULIANI,

                        COLIN FIDLER, CHRISTINE RECAREY,

                   BRIAN PARADIS, ST. ANDREWS VENTURE CAPITAL

                                       and

                            CERTIFIED SERVICES, INC.

                          Dated as of October 19, 2001


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                                TABLE OF CONTENTS

                                    ARTICLE I

                                   DEFINITIONS

1.1            Definitions

                                   ARTICLE II

                           SALE AND PURCHASE OF SHARES

2.1            Sale and Purchase
2.2            Payment of Purchase Price

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

3.1            Due Incorporation; No Subsidiaries
3.2            Due Authorization
3.3            Consents and Approvals; Authority Relative to
                  this Agreement
3.4            Capitalization

3.5            Financial Statements; Undisclosed Liabilities;
                  Other Documents
3.6            No Adverse Effects or Changes
3.7            Properties Transferred Pursuant to the ADA
3.8            Employee Benefits
3.9            Employment and Labor Matters
3.10           Taxes
3.11           No Defaults or Violations
3.12           Environmental Matters
3.13           Litigation
3.14           No Conflict of Interest
3.15           Bank Accounts
3.16           Claims Against Officers and Directors
3.17           Due Diligence Materials
3.18           Improper and Other Payments
3.19           Brokers
3.20           Accuracy of Statements
3.21           Investigation

                                       2

<PAGE>



                                   ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF BUYER

4.1            Due Incorporation
4.2            Due Authorization
4.3            Consents and Approvals; Authority Relative to
                  This Agreement

                                    ARTICLE V

                                    COVENANTS

5.1            Implementing Agreement
5.2            Access to Information and Facilities
5.3            Preservation of Business
5.4            Consents and Approvals
5.5            Maintenance of Insurance
5.6            Resignation of Officers and Directors
5.7            Supplemental Information
5.8            Exclusivity
5.9            Tax Indemnity
5.10           Termination of Certain Agreements
5.11           Required Information for Internal Revenue Service
                  Form 8820

                                   ARTICLE VI

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

6.1            Warranties True as of Both Present Date and
                  Closing Date
6.2            Compliance with Agreements and Covenants
6.3            Consents and Approvals
6.4            Documents
6.5            Due Diligence Review
6.6            Delivery of Exhibits
6.7            No Material Adverse Change
6.8            Actions or Proceedings



                                       3
<PAGE>




                                   ARTICLE VII

                 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS

7.1            Warranties True as of Both Present Date and
                  Closing Date
7.2            Compliance with Agreements and Covenants
7.3            Documents
7.4            Actions or Proceedings
7.5            Consents and Approvals
7.6            Reporting Status
7.7            Listing Requirement

                                  ARTICLE VIII

                                     CLOSING

8.1            Closing
8.2            Deliveries by Sellers
8.3            Deliveries by Buyer

                                   ARTICLE IX

                                   TERMINATION

9.1            Prior to or at Closing
9.2            Notice
9.3            No Liability for Proper Termination

                                    ARTICLE X

                                 INDEMNIFICATION

10.1           Survival of Representations
10.2           Agreement to Indemnify
10.3           Notice


                                       4
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                                   ARTICLE XI

                                  MISCELLANEOUS

11.1           Expenses
11.2           Amendment
11.3           Notices
11.4           Effect of Investigation
11.5           Waivers
11.6           Counterparts
11.7           Interpretation
11.8           Applicable Law
11.9           Assignment
11.10          No Third-Party Beneficiaries
11.11          Publicity
11.12          Further Assurances
11.13          Severability
11.14          Remedies Cumulative
11.15          Entire Understanding
11.16          Jurisdiction of Disputes; Waiver of Jury Trial



                                       5
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                            STOCK PURCHASE AGREEMENT

        THIS  AGREEMENT is made as of October 19,  2001,  among  MIDWEST  MERGER
MANAGEMENT,   LLC,  a  Kentucky  limited  liability  company  ("Buyer"),  MARTIN
BOTHMANN,  MICHAEL ZULIANI,  COLIN FIDLER,  CHRISTINE RECAREY, BRIAN PARADIS and
ST. ANDREWS VENTURE  CAPITAL of c/o 2654 West Horizon Ridge Parkway,  Suite B-3,
Henderson,  Nevada  89052  (referred  to herein  individually  as  "Seller"  and
collectively as "Sellers"),  and CERTIFIED SERVICES,  INC., a Nevada corporation
(the "Company").

                                P R E A M B L E:

        WHEREAS,  Buyer wishes to purchase from Sellers and Sellers wish to sell
to Buyer all of their outstanding Shares of the Company totaling an aggregate of
1,800,000 shares of the Company's common stock.

        NOW, THEREFORE,  for good valuable,  consideration,  the sufficiency and
receipt of which are hereby  acknowledged,  and for the foregoing and the mutual
covenants,  agreements and  warranties  herein  contained,  the parties agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

        1.1 Definitions.  The following terms shall have the following  meanings
for the purposes of this Agreement:

        "ADA" means asset disposition  agreement  negotiated between the Company
and Newco (as defined herein),  which contemplates transfer of Designated Assets
and Designated Liabilities from CSRV to Newco.

        "Affiliate"  means, with respect to any specified Person,  (1) any other
Person  which,  directly  or  indirectly,  owns or  controls,  is  under  common
ownership or control with, or is owned or controlled by, such specified  Person,
(2) any other Person which is a director,  officer or partner or is, directly or
indirectly,  the  beneficial  owner of 10 percent or more of any class of equity
securities of the specified  Person or a Person  described in clause (1) of this
paragraph,  (3)  another  Person of which the  specified  Person is a  director,
officer or partner or is,  directly or indirectly,  the  beneficial  owner of 10
percent or more of any class of equity securities, or (4) any relative or spouse
of the specified Person or any of the foregoing Persons.

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<PAGE>

        "Business  Day" means any day of the year other than (i) any Saturday or
Sunday or (ii) any other day on which  commercial banks located in New York City
are generally closed for business.

        "Buyer  Confidential  Information"  means all  confidential  information
concerning  Buyer  or its  Affiliates  that  (i)  is  not  and  has  not  become
ascertainable  or obtainable from public or published  information,  (ii) is not
received  from a third party or is received  from a third party  pursuant to the
authorization  of  Buyer,  (iii) was not in the  Company's  or either or both of
Sellers'  possession  prior to  disclosure  thereof to Sellers or the Company in
connection  with  the  transactions   contemplated  herein,  and  (iv)  was  not
independently developed by the Company or either or both of Sellers.

        "Buyer  Indemnified  Parties"  means  Buyer  and each of its  Affiliates
(including,  after the  Closing,  the Company)  and their  respective  officers,
directors,  employees,  agents and  representatives,  provided  that in no event
shall Sellers be deemed a Buyer Indemnified Party.

        "Cash Amounts" has the meaning set forth in Section 2.2.

        "Closing"  means  the  consummation  of  the  transactions  contemplated
herein.

        "Closing Date" means the date on which the Closing occurs.

        "Closing  Date Escrow Fund  Balance"  means the  aggregate  value of the
Escrow Fund as of the Closing Date.

        "Code"  means  the  United  States  Internal  Revenue  Code of 1986,  as
amended.

        "Company  Confidential  Information" means all confidential  information
concerning  the  Company  or its  Affiliates  that (i) is not and has not become
ascertainable  or obtainable from public or published  information,  (ii) is not
received  from a third party or is received  from a third party  pursuant to the
authorization  of the  Company or either or both of Sellers in  connection  with
Buyer's due diligence review of the Company, (iii) was not in Buyer's possession
prior  to  disclosure  thereof  to  Buyer in  connection  with the  transactions
contemplated herein, and (iv) was not independently developed by Buyer.

        "Company  Material  Adverse  Change"  means a  change  (or  circumstance
involving  a   prospective   change)  in  the  business,   operations,   assets,
liabilities,   results  of  operations,  cash  flows,  condition  (financial  or
otherwise) or prospects of the Company which is materially adverse.

        "Company  Material  Adverse  Effect"  means an effect  (or  circumstance
involving  a   prospective   effect)  on  the  business,   operations,   assets,
liabilities,   results  of  operations,  cash  flows,  condition  (financial  or
otherwise) or prospects of the Company which is materially adverse.

                                       7
<PAGE>

        "Contract" means any contract, lease, commitment,  understanding,  sales
order,  purchase order,  agreement,  indenture,  mortgage,  note,  bond,  right,
warrant,  instrument, plan, permit or license, whether written or oral, which is
intended or purports to be binding and enforceable.

        "Designated  Assets" means all of the assets of the Company appearing on
the Company's unaudited  financial  statements for the quarter ending forty five
(45) days from the Closing Date.

        "Designated  Liabilities"  means all of the  liabilities  of the Company
appearing on the Company's  unaudited financial statement for the quarter ending
forty five (45) days from the Closing.

        "Dollars" or numbers  preceded by the symbol "$" means amounts in United
States Dollars.

        "Environmental  Law" means any law which relates to or otherwise imposes
liability or  standards of conduct  concerning  mining or  reclamation  of mined
land, discharges, emissions, releases or threatened releases of noises, odors or
any  pollutants,  contaminants  or  hazardous  or toxic  wastes,  substances  or
materials,  whether as matter or energy,  into ambient air,  water,  or land, or
otherwise  relating to the manufacture,  processing,  generation,  distribution,
use, treatment, storage, disposal, cleanup, transport or handling of pollutants,
contaminants,  or hazardous or toxic wastes, substances or materials,  including
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
and the Superfund  Amendments  and  Reauthorization  Act of 1986  (together,  as
amended,  "CERCLA"),  the Resource  Conservation  and  Recovery Act of 1976,  as
amended, the Toxic Substances Control Act of 1976, as amended, the Federal Water
Pollution  Control  Act  Amendments  of 1972,  the Clean  Water Act of 1977,  as
amended, any so-called "Superlien" law, and any other similar federal,  state or
local Law.

        "Environmental Permit" means any permit, license,  approval,  consent or
other authorization required by or pursuant to any applicable Environmental Law.

        "ERISA" means the Employee  Retirement  Income  Security Act of 1974, as
amended.

        "Existing  Borrowings"  means all borrowings from lending  institutions,
vendors or agencies of federal,  state or local  governments or their  political
subdivisions,  as set  forth on the  Financial  Statements  or in the  books and
records of the Company.

        "Financial Statements" means all of the following:

               (a)  the  audited  financial  statements  of  the  Company  as of
          December  31,  1999  (including  all  schedules  and  notes  thereto),
          consisting  of  the  balance  sheet  at  such  date  and  the  related
          statements  of income  and  expenses,  retained  earnings,  changes in
          financial  position  and cash flows for the  twelve-month  period then
          ended; and

                                       8
<PAGE>

               (b)  the  audited  financial  statements  of  the  Company  as of
          December  31,  2000   (including  all  schedules  and  notes  thereto)
          consisting  of  the  balance  sheet  at  such  date  and  the  related
          statements  of income  and  expenses,  retained  earnings,  changes in
          financial  position  and cash flows for the  twelve-month  period then
          ended.

In addition  to (a) and (b) above,  after the date of this  Agreement,  the term
"Financial  Statements" shall include any and all Interim  Financial  Statements
thereafter issued and all audited financial statements filed with or required to
be filed with the Securities and Exchange Commission.

        "GAAP" means U.S. generally accepted  accounting  principles at the time
in effect.

        "Governmental  Authority"  means the  government of the United States or
any  foreign  country  or any state or  political  subdivision  thereof  and any
entity,  body  or  authority  exercising   executive,   legislative,   judicial,
regulatory or administrative functions of or pertaining to government.

        "Group" shall collectively mean all affiliated groups of corporations of
which the Company is or has been a member that have filed any  consolidated  Tax
Returns  for any  period  ending on or  before  the  Closing  Date for which the
statute of limitations has not yet expired.

        "Hazardous Material" means

               (a) any "hazardous substance," as defined by CERCLA;

               (b)  any   "hazardous   waste,"  as   defined  by  the   Resource
          Conservation and Recovery Act, as amended;

               (c) any petroleum product or fractions thereof; or

               (d) any pollutant or contaminant or hazardous, dangerous or toxic
          chemical,  material  or  substance  within  the  meaning  of any other
          applicable  federal,  state or local  Law,  regulation,  ordinance  or
          requirement  (including  consent  decrees and  administrative  orders)
          relating to or imposing  liability or standards of conduct  concerning
          any hazardous, toxic or dangerous waste, substance or material, all as
          now or at any time hereafter in effect.



                                       9
<PAGE>

        "HSR Act"  means the  Hart-Scott-Rodino  Antitrust  Improvements  Act of
1976, as amended, and the rules and regulations promulgated thereunder.

        "Indemnified  Person"  means  the  Person  or  Persons  entitled  to, or
claiming a right to, indemnification.

        "Indemnifying  Person"  means  the  Person  or  Persons  claimed  by the
Indemnified Person to be obligated to provide indemnification.

        "Intellectual  Property"  means  any  and  all  trademarks,  tradenames,
service marks, patents,  copyrights (including any registrations,  applications,
licenses or rights relating to any of the foregoing), technology, trade secrets,
inventions,  know-how,  designs,  computer  programs,  processes,  and all other
intangible assets,  properties and rights. The "Company's Intellectual Property"
means any and all  Intellectual  Property  used by the Company in the conduct of
its business.

        "Interim Financial  Statements" means any financial statements delivered
to Buyer pursuant to Section 5.11.

        "Joint  Auditors" means (i) certified  public  accounting firm chosen by
Buyer, and (ii) any certified  public  accounting firm chosen by Sellers (acting
together).

        "Latest  Balance Sheet" means the audited  comparative  balance sheet of
the Company dated as of December 31, 1993, set forth in Exhibit 3.5.

        "Law"  means  any law,  statute,  regulation,  ordinance,  rule,  order,
decree,   judgment,   consent  decree,   settlement  agreement  or  governmental
requirement  enacted,  promulgated,  entered  into,  agreed  or  imposed  by any
Governmental Authority.

        "Lien" means any  mortgage,  lien (except for any lien for Taxes not yet
due and payable), charge, restriction,  pledge, security interest, option, lease
or  sublease,  claim,  right  of any  third  party,  easement,  encroachment  or
encumbrance.

        "Loss" or "Losses" means any and all liabilities, losses, costs, claims,
damages (including  consequential  damages),  penalties and expenses  (including
attorneys' fees and expenses and costs of investigation and litigation).  In the
event any of the foregoing  are  indemnifiable  hereunder,  the terms "Loss" and
"Losses"  shall  include any and all  attorneys'  fees and expenses and costs of
investigation  and litigation  incurred by the  Indemnified  Person in enforcing
such  indemnity.  No Loss shall be reduced by reason of tax  benefits  allegedly
enjoyed as a result of such Loss by any Indemnified Party.  Without  limitation,
"Loss" and "Losses" shall include fees and  disbursements of counsel incurred by
any Indemnified Party in an action or proceeding  between the Indemnifying Party
and the Indemnified  Party or between the Indemnified  Party and any third party
or otherwise.

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<PAGE>

        "Newco"  means an entity to be created by Martin  Bothmann  and  Michael
Zuliani to which it shall  continue the  operations  of the Company by assigning
all of the Company's assets to Newco in return for Newco's assumption of all the
Company's liabilities.

        "Person"  means  any  individual,  corporation,   proprietorship,  firm,
partnership,  limited partnership, trust, association or other entity, including
a government or government department, agency or instrumentality.

        "Pre-Tax Earnings" has the meaning set forth in Section 2.3(b).

        "Real Property Leases" has the meaning set forth in Section 3.9.

        "Related Agreement" means any Contract which is or is to be entered into
at the Closing or otherwise  pursuant to this Agreement.  The Related Agreements
executed by a specified  Person shall be referred to as "such  Person's  Related
Agreements," "its Related Agreements" or another similar expression.

        "Shares" means the 1,800,000 shares of Common Stock, $.001 par value per
share,  of the Company  held of record by Sellers,  750,000 of which  shares are
held of record by Martin Bothmann and 750,000 of which shares are held of record
by Michael  Zuliani,  10,000 of which shares are held of record by Colin Fidler,
100,000 of which  shares  are held of record by  Christine  Recarey,  105,000 of
which shares are held of record by St. Andrews Venture Capital,  85,000 of which
shares are held of record by Brian Paradis.

        "Subsidiaries"  means any Person  50.1% or more of the  voting  power of
which is controlled by another Person.

        "Taxes"  means  all  taxes,  charges,  fees,  duties,  levies  or  other
assessments,  including  income,  gross  receipts,  net  proceeds,  ad  valorem,
turnover,  real and personal  property  (tangible and intangible),  sales,  use,
franchise,  excise, value added, stamp,  leasing,  lease, user, transfer,  fuel,
excess  profits,   occupational,   interest   equalization,   windfall  profits,
severance,  employee's income withholding,  other withholding,  unemployment and
Social Security taxes, which are imposed by any Governmental Authority, and such
term shall  include any  interest,  penalties or  additions to tax  attributable
thereto.

        "Tax Return" means any report,  return or other information  required to
be supplied to a Governmental Authority in connection with any Taxes.

        "Tax  Statute of  Limitations  Date"  means the close of business on the
30th day after the  expiration of the  applicable  statute of  limitations  with
respect to Taxes,  including  any  extensions  thereof (or if such date is not a
Business Day, the next Business Day).

                                       11
<PAGE>

        "Tax Warranty"  means a  representation  or warranty in Sections 3.17 or
3.19.

        "Title and Authorization Warranty" means a representation or warranty in
Sections 3.2, 3.4 or 3.7.

        "Two Times Prime Rate" means two times the weighted  average  prime rate
(as the prime rate as from time to time announced by Citibank,  N.A. in New York
City).



                                   ARTICLE II

                           SALE AND PURCHASE OF SHARES

        2.1 Sale and  Purchase.  Each Seller hereby agrees to sell to Buyer that
number of Shares  set forth on Exhibit  2.1  opposite  the name of such  Seller,
which  Shares in the  aggregate  represent  100% of the issued  and  outstanding
shares of capital stock of each Seller,  free and clear of all Liens,  and Buyer
hereby agrees to purchase all such Shares.

        2.2 Payment of Purchase Price.

        (a) Buyer,  in  consideration  for the Shares,  shall pay to Sellers Two
Hundred Thousand Dollars ($200,000) in the following manner: (i) certified check
in the amount of Two Hundred  Thousand  Dollars  ($200,000)  to be  delivered at
Closing.

        (b) Buyer, as additional consideration, shall issue 75,000 shares of its
common stock,  after Buyer has consummated a share exchange with the Company,  a
reverse  split of its  common  stock  and Buyer has  received  approval  for the
trading of its common stock.

                                   ARTICLE III

            REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY

        The Company and the Sellers jointly and severally, represent and warrant
to Buyer,  as of the date of this  Agreement  and as of the Closing  Date (as if
such  representations  and  warranties  were  remade on the  Closing  Date),  as
follows:

        3.1 Due Incorporation;  No Subsidiaries.  The Company is duly organized,
validly  existing  and in good  standing  under the laws of the State of Nevada,



                                       12
<PAGE>

with all requisite  power and authority to own, lease and operate its properties
and to carry on its business as they are now being owned,  leased,  operated and
conducted.  The Company is licensed or  qualified  to do business and is in good
standing  (where the  concept of "good  standing"  is  applicable)  as a foreign
corporation  in each  jurisdiction  where the  nature of the  properties  owned,
leased  or  operated  by it and  the  business  transacted  by it  require  such
licensing  or   qualification.   The  jurisdictions  in  which  the  Company  is
incorporated  and licensed or qualified to do business as a foreign  corporation
are  set  forth  on  Schedule  3.1.  The  Company  has  no  direct  or  indirect
Subsidiaries,  either wholly or partially  owned,  and the Company does not hold
any direct or indirect economic,  voting or management interest in any Person or
directly or indirectly own any security issued by any Person.  True, correct and
complete copies of the Certificate of Incorporation and Bylaws, as amended,  and
all minutes of all  meetings  (or written  consents in lieu of  meetings) of the
Board of Directors (and all committees  thereof) and stockholders of the Company
have been delivered to Buyer.

        3.2 Due  Authorization.  Each of Sellers  and the Company has full power
and  authority to enter into this  Agreement and each of Sellers and the Company
has full power and authority to enter into their respective  Related  Agreements
and to consummate  the  transactions  contemplated  hereby and thereby.  Each of
Sellers  and the  Company  has duly and  validly  executed  and  delivered  this
Agreement and each of Sellers and the Company has duly and validly  executed and
delivered  (or prior to or at the  Closing  will duly and  validly  execute  and
deliver) their respective Related Agreements.  This Agreement constitutes legal,
valid and  binding  obligations  of each of  Sellers  and the  Company  and each
respective  Related  Agreement  upon execution and delivery by either or both of
Sellers or by the Company will constitute legal,  valid and binding  obligations
of such party,  in each case,  enforceable in accordance  with their  respective
terms,  except as such  enforceability may be limited by applicable  bankruptcy,
insolvency,  moratorium,  reorganization  or similar laws in effect which affect
the enforcement of creditors'  rights generally and by equitable  limitations on
the availability of specific remedies.

        3.3  Consents and Approvals; Authority Relative to this Agreement.

        (a) No consent,  authorization  or approval of,  filing or  registration
with, or cooperation from, any Governmental  Authority or any other Person not a
party to this Agreement is necessary in connection with the execution,  delivery
and  performance  by  either  or  both  of  Sellers  or by the  Company  of this
Agreement,  their  respective  Related  Agreements  or the  consummation  of the
transactions contemplated hereby or thereby.

        (b) The execution,  delivery and  performance by Sellers and the Company
of this Agreement and their respective  Related  Agreements do not and will not,



                                       13
<PAGE>

and the  consummation of the transactions  contemplated  hereby and thereby does
not and will not, (i) violate any Law; (ii) violate or conflict with,  result in
a breach or  termination  of,  constitute  a default or give any third party any
additional right (including a termination right) under,  permit cancellation of,
result in the  creation  of any Lien upon any of the  assets  or  properties  of
either or both of  Sellers,  the Company  under,  or result in or  constitute  a
circumstance  which,  with or  without  notice  or lapse of time or both,  would
constitute any of the foregoing  under,  any Contract to which either or both of
Sellers or the  Company is a party or by which  either or both of Sellers or the
Company or any of their respective assets or properties are bound;  (iii) permit
the acceleration of the maturity of any indebtedness of either of Sellers or the
Company or indebtedness  secured by their  respective  assets or properties;  or
(iv)  violate  or  conflict  with any  provision  of any of the  certificate  of
incorporation,  charter,  bylaws or similar  organizational  instruments  of the
Company.

        3.4  Capitalization.
             --------------

        (a) The authorized  capital stock of the Company  consists of 25,000,000
shares of Common Stock, $.001 par value per share, of which 3,421.145 shares are
currently  issued and  outstanding.  All of such Shares (i) are validly  issued,
fully  paid and  nonassessable  and (ii)  are,  and when  issued  were,  free of
preemptive rights.  Martin Bothmann owns,  legally and beneficially,  750,000 of
such Shares,  Michael Zuliani owns,  legally and  beneficially,  750,000 of such
Shares , Colin Fidler  owns,  legally and  beneficially,  10,000 of such Shares,
Christine Recarey owns,  legally and beneficially,  100,000 of such Shares,  St.
Andrews Venture Capital owns,  legally and beneficially,  105,000 of such Shares
and Brian Paradis owns,  legally and beneficially,  85,000 of such Shares,  free
and clear of any and all  Liens.  There are no  shares of  capital  stock of the
Company  held in the  treasury of the Company and no shares of capital  stock of
the Company are  currently  reserved  for  issuance  for any purpose or upon the
occurrence of any event or condition.

        (b)  There are no shares of  capital  stock or other  securities  of the
Company issued or outstanding or any subscriptions,  options,  warrants,  calls,
rights,  convertible  securities  or  other  agreements  or  commitments  of any
character  obligating  either or both of Sellers or the Company,  or  obligating
either or both of Sellers or any of their  Affiliates  to cause the Company,  to
issue, transfer or sell, or cause the issuance,  transfer or sale of, any shares
of capital stock or other securities  whether or not such securities have voting
rights of the  Company.  There are no  outstanding  contractual  obligations  of
either or both of Sellers or the Company  which  relate to the  purchase,  sale,
issuance, repurchase, redemption, acquisition, transfer, disposition, holding or
voting of any shares of capital stock or other  securities of the Company or the
management or operation of the Company.  No Person has any right to  participate
in, or receive any payment based on any amount relating to, the revenue, income,
value or net worth of the Company or any  component or portion  thereof,  or any
increase or decrease in any of the foregoing.


                                       14
<PAGE>


        (c) The assignments, endorsements, stock powers and other instruments of
transfer  delivered by each Seller to Buyer at the Closing will be sufficient to
transfer such Seller's entire  interest,  legal and  beneficial,  in the Shares.
Each Seller has, and on the Closing Date will have,  full power and authority to
convey  good and  marketable  title to all of the Shares,  and upon  transfer to
Buyer of the certificates  representing such Shares, Buyer will receive good and
marketable title to such Shares, free and clear of all Liens.

        3.5  Financial Statements; Undisclosed Liabilities; Other Documents.

        (a) The Financial  Statements have been prepared in accordance with GAAP
consistently  applied  and  present  fairly  the  financial  position,   assets,
liabilities and retained earnings of the Company as of the dates thereof and the
revenues,  expenses,  results of operations,  changes in financial  position and
cash  flows of the  Company  for the  periods  covered  thereby.  The  Financial
Statements are in accordance  with the books and records of the Company,  do not
reflect any transactions which are not bona fide transactions and do not contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
necessary  to  make  the  statements   contained   therein,   in  light  of  the
circumstances in which they were made, not misleading.

        (b) Except as set forth in the Latest Balance Sheet,  the Company has no
liabilities, debts, claims or obligations, whether accrued, absolute, contingent
or  otherwise,  whether  due or to become  due,  other than trade  payables  and
accrued  expenses  incurred in the ordinary course of business since the date of
the Latest Balance Sheet.

        3.6 No Adverse Effects or Changes. Since September 30, 2001, the Company
has not:


               (i)  suffered any Company Material Adverse Effect;

               (ii) suffered  any  damage,  destruction  or  Loss  to any of its
                    assets or properties (whether or not covered by insurance);

              (iii) incurred any  obligation or entered into any Contract  which
                    required a payment by any party in excess of, or a series of
                    payments which in the aggregate  exceed,  $5,000 or provides
                    for the delivery of goods or performance of services, or any
                    combination  thereof,  having a value in excess  of  $5,000,
                    except for  purchases of raw  materials  and supplies in the
                    ordinary course of business of the Company;

               (iv) taken any action, or entered into or authorized any Contract
                    or transaction other than in the ordinary course of business
                    and consistent with past practice;

                                       15
<PAGE>

               (v)  sold, transferred,  conveyed, assigned or otherwise disposed
                    of  any  of  its  assets  or  properties,  except  sales  of
                    inventory in the ordinary  course of business and consistent
                    with past practice;

               (vi) waived,  released  or  cancelled  any claims  against  third
                    parties or debts  owing to it, or any rights  which have any
                    material value;

              (vii) made  any  changes  in  its  accounting  systems,  policies,
                    principles or practices;

             (viii) entered into,  authorized,   or permitted  any   transaction
                    with either or both of Sellers or any Affiliate of either or
                    both of Sellers;

               (ix) authorized for issuance,  issued,  sold, delivered or agreed
                    or committed to issue,  sell or deliver (whether through the
                    issuance or granting of options,  warrants,  convertible  or
                    exchangeable securities, commitments,  subscriptions, rights
                    to purchase or otherwise) any shares of its capital stock or
                    any other  securities,  or  amended  any of the terms of any
                    such securities;

               (x)  split,  combined,  or reclassified any shares of its capital
                    stock,  declared,  set aside or paid any  dividend  or other
                    distribution  (whether  in cash,  stock or  property  or any
                    combination  thereof)  in respect of its capital  stock,  or
                    redeemed  or  otherwise   acquired  any  securities  of  the
                    Company;

               (xi) made any  borrowings,  incurred  any debt  (other than trade
                    payables in the ordinary  course of business and  consistent
                    with  past  practice),  or  assumed,  guaranteed,   endorsed
                    (except for the  negotiation  or  collection  of  negotiable
                    instruments  in  transactions  in  the  ordinary  course  of
                    business  and  consistent  with past  practice) or otherwise
                    become liable (whether directly,  contingently or otherwise)
                    for the obligations of any other Person, or made any payment
                    or  repayment  in respect of any  indebtedness  (other  than
                    trade payables and accrued  expenses in the ordinary  course
                    of business  and  consistent  with past  practice),  in each
                    case, in excess of $5,000;

              (xii) made any loans,  advances  or capital  contributions  to, or
                    investments in, any other Person, in each case, in excess of
                    $5,000;

             (xiii) entered into,  adopted,  amended  or  terminated  any bonus,
                    profit  sharing,  compensation,  termination,  stock option,
                    stock  appreciation  right,  restricted  stock,  performance
                    unit,   pension,    retirement,    deferred    compensation,
                    employment,  severance or other employee benefit agreements,
                    trusts,  plans,  funds or other arrangements for the benefit
                    or  welfare  of  any  director,   officer  or  employee,  or
                    increased in any manner the  compensation or fringe benefits
                    of any director or officer, or paid any benefit not required
                    by any  existing  plan and  arrangement  or entered into any
                    contract, agreement,  commitment or arrangement to do any of
                    the foregoing;

                                       16
<PAGE>

              (xiv) except for capital expenditures  contemplated by (xv) below,
                    acquired,  leased  or  encumbered  any  assets  outside  the
                    ordinary course of business or any assets which are material
                    to the Company;

               (xv) authorized   or   made   any   capital   expenditure   which
                    individually is in excess of $5,000;

               (xvi)made  any  Tax  election  or  settled  or  compromised   any
                    federal, state, local or foreign Tax liability, or waived or
                    extended the statute of  limitations  in respect of any such
                    Taxes;

             (xvii) paid any amount, performed  any obligation or  agreed to pay
                    any amount or  perform  any  obligation,  in  settlement  or
                    compromise  of any suits  against  the Company or any of its
                    directors, officers, employees or agents;

            (xviii) paid in  excess of   $5,000,  performed  any  obligation  or
                    agreed to pay in excess of $5,000 or perform any obligation,
                    in  settlement  or  compromise  of any  claims of  liability
                    against  the  Company  or any of  its  directors,  officers,
                    employees or agents; or

              (xix) terminated,   modified,  amended  or  otherwise  altered  or
                    changed any of the terms or provisions  of any Contract,  or
                    paid any  amount  not  required  by law or by any  Contract,
                    other than in the ordinary course of business and consistent
                    with past practices.

        3.7 Properties Transferred Pursuant to the ADA. Pursuant to the terms of
the ADA between the Company and Newco, the following assets shall be assigned to
Newco  in  Exchange  for  an  assumption  by  Newco  of  all  of  the  Company's
liabilities.

        (a) Leased Real Property. Exhibit 3.7 lists all leases pursuant to which
the  Company  holds,  occupies  or uses any real  property  (the "Real  Property
Leases") and Exhibit 3.7 includes  complete and accurate legal  descriptions  of
such leased real  property.  The Company  does not hold,  occupy or use any real
property  except for the real property  subject to the Real Property Leases (the
"Leased Real  Property").  True and complete  copies of the Real Property Leases



                                       17
<PAGE>

have been provided to Buyer. The activities carried on in all buildings, plants,
facilities,   installations,  fixtures  and  other  structures  or  improvements
included  as part of, or located on or at, the  Leased  Real  Property,  and the
buildings, plants, facilities,  installations,  fixtures and other structures or
improvements  themselves,  are not in  violation  of, or in conflict  with,  any
applicable  zoning,  Environmental  Law, health  regulations or ordinance or any
other similar Law. No asbestos,  asbestos-containing materials, PCB compounds or
other  pollutants,  contaminants  or  Hazardous  Material  have been used in the
construction  or repair of, or any alterations or additions to, or are otherwise
located on, any portion of the Leased Real Property.  No parcel of land included
in the Leased Real  Property  relies on or regularly  makes use of access to the
nearest public road or right-of-way over land owned by others, except where such
access  is by means of one or more  valid  recorded  easements  not  subject  to
divestiture, the terms of which have been disclosed in writing to Buyer prior to
the date hereof,  and which  easements  the Company is entitled to use under the
terms of the documents  creating such  easements and under the terms of the Real
Property  Leases.  All covenants or other  restrictions (if any) to which any of
the Leased Real Property is subject are being in all respects properly performed
and observed and, except for covenants contained in the Real Property Leases, do
not provide for  forfeiture  or reversion of title if violated,  and neither the
Company  nor the owners of any of the Leased  Real  Property  has  received  any
notice of violation (or claimed  violation)  thereof.  Sellers have delivered to
Buyer true and complete copies of the most recent title  insurance  policies and
surveys  (if any) for the  Leased  Real  Property  and  copies  of any  recorded
documents  referred to in such policies or surveys,  together with copies of all
reports  (if  any)  of  any  engineers,   environmental   consultants  or  other
consultants in its possession relating to any of the Leased Real Property.

        (b) Personal Property.  Exhibit 3.10 sets forth a true and complete list
of all of the tangible  personal  property (other than  inventories  included in
Exhibit 3.11) used by the Company in its business having an original acquisition
cost of $5,000 or more.  Exhibit  3.10 also sets  forth all  leases of  personal
property binding upon the Company,  or any of its assets or properties,  and all
items of  personal  property  covered  thereby.  All of such  tangible  personal
property is  presently  utilized by the  Company in the  ordinary  course of its
business.  Sellers have delivered to Buyer true and complete  copies of all such
personal property leases.

        (c) Inventories.  Exhibit 3.11 contains a true and accurate  schedule of
all inventories of the Company as of September 31, 2001, with a complete listing
of all items that have remained in inventory for over twelve  months.  Except as
described on Exhibit 3.11, each item of the inventory owned by the Company is of
merchantable quality, is not obsolete and is usable and saleable in the ordinary
course  of its  business,  and  none of such  items  is  held on  assignment  or
consignment.  Such inventories are fairly reflected in the inventory accounts on
the balance sheets included in the Financial Statements in accordance with GAAP,
including  all  appropriate  reserves,  and are  valued  at the lower of cost or
market.

                                       18
<PAGE>

        (d) Accounts  Receivable and Advances.  Exhibit 3.12 contains a true and
accurate schedule of all accounts  receivable of the Company in excess of $5,000
and  originating  on or prior to October 31, 2001, and all loans and advances to
third  parties  ("Advances").  Except as  disclosed  on Exhibit  3.12,  (a) each
account  receivable of the Company  (collectively,  the  "Accounts  Receivable")
represents  a sale  made  in the  ordinary  course  of  business  other  than to
Affiliates  and which arose pursuant to an  enforceable  written  Contract for a
bona fide sale of goods or for services performed, and the Company has performed
all of its  obligations  to produce the goods or perform  the  services to which
such Account Receivable relates,  and (b) to the best of Sellers' knowledge,  no
Account  Receivable or Advance,  in each case in excess of $1,000, is subject to
any claim for reduction,  counterclaim,  set-off,  recoupment or other claim for
credit,  allowances or  adjustments by the obligor  thereof.  Except as reserved
against in the Financial  Statements,  all Accounts  Receivable and Advances are
collectible in full within 90 days of their origination.

        (e) Intellectual  Property.  Exhibit 3.13 is a true and complete list of
all of  the  trademarks,  tradenames,  service  marks,  patents  and  copyrights
(including  any  registrations  of  or  pending  applications  for  any  of  the
foregoing)  used by the  Company  in the  conduct  of its  business.  Except  as
disclosed on Exhibit 3.13:


               (i)  all of the Company's  Intellectual  Property is owned by the
                    Company  free and clear of all Liens,  and is not subject to
                    any license, royalty or other agreement, and the Company has
                    not  granted  any  license or agreed to pay or  receive  any
                    royalty in respect of any Intellectual Property;

               (ii) none of the Company's  Intellectual  Property has been or is
                    the subject of any pending or threatened litigation or claim
                    of infringement;

               (iii)no license or royalty  agreement  to which the  Company is a
                    party is in breach or  default  by any party  thereto or the
                    subject of any notice of termination given or threatened;

               (iv) the  products  manufactured  or sold by the  Company and any
                    process,   method,   part,   design,   material   or   other
                    Intellectual Property they employ, and the marketing and use
                    by the  Company  of  any  such  product,  service  or  other
                    Intellectual  Property,  do not  infringe  any  Intellectual
                    Property or confidential  or proprietary  rights of another,
                    and the Company has not received any notice  contesting  its
                    right to use any Intellectual Property; and

               (v)  the Company owns or possesses  adequate rights in perpetuity
                    in and to all Intellectual Property necessary to conduct its
                    business as presently conducted.

                                       19
<PAGE>

        (f) Contracts.  Exhibit 3.14 lists all the Contracts and arrangements of
the following  types to which the Company is a party or by which it is bound, or
to which any of its assets or properties is subject:

               (i)  any  collective  bargaining  agreement  and a summary of the
                    collective  bargaining  unit's  position with respect to any
                    such agreement currently the subject of negotiations;

               (ii) any Contract or  arrangement  of any kind with any employee,
                    officer or director of the Company or any of the  respective
                    Affiliates  of such  individuals,  or any  Contract or other
                    arrangement  of any kind with  either or both of  Sellers or
                    any  Affiliate  of either or both of Sellers  other than any
                    such Contract or arrangement described in Section 3.17(a);

              (iii) any  Contract or  arrangement  with a sales  representative,
                    manufacturer's representative,  distributor, dealer, broker,
                    sales agency,  advertising agency or other Person engaged in
                    sales,   distributing  or  promotional  activities,  or  any
                    Contract  to act as one of the  foregoing  on  behalf of any
                    Person;

               (iv) any Contract or arrangement of any nature which involves the
                    payment or receipt of cash or other property, an unperformed
                    commitment,  or goods  or  services,  (i)  having a value in
                    excess of $5,000 if such Contract or  arrangement is not for
                    the purchase by the Company of raw materials, or (ii) having
                    a value in excess of $5,000 if such Contract or  arrangement
                    is for the purchase by the Company of raw materials;

               (v)  any  Contract or  arrangement  pursuant to which the Company
                    has made or will make loans or advances, or has or will have
                    incurred  debts or become a  guarantor  or surety or pledged
                    its credit on or otherwise  become  responsible with respect
                    to any undertaking of another (except for the negotiation or
                    collection of negotiable  instruments in transactions in the
                    ordinary course of business);

               (vi) any  indenture,  credit  agreement,  loan  agreement,  note,
                    mortgage,  security  agreement,  lease of real  property  or
                    personal  property,  loan  commitment  or other  Contract or
                    arrangement relating to the borrowing of funds, an extension
                    of credit or financing;

              (vii) any Contract or arrangement  involving a partnership,  joint
                    venture or other cooperative undertaking;

             (viii) any  Contract or  arrangement  involving  any   restrictions
                    with respect to the geographical area of operations or scope
                    or type of business of the Company;

                                       20
<PAGE>

               (ix) any power of attorney  or agency  agreement  or  arrangement
                    with any Person pursuant to which such Person is granted the
                    authority  to act for or on  behalf of the  Company,  or the
                    Company is granted the  authority to act for or on behalf of
                    any Person;

               (x)  any  Contract  not made in the  ordinary  course of business
                    which is to be performed in whole or in part at or after the
                    date of this Agreement;

               (xi) any Contract,  whether or not fully  performed,  relating to
                    any  acquisition  or  disposition  of  the  Company  or  any
                    predecessor in interest of the Company,  or any  acquisition
                    or  disposition  of  any  subsidiary,   division,   line  of
                    business, or real property; and

              (xii) any  Contract  not  specified  above that is material to the
                    Company.




                                       21
<PAGE>



        (g) Permits.  Exhibit 3.15 is a true and accurate  list of all licenses,
certificates,  permits,  franchises,  rights, code approvals and private product
approvals (collectively,  "Permits") held by the Company. Except for the Permits
listed on Exhibit 3.15, there are no Permits,  whether federal,  state, local or
foreign,  which are  necessary  for the lawful  operation of the business of the
Company.

        (h)  Insurance.  Exhibit 3.16  contains an accurate and complete list of
all policies of fire, liability, workers' compensation, title and other forms of
insurance  owned,  held  by or  applicable  to the  Company  (or its  assets  or
business)..  All such  policies are in full force and effect,  all premiums with
respect  thereto  covering all periods up to and including the Closing Date have
been paid, and no notice of  cancellation  or termination has been received with
respect to any such policy. Such policies are sufficient for compliance with (i)
all  requirements of Law and (ii) all Contracts to which the Company is a party,
and are valid,  outstanding and enforceable  policies.  Such insurance  policies
provide  types and  amounts of  insurance  customarily  obtained  by  businesses
similar to the business of the Company.  Except as set forth in Exhibit 3.16 the
Company  has not been  refused  any  insurance  with  respect  to its  assets or
operations,  and its coverage has not been limited by any  insurance  carrier to
which  it has  applied  for any such  insurance  or with  which  it has  carried
insurance, during the last three (3) years.

        3.8  Employee Benefits.

        (a) General.  The Company is not a party to and does not  participate in
or have any liability or contingent liability with respect to:

               (i)  any "employee  welfare  benefit  plan" or "employee  pension
                    benefit  plan" as those  terms are  respectively  defined in
                    sections 3(1) and 3(2) of ERISA, other than a "multiemployer
                    plan" (as defined in section  3(37) of ERISA)  (referred  to
                    collectively hereinafter in this Section as "plans");

               (ii) any  retirement  or deferred  compensation  plan,  incentive
                    compensation  plan,  stock plan,  unemployment  compensation
                    plan,   vacation  pay,   severance  pay,  bonus  or  benefit
                    arrangement,  insurance  or  hospitalization  program or any
                    other fringe benefit  arrangements for any current or former
                    employee, director, consultant or agent, whether pursuant to
                    contract,  arrangement,  custom or  informal  understanding,
                    which does not  constitute  an "employee  benefit  plan" (as
                    defined in section 3(3) of ERISA)  (referred to collectively
                    hereinafter in this Section as "arrangements"); or

              (iii) any employment,  consulting or agency agreement (referred to
                    collectively hereinafter in this Section as "agreements").

                                       22
<PAGE>

        (d)  Multiemployer  Plans.  The Company has no employee  pension benefit
plan which is a  multiemployer  plan with  respect to which the Company may have
any  liability  (including  any  liability  attributable  to a current or former
member of the Company's  "controlled group" as defined in section 4001(a)(14) of
ERISA).

        3.9 Employment and Labor Matters. Exhibit 3.18 contains a true, complete
and accurate  list of the names,  titles,  annual  compensation  (including  all
bonuses and similar  payments made with respect to each such  individual for the
current and preceding fiscal years) of all directors,  officers and employees of
the Company who have an annual  aggregate  remuneration  of $40,000 or more. The
Company has and currently is conducting its business in full compliance with all
Laws relating to employment  and employment  practices,  terms and conditions of
employment,  wages and  hours,  affirmative  action,  and  nondiscrimination  in
employment.  The relationships of the Company with its employees are good; there
is, and during the past five years  there has been,  no labor  strike,  dispute,
slow-down,   work  stoppage  or  other  labor  difficulty  actually  pending  or
threatened  against or involving  the Company and no attempt is currently  being
made or during the past three years has been made to organize  any  employees of
the Company to form or enter a labor union or similar organization. Exhibit 3.18
contains a list of all grievances by employees during the past three years which
have   resulted  in  a  significant   change  in  work   practices  or  contract
interpretation or terms or resulted in arbitration.

        3.10  Taxes.

        (a) The amounts provided as a liability on the Financial  Statements for
all Taxes are adequate to cover all unpaid liabilities for all Taxes, whether or
not disputed,  that have accrued with respect to or are applicable to the period
ended on and  including  the  Closing  Date or to any  years and  periods  prior
thereto and for which the Company may be directly or contingently  liable in its
own right or as a  transferee  of the assets of, or  successor  to, any  Person,
including,  without  limitation,  any  liability  arising  under  Treas.  Reg. ?
1.1502-6.  The Company has not  incurred any Tax  liabilities  other than in the
ordinary  course of  business  for any  taxable  year for  which the  applicable
statute of limitations has not expired; there are no Tax Liens (other than Liens
for current Taxes not yet due and payable) upon the  properties or assets of the
Company.  Except as set forth on Exhibit  3.10,  the  Company has not granted or
been requested to grant any waiver of any statutes of limitations  applicable to
any claim for Taxes.

        (b) All federal, state, local and foreign income,  corporation and other
Tax Returns have been filed for the Company and the Group, and all other filings
in  respect  of Taxes  have been made for the  Company  and the  Group,  for all
periods  through and including  the Closing Date as required by applicable  Law.



                                       23
<PAGE>

All Taxes shown as due on all such Tax Returns and other filings have been paid.
Each such Tax Return and filing is true and  correct and neither the Company nor
the Group has or will have any  additional  liability  for Taxes with respect to
any Tax Return or other filing  heretofore filed or which was required by Law to
be filed,  other than as reflected as  liabilities  on the Financial  Statements
(which  shall not  include any amount  reflected  as a  liability  for  deferred
taxes).  Except as set forth in Exhibit  3.19,  none of the Tax Returns or other
filings  that include the  operations  of the Company or the Group has ever been
audited or investigated by any Governmental Authority,  and no facts exist which
would  constitute  grounds for the  assessment  of any  additional  Taxes by any
Governmental  Authority  with respect to the taxable  years  covered in such Tax
Returns and filings.  Except as set forth in Exhibit  3.10,  no material  issues
have been raised in any examination by any  Governmental  Authority with respect
to the business and operations of the Company or the Group which, by application
of similar  principles,  reasonably  could be  expected  to result in a proposed
adjustment to the liability for Taxes for any other period not so examined.  All
Taxes  which the  Company  and the  Group are  required  by Law to  withhold  or
collect, including without limitation, sales and use taxes, and amounts required
to be withheld for Taxes of employees  and other  withholding  taxes,  have been
duly withheld or collected and, to the extent  required,  have been paid over to
the proper  Governmental  Authorities  or are held in separate bank accounts for
such purpose.  All information  returns  required to be filed by the Company and
the Group,  or either of them,  prior to the Closing Date have been (or will be)
filed,  and all statements  required to be furnished to payees by the Company or
the Group prior to the Closing Date have been furnished to such payees,  and the
information  set  forth on such  information  returns  and  statements  is true,
complete and correct.

        (c)  Neither  of  Sellers  is a  "foreign  person" as defined in Section
1445(f)(3) of the Code.

        (d)  Neither  the  Company  nor the Group is a party to or is  otherwise
subject  to  any  arrangement  having  the  effect  of or  giving  rise  to  the
recognition  of a deduction or loss in a taxable  period ending on or before the
Closing Date,  and a  corresponding  recognition  of taxable income or gain in a
taxable  period  ending after the Closing Date,  or any other  arrangement  that
would have the effect of or give rise to the  recognition  of taxable  income or
gain in a taxable period ending after the Closing Date without the receipt of or
entitlement to a corresponding amount of cash.

        (e) Neither  the Company nor the Group is subject to any joint  venture,
partnership  or other  arrangement or contract which is treated as a partnership
for federal income tax purposes.  Except for any tax-sharing  agreement which is
attached to Exhibit  3.19 as an exhibit,  neither the Company nor the Group is a
party to any tax-sharing agreement.

        (f)  None of the  assets  of the  Company  constitutes  tax-exempt  bond
financed  property or tax-exempt use property  within the meaning of Section 168
of the Code,  and none of the assets  reflected on the  Financial  Statements is
subject to a lease,  safe harbor lease or other arrangement as a result of which
the Company is not treated as the owner for federal income tax purposes.

                                       24
<PAGE>

        (g) The Company has not made or become  obligated to make,  and will not
as a result of any event  connected  with any  transaction  contemplated  herein
become obligated to make, any "excess  parachute  payment" as defined in Section
280G of the Code (without regard to subsection (b)(4) thereof).

        (h) The basis of all depreciable or amortizable  assets, and the methods
used in determining  allowable  depreciation  or  amortization  (including  cost
recovery) deductions of the Company, are correct and in compliance with the Code
and the regulations thereunder.

        3.11  No Defaults or Violations.

        (a) The Company has not breached any  provision of, nor is it in default
under the terms of, any  Contract  to which it is a party or under  which it has
any rights or by which it is bound,  and no other party to any such Contract has
breached such Contract or is in default thereunder.

        (b) The Company is in compliance  with,  and no violation  exists under,
any and all Laws applicable to the Company.

        (c) No notice from any  Governmental  Authority has been received by the
Company  claiming any violation of any Law  (including  any building,  zoning or
other  ordinance)  or  requiring  any  work,  construction  or  expenditure,  or
asserting any Tax, assessment or penalty.

        3.12  Environmental Matters.

        (a) The business, operations and facilities (whether owned or leased) of
the  Company,  and  all  existing  uses  of and  activities  on or at any of the
properties  or  facilities  (whether  owned or  leased) of the  Company,  are in
material compliance with all Environmental Laws in effect as of the date hereof,
and no condition  exists or event has occurred which,  with or without notice or
the passage of time or both, would constitute a violation of or give rise to any
Lien under any Environmental Law;

        (b) The Company is in possession of all Environmental  Permits necessary
or desirable for the conduct or operation of its business (or any part thereof),
and is in  material  compliance  with all of the  requirements,  conditions  and
limitations included in such Environmental Permits;

               (c)  There is no,  and the  Company  has not used or stored  any,
                    Hazardous  Material in, on, or at any of the  properties  or
                    facilities now or previously  owned or leased by the Company
                    except for inventories of substances  listed on Exhibit 3.21
                    which are used or are to be used in the  ordinary  course of
                    business  (which  inventories  have  been  stored,  used and
                    disposed of in accordance with all applicable  Environmental
                    Laws and Environmental Permits)

                                       25
<PAGE>

        (d) The  Company  has not  received  any  notice  from any  Governmental
Authority or any other Person that any past or present  aspect of the  business,
operations  or  facilities  (whether  owned  or  leased)  of the  Company  is in
violation of any Environmental Law or Environmental  Permit, or that the Company
is  responsible  or  liable  (or  potentially  responsible  or  liable)  for the
investigation,  cleanup  or  remediation  of  any  Hazardous  Materials  at  any
location;

        (e) The  Company  has not at any  time  deposited  or  incorporated  any
Hazardous Material into, on, beneath, or adjacent to any property;

        (f) The Company is not the subject of any  litigation or  proceedings in
any  forum,  judicial  or  administrative,   involving  a  demand  for  damages,
injunctive  relief,  penalties,  or other  potential  liability  with respect to
violations of or liability under any Environmental Law;

        (g) The Company has timely filed all reports and notifications  required
to be filed with respect to all of its  operations,  properties  and  facilities
(whether owned or leased) and has generated and maintained all required  records
and data under all applicable Environmental Laws;

        (h) Neither the Company nor any  predecessor  thereof has transported or
arranged for the  transportation of any Hazardous Material to any location which
is listed or proposed for listing on the National  Priorities  List  pursuant to
CERCLA or on any similar state list; and

        (i) No  condition  exists  or has  existed  or event has  occurred  with
respect to (i) any property that was at any time owned or leased,  or any direct
or  indirect  subsidiary  that  was at any  time  owned,  by  the  Company,  any
predecessor  to the  Company or any Person  that is or was an  Affiliate  of the
Company,  which property or subsidiary has been sold, transferred or disposed or
for which any lease has terminated or (ii) any predecessor to the Company,  that
could (in the case of  either of the  foregoing  clauses  (i) or (ii)),  with or
without  notice,  passage  of time or both,  give rise to any  present or future
liability of the Company pursuant to any Environmental Law.

        3.13  Litigation.

        (a) There are no actions, suits, arbitrations, regulatory proceedings or
other  litigation,   proceedings  or  governmental   investigations  pending  or
threatened  against or affecting the Company or any of its officers,  directors,
employees,  agents or stockholders  thereof in their capacity as such, or any of
the Company's  properties or businesses,  and neither of Sellers is aware of any
facts or circumstances  which may give rise to any of the foregoing.  All of the
proceedings  pending or  threatened  against the  Company  are fully  covered by
insurance policies (or other indemnification  agreements with third parties) and
are being  defended by the  insurers  (or such third  parties),  subject to such
deductibles as are set forth in such Schedule. The Company is not subject to any
order, judgment, decree, injunction, stipulation or consent order of or with any
court or other  Governmental  Authority.  The Company  has not entered  into any
agreement to settle or compromise any proceeding  pending or threatened  against
it which has  involved  any  obligation  other than the  payment of money or for
which the Company has any continuing obligation.

                                       26
<PAGE>

        (b) There are no claims, actions,  suits,  proceedings or investigations
pending or  threatened  by or against  the  Company or either or both of Sellers
with respect to this Agreement or the Related Agreements,  or in connection with
the transactions  contemplated hereby or thereby, and neither of Sellers has any
reason to  believe  there is a valid  basis for any such  claim,  action,  suit,
proceeding, or investigation.

        3.14 No  Conflict  of  Interest.  Neither  of  Sellers  nor any of their
Affiliates have or claim to have any direct or indirect interest in any tangible
or intangible  property used in the business of the Company,  except as a holder
of Shares.  Neither of Sellers  nor any of their  Affiliates  have any direct or
indirect  interest in any other Person which conducts a business similar to, has
any Contract or  arrangement  with,  or does  business or is involved in any way
with,  the  Company,  except for the  ownership  of less than 2% of any class of
securities of any publicly held corporation.

        3.15 Bank  Accounts.  Exhibit 3.24 sets forth the names and locations of
each bank or other  financial  institution  at which the  Company has an account
(giving  the account  numbers) or safe  deposit box and the names of all Persons
authorized to draw thereon or have access thereto, and the names of all Persons,
if any, now holding  powers of attorney or  comparable  delegation  of authority
from the Company and a summary statement thereof.

        3.16 Claims  Against  Officers  and  Directors.  There are no pending or
threatened  claims  against  any  director,  officer,  employee  or agent of the
Company  or  any  other   Person   which  could  give  rise  to  any  claim  for
indemnification against the Company.

        3.17 Due  Diligence  Materials.  Sellers shall have provided to Buyer or
its representatives,  in accordance with the terms of Section 5.2, all documents
of the  character  and  type  requested  by Buyer  in  connection  with its "due
diligence"  investigation  of the  Company,  and there are no  documents  in the
possession  of  Sellers,  the  Company  or any of  their  respective  agents  or
representatives of a character or type described in such requests which have not
been so provided to Buyer or its representatives.

        3.18  Improper and Other  Payments.  To the best of Sellers'  knowledge,
except as set (a) neither the Company, any director, officer, employee, agent or
representative  of the Company,  nor any Person acting on behalf of any of them,
has made, paid or received any bribes, kickbacks or other similar payments to or
from any Person,  whether  lawful or unlawful,  (b) no  contributions  have been
made,  directly  or  indirectly,  to a domestic  or foreign  political  party or
candidate and (c) no improper foreign payment (as defined in the Foreign Corrupt
Practices Act) has been made.

                                       27
<PAGE>

        3.19  Brokers.  None of  Sellers or the  Company  has used any broker or
finder in connection  with the  transactions  contemplated  hereby,  and neither
Buyer nor any  Affiliate  of Buyer has or shall have any  liability or otherwise
suffer or incur any Loss as a result of or in  connection  with any brokerage or
finder's  fee or other  commission  of any Person  retained by either or both of
Sellers  or  by  the  Company  in  connection  with  any  of  the   transactions
contemplated by this Agreement.

        3.20 Accuracy of  Statements.  Neither this  Agreement nor any schedule,
exhibit,  statement, list, document,  certificate or other information furnished
or to be  furnished  by or on behalf of the Company or either or both of Sellers
to Buyer or any  representative  or Affiliate of Buyer in  connection  with this
Agreement  or any of the  transactions  contemplated  hereby  contains  or  will
contain any untrue statement of a material fact or omits or will omit to state a
material fact necessary to make the statements  contained herein or therein,  in
light of the circumstances in which they are made, not misleading.

        3.21  Investigation.  It shall be no  defense to an action for breach of
this Agreement  that Buyer or its agents have (or have not) made  investigations
into the affairs of the  Company or that the  Company or Sellers  could not have
known of the misrepresentation or breach of warranty.

                                   ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF BUYER

        Buyer represents and warrants to each of Sellers, as of the date of this
Agreement and as of the Closing Date, as if such  representations and warranties
were remade on the Closing Date, as follows:

        4.1  Due  Incorporation.  Buyer  is a  limited  liability  company  duly
organized,  validly existing and in good standing under the laws of the State of
Kentucky , with all requisite  power and authority to own, lease and operate its
properties  and to carry on its  business as they are now being  owned,  leased,
operated and conducted.

        4.2 Due Authorization.  Buyer has full power and authority to enter into
this Agreement and the Related  Agreements  and to consummate  the  transactions
contemplated  hereby and thereby.  The  execution,  delivery and  performance by
Buyer of this  Agreement  and  Related  Agreements  have been  duly and  validly
approved by the board of directors of Buyer and no other actions or  proceedings
on the part of Buyer are  necessary to  authorize  this  Agreement,  the Related



                                       28
<PAGE>

Agreements and the transactions  contemplated hereby and thereby. Buyer has duly
and validly  executed  and  delivered  this  Agreement  and has duly and validly
executed and delivered the Related  Agreements.  This  Agreement and the Related
Agreements  constitute  legal,  valid and binding  obligations of Buyer, in each
case  enforceable  in accordance  with their  respective  terms,  except as such
enforceability may be limited by applicable bankruptcy,  insolvency, moratorium,
reorganization  or  similar  laws in effect  which  affect  the  enforcement  of
creditors' rights generally and by equitable  limitations on the availability of
specific remedies.

        4.3  Consents and Approvals; Authority Relative to This Agreement.

        (a) No consent,  authorization  or approval of,  filing or  registration
with, or cooperation from, any Governmental  Authority or any other Person not a
party to this Agreement is necessary in connection with the execution,  delivery
and  performance by Buyer of this  Agreement and the Related  Agreements and the
consummation of the transactions contemplated hereby and thereby.

        (b) The execution,  delivery and  performance by Buyer of this Agreement
and its Related  Agreements  do not and will not,  and the  consummation  of the
transactions  contemplated hereby and thereby does not and will not, (i) violate
any Law; or (ii) violate or conflict  with any provision of the  certificate  of
incorporation, charter, bylaws or similar organizational instruments of Buyer.

                                    ARTICLE V

                                    COVENANTS

        5.1 Implementing Agreement.  Subject to the terms and conditions hereof,
each  party  hereto  shall use its  reasonable  best  efforts to take all action
required of it to fulfill its obligations  under the terms of this Agreement and
to facilitate the consummation of the  transactions  contemplated  hereby.  Each
Seller agrees that unless this  Agreement is  terminated in accordance  with the
provisions  of Section 9.1,  each Seller will not encumber the Shares,  will not
sell the Shares to any Person  other than Buyer (or an  Affiliate  of Buyer) and
will not take any other  action  which  would have the effect of  preventing  or
disabling each Seller's  respective  performance of its  obligations  under this
Agreement.

        5.2.  Access to Information and Facilities.

        (a) From and after the date of this  Agreement  or such  earlier time as
Buyer and Sellers shall have mutually agreed, Sellers shall, and shall cause the
Company to, give Buyer and Buyer's  representatives  unrestricted  access during
normal business hours to all of the facilities,  properties,  books,  Contracts,
commitments and records of the Company and shall make the officers and employees
of the  Company  available  to Buyer  and its  representatives  as Buyer and its
representatives shall from time to time request; provided,  however, that access
to  Company  Confidential  Information  shall be  provided  not  later  than ten
Business  Days  prior to the  Closing.  Buyer  and its  representatives  will be
furnished with any and all information concerning the Company which Buyer or its
representatives reasonably request.

                                       29
<PAGE>

        (b) Except as may be  reasonably  necessary to carry out this  Agreement
and the  transactions  contemplated  hereby,  Buyer  will  not,  will  cause its
Affiliates  not  to,  and  will  instruct  its and its  Affiliates'  agents  and
financing sources not to disclose Company Confidential Information to any Person
other than Buyer's  employees,  agents and financing sources on a "need to know"
basis without the prior consent of the Company, unless compelled to disclose any
such Company Confidential  Information by judicial or administrative process or,
in the opinion of Buyer's counsel, by other requirements of law.

        (c) Except as may be  reasonably  necessary to carry out this  Agreement
and the  transactions  contemplated  hereby,  Sellers will not, will cause their
Affiliates  to not, and will  instruct  their and their  Affiliates'  agents and
financing  sources to not disclose  any Buyer  Confidential  Information  to any
Person other than  Sellers' or the  Company's  employees,  agents and  financing
sources  without the prior  consent of Buyer,  unless  compelled to disclose any
such Buyer Confidential Information by judicial or administrative process or, in
the opinion of Sellers' counsel, by other requirements of law.

        5.3 Preservation of Business.  From the date of this Agreement until the
Closing  Date,  Sellers  shall cause the Company to operate only in the ordinary
and usual course of business and consistent  with past  practice,  and shall use
their best efforts to (a)  maintain  the assets of the Company in  substantially
their  current  state of repair,  excepting  normal wear and tear,  and preserve
intact the present  business  organization  and  personnel of the  Company,  (b)
preserve  the  goodwill  and  advantageous  relationships  of the  Company  with
customers,  suppliers,  independent  contractors,  employees  and other  Persons
material  to the  operation  of its  business,  and (c) not permit any action or
omission which would cause any of the  representations  or warranties of Sellers
contained  herein to become  inaccurate or any of the covenants of Sellers to be
breached.

        5.4 Consents and  Approvals.  Sellers shall use their best efforts,  and
shall  cause  the  Company  to use its best  efforts,  to obtain  all  consents,
approvals,  certificates  and other  documents  required in connection  with the
performance by any such parties of this Agreement and their  respective  Related
Agreements and the  consummation  of the  transactions  contemplated  hereby and



                                       30
<PAGE>

thereby.  Sellers  shall,  and shall cause the  Company  to,  make all  filings,
applications,  statements and reports to all Governmental  Authorities and other
Persons  which are required to be made prior to the Closing Date by or on behalf
of either or both of Sellers, the Company or any of their respective  Affiliates
pursuant to any applicable Law or Contract in connection  with this Agreement or
any of their respective  Related  Agreements and the  transactions  contemplated
hereby and thereby,  including  prompt  filings  under the HSR Act and expedited
submission of all materials required by any Governmental Authority in connection
with such filings.  Buyer shall make all filings,  applications,  statements and
reports to all Governmental  Authorities and other Persons which are required to
be made  prior  to the  Closing  Date by or on  behalf  of  Buyer  or any of its
Affiliates  pursuant to any applicable  Law or Contract in connection  with this
Agreement or any Related Agreement and the transactions  contemplated hereby and
thereby,  including prompt filings under the HSR Act and expedited submission of
all materials  required by any  Governmental  Authority in connection  with such
filings.

        5.5  Maintenance  of  Insurance.  Sellers  shall  cause the  Company  to
continue to carry its existing insurance through the Closing Date, and shall not
allow  any  breach,  default,  termination  or  cancellation  of such  insurance
policies or agreements to occur or exist.

        5.6  Resignation  of Officers and  Directors.  Sellers  shall cause each
officer and member of the Board of  Directors  of, and each trustee or fiduciary
of any plan or arrangement  involving  employee benefits of, the Company,  if so
requested  by  Buyer,  to  tender  his or her  resignation  from  such  position
effective  as  of  the  Closing.  Prior  to  resignation,  Sellers  shall  cause
appointment  of the  designees  of the Buyer to hold  positions  as Officers and
Directors.

        5.7  Supplemental Information.

        (a)  From  time to time  prior to the  Closing,  Sellers  will  promptly
disclose in writing to Buyer any matter  hereafter  arising which,  if existing,
occurring or known at the date of this Agreement  would have been required to be
disclosed to Buyer or which would render inaccurate any of the  representations,
warranties or statements set forth herein.  No  information  provided to a party
pursuant  to  this   Section   shall  be  deemed  to  cure  any  breach  of  any
representation, warranty or covenant made in this Agreement.

        (b) From time to time prior to the Closing, Buyer will promptly disclose
in writing to Sellers any matter hereafter arising which, if existing, occurring
or known at the date of this Agreement  would have been required to be disclosed
to  Sellers  or  which  would  render  inaccurate  any of  the  representations,
warranties or statements set forth in Article IV hereof. No information provided
to a party  pursuant to this  Section  shall be deemed to cure any breach of any
representation, warranty or covenant made in this Agreement.

        5.8  Exclusivity.

        Neither of Sellers  and none of the  Company or any of their  respective
directors,  officers,  employees,  representatives,  agents or Affiliates shall,
directly or indirectly,  solicit,  initiate,  encourage,  respond  favorably to,
permit or condone  inquiries  or  proposals  from,  or provide any  confidential
information  to, or participate in any  discussions  or  negotiations  with, any



                                       31
<PAGE>

Person (other than Buyer,  and the respective  directors,  officers,  employees,
representatives and agents) concerning (i) any merger, sale of assets not in the
ordinary  course  of  business,  acquisition,  business  combination,  change of
control or other similar transaction involving the Company, or (ii) any purchase
or other  acquisition by any Person of the Shares, or (iii) any sale or issuance
by the Company of any shares of its capital stock.  Sellers will promptly advise
Buyer of, and communicate to Buyer the terms and conditions of (and the identity
of the Person making), any such inquiry or proposal received.

        5.9  Tax Indemnity.

        (a) For purposes of this Agreement,  "Tax Indemnification  Period" means
the period,  (including  all prior  taxable  years)  ending on and including the
Closing  Date.  For any taxable  year of the  Company  that does not end on, and
would otherwise  extend beyond,  the Closing Date, there shall be a deemed short
taxable year ending on and including such date and a second deemed short taxable
year  beginning  on and  including  the day after such  date.  For  purposes  of
allocating  gross income and deductions  between deemed short taxable years, the
books of the Company  shall be closed as of the close of business of the Closing
Date, and all amounts of income,  gain, loss and deduction shall be reflected in
the period in which such items accrued under the Company's normal tax accounting
methods.

        (b) Sellers agree to jointly and severally indemnify Buyer against,  and
agree to hold it harmless  from,  any and all Losses  incurred or suffered by it
relating to or arising out of or in connection  with any and all Taxes that have
become due and payable during, or which have accrued with respect to the Company
for,  any period  included in the Tax  Indemnification  Period and that have not
been paid prior to the  Closing  Date or reserved  on the  Financial  Statements
(which  reserves shall not take into account any liability for deferred  taxes).
Any Taxes  attributable  to the operations of the Company payable as a result of
an audit of any Tax  Return  shall be deemed to have  accrued  in the  period to
which such Taxes are attributable.

        5.10  Termination  of Certain  Agreements.  Each Seller shall,  and each
Seller  agrees  that it shall  cause the  Company  to,  and the  Company  shall,
effective  as of the  Closing,  without  any  cost  to the  Company,  terminate,
rescind,  cancel and render void and of no effect all of the  Contracts  between
the  Company on the one hand and such  Seller or any of its  Affiliates,  as the
case may be (other  than the  Company) on the other  hand,  and those  Contracts
entered into pursuant to this Agreement.

        5.11  Required  Information  for  Internal  Revenue  Service  Form 8820.
Sellers  shall provide  Buyer or the Company with all  information  requested by
Buyer or the Company for purposes of completing  Internal  Revenue  Service Form
8820  with  respect  to the  transactions  described  in  this  Agreement.  Such
information  shall be  provided  in  writing  within 15 days of the  receipt  by
Sellers of a request for such information.

                                       32
<PAGE>

                                   ARTICLE VI

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

        The  obligations of Buyer under Article II of this Agreement are subject
to the satisfaction or waiver by Buyer of the following  conditions precedent on
or before the Closing Date:

        6.1  Warranties  True as of Both  Present  Date and  Closing  Date.  The
representations  and  warranties  of Sellers  contained  herein  shall have been
accurate,  true and correct on and as of the date of this  Agreement,  and shall
also be  accurate,  true and correct on and as of the Closing Date with the same
force and  effect as  though  made by  Sellers  on and as of the  Closing  Date,
unless, in each case, any such inaccuracy, untruth or incorrectness with respect
thereto shall not (i) have been willful on the part of either Seller and (ii) be
reasonably likely to result in a Company Material Adverse Effect.

        6.2 Compliance  with  Agreements and Covenants.  Sellers and the Company
shall  have  performed  and  complied  with all of their  respective  covenants,
obligations  and  agreements  contained in this  Agreement  to be performed  and
complied with by them on or prior to the Closing Date.

        6.3 Consents and Approvals.  Buyer shall have received  written evidence
satisfactory  to  Buyer  that  all  consents  and  approvals  required  for  the
consummation  of the  transactions  contemplated  hereby  or the  ownership  and
operation by Buyer of the Company and its business have been  obtained,  and all
required  filings have been made,  including those set forth on Exhibit 3.3, and
excluding those excluded as set forth on Exhibit 3.3.

        6.4  Documents.  Buyer  shall  have  received  all  of  the  agreements,
documents and items specified in Section 8.2.

        6.5 Due Diligence  Review.  Buyer shall have been satisfied with (i) the
results of its  investigation  and review of the business,  operations,  assets,
liabilities,  results of operations, cash flows, condition and prospects of, and
other matters relating to, the Company and (ii) the results of its investigation
and review  that  there is no  material  adverse  misstatement  with  respect to
Sellers' representations set forth herein.

        6.6 Delivery of Exhibits.  All exhibits  respecting  the Company  and/or
Sellers  or  either  of them have been  delivered  in final  form at least  five
Business Days prior to the Closing Date (not counting the Closing Date as one of
such Days) and no such exhibit  contains or reflects a Material  Adverse  Change
from the last  previous  draft  of such  exhibit  or,  if  none,  the last  oral
discussion or written memorandum respecting such exhibit or schedule.



                                       33
<PAGE>

        6.7 No Material Adverse Change. No Company Material Adverse Change shall
have occurred and no event shall have occurred which, in the reasonable judgment
of Buyer, is reasonably likely to have a Company Material Adverse Effect.

        6.8 Actions or Proceedings.  No action or proceeding by any Governmental
Authority or other Person shall have been  instituted  or  threatened  which (a)
might have a Company Material Adverse Effect,  or (b) could enjoin,  restrain or
prohibit, or could result in substantial damages in respect of, any provision of
this  Agreement  or any of the Related  Agreements  or the  consummation  of the
transactions contemplated hereby or thereby or any integration of any operations
of the Company with those of Buyer and its Affiliates.

                                   ARTICLE VII

                 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS

        The  obligations  of  Sellers  under  Article II of this  Agreement  are
subject to the  satisfaction  or waiver by Sellers of the  following  conditions
precedent on or before the Closing Date:

        7.1  Warranties  True as of Both  Present  Date and  Closing  Date.  The
representations  and  warranties  of Buyer  contained  herein  shall  have  been
accurate,  true and correct on and as of the date of this  Agreement,  and shall
also be  accurate,  true and correct on and as of the Closing Date with the same
force and effect as though made by Buyer on and as of the Closing Date.

        7.2 Compliance with Agreements and Covenants. Buyer shall have performed
and complied with all of its respective  covenants,  obligations  and agreements
contained in this  Agreement to be performed and complied with by it on or prior
to the Closing Date.

        7.3  Documents.  Seller  shall  have  received  all of  the  agreements,
documents and items specified in Section 8.3.

        7.4 Actions or Proceedings.  No action or proceeding by any Governmental
Authority or other Person shall have been  instituted or threatened  which could
enjoin,  restrain or prohibit, or could result in substantial damages in respect
of, any  provision  of this  Agreement or any of the Related  Agreements  or the
consummation  of  the  transactions   contemplated  hereby  or  thereby  or  any
integration  of any  operations  of the  Company  with  those of  Buyer  and its
Affiliates, including its Subsidiaries.

        7.5 Consents and Approvals. Sellers shall have received written evidence
satisfactory  to  Sellers  that all  consents  and  approvals  required  for the
consummation of the transactions contemplated hereby have been obtained, and all
required filings have been made, including those set forth in Exhibit 4.3.


                                       34
<PAGE>

        7.6  Reporting  Status.  The Company  shall  continue to submit  current
reports  required to be filed with the  Securities  and Exchange  Commission and
shall provide copies of any reports filed to Buyer..

        7.7 Listing Requirement. The Company shall take whatever action required
to not incur a  cessation  of the  listing of its shares of common  stock on the
Over the Counter Bulletin Board.

                                  ARTICLE VIII

                                     CLOSING

        8.1 Closing.  The Closing  shall be scheduled to occur at the offices of
NevWest Securities Corp., 2654 West Horizon Ridge Parkway, Suite B-3, Henderson,
Nevada,  at 10:00 a.m. on the earlier  of: (i)  October 31,  2001,  or (ii) such
later date as the parties  hereto shall  mutually  agree.  The Closing,  and all
transactions  to occur at the  Closing,  shall be deemed to have taken place at,
and shall be effective as of, the close of business on the Closing Date.

        8.2  Deliveries  by Sellers.  At the  Closing,  in addition to any other
documents or agreements required under this Agreement,  Sellers shall deliver to
Buyer the following:

        (a) Certificates  evidencing all of the Shares, which certificates shall
be duly endorsed in blank or accompanied by duly executed stock powers;

        (b)  Appointment of directors and officers of the Company to be selected
by Buyer.

        (c) The resignations of Martin Bothmann and Michael Zuliani as directors
and officers of the Company;

        (d)  Evidence,  in form  satisfactory  to Buyer,  that all  consents and
approvals have been obtained;

        (e) A written  statement from each Person holding a Lien upon any of the
assets of the  Company,  or upon any Shares,  confirming  the  repayment  of the
indebtedness  secured thereby and the release as of the Closing Date of (i) such
Lien and (ii) all obligations under any and all Contracts relating thereto;

        (f) The  Certificates  of  Incorporation  or similar  instruments of the
Company  certified  by the  Secretary  of  State  or  equivalent  Person  of the
jurisdiction of incorporation of the Company,  and Bylaws or similar instruments
of the Company, certified by the Secretary of the Company;



                                       35
<PAGE>

        (g)  Certificates  of Good  Standing  for the Company from the States of
Nevada and [Indiana];

        (h) An opinion,  dated the Closing  Date, of counsel for Sellers and the
Company substantially in the form attached hereto as Exhibit 8.2(h);

        (i) A certificate of the Company's Secretary  certifying  resolutions of
the Board of Directors of the Company  approving this  Agreement,  the Company's
Related  Agreements  and  the  transactions   contemplated  hereby  and  thereby
(together with an incumbency and signature  certificate regarding the officer(s)
signing on behalf of the Company).

        8.3 Deliveries by Buyer. At the Closing,  Buyer shall deliver to Sellers
the following:

        (a) The  respective  aggregate  amounts  payable  to each  Seller at the
Closing pursuant to Section 2.2;

        (b) A  certificate,  dated the Closing Date, of an executive  officer of
Buyer,  certifying  as to  compliance by Buyer as the case may be, with Sections
7.1 and 7.2;

        (c)  Certificates  of Buyer's  secretary  certifying  resolutions of the
board  of  directors  of  parties  approving  this  Agreement  and  its  Related
Agreements and the transactions  contemplated  hereby and thereby (together with
an incumbency  and signature  certificate  regarding the  officer(s)  signing on
behalf of Buyer);

        (d) Evidence,  in form  satisfactory  to Sellers,  that all consents and
approvals referred to in Exhibit 4.3 have been obtained; and

        (e)  An  opinion,   dated  the  Closing  Date,  of  counsel  for  Buyer,
substantially in the form of Exhibit 8.3(e).

                                   ARTICLE IX

                                   TERMINATION

        9.1.  Prior to or at Closing.

        9.1.1 This  Agreement  may be  terminated at any time prior to or at the
Closing by the mutual written consent of all parties to this Agreement.



                                       36
<PAGE>

        9.1.2.  This  Agreement  may be terminated by Company and the Sellers if
the  conditions  precedent set forth in Article VII shall have not been complied
with,  waived or performed and such  noncompliance or  nonperformance  shall not
have been cured or eliminated  (or by its nature cannot be cured or  eliminated)
by  Buyer  on or  before  Midnight,  Eastern  Time on  November  30,  2001  (the
"Termination Date").

        9.1.3.  This  Agreement  may be  terminated  by Buyer if the  conditions
precedent set forth in Article VI shall have not been complied  with,  waived or
performed and such noncompliance or nonperformance  shall not have been cured or
eliminated by the Company and/or the Sellers on or before November 30, 2001.

        9.1.4.  The Company may terminate this Agreement at any time prior to or
at the Closing if any of the  representations and warranties of Buyer in Article
IV of this Agreement were incorrect,  untrue or false in any material respect as
of the Agreement date or are incorrect,  untrue or false in any material respect
as of the proposed  Closing  date or Buyer has breached any of their  respective
covenants  of this  Agreement,  but in any case,  only to the  extent  that such
incorrectness,  untruth,  falsity or breach shall cause the condition  contained
herein to have failed, and the responsible party has not cured such breach prior
to the  earlier of (i) the  Closing,  or (ii) thirty (30) days after the Company
has  given  such  party a written  notice of its  intention  to  terminate  this
Agreement pursuant to this subsection.

        9.1.6. Buyer may terminate this Agreement at any time prior to or at the
Closing if any of the  representations  and warranties of the Company and/or the
Seller in Article III of this Agreement were  incorrect,  untrue or false in any
material  respect as of the Agreement date or are incorrect,  untrue or false in
any material  respect as of the proposed Closing date or any of such parties has
breached any of its covenants  under this  Agreement,  and it has not cured such
breach prior to the earlier of (i) the  Closing,  or (ii) thirty (30) days after
Buyer has given a written notice of his intention to terminate this Agreement to
the breaching party pursuant to this subsection.  Notwithstanding the foregoing,
Buyer may terminate this Agreement at any time prior to or at the Closing if the
Company shall have breached its covenants contained in herein.

        9.2.  Notice.  Any  termination of this Agreement  under this Article IX
will be  effective  by the  delivery of notice of the  terminating  party to the
other parties hereto.

        9.3.  No  Liability  for Proper  Termination.  Any  termination  of this
Agreement in accordance with this Article IX will be without further  obligation
or  liability  upon  any  party in favor of the  other  party  hereto  or to its
stockholders In the event of the termination of this Agreement  pursuant to this
Article IX, this Agreement shall  thereafter  become void and have no effect and
each party shall be  responsible  for its own  expenses  incurred in  connection
herewith.



                                       37
<PAGE>

                                    ARTICLE X

                                 INDEMNIFICATION

        10.1. Survival of Representations.  All representations,  warranties and
covenants  of Buyer,  The Company and Newco  contained  in this  Agreement  will
remain operative and in full force and effect,  regardless of any  investigation
made by other parties to this Agreement  until that date which is the earlier of
(i) the  termination  of this  Agreement  or (ii) twelve  (12) months  after the
Closing Date.

        10.2.  Agreement to Indemnify.

        10.2.1.  Buyer agrees to indemnify and hold harmless The Company and the
Sellers, their officers, directors, agents, shareholders and employees, and each
person,  if any, who controls or may control those parties within the meaning of
the 1933 Act or the 1934 Act (each  hereinafter  referred to  individually as an
"Indemnified Person" and collectively as "Indemnified Persons") from and against
any and all claims, demands,  suits, actions, causes of actions,  losses, costs,
damages,  liabilities and expenses  including,  without  limitation,  reasonable
attorneys' fees, other  professionals' and experts' reasonable fees and court or
arbitration costs (hereinafter  collectively  referred to as "Damages") incurred
and arising out of any inaccuracy, misrepresentation,  breach of, or default in,
any of the  representations,  warranties or covenants  given or made by Buyer in
this Agreement or in any certificate delivered by or on behalf of Buyer pursuant
hereto (if such inaccuracy, misrepresentation,  breach or default existed at the
Closing Date).  Any claim of indemnity made by an Indemnified  Person under this
section must be asserted in a writing delivered to Buyer by no later than thirty
notice of such claim.

        10.2.2.  The Company  agrees to indemnify  and hold  harmless  Buyer and
their officers,  directors, agents, shareholders and employees, and each person,
if any, who controls or may control those parties within the meaning of the 1933
Act  or  the  1934  Act  (each  hereinafter   referred  to  individually  as  an
"Indemnified Person" and collectively as "Indemnified Persons") from and against
any and all claims, demands,  suits, actions, causes of actions,  losses, costs,
damages,  liabilities and expenses  including,  without  limitation,  reasonable
attorneys' fees, other  professionals' and experts' reasonable fees and court or
arbitration costs (hereinafter  collectively  referred to as "Damages") incurred
and arising out of any inaccuracy, misrepresentation,  breach of, or default in,
any of the representations, warranties or covenants given or made by The Company
in this Agreement or in any certificate delivered by or on behalf of The Company
pursuant  hereto  (if such  inaccuracy,  misrepresentation,  breach  or  default
existed at the Closing  Date).  Any claim of  indemnity  made by an  Indemnified
Person  under this  section  must be  asserted in a writing  delivered  to Buyer
notice of such claim.



                                       38
<PAGE>

        10.2.3.  Sellers  agree to indemnify  and hold  harmless The Company and
Buyer their officers,  directors,  agents,  shareholders and employees, and each
person,  if any, who controls or may control those parties within the meaning of
the 1933 Act or the 1934 Act (each  hereinafter  referred to  individually as an
"Indemnified Person" and collectively as "Indemnified Persons") from and against
any and all claims, demands,  suits, actions, causes of actions,  losses, costs,
damages,  liabilities and expenses  including,  without  limitation,  reasonable
attorneys' fees, other  professionals' and experts' reasonable fees and court or
arbitration costs (hereinafter  collectively  referred to as "Damages") incurred
and arising out of any inaccuracy, misrepresentation,  breach of, or default in,
any of the  representations,  warranties or covenants  given or made by Newco in
this  Agreement  or in any  certificate  delivered by or on behalf of the Seller
pursuant  hereto  (if such  inaccuracy,  misrepresentation,  breach  or  default
existed at the Closing  Date).  Any claim of  indemnity  made by an  Indemnified
Person under this section must be asserted in a writing delivered to the Sellers
by no later than thirty (30) days notice of such claim.

        10.3.  Notice.  A  party  entitled  to  indemnification   hereunder  (an
"Indemnified Party") agrees to notify each party required to indemnify hereunder
(an  "Indemnifying  Party") with  reasonable  promptness  of any claim  asserted
against it in respect to which any  Indemnifying  Party may be liable under this
Agreement,  which  notification  shall be  accompanied  by a  written  statement
setting forth the basis of such claim and the manner of calculation  thereof. An
Indemnifying  Party  shall have the right to defend any such claim at its or his
own expense and with counsel of its or his choice; provided,  however, that such
counsel shall have been approved by the  Indemnified  Party prior to engagement,
which  approval  shall not be  unreasonably  withheld or delayed;  and  provided
further,  that the Indemnified  Party may participate in such defense,  if it so
chooses, with its own counsel and at its own expense.

                                   ARTICLE XI

                                  MISCELLANEOUS

        11.1 Expenses. Sellers shall pay all expenses of Sellers and the Company
(including  attorneys'  fees and  expenses)  and Buyer shall pay all expenses of
Buyer  (including  attorneys'  fees and  expenses),  in each  case  incurred  in
connection with this Agreement and the transactions contemplated hereby. Sellers
shall pay all sales, use, stamp, transfer,  service,  recording, real estate and
like taxes or fees, if any, imposed by any Governmental  Authority in connection
with the transfer and assignment of the Shares.

        11.2 Amendment.  This Agreement may be amended, modified or supplemented
but only in writing signed by each of the parties hereto.

        11.3 Notices. Any notice,  request,  instruction or other document to be



                                       39
<PAGE>

given  hereunder  by a party  hereto  shall be in writing and shall be deemed to
have been given, (a) when received if given in person or by courier or a courier
service,  (b) on the date of transmission  if sent by telex,  facsimile or other
wire  transmission or (c) six Business Days after being deposited in the U.S. or
Canadian mail, certified or registered mail, postage prepaid:

        (a)    If to Sellers, addressed as follows:

               Martin Bothmann, Michael Zuliani, Colin Fidler,
               Christine Recarey, St. Andrews Venture Capital and
               Brian Paradis
               2654 West Horizon Ridge Parkway, Suite B-3
               Henderson, Nevada  89052

        (b)    If to Buyer, addressed as follows:

               Midwest Merger Management, LLC.
               1700 Kentucky Life Building
               239 S. Fifth Home Street
               Louisville, Kentucky  40202

               with a copy to:

               Levy, Boonshoft & Spinelli, P.C.
               477 Madison Avenue
               New York, New York  10022
               Attention:  Charles J. Spinelli, Esq.

        (c)    If to the Company, addressed as follows:

               Certified Services, Inc.
               4850 W. Flamingo Road, #23
               Las Vegas, Nevada  89103

               with a copy to:

               ===========================
               ---------------------------

or to such  other  individual  or address as a party  hereto may  designate  for
itself by notice given as herein provided.

        11.4  Effect of Investigation.

                                       40
<PAGE>

        (a) Any due diligence  review,  audit or other  investigation or inquiry
undertaken  or  performed  by or on behalf of Buyer  shall not  limit,  qualify,
modify or amend the representations,  warranties or covenants of, or indemnities
by,  Sellers or the  Company  made or  undertaken  pursuant  to this  Agreement,
irrespective  of the  knowledge and  information  received (or which should have
been received) therefrom by Buyer.

        (b) Any due diligence  review,  audit or other  investigation or inquiry
undertaken  or  performed  by or on behalf of Sellers or the  Company  shall not
limit,  qualify,  modify or amend the representations,  warranties and covenants
of, or  indemnities  by, Buyer made or  undertaken  pursuant to this  Agreement,
irrespective  of the  knowledge and  information  received (or which should have
been received) therefrom by Sellers or the Company.

        11.5  Waivers.  The  failure  of a party  hereto at any time or times to
require  performance of any provision hereof shall in no manner affect its right
at a later time to enforce the same. No waiver by a party of any condition or of
any breach of any term,  covenant,  representation or warranty contained in this
Agreement shall be effective unless in writing, and no waiver in any one or more
instances  shall be  deemed  to be a further  or  continuing  waiver of any such
condition  or breach in other  instances  or a waiver of any other  condition or
breach of any other term, covenant, representation or warranty.

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

        11.7  Interpretation.  The headings  preceding  the text of Articles and
Sections  included in this  Agreement  and the headings to Exhibits  attached to
this  Agreement  are for  convenience  only and shall not be deemed part of this
Agreement or be given any effect in interpreting this Agreement.  The use of the
masculine,  feminine or neuter  gender  herein shall not limit any  provision of
this Agreement. The use of the terms "including" or "include" shall in all cases
herein mean "including,  without limitation" or "include,  without  limitation,"
respectively.  Underscored  references  to Articles,  Sections,  Subsections  or
Exhibits shall refer to those portions of this  Agreement.  Consummation  of the
transactions  contemplated herein shall not be deemed a waiver of a breach of or
inaccuracy in any representation,  warranty or covenant or of any party's rights
and  remedies  with  regard  thereto.  No specific  representation,  warranty or
covenant  contained herein shall limit the generality or applicability of a more
general  representation,  warranty or covenant  contained herein. A breach of or
inaccuracy in any representation,  warranty or covenant shall not be affected by
the fact that any more  general  or less  general  representation,  warranty  or
covenant was not also breached or inaccurate.

        11.8  Applicable  Law. This Agreement shall be governed by and construed
and  enforced  in  accordance  with the  internal  laws of the State of New York
without giving effect to the principles of conflicts of law thereof.



                                       41
<PAGE>

        11.9  Assignment.  This Agreement shall be binding upon and inure to the
benefit  of the  parties  hereto  and their  respective  estates,  heirs,  legal
representatives,  successors and assigns; provided,  however, that no assignment
of any  rights or  obligations  shall be made by any party  hereto  without  the
written  consent of each other  party  hereto,  except that Buyer may assign its
rights hereunder, but not its obligations, without such consent to any Affiliate
of Buyer.

        11.10 No  Third-Party  Beneficiaries.  This  Agreement is solely for the
benefit  of the  parties  hereto  and,  to the  extent  provided  herein,  their
respective  estates,  heirs,  successors,   Affiliates,   directors,   officers,
employees, agents and representatives,  and no provision of this Agreement shall
be deemed to confer upon other  third  parties  any  remedy,  claim,  liability,
reimbursement, cause of action or other right.


                                       42
<PAGE>

        11.11 Publicity. Prior to the Closing Date, except as required by Law or
the  rules of any stock  exchange,  no public  announcement  or other  publicity
regarding the transactions  referred to herein shall be made by Buyer,  Sellers,
the  Company  or  any  of  their  respective  Affiliates,  officers,  directors,
employees,  representatives  or agents,  without the prior written  agreement of
Buyer and  Sellers,  in any case,  as to form,  content,  timing  and  manner of
distribution or  publication;  provided,  however,  that nothing in this Section
shall prevent such parties from discussing such  transactions with those Persons
whose  approval,  agreement  or  opinion,  as the case may be, is  required  for
consummation of such particular transaction or transactions.

        11.12 Further  Assurances.  Upon the reasonable  request of Buyer,  each
Seller  will on and after the  Closing  Date  execute  and deliver to Buyer such
other documents,  releases, assignments and other instruments as may be required
to effectuate  completely  the transfer and  assignment to Buyer of, and to vest
fully in Buyer title to, the Shares,  and to otherwise carry out the purposes of
this Agreement.

        11.13  Severability.  If any provision of this  Agreement  shall be held
invalid, illegal or unenforceable,  the validity,  legality or enforceability of
the other provisions  hereof shall not be affected  thereby,  and there shall be
deemed  substituted  for the provision at issue a valid,  legal and  enforceable
provision as similar as possible to the provision at issue.

        11.14 Remedies  Cumulative.  Unless  otherwise  specified,  the remedies
provided  in this  Agreement  shall be  cumulative  and shall not  preclude  the
assertion  or exercise  of any other  rights or  remedies  available  by law, in
equity or otherwise.

        11.15 Entire  Understanding.  This Agreement and the Related  Agreements
set forth the entire  agreement  and  understanding  of the  parties  hereto and
supersede any and all prior agreements,  arrangements and  understandings  among
the parties.

        11.16  Jurisdiction of Disputes;  Waiver of Jury Trial. In the event any
party to this  Agreement  commences  any  litigation,  proceeding or other legal
action in connection with or relating to this Agreement,  any Related  Agreement
or any matters described or contemplated herein or therein,  with respect to any
of the matters described or contemplated herein or therein,  the parties to this
Agreement hereby (a) agree under all circumstances absolutely and irrevocably to
institute  any  litigation,  proceeding  or  other  legal  action  in a court of
competent jurisdiction located within the County of New York, State of New York,



                                       43
<PAGE>

whether  a state or  federal  court;  (b)  agree  that in the  event of any such
litigation,  proceeding  or action,  such  parties  will  consent  and submit to
personal  jurisdiction in any such court described in clause (a) of this Section
and to service of process  upon them in  accordance  with the rules and statutes
governing  service of process (it being  understood that nothing in this Section
shall be deemed to  prevent  any party  from  seeking  to remove any action to a
federal  court in New York,  New  York);  (c) agree to waive to the full  extent
permitted by law any objection  that they may now or hereafter have to the venue
of any such litigation,  proceeding or action in any such court or that any such
litigation, proceeding or action was brought in an inconvenient forum; (d) agree
that nothing  herein  shall affect the rights of any party to effect  service of
process in any other manner permitted by Law. EACH PARTY HERETO WAIVES THE RIGHT
TO A  TRIAL  BY JURY IN ANY  DISPUTE  IN  CONNECTION  WITH OR  RELATING  TO THIS
AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN
OR THEREIN,  AND AGREE TO TAKE ANY AND ALL ACTION  NECESSARY OR  APPROPRIATE  TO
EFFECT SUCH WAIVER.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first above written.

                                            MIDWEST MERGER MANAGEMENT, LLC

                                        By: /s/ Michelle Brown
                                            ----------------------------------
                                            Michelle Brown

                                            /s/ Martin Bothmann
                                            ---------------------------------
                                            Martin Bothmann

                                            /s/ Michael Zuliani
                                            ---------------------------------
                                            Michael Zuliani

                                            /s/ Colin Fidler
                                            ---------------------------------
                                            Colin Fidler

                                            /s/ Christine Recarey
                                            ---------------------------------
                                            Christine Recarey

                                            /s/ Brian Paradis
                                            ---------------------------------
                                            Brian Paradis

                                            ---------------------------------
                                            St. Andrews Venture Capital


                                            CERTIFIED SERVICES, INC.

                                      By:   /s/ Martin Bothmann
                                            ----------------------------------
                                            Martin Bothmann, Secretary



                                       44
<PAGE>