COMMON STOCK PURCHASE AGREEMENT


     COMMON STOCK PURCHASE AGREEMENT made as of this 12th day of April, 2005, by
and among INNOVATIVE CONCEPTS, INC., a Virginia corporation (the "Company"), ICI
ACQUISITION CORP., a Delaware corporation (the "Purchaser"),  and ANDY FELDSTEIN
(the "Stockholder").

                              W I T N E S S E T H:

     WHEREAS,  the Stockholder in the aggregate owns or has the right to acquire
101,800  shares of non-voting  Class A common stock,  $0.001 par value per share
and  7,000  shares  of voting  Class B common  stock,  $0.70 par value per share
(collectively the "Common Stock"),  representing all of the outstanding  capital
stock of the Company  other than those  acquired by the Company  from Tell Gates
and held in escrow pursuant to the Gates Stock Escrow; and

     WHEREAS,  the Purchaser and the Stockholder  have agreed to the sale by the
Stockholder  to the  Purchaser  of all of the  outstanding  Common  Stock of the
Company upon the terms and conditions hereinafter set forth; and

     WHEREAS,  the  parties  intend that this  Agreement  shall  constitute  the
definitive agreement referenced in the Letter of Intent (the "LOI"),  Standstill
Agreement  (the  "Standstill  Agreement")  and  Escrow  Agreement  (the  "Escrow
Agreement"),  each dated as of March 8, 2005,  previously  executed by and among
the parties.

     NOW,  THEREFORE,  in consideration of the covenants,  warranties and mutual
agreements  herein set  forth,  and in  reliance  upon the  representations  and
warranties contained herein, the parties do hereby agree as follows:

1.   Definitions

     1.1 Definition of Certain Terms.

     As used herein, the following terms shall have the following meanings:

     Affiliate:  means with respect to any Person, any Person which, directly or
indirectly,  controls,  is controlled by, or is under common control with,  such
Person.  The term "control"  (including,  with  correlative  meaning,  the terms
"controlled  by" and "under common control  with"),  as used with respect to any
Person, means the possession,  directly or indirectly, of the power to direct or
cause the  direction of the  management  and  policies of such  Person,  whether
through the ownership of voting securities, by contract or otherwise.

     Agreement: means this Stock Purchase Agreement.




     Applicable  Law:  means  with  respect to any  Person,  any  statute,  law,
ordinance,  policy, guidance, rule, administrative  interpretation,  regulation,
order, writ, injunction, directive, judgment, decree or other requirement of any
Governmental  Authority  of the United  States,  or other  foreign  jurisdiction
applicable to such Person or any of its Affiliates or ERISA Affiliates or any of
their respective properties, assets, officers, directors, employees, consultants
or  agents  (in  connection   with  such  officer's,   director's,   employee's,
consultant's  or  agent's  activities  on  behalf  of such  Person or any of its
Affiliates or ERISA Affiliates).

     Closing: as defined in Section 4.1.

     Closing Date: as defined in Section 4.1.

     Company: as defined in the Preamble to this Agreement.

     Code:  means the Internal  Revenue Code of 1986, as amended,  together with
the U.S.  Treasury rulings and regulations  promulgated  thereunder.

     Contracts: means all contracts, agreements,  arrangements, options, leases,
licenses, sales and accepted purchase orders,  commitments and other instruments
of any kind,  whether written or oral,  which relate to the Company and to which
the  Company is a party or is  otherwise  bound by, or subject to on the Closing
Date, including the Material Contracts.

     Damages:   means  all  demands,   claims,  actions  or  causes  of  action,
assessments,  losses, damages, costs, expenses, liabilities,  judgments, awards,
fines,  sanctions,  penalties,  charges and amounts paid in settlement including
reasonable costs, fees and expenses of attorneys,  accountants,  consultants and
other agents or independent contractors incurred in investigating, preparing for
and  defending  any  thereof,  and for  avoidance  of doubt  references  in this
Agreement to Damages include Environmental Liabilities.

     Deposit: means the Cash Deposit being held under the Escrow Agreement.

     Effective Date: as defined in Section 4.1.

     Employee  Benefit  Plan:  means any  pension,  retirement,  profit-sharing,
deferred compensation,  bonus or other incentive plan, or other employee benefit
program, arrangement,  agreement or understanding, or medical, vision, dental or
other health plan, or life  insurance or disability  plan, or any other employee
benefit  plan,  including,  without  limitation,  any Employee  benefit plan" as
defined in Section 3(3) of ERISA to which the Company  contributes or is a party
or is bound or under which it may have  liability and which  employees or former
employees of the Company (or their beneficiaries) are eligible to participate or
derive a benefit.

     Environmental Law: means all laws, regulations,  statutes,  codes, permits,
orders, decrees, rules, judgments and decisions,  including applicable precedent
and principles of common law,  relating to the protection of human health or the

                                       2


environment,  including,  but not limited to, those relating to (a) the release,
threatened release, containment,  investigation, removal, remediation, response,
cleanup or abatement of any Hazardous Material; (b) the manufacture, generation,
formulation,  processing,  labeling,  distribution,  introduction into commerce,
use, treatment,  handling, storage, recycling, disposal or transportation of any
Hazardous Material; (c) the protection, pollution or cleanup of the Environment;
(d) the condition of any building, facility, fixture or other structure; (e) the
protection of the health and safety of employees or the public.

     Environmental  Liabilities:  means all Damages incurred (i) to comply with,
or by reason of the violation of, any  Environmental  Law; (ii) to  investigate,
respond to,  remediate or otherwise  which result from the release or threatened
release  of a  Hazardous  Material;  or (iii) by reason of any injury to person,
property or the natural  resources caused by or resulting from any environmental
conditions  present  at,  created  by, or arising  out of the  current or former
operations  of the  Company or of any prior  owner or  operator of a facility or
site at which the Company operates,  has operated or disposes or has disposed of
any Hazardous Material.

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

     Escrow Agent: means the firm of Beckman, Lieberman & Barandes, LLP

     Escrow Agreement:  means the agreement among the Escrow Agent, Stockholder,
the Company and the  Purchaser  in the form  attached  hereto as Exhibit C. Upon
execution of this Agreement,  the Escrow  Agreement  between the Company and the
Purchaser in the form  attached  hereto shall be executed and  delivered to each
party.

     GAAP: means generally accepted  accounting  principles in the United States
as in effect from time to time and applied  consistently  throughout the periods
involved.

     Gates Note:  means the  Promissory  Note dated  September  1, 2004,  in the
original  principal  amount of  $4,811,920.00,  reflecting  the  balance  of the
purchase  price due to Tell Gates in  connection  with the Gates Stock  Purchase
Transaction.

     Gates Stock Escrow: means the Common Stock from time to time held in escrow
pursuant to an Escrow  Agreement  dated  September  19,  2003,  by and among the
Company, Tell Gates and Kalbaugh, Pfund and Messersmith, P.C. (as escrow agent),
to secure payment of the Gates Note and the Gates Stock Purchase Agreement.

     Gates Stock Purchase Agreement: means the Term Sheet dated July 3, 2003, by
and between the Company and Tell Gates for the Company's  purchase of all shares
of the Company's stock previously owned by Mr. Gates.

                                       3


     Gates Stock  Purchase  Transaction:  means the  transaction  set out in the
Gates Stock Purchase  Agreement,  pursuant to which the Company acquired all the
issued and outstanding Common Stock of Tell Gates.

     Governmental Authority: means any foreign, domestic, federal,  territorial,
state   or   local   governmental   authority,   quasi-governmental   authority,
instrumentality,  court, government or self-regulatory organization, commission,
tribunal or organization or any regulatory,  administrative  or other agency, or
any  political  or  other  subdivision,  department  or  branch  of  any  of the
foregoing.

     Hazardous  Material:  means  (a)  any  substance,  pollutant,   containment
chemical, raw material product,  byproduct, waste or other material which is now
or hereafter  classified,  identified,  listed or regulated in any concentration
under  or by any  Environmental  Law,  now or  hereafter  in  effect,  or  other
comparable laws; (b) any petroleum,  hydrocarbon,  asbestos containing material,
lead containing paint or plumbing, polychlorinated biphenyls, reactive materials
or radon;  or (c) any other  substance  or material or waste which is or becomes
subsequently  the  subject  of  regulatory  action by any  Government  Authority
pursuant to any applicable Environmental Law.

     Indebtedness:  of any Person means all  obligations  of such Person (a) for
borrowed  money,   (b)  evidenced  by  notes,   bonds,   debentures  or  similar
instruments, (c) under capital leases and (d) in the nature of guarantees of the
obligations described in clauses (a) through (c) above of any other Person.

     Intellectual Property:  means any patent, patent application and invention,
trademark,  trade name,  trademark or trade name  registration  or  application,
copyright or copyright  registration or application for copyright  registration,
servicemark,  brand  mark or  brand  name  or any  pending  application  related
thereto, or any trade secret, proprietary know-how, programs or processes or any
similar rights relating to the Company,  and each license or licensing agreement
for any of the foregoing.

     Inventory:  means all items of inventory owned or maintained by the Company
including all supplies, containers,  packaging materials, raw materials, work-in
progress, finished goods and samples of the Company, and any claims, credits and
rights of recovery with respect to the Inventory.

     Knowledge of Purchaser, Company or Stockholder:  means the actual knowledge
of any of: (a) Stockholder,  as to matters stated by Stockholder or the Company;
and (b) the Chairman of the Board and the Chief  Executive  Officer of Purchaser
as to matters  stated by Purchaser,  in each case  including the knowledge  they
would have had had they made commercially  reasonable inquiry and investigation.
Commercially  reasonable  inquiry  shall  include,  without  limitation,  making
reasonable  inquiries of the Person(s)  responsible within the Company or within
Purchaser (as applicable) for the subject matter to which the relevant statement
relates.

     Liability: means with respect to any Person, any liability or obligation of
such Person of any kind,  character or  description,  whether  known or unknown,
absolute  or  contingent,  accrued or  unaccrued,  liquidated  or  unliquidated,
secured  or  unsecured,  joint or  several,  due or to  become  due,  vested  or
unvested, executory, determined, determinable or otherwise.

                                       4


     Lien:  means,  with  respect to any asset,  any  mortgage,  title defect or
objection, lien, pledge, charge, security interest, hypothecation,  restriction,
encumbrance or charge of any kind in respect of such asset.

     Loss: as defined in Section 12.2.

     Material:  means that any deviation from the  applicable  matter set out in
the Agreement, or any error in a given statement, alone or in the aggregate with
other matters contained in the Agreement, will have a Material Adverse Effect.

     Material  Adverse Effect:  means any  circumstance,  change or effect that,
individually or when taken together with all other such  circumstances,  changes
or effects is materially adverse to the Company.

     Permitted  Liens:  means (i) Liens for Taxes or  governmental  assessments,
charges or claims the payment of which is not yet due, or for Taxes the validity
of which are being  contested  in good faith by  appropriate  proceedings;  (ii)
statutory  and  any  existing  contractual  Liens  of  landlords,  Liens  of the
Company's  institutional  lender under its existing line of credit, and Liens of
carriers,  warehousemen,  mechanics,  materialmen  and other similar Persons and
other  Liens  imposed by  Applicable  Law  incurred  in the  ordinary  course of
business for sums not yet  delinquent  or being  contested in good faith;  (iii)
Liens relating to deposits made in the ordinary course of business in connection
with  workers'  compensation,  unemployment  insurance and other types of social
security  or to secure the  performance  of  leases,  trade  contracts  or other
similar  agreements;  and (iv) Liens securing  executory  obligations  under any
Lease that constitutes an "operating lease" under GAAP.

     Person: means an individual,  corporation,  partnership,  limited liability
company, association, trust, unincorporated organization or other legal entity.

     Tax or Taxes: means any form of taxation, levy, duty, charge, contribution,
withholding or impost of whatever nature  (including any related fine,  penalty,
cost,  surcharge or interest)  whenever and wherever  imposed or assessed by, or
payable  to,  any  Governmental  Authority.

     Tax  Return:  means  all  notices,   elections,   accounts,   computations,
documentation, returns, reports, forms or other information required to be filed
or which ought to be filed with respect to any Tax.

2.   Purchase and Sale of Stock

     In reliance on the  representations  and  warranties  contained  herein and
subject to all of the terms and conditions hereof, the Stockholder hereby agrees
to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby
agrees to purchase from the Stockholder,  on the Closing Date, all of the issued
and outstanding Common Stock of the Company (the "Stock").  The Stockholder will
exercise, effective as of Closing, all then issued and outstanding stock options
for the Company's  common stock.  The exercise price for any such stock options,
to the extent not previously paid to the Company,  shall be credited against the
Purchase Price.

3.   Purchase Price.

     Purchase Price. In full  consideration of the sale of the Stock and subject
to the terms and conditions  hereinafter set forth,  the Purchaser hereby agrees
at the Closing to pay to the Stockholder Twenty Million Dollars ($20,000,000) by
wire transfer in immediately available funds.

4.   The Closing.

     4.1 Place and Date

     The closing of the  transactions  contemplated by this Agreement shall take
place at the  offices  of  Seyfarth  Shaw LLP,  815  Connecticut  Avenue,  N.W.,
Washington,  D.C.,  or at such  other  place as the  parties  may agree  upon in
writing,  on or before April 12,  2005,  (or at such earlier time as the parties
agree upon in  writing).  The closing is referred  to in this  Agreement  as the
"Closing"  and the date of the  closing is  referred  to herein as the  "Closing
Date".  Unless prohibited by law,  regardless of the Closing Date, the effective
date of the sale of the Common  Stock  shall be deemed to be March 31, 2005 (the
"Effective  Date"),  with Purchaser  having all ownership rights and obligations
beginning on April 1, 2005.

     4.2  Documents  Delivered  or to be Delivered  by the  Stockholder  and the
Company, and Documents to be Amended.

     (a) Upon execution of this Agreement:  (i) the parties acknowledge that the
Standstill  Agreement,  attached  hereto as Exhibit A, shall  continue in effect
until the earlier of the termination of this Agreement or Closing, and is deemed
to be amended accordingly; and (ii) Section 4 of the Escrow Agreement,  attached
hereto as Exhibit C, shall be amended as set out in Exhibit C-1 attached hereto.

     (b) Purchaser  acknowledges that it has received copies of  non-competition
agreements  previously  executed  in  favor  of the  Company  by  those  Company
employees set out in Schedule 4.2(b) (the "Non-competition Agreements"), and the
Company  and  Stockholder  affirm  that (i) the  copies  of the  Non-competition
Agreements provided are true and accurate, and (ii) none of the Non- competition
Agreements have been modified.

     (c) At the date of this  Agreement,  a copy of  resolutions of the Board of
Directors of the Company authorizing the execution,  delivery and performance of
this  Agreement,   the  Escrow  Agreement,   the  Standstill  Agreement,  and  a
certificate  of its  secretary  or  assistant  secretary  dated the date of this
Agreement, to the effect that such resolutions were duly adopted and are in full
force and effect shall be delivered to the Purchaser;

                                       6



     (d) At the Closing,  the  Stockholder  or the Company,  as the case may be,
shall deliver to the Purchaser the following:

     (i)  a certificate  of the Company's  secretary or its assistant  secretary
          dated the Closing Date to the effect that the resolutions  referred to
          in Section 4.2(c) are in full force and effect.

     (ii) stock  certificates for all the Stock or, if applicable,  an affidavit
          for   any    lost    stock    certificate    (including    appropriate
          indemnifications)  in a form acceptable to Purchaser in its reasonable
          business judgment.

     (iii)the  opinions,   certificates   and  other  documents  or  instruments
          specified in Section 8.1 of this Agreement; and

     (e) the Stockholder and the Company shall each execute such other documents
and instruments and take such action as may be necessary or reasonably requested
by the  Purchaser to fully vest in  Purchaser  full title to the Stock and place
the Purchaser in possession and control of the Company and its assets.

     4.3 Documents to be Delivered by the Purchaser.

     (a) Upon  execution of this  Agreement,  the  Purchaser  shall  execute the
Escrow  Agreement in the form attached hereto as Exhibit C and deliver it to the
Company and shall deliver to the  Stockholder a copy of resolutions of the Board
of  Directors  of  the  Purchaser   authorizing  the  execution,   delivery  and
performance of this  Agreement,  the Escrow  Agreement by the  Purchaser,  and a
certificate  of its  secretary or assistant  secretary,  to the effect that such
resolutions were duly adopted and are in full force and effect.

     (b) At the Closing, the Purchaser shall deliver to the Stockholder:

     (i)  a certificate of the Purchaser's  secretary or its assistant secretary
          dated the Closing Date to the effect that the resolutions  referred to
          in Section 4.3(a)(ii) are in full force and effect;

     (ii) the  opinions,   certificates   and  other  documents  or  instruments
          specified in Section 8.2 of this Agreement; and

     (iii) the Purchaser shall deliver to the Stockholder the Purchase Price.

                                       7



     4.4 Form of Documents.

     Unless  specifically   otherwise  provided  herein,  all  documents  to  be
delivered  pursuant  to this  Section 4 by one party to the other  party to this
Agreement shall be in form and substance  reasonably  satisfactory to such other
party and its counsel.

5. Representations and Warranties of the Stockholder and the Company.

     The  Stockholder  and the  Company,  jointly and  severally,  (except  with
respect  to  Sections  5.2 and 5.3 as they  pertain  to the legal  capacity  and
actions of the Stockholder, in which case the Stockholder) represent and warrant
to the Purchaser as of the date hereof and as of the Closing Date, as follows:

     5.1 Organization and Authority.

     The Company is a corporation  duly organized,  validly existing and in good
standing  under  the laws of the  jurisdiction  of its  incorporation,  with all
requisite power and authority  (corporate and  governmental) to own, operate and
lease its properties and to carry on its business as now being conducted, except
where the  failure  to have such power and  authority  would not have a Material
Adverse Effect on the Company.  Except as set forth in Schedule 5.1, the Company
is duly  licensed or qualified  to do business  and is in good  standing in each
jurisdiction  in which it is required to be so  licensed  or  qualified,  except
where the  failure  to be so  licensed  or  qualified  would not have a Material
Adverse  Effect on the  Company.  Schedule 5.1 sets forth the  jurisdictions  in
which the Company is incorporated and licensed or qualified to do business.

     5.2 Authorization of Agreements.

     The Stockholder has the legal capacity to execute,  deliver and perform its
obligations  under this Agreement  (including the delivery of the Stock) and the
Non-Competition  Agreement.  This Agreement has been duly executed and delivered
by the Stockholder and  constitutes the legal,  valid and binding  obligation of
the Stockholder  enforceable against him in accordance with its terms, except as
the enforcement thereof may be subject to or limited by bankruptcy,  insolvency,
reorganization, moratorium or other laws affecting the enforcement of creditors'
rights  generally now or hereafter in effect and subject to the  application  of
equitable principles and the availability of equitable remedies. The Company has
the power and authority to execute,  deliver and perform its  obligations  under
this  Agreement,  the  Escrow  Agreement  and  the  Standstill  Agreement.  This
Agreement,  the Escrow  Agreement and the  Standstill  Agreement  have been duly
executed  and  delivered  by the Company and  constitutes  the legal,  valid and
binding obligation of the Company  enforceable against the Company in accordance
with their terms, except as the enforcement thereof may be subject to or limited
by bankruptcy,  insolvency,  reorganization,  moratorium or other laws affecting
the  enforcement of creditors'  rights  generally now or hereafter in effect and
subject to the  application  of equitable  principles  and the  availability  of
equitable remedies.

                                       8



     5.3 Capital Stock.

     The authorized, issued and outstanding capital stock of the Company are set
forth on Schedule 5.3. All of the  outstanding  capital stock of the Company has
been duly authorized and is validly  issued,  fully paid and  nonassessable.  To
Stockholder's and the Company's knowledge, all outstanding capital stock and any
other  outstanding  securities of the Company were issued in compliance with all
federal and state  securities  laws.  Stockholder is the lawful,  registered and
beneficial  owner of all the  Common  Stock,  subject  only to the  Gates  Stock
Escrow.  The  Stockholder  has,  and on the  Closing  Date  will  convey  to the
Purchaser,  good  title  to the  Common  Stock  free and  clear of any  security
interest,  claim,  Lien,  pledge,  option,  or  encumbrance  whatsoever  or  any
restrictions  except for restrictions  under applicable  securities laws and the
Gates Stock  Escrow.  There are, or as of the Closing  Date,  there shall be, no
rights,  subscriptions,  warrants,  options,  conversion rights,  commitments or
agreements  of any kind  authorized  or  outstanding  to purchase  or  otherwise
acquire from the Stockholder,  the Company,  or any other person,  any shares of
stock, or securities or obligations of any kind convertible into or exchangeable
for any  shares  of  stock,  of any class of the  Company  or any  other  equity
interest in the Company,  except in  connection  with the Gates Stock Escrow and
the Gates  Stock  Purchase  Transaction.  There is no proxy,  or any  agreement,
arrangement  or  understanding  of any  kind  authorized  or  outstanding  which
restricts,  limits or  otherwise  affects  the right to vote any share of Common
Stock,  subject  only to any  rights  of Tell  Gates in the event of an Event of
Default under the Gates Note or the Gates Stock Purchase Agreement.

     5.4 No Conflicts.

     Except as set out in Schedule 5.4, the execution,  delivery and performance
of this Agreement, the Non-Competition Agreements, the Standstill Agreement, the
Escrow  Agreement  and any other  agreement or document  contemplated  herein or
therein and the consummation of all of the transactions  contemplated hereby and
thereby: (i) do not and will not require the consent, waiver, approval, license,
designation or  authorization  of, or  declaration  with, any court to which the
Company is subject or any Governmental Authority;  and (ii) do not and will not,
with or without the giving of notice or the passage of time or both,  violate or
conflict  with or result  in a breach or  termination  of any  provision  of, or
constitute a default  under,  or  accelerate or permit the  acceleration  of the
performance required by the terms of, or result in the creation of any Lien upon
any of the assets of the Company  (except for Permitted  Liens)  pursuant to, or
otherwise  give rise to any liability or obligation  under,  the  certificate of
incorporation or bylaws of the Company, any agreement,  mortgage, deed of trust,
indenture,  license,  permit or any other  agreement or instrument or any order,
judgment,  decree, statute or regulation to which the Stockholder or the Company
is a party or by which the Stockholder or the Company or any of their assets may
be bound, except for any such violations, conflicts, breaches, defaults or other
occurrences  which would not have a Material Adverse Effect on the Company,  and
(iii) do not and will not  require  the  consent of any  natural  person,  firm,
partnership,  association,  corporation  or trust,  except for any such  consent
which would not have had a Material Adverse Effect on the Company.

                                       9

     5.5 Financial Statements.

     (a)  Schedule  5.5 sets  forth the  reviewed  financial  statements  of the
Company  for the year  ended  approximately  September  27,  2002,  the  audited
financial  statements of the Company for the years ended  September 26, 2003 and
October 1, 2004,  and the unaudited  financial  statements  for the three months
ended December 31, 2004 ("Financial Statements").

     (b) Except as set forth on Schedule  5.5,  for the  relevant  periods,  the
financial statements: (1) are complete and correct in all material respects; (2)
present fairly the consolidated  financial position of the Company at such dates
and the  results  of  operations  and  changes  in  financial  position  for the
respective periods ended on such dates; and (3) are in conformity with generally
accepted  accounting  principles  applied on a consistent  basis; and (4) are in
accordance with the books and records  maintained by the Company in all material
respects.

     (c) Except as set forth on  Schedule  5.5,  as of December  31,  2004,  the
Company had no  liabilities,  commitments or obligations of any nature,  whether
absolute,  accrued,  contingent or otherwise,  not shown and adequately provided
for in the  Financial  Statements  as of such date or in the  Schedules  to this
Agreement or in the Notes to the Financial Statements.

     5.6 Taxes.

     The  Company  (and any  predecessor  of the  Company)  has  been a  validly
electing S  corporation  within the meaning of Code Sections 1361 and 1362 since
1999 for all Federal,  state and local income tax purposes,  and the Company and
the Stockholder shall not revoke or otherwise  terminate the Company's  election
to be taxed as an S corporation up to and including the Closing Date.

     Except with respect to Stapor Research,  Inc., a wholly owned subsidiary of
the  Company,  since  1986,  the  Company  has not  acquired  stock of any other
corporation,  has not formed any subsidiary; and the Company has not in the past
10 years  acquired  assets  from  another  corporation  either  in a tax free or
taxable transaction. The Company has never been a member of another consolidated
group within the meaning of Code Sections 1502 and 1504.

     True and  correct  copies of the  Company's  federal  and state  income tax
returns for the years ended 2002 and 2003, have been delivered to the Purchaser.
All tax returns (including  information returns) required by any jurisdiction to
have been filed by or with  respect to the Company have been timely  filed,  and
all taxes shown due on such returns have been paid.

     Except as set forth in Schedule 5.6, all  liabilities of the Company to any
jurisdiction for taxes of every kind and nature,  including interest thereon and
penalties with respect thereto,  (collectively  "Taxes")  relating to any period
ending on or prior to December 31, 2004, have been timely paid by the Company or
are  accrued and  provided  for in the  Financial  Statements  for the  relevant
periods. Any liability for Taxes incurred by the Company since December 31, 2004
was incurred in the ordinary course of business.

                                       10



     Except as set forth in Schedule  5.6, the U.S.  federal  income tax returns
and state and foreign income tax returns of the Company have not been audited by
the  Internal  Revenue  Service or other taxing  authority  within the past five
years. Neither the Internal Revenue Service nor any state, local or other taxing
authority has proposed any additional taxes,  interest or penalties with respect
to the Company; there are no pending or, to the knowledge of the Company and the
Stockholder,  threatened tax claims or assessments; and there are no pending or,
to the knowledge of the Company and the Stockholder, threatened tax examinations
by any taxing authorities.

     The  Company has not given any waivers of rights  (which are  currently  in
effect) under  applicable  statutes of  limitations  with respect to the federal
income tax returns for any fiscal year.

     5.7 Title to Assets.

     Except as set forth in Schedule  5.7, the Company has valid title to all of
its  personal  property and valid  leasehold  interests in all real and personal
property  leased  by  it,  free  and  clear  of  all  claims,  Liens  and  other
encumbrances of any kind whatsoever,  excluding (i) any Permitted Liens,  which,
in the aggregate,  do not exceed  $50,000;  (ii) defects,  zoning  restrictions,
restrictions  on use,  irregularities,  encumbrances  or clouds on title of real
property,  which do not materially  impair the property affected thereby for the
purpose for which it was acquired or leased;  and (iii) any mortgages,  pledges,
security interests,  restrictions and other encumbrances caused by parties other
than the Company or the Stockholder relating to any leased real property, which,
in the aggregate,  do not materially affect the use and enjoyment of such leased
real  property by the  Company.  The Company and  Stockholder  have  received no
written notice of, nor, to the Company's and Stockholder's  knowledge, any other
notice,  and,  to  the  Company's  and  Stockholder's  knowledge,  there  is  no
instrument,  easement, license or grant of record, applicable zoning or building
law,  ordinance or  administrative  regulation  or other  impediment of any kind
prohibits or interferes with,  limits or impairs,  or would, if not permitted by
any prior  nonconforming use, prohibit or interfere with or limit or impair, the
use,  operation,  maintenance  of,  or access  to, or the value of,  the real or
personal  property owned or leased by the Company as presently  used,  operated,
maintained  and  accessed by the Company to carry on its  business as  presently
conducted.  All of the assets and properties  owned or leased by the Company are
(i)  sufficient  and adequate to carry on its  business as presently  conducted;
(ii) are in as good  condition  and repair as necessary to carry on its business
as presently  conducted,  normal wear and tear  excepted,  and are in a state of
maintenance,  repair and operating  condition  required for the proper operation
and use thereof as necessary  to carry on its  business as presently  conducted;
and (iii) comply with all applicable federal,  state or local laws,  ordinances,
rules and  regulations and with the terms and conditions of all leases and other
agreements  affecting  or  relating  to any  such  property,  except  where  the
noncompliance  with any of the foregoing does not have a Material Adverse Effect
on the Company.

                                       11


     5.8 Real Property.

     The Company does not own any real property.  Schedule 5.8 sets forth a true
and  complete  list of all  leases of real  property  to which the  Company is a
party.  Except as set forth in Schedule 5.8, the Company enjoys quiet possession
under  all of its  leases  of real  property,  each of which is  enforceable  in
accordance  with its terms against the lessor  thereunder and (a) the Company is
not in  default  under the  terms of any of said  leases;  and (b) no  condition
exists and no event has occurred  which,  with or without the passage of time or
the giving of notice or both, could constitute such a default by the Company or,
to the Company's or to Stockholder's knowledge, any landlord.

     5.9 Personal Property.

     Schedule  5.9 hereto  sets forth a true and  complete  list of all items of
material  personal  property  owned or leased by the Company and the location of
each such item.  Except as may be set out in Schedule 5.9, no shortage or damage
exists in, (i) any raw  materials,  supplies,  work in process or finished goods
owned by customers or suppliers of the Company and stored upon their premises of
the business or (ii) any other items of personal  property  owned by another for
which the Company is accountable  to another,  and any such items referred to in
clauses (i) or (ii) are described in Schedule 5.9 hereto.

     5.10 Inventory

     The inventory  based on the  Company's  method of accounting as of December
31, 2004, and all additions  thereto acquired since December 31, 2004 and now on
hand,  consist of items which are in good  condition,  of a quantity and quality
usable and  saleable in the  ordinary  course of business  and are  adequate and
appropriate  for the  business  of the  Company  as now  conducted.  There is no
material  obsolete nor slow moving  inventory.  Finished goods in such inventory
are consistent with those previously delivered to the Company's  customers.  The
Company and  Stockholder  have not received  any written  notice that any of the
previously  delivered  items  contain  any  defects  or do  not  conform  to any
specifications.  Based upon the  foregoing,  to the Company's and  Stockholder's
knowledge,  the finished goods current in inventory  conform to  specifications,
including without limitation all applicable governmental  regulations,  are free
from defects and the inventory is marketable in their current condition.


                                       12


     5.11 Accounts Receivable.

     All accounts receivable,  net of reserves, shown on the balance sheet as of
December 31, 2004,  and all accounts  receivable  acquired by the Company  since
December  31, 2004,  net of reserves  established  consistent  with the reserves
shown on the balance sheet as of December 31, 2004,  have been collected or will
be collected and are subject to no known  counterclaims  or setoffs,  except for
unliquidated customer deposit obligations  associated with milestone billings as
noted on Schedule 5.11. All such accounts  receivable have been generated in the
ordinary  course of business and reflect a bona fide  obligation for the payment
of goods or services provided by the Company.

     5.12 Material, Service Agreements; Other Contracts.

     (a) Schedule  5.12(a) sets forth a complete list with regard to the Company
of (i) all currently  outstanding bids,  applications or proposals  submitted by
any of them to provide  materials or services with a value of $50,000 or more to
any Person and for which the award,  approval or selection is pending,  (ii) all
existing contracts or agreements for the provision of materials or services with
a value of $50,000 or more to which the Company is a party and which has not yet
been performed in full (the items  referred to in the foregoing  clauses (i) and
(ii) being herein collectively called the "Material/Service Agreements"). All of
such  Material/Service  Agreements  are  fully  performable  by the  Company  in
compliance   with  their  terms.  To  the  knowledge  of  the  Company  and  the
Stockholder,  no  grounds  exist  for the  termination  or  cancellation  of any
Material/Service   Agreement  by  the  other  party  thereto,   except  for  the
Governmental  Authorities'  right  generally to terminate  for  convenience  the
various Contracts with Governmental Authorities.

     (b) The  Company  is a party to  numerous  Contracts,  many of which are de
minimis in nature involving  internal  Company  operations.  However,  except as
disclosed in Schedule 5.12(b) hereto,  the Company is not a party to or bound by
any Contract which is a:

     (i)  contract,  commitment  or  arrangement  involving,  in any  one  case,
          $50,000 or more;

     (ii) contract  with a term of,  or  requiring  performance,  more  than six
          months from its date;

     (iii)lease or  lease  purchase  agreement,  mortgage,  conditional  sale or
          title  retention  agreement,  indenture,  security  agreement,  credit
          agreement,  pledge or option  with  respect to any  property,  real or
          personal (tangible or intangible), in any capacity;

     (iv) commitment,  contract  or  undertaking  for  the  purchase  or  use of
          services, materials,  supplies, inventory,  machinery or equipment and
          involving more than $50,000 in the aggregate;

     (v)  employment contracts or agreements;

                                       13


     (vi) sales representative or similar type agreements;

     (vii)  contract  or  agreement  with any  labor  union or other  collective
bargaining group;

     (viii)  note,  loan,  credit or financing  agreement or other  contract for
money borrowed,  and all related security  agreements and collateral  documents,
including  any  agreement  for  any  commitment  for  future  loans,  credit  or
financing;

     (ix) guarantee;

     (x) contract or understanding  regarding any capital expenditures in excess
of $50,000;

     (xi)  agency  (sales or  otherwise),  distribution,  brokerage  (including,
without  limitation,  any brokerage or finder's  agreement or  arrangement  with
respect  to  any  of  the  transactions   contemplated  by  this  Agreement)  or
advertising agreement;

     (xii) contract with investment bankers, accountants, attorneys, consultants
or other independent contractors;

     (xiii)  shareholder  agreement or contract with any  stockholder (or family
member  thereof),  director or officer of the Company or any  Affiliate  of such
persons,  except agreements or contracts  referred to herein which relate to the
transactions contemplated by this Agreement;

     (xiv) contract,  commitment or arrangement which would restrain the Company
from engaging or competing in any business or to maintain the confidentiality of
any  matter,  except  agreements  made in the  ordinary  course of  business  to
maintain confidentiality of their vendors and customers;

     (xv) contract, commitment or arrangement not made in the ordinary course of
business;

     (xvi) permit or franchise which is material to the business of the Company,
taken as a whole or license or royalty agreement  requiring an annual payment of
$50,000 or more by the Company; and

     (xvii) bonus,  pension,  savings,  welfare,  profit sharing,  stock option,
retirement,  commission, executive compensation,  hospitalization,  insurance or
similar plan providing for employee benefits or any other arrangement  providing
for benefit or any former or current employees or for the  remuneration,  direct
or indirect, of the directors, officers or employees of the Company.

                                       14


     (c) The  Stockholder  has made  available to the Purchaser at the Company's
offices  correct and complete copies of all of the Contracts and other documents
listed in Schedules  5.12(a) and 5.12(b) hereto and all  amendments  thereto and
any  waivers  granted   thereunder  (the  "Scheduled   Contracts").   Except  as
specifically set forth on Schedules  5.12(a) and 5.12(b),  the sale of the Stock
to the Purchaser and the consummation of the other transactions  contemplated by
this  Agreement  are not a  violation  of or  grounds  for the  modification  or
cancellation  of any of the  Scheduled  Contracts or for the  imposition  of any
penalty or security interests thereunder.  Except as may be set out in Schedules
5.12(a) and 5.12(b),  no unresolved disputes are pending or, to the Company's or
to the  Stockholder's  knowledge,  threatened  under or in  respect  of any such
Scheduled Contracts. The Company has no outstanding power of attorney other than
routine  power  of  attorney  relating  to  representation  before  governmental
agencies or given in  connection  with  qualification  to do business in another
jurisdiction.

     Except as  described  in Schedule  5.12(a) and (b)  hereto,  all  Scheduled
Contracts  described in such Schedule  5.12(a) and (b) are valid and enforceable
in accordance with their respective terms, except as the enforcement thereof may
be subject to or limited by bankruptcy, insolvency,  reorganization,  moratorium
or other laws affecting the  enforcement of creditors'  rights  generally now or
hereafter in effect and subject to the  application of equitable  principles and
the availability of equitable remedies. Neither the Company nor Stockholder have
received written notice or, to the Company's and  Stockholder's  knowledge,  any
other  notice,  that there is, under any of such  documents or agreements or any
obligation,  or covenant or condition contained therein, any existing default by
the Company, or to the Company's or Stockholder's knowledge, by any other party,
or any event which with  notice,  lapse of time,  or both,  would  constitute  a
default  and  which  would  have an  adverse  effect of  $50,000  or more on the
Company.

     5.13 Intellectual Property.

     Schedule   5.13  hereto  sets  forth  a  true  and  complete  list  of  all
Intellectual  Property and  copyrights and copyright  applications  and renewals
thereof owned by the Company (the "Intellectual Property"). All the Intellectual
Property is owned by the Company free and clear of any and all licenses,  Liens,
claims, security interests, charges or other encumbrances or restrictions of any
kind,  and no licenses  for the use of any of such rights or trade  secrets have
been  granted  by the  Company  to any  third  parties,  except  as set forth in
Schedule 5.13 hereto. All of the Intellectual Property and the trade secrets are
valid,  enforceable  and in good  standing  in all  material  respects,  and are
sufficient  and  appropriate  for the  conduct  of  business  of the  Company as
currently  conducted  and as proposed to be  conducted  and,  subsequent  to the
Closing,  the same will be available for use on the same terms and conditions as
prior  to  the  Closing.  The  sale  of  the  Stock  to the  Purchaser  and  the
consummation of the other  transactions  contemplated  hereby will not adversely
affect any rights in the Intellectual  Property of the Company. To the knowledge

                                       15


of the Company and the Stockholder, the operation of the business of the Company
does not infringe in any way on any patent,  trademark,  trade name,  copyright,
trade secret,  contract,  license or other similar right, of any person, and the
Company  does not  license  any such  right from  others  except as set forth on
Schedule  5.13.  No claim is pending or, to the knowledge of the Company and the
Stockholder, threatened, with respect to such infringement or conflict. No other
intellectual  property or trade secret other than those owned or licensed by the
Company is required for its business as presently conducted. The Stockholder has
no knowledge of any on-going  infringement  by any third parties upon any of the
Intellectual Property.

     5.14 Insurance.

     Schedule 5.14 hereto  contains a complete and correct list of all insurance
policies  maintained  by the  Company  together  with  a  schedule  of  required
premiums, premium payment dates and any prepaid premiums under each such policy.
The Stockholder has made available to the Purchaser  complete and correct copies
of all such  policies  together  with all riders and  amendments  thereto.  Such
policies  are in full force and effect,  and all  premiums due thereon have been
paid.  The Company has complied in all material  respects with the provisions of
such policies. No notice has been received canceling or threatening to cancel or
refusing to renew any of such  insurance.  The rights of the insured  under such
policies  will not be  terminated  or  adversely  affected by the Closing or the
consummation of the other transactions  contemplated hereby. To the knowledge of
the Company and the  Stockholder,  there is currently no basis for any insurance
claim by the Company.

     5.15 Customer and Supplier Relationships.

     Attached as  Schedule  5.15 is a complete  and correct  list of all current
customers of the Company showing the sales to each for the year ended October 1,
2004 and the three months ended  December  31, 2004 and of all  suppliers  whose
sales to the Company  amounted to more than  $50,000  during any of such periods
showing the sales of each. Except as set forth in Schedule 5.15, with respect to
any such customer or supplier or group of related  customers or suppliers listed
thereon,  the Stockholder  has no knowledge that any such customer,  supplier or
group of  related  customers  or  suppliers  has  terminated,  or is  likely  to
terminate any of its business with the Company,  or materially  change the terms
under which it is prepared to continue  doing  business.  Except as disclosed in
Schedule 5.15 hereto,  no  Stockholder  or director or officer of the Company or
any of their family members or Affiliates  has any direct or indirect  interest,
either  by way of  stock  ownership  or  otherwise,  in any  firm,  corporation,
association  or  business  enterprise,  which  competes  with,  is a supplier or
customer  of,  or is a  distributor  or sales  agent  for,  or is a party to any
Contract with the Company.

     5.16 Environmental Compliance.

     Except as may be set out in Schedule 5.16:

     (a)  The  Company  holds  all  permits   required   under  all   applicable
Environmental  Law (each of which is in full  force and  effect)  for any of its
current  operations  or for any property  currently  owned,  leased or otherwise
operated by it, and is and has been in compliance with all such permits;

     (b)  There is not now,  nor has  there  been,  any  disposal,  release,  or
threatened  release of Hazardous  Material by the Company on, under, in, from or
about any real  property  or any  properties  formerly  owned or occupied by the
Company,  or which  otherwise were related to the operations of the Company that
has subjected or may subject the Company to Environmental  Liabilities under any
applicable Environmental Law;

     (c) The Company has not  received  any  written  or, to the  Company's  and
Stockholder's  knowledge,  oral  notice,  demand,  letter,  claim or request for
information that alleges violation of or any  Environmental  Liability under any
Environmental Law and there are no pending proceedings, actions, investigations,
orders,   decrees,  or  injunctions   relating  to  or  otherwise  alleging  any
Environmental Liability under any Environmental Laws.

     (d) In connection with any property currently or formerly owned,  leased or
otherwise  operated  by the  Company,  the  Company  is in  compliance  with all
Environmental Law in all material respects;

     (e)  The  Company  has  not  engaged  in or  permitted  any  operations  or
activities  upon any  properties  currently or formerly owned or occupied by the
Company involving the use, storage, handling, release,  treatment,  manufacture,
processing, deposit, transportation or disposal of any Hazardous Material except
in accordance with all Applicable  Laws;

     (f) To the  Company's and  Stockholder's  knowledge,  any other  properties
formerly  owned or  occupied  by the Company are not now and have not during the
period of  ownership or  occupancy  by the Company  been  contaminated  with any
Hazardous  Material used or generated by the Company,  and no Hazardous Material
has migrated from or from properties  formerly owned or occupied by the Company,
onto or beneath any other property;

     (g) In relation to any property  currently or formerly owned or occupied by
the Company during such period(s) of ownership or occupation or thereafter,  the
Company has not received any written  notice or, to the knowledge of the Company
and  Stockholder,  other  notice  that  there  have been any  civil or  criminal
actions,  notices of  violations,  administrative  proceedings of any Government
Authority  under any  Environmental  Law  against  the  Company,  nor any of its
respective  directors,  employees,  officers  or agents and for which  there was
imposed any Environmental Liability under applicable  Environmental Law;

     (h) The  Company  has not  disposed  of or  arranged  for the  disposal  of
Hazardous  Materials on any third party property that has or could subject it to
Environmental Liability under any Environmental Law;

     (i) To the  Company's  and  Stockholder's  knowledge,  the  Company has not
exposed any current or former  employee or Person to any Hazardous  Materials or
condition which has subjected or could subject the Company to any  Environmental
Liability under any Environmental Law or otherwise;

                                       17



     (j) The Company has not assumed by agreement or otherwise  any liability of
any Person for  investigation or remediation of Hazardous  Material,  compliance
with  Environmental  Law, or any claim for personal  injury,  property damage or
damage to natural resources related to or arising under any Environmental Law;

     (k) The Company has not been required by any Government  Authority to make,
nor to the  knowledge of  Stockholder  are there any  circumstances  which would
require the Company to make,  any capital or other  expenditures  to comply with
any Environmental Law;

     (l) To the  Company's  and  Stockholder's  knowledge,  the  Company  has no
existing Environmental  Liability resulting from, or caused by any act, omission
or condition  existing  prior to the Closing nor to the knowledge of Stockholder
are  there  any  circumstances  which  could  result  in any such  Environmental
Liability.

     5.17 Absence of Certain Changes. Except as set forth in Schedule 5.17 or as
otherwise  disclosed in this  Agreement,  since December 31, 2004, the Company's
business has been conducted in the ordinary course; and

     (a) Except as to any changes reflected in the updated financial  statements
through February,  2005,  attached as part of Schedule 5.17, there has not been:
(i) any material change in any liabilities of the Company reflected in Financial
Statements  or that should be reflected  as a liability on the balance  sheet or
(ii) any incurrence,  assumption or guarantee of any  Indebtedness  for borrowed
money by the Company.

     (b) There has not been any commitment  made, or any contract  entered into,
by the Company,  or any waiver,  amendment,  termination or  cancellation of any
Contract by the Company,  or any  relinquishment  of any rights hereunder by the
Company,  or of any other right or debt owed to the Company,  other than in each
such case actions taken in the ordinary course of business  consistent with past
practice;

     (c)  There  has not  been  any  change  by the  Company  in its  accounting
principles, methods or practices or in the manner it keeps its books and records
or any  change  by the  Company  of  current  practices  with  regard  to sales,
receivables, payables or accrued expenses;

     (d) There have not been: (i) any capital  expenditures or commitments in an
individual  amount of $50,000 or an  aggregate  amount in excess of $50,000  for
additions to property,  plant, equipment or intangible capital assets or capital
expenditures, or (ii) any sale, assignment, transfer, lease or other disposition
of or agreement to sell,  assign,  transfer,  lease or otherwise  dispose of any
asset or  property  having a value of $50,000  or group of assets or  properties
having a value of $50,000,  in the aggregate,  other than in the ordinary course
of business;

                                       18


     (e)  There  has not been any  payment,  discharge  or  satisfaction  of any
liabilities of the Company, other than payments,  discharges or satisfactions in
the ordinary course of business;

     (f) There has not been the creation or imposition of any Lien (other than a
"Permitted Lien") upon any of the assets and properties of the Company;

     (g) There has not been any cancellation,  compromise, waiver, or release of
any right or claim or Indebtedness (or series of related rights and claims);

     (h)  There  has not been any  issuance,  sale or other  disposition  of any
capital stock of the Company, or grant of any options, warrants, or other rights
to purchase or obtain  (including upon  conversion,  exchange,  or exercise) any
capital stock of the Company;

     (i) There has not been any dividend or distribution  (whether in cash or in
kind) or  repurchase,  redemption  or  retirement  of any  capital  stock of the
Company  except in  connection  with the Company's  obligations  under the Gates
Stock Purchase Agreement, or as permitted under this Agreement;

     (j) The Company has received no written  notice,  and to the  Company's and
Stockholder's knowledge, there has not been any oral threat or notification,  by
one or more distributors, customers or suppliers who are, individually or in the
aggregate,  material to the Company,  of an intention to terminate or materially
alter their respective business  relationships or contracts with the Company. No
termination  or  material  alteration  of any such  relationships  or  Contracts
occurred  since  October 1, 2003;

     (k) There has not been any material damage,  destruction,  or loss (whether
or not covered by insurance) to the property or assets of the Company;

     (l) There has not been any loan to, or any other  transaction  with, any of
the directors,  officers,  and employees of the Company;

     (m)  Other  than  payments  under the  Gates  Note,  there has not been any
payment of any amount to any Person outside the ordinary course of business with
respect to any Liability (excluding any costs and expenses incurred or which may
be incurred in connection with this Agreement and the transactions  contemplated
hereby);

     (n) There  have not been any  changes  in the  memorandum  or  articles  of
association or other  constitutional  documents of the Company and no resolution
of Stockholder of the Company has been passed;

     (o) The Company has not entered into any employment,  deferred compensation
or other similar  agreement  (or any  amendment to any such existing  agreement)
with, or increased compensation,  bonus or other benefits payable or potentially
payable  to any  director,  officer or  employee  of the  Company  or  increased

                                       19


benefits  payable or potentially  payable under any severance,  continuation  or
termination  pay policies or employment  agreements for the benefit of employees
generally;

     (p) There has not been any  collective  labor  dispute or any  activity  or
proceeding by a labor union or representative  thereof to organize any employees
of the Company nor have any  lockouts,  strikes,  slowdowns,  work  stoppages or
threats thereof by or with respect to any such employees occurred;

     (q) There has been no  acquisition  or  disposal  of any  interest  in real
property and no rights to transfer  any  interest in the real  property has been
encumbered;

     (r) No material change has been made in the practices of ordering  supplies
and raw materials,  shipping finished goods,  invoicing customers and collecting
debts;

     (s) Except for debt  collection  in the  ordinary  course of  business  and
consistent with prior practice, no legal proceedings of any nature by or against
the Company has been commenced;

     (t) No legally binding Contract, conditional or otherwise, to do any of the
foregoing has been made.

     5.18 Assets of the Company

     (a) Schedule 5.18 lists all of the equipment  owned and used by the Company
in the conduct of the operation of its business.

     (b) Except as set forth in Schedule  5.18,  the  equipment  material to the
operation  of the  Company's  business  (i) is  structurally  sound  and in good
operating condition, ordinary wear and tear excepted, (ii) has been and is being
used in the  Company's  business in  compliance  in all material  respects  with
permits and licenses required for use or operation  thereof,  and Applicable Law
and Environmental Law, (iii) is capable of being used for the purposes for which
such  equipment is now used by the Company and (iv) is sufficient to conduct its
business in the manner in which it is conducted  currently and as it is proposed
to be conducted.

     (c) Unless otherwise indicated in the Financial  Statements,  the equipment
described  in  Schedule  5.18 is valued on the books and  records of the Company
based on the original costs thereof, less accumulated  depreciation recorded and
calculated on the basis of the methodology and life specified on said schedule.

     (d) The  Company  owns or has valid  rights  to use,  free and clear of all
Liens except Permitted Liens, all of its assets.  Such assets will be sufficient
for  Purchaser  to  continue  to operate the Company in the same manner as it is
conducted currently after the Closing Date.

                                       20


     (e) Except as identified in Schedule 5.12(b),  with regard to the equipment
listed on  Schedule  5.18,  the  Company is not a party to or is liable  under a
lease or hire, hire purchase, credit sale or additional sale agreement.

     5.19 Product Warranties;  Defects;  Liability.  The Company has received no
written notice,  and to Company's and  Stockholder's  knowledge no other notice,
that any product  designed,  manufactured,  sold and delivered by the Company is
defective  and, to the  Company's  and  Stockholder's  knowledge,  all  products
designed,  manufactured,  sold and delivered by the Company are not defective in
any material respects, and have been in conformity in all material respects with
Applicable  Law,  Environmental  Law, all  Contracts and all express and implied
warranties. No product designed,  manufactured, sold or delivered by the Company
is  subject  to any  guaranty,  warranty,  or  other  indemnity  beyond  (i) the
applicable  standard terms and  conditions of sale,  (ii)  Applicable  Laws; and
(iii) any  express  provisions  contained  in the  Contracts  as  identified  in
Schedule  5.19.  Schedule  5.19 also includes  copies of the standard  terms and
conditions  of sale  or  lease  of the  products  and  services  of the  Company
(containing  applicable  guaranty,  warranty,  and  indemnity  provisions).  The
Company has not received  written  notice of any liability (and to the knowledge
of the Company  and  Stockholder  no basis for any  present or future  action or
proceeding  giving rise to any Liability  exists) as a result of the  ownership,
possession, or use of any product designed,  manufactured, sold and delivered by
the Company, and, to the Company's and Stockholder's  knowledge,  there has been
no inquiry or investigation  made in respect thereof by any Person including any
Governmental Authority.

     5.20 Employees.

     Except as disclosed in Schedule 5.20:

     (a) There are no existing  contracts  for any Person to provide  consulting
services to the Company.

     (b) The  Company has no  profit-sharing,  share  option or share  incentive
schemes or other  employee  plans in relation to any  employee  and there are no
collective  bargaining  agreements or arrangements with trade unions relating to
the employees.

     (c) The Company has paid all relevant social security contributions and the
Company has in all material respects complied with, discharged and fulfilled all
requirements,  liabilities and obligations (whether statutory or contractual) in
relation  to its  employees  including  all  relevant  legislation  and codes of
practice  under any  Applicable  Law in relation to  employment  or employees or
employee representation.

     (d) No Liability has been incurred by the Company since  September 30, 2003
for  compensation for wrongful or unfair dismissal or for failure to comply with
any order for the reinstatement or re-engagement of any employees.

                                       21


     (e) No  gratuitous  payment has been made or promised by the Company  since
September  30, 2003, in connection  with the actual or proposed  termination  or
suspension  of  employment  or variation of any  contract of  employment  of any
present  or  former  director  or  employee  as a  result  of  the  transactions
contemplated herein or otherwise.

     (f) There is no Person  previously  employed  by the Company who now has or
may in the future have a right to return to work (whether for reasons  connected
with maternity leave or absence by reason of illness or incapacity or otherwise)
or a right to be reinstated or re-engaged.

     (g)  There is no  pending  or,  to the  knowledge  of the  Company  and the
Stockholder, threatened, claim by any employee or former employee of the Company
on account of the  Company's  employment  or  termination  of employment of that
Person  prior  to the  Closing  Date  including,  without  limitation,  workers'
compensation  claims  nor,  to the  knowledge  of  Stockholder,  are  there  any
circumstances  likely to give rise to any such claim, subject only to any claims
that Tell Gates would have if there is an Event of Default by the Company in its
obligations arising under the Gates Note or the Gates Stock Purchase Agreement.

     (h) No key employee, or group of employees or any executive of the Company;

          (i)  has given  notice of his or her  intention to resign prior to the
               Closing  Date or within 12 months  after the Closing  Date nor to
               the  knowledge  of  Stockholder  is any key  employee,  group  of
               employees or executive intending to do so;

          (ii) would   become   entitled   to  any  rights   (including   as  to
               compensation)  as a result of the entry into, or the consummation
               of the transactions contemplated by this Agreement.

     (i) The Company is not a party to any  agreement or  engagement or practice
imposing a legal obligation on it to increase the rate of remuneration of, or to
make any  bonus or  incentive  payments  or any  benefits  in kind or any  other
payments to or on behalf of, any of its former,  present  officers or employees,
either now or at any future date, other than payments due in connection with the
Gates Stock Purchase Transaction.

     5.21 Affiliated Transactions.

     Except as set forth in Schedule  5.21 (a) with regard to the  Company,  the
Company is not, nor has it been, a party to or bound by any Contract with any of
its Affiliates,  other than on arms-length  terms which are no less favorable to
the Company  than those which could be obtained  with a third party which is not
an Affiliate  and (b) no  Affiliate  of the Company  owns or  otherwise  has any
rights to or interests in any asset,  tangible or  intangible,  which is used by
the Company.

                                       22


     5.22 No Illegal Payments.

     Neither  the  Company  nor any of its  directors,  officers,  employees  or
agents, has (i) directly or indirectly given or agreed to give any illegal gift,
contribution, payment or similar benefit to any supplier, customer, governmental
official or employee or other person to assist in connection  with any actual or
proposed  transaction  or made or agreed to make any  illegal  contribution,  or
reimbursed any illegal  political gift or contribution made by any other person,
to any candidate for federal,  state,  local or foreign  public office (A) which
violates any Applicable  Law,  including but not limited to, the Foreign Corrupt
Practices Act of 1977, as amended, or might subject the Purchaser to any Damages
or penalties in any civil, criminal or governmental  litigation or proceeding or
(B) the non-  continuation  of which has had or might  have a  Material  Adverse
Effect or (ii)  established or maintained  any unrecorded  fund or asset or made
any false entries on any books or records for any purpose.

     5.23 Information Technology.

     (a)  Schedule  5.23  sets  forth  the  summary   details  of  the  material
information  technology owned or used by the Company and all material agreements
or  arrangements  relating to the maintenance  and support,  security,  disaster
recovery  management  and  utilization   (including  facilities  management  and
computer bureau services agreements) of the information technology owned or used
by the Company have been disclosed.

     (b) Maintenance contracts are in force for each asset which it is normal to
have  maintained by  independent  or specialist  contractors  and for each asset
which the Company is obliged to  maintain  or repair  under a leasing or similar
agreement. Those assets have been regularly maintained in accordance with safety
regulations  required to be observed in relation to them and the  provisions  of
any applicable agreement.

     (c) All information technology used by or required to carry on the business
of the Company and fulfill its  existing  contracts  and  commitments  is either
owned by or validly leased or licensed to the Company.

     (d) The Company has  received no written  notice or, to the  Company's  and
Stockholder's  knowledge,  any other notice of any material  defects relating to
the  information  technology  owned or used by the Company and, to the Company's
and  Stockholder's  knowledge,  there are no  material  defects  relating to the
information  technology  owned  or used  by the  Company,  and  the  information
technology  owned  or  used by the  Company  has the  capacity  and  performance
necessary to fulfill the requirements it currently performs.

     (e) No source code or  algorithms to any software  owned (either  solely or
jointly)  by the  Company has been  disclosed  to any Person,  other than in the
ordinary  course of business.  For the  avoidance of any doubt,  the Company has
disclosed or released Source Code related to the IDM Software as follow: (i) for
Army  version  2.9H  released  April 21,  1999 and (ii) Air Force  version  5.15
released  April 17,  2001,  in each case solely to the  applicable  Governmental
Authority.

                                       23


     5.24 Employee Plans.

     (a)  Schedule  5.24 sets forth a true and complete  list of each  "employee
welfare  benefit plan " (as defined in Section 3(1) of ERISA)  maintained by the
Company  or to which the  Company  contributes  or is  required  to  contribute,
including  any  multi-employer  employee  welfare  benefit  plan,  on  behalf of
officers and employees of the Company (such  multi-employer  and other  employee
welfare benefit plans being hereinafter collectively referred to as the "Welfare
Benefit Plans"). With respect to each Welfare Benefit Plan, all contributions or
premiums due by the Closing Date have been paid or accrued.

     (b)  Schedule  5.24 sets forth a true and complete  list of each  "employee
pension  benefit plan " (as defined in Section 3(2) of ERISA)  maintained by the
Company  or to which the  Company  contributes  or is  required  to  contribute,
including  any  multi-employer  employee  pension  benefit  plan,  on  behalf of
officers and employees of the Company (such  multi-employer  and other  employee
pension benefit plans being hereinafter collectively referred to as the "Pension
Benefit Plans"). No Pension Benefit Plan is a "defined benefit plan" (as defined
in Section 3 (35) of ERISA). With respect to each Welfare Benefit Plan including
an  "individual  account  Plan" (as  defined  in Section  3(34) of  ERISA),  all
contributions  due by the Closing Date have been made or will be made or accrued
prior to the Closing Date.

     (c) Each Pension  Benefit Plan,  each Welfare Benefit Plan and each related
trust agreement and annuity contract and insurance policy (and any other funding
instruments)  complies and has complied,  both as to form and operation,  to the
extent  applicable,  with  the  provisions  of (A) the  Code in  order to be tax
qualified  under Section 401(a) or 403(a) of the Code (with respect to a Pension
Benefit Plan intended to be so qualified);  (B) ERISA; and (C) such other Act as
may  be  applicable.   Each  Pension  Benefit  Plan  has  received  a  favorable
determination letter from the Internal Revenue Service and, to the Company's and
Stockholder's  knowledge,  no event has occurred or condition exists which would
adversely affect any such  determination.  If an amendment has been adopted to a
Pension Benefit Plan after issuance of such favorable  determination letter from
the Internal Revenue Service, such amendment has been or may be timely submitted
to the Internal Revenue Service within the applicable remedial amendment period.

     (d) The Company and, to the Company's  and  Stockholder's  knowledge,  each
third party plan administrator,  have administered each Welfare Benefit Plan and
each Pension Benefit Plan to date in material  compliance with the  requirements
of the Code,  ERISA and all other  applicable  laws. All reports required by any
Government  Authority with respect to each Welfare Benefit Plan and each Pension
Benefit  Plan have been timely  filed,  except to the extent  failure to so file
would not result in an aggregate cost, fine or penalty in excess of $5,000.

                                       24


     (e) Neither the Company,  any plan  fiduciary  affiliated  with the Company
nor, to the Company's or Stockholder's knowledge, any third party plan fiduciary
of any  Welfare  Benefit  Plan  or  Pension  Benefit  Plan  has  engaged  in any
transaction in violation of Section 406 of ERISA or any "prohibited transaction"
(as  described in Section  4975(c) of the Code),  except to the extent that such
violation  would not result in an aggregate cost, fine or penalty to the Company
or such fiduciary in excess of $5,000.

     (f) Schedule 5.24 lists each deferred  compensation plan, bonus plan, stock
option plan,  employee stock purchase plan and any other employee  benefit plan,
agreement, arrangement or commitment not required under a previous subsection to
be listed,  which is maintained by the Company with respect to the  compensation
of any of their employees.

     (g) No  liability  has been  incurred  by the  Company  or  other  trade or
business  under common  control with the Company (as  determined  under Sections
414(b),  414(c),  414(m) or 414(o) of the Code)  ("Common  Control  Entity")  on
account of any termination of an employee  pension benefit plan subject to Title
IV of ERISA.  No filing has been  commenced  to terminate  any employee  pension
benefit  plan  subject to Title IV of ERISA  maintained,  or wholly or partially
funded,  by the Company (or any Common Control Entity).  Neither the Company nor
any  Common  Control  Entity has (i) ceased  operations  at a facility  so as to
become subject to the provisions of Section 4062(e) of ERISA,  (ii) withdrawn as
a substantial employer so as to become subject to the provisions of Section 4063
of ERISA, (iii) ceased making contributions on or before the date of the Closing
to any employee  pension  benefit  plan  subject to Section  4064(a) of ERISA to
which the Company (or any Common Control Entity) made  contributions  during the
five years prior to the date of the Closing,  or (iv) made a complete or partial
withdrawal  (as each is  defined in  Sections  4203 and 4205,  respectively,  of
ERISA) or a reduction in  contribution  base units which, if sustained for three
years,  would constitute a partial withdrawal under Section 4205 of ERISA from a
multiemployer  plan  (as  defined  in  Section  3(37) of  ERISA)  so as to incur
withdrawal  liability  as defined in Section  4201 of ERISA  (without  regard to
subsequent  reduction or waiver of such liability  under section 4207 or 4208 of
ERISA).  Neither  the  Company  nor any Common  Control  Entity has engaged in a
transaction  designed to avoid or evade liability until Title IV of ERISA within
the five years preceding the Closing Date.

     (h) The Company  has  received no written  notice or, to the  Company's  or
Stockholder's  knowledge,  any other  notice,  of any  actions,  suits or claims
(other than  routine  claims for  benefits)  pending and, to the  Company's  and
Stockholder's  knowledge,  none could  reasonably  be  expected  to be  asserted
against  any  Pension  Benefit  Plan or Welfare  Benefit  Plan.  The Company has
received no written notice that any civil or criminal actions are pending or, to
the knowledge of the Stockholder, threatened against any Pension Benefit Plan or
Welfare  Benefit Plan, or any fiduciary  thereof with respect to such Plan.  The
Company has received no written notice that any Pension  Benefit Plan or Welfare
Benefit Plan is the direct or indirect  subject of any audit,  investigation  or
examination   by  any   Governmental   Authority   and,  to  the  Company's  and
Stockholder's  knowledge, no Pension Benefit Plan or Welfare Benefit Plan is the
direct or indirect  subject of any audit,  investigation  or  examination by any
Governmental   Authority,   and  no  such  completed  audit,   investigation  or
examination,  if any,  has  resulted  in the  imposition  of any fine or penalty
against any Person.

                                       25


     (i) All  Welfare  Benefit  Plans,  Pension  Benefit  Plans,  related  trust
agreements  or annuity  contracts (or any other  funding  instruments),  and all
plans, agreements, arrangements and commitments referred to in subsection (i) of
this Section are legally valid and binding and in full force and effect.

     (J) No Pension  Benefit Plan  containing a section  401(k) cash or deferred
arrangement in which employees of the Company participated has been terminated.

     5.25 Books and Records. The books and all corporate (including minute books
and stock records  books) and financial  records of the Company are complete and
correct in all material  respects and have been  maintained in  accordance  with
applicable sound business  practices,  laws and other requirements and no notice
has been  received or  allegation  made that a register or book is  incorrect or
should be rectified.

     5.26 Litigation; Compliance; Permits.

     Except as disclosed in Schedule 5.26 hereto,  there are no actions,  suits,
proceedings,  arbitrations or governmental  investigations  pending,  or, to the
Company's or Stockholder's  knowledge,  threatened  against, by or affecting the
Company in which, individually or in the aggregate, an unfavorable determination
could  adversely  affect  by  $50,000  or more the  Company,  or  result  in any
liability of $50,000 or more on the part of the Company,  or prevent,  hinder or
delay the execution and performance of this Agreement or any of the transactions
contemplated  hereby,  or could  declare  this  Agreement  unlawful or cause the
rescission  of any of the  transactions  hereunder,  or require the Purchaser to
divest  itself of the stock;  nor has any such suit been pending  within the two
years prior to the date hereof.  The Company has not received  written notice of
and,  to the  Company's  and  Stockholder's  knowledge,  has not been  otherwise
notified of, any violation of any applicable  federal,  state,  local or foreign
law,  rule,  regulation,  ordinance,  order or  decree  relating  to it,  or the
operation of its business,  and the  Stockholder  is not aware of any threatened
claim of such violation (including any investigation) or any basis therefore.

     The  Company has  complied  and is in  compliance  with,  all laws,  rules,
regulations,   ordinances,   orders,  judgments,  decrees,  writs,  injunctions,
building codes, safety, fire and health approvals,  certificates of occupancy or
other  governmental  restrictions  applicable  to it, its assets,  employees and
employment  practices,  except  where the failure to so comply would not have an
adverse  effect  of  $50,000  or  more on the  Company,  its  business,  assets,
financial condition, employees and employment practices.

     The Company has all material governmental licenses,  permits,  approvals or
other authorizations  required for the conduct of its business as now conducted,
all of which are in full force and effect;  the Company has not received written
notice  of  any  action  pending  or,  to  the  knowledge  of  the  Stockholder,

                                       26


threatened,  to  terminate  any  rights  under any such  governmental  licenses,
permits or  authorizations;  and except as  disclosed  on  Schedule  5.26 at the
Closing,  none of such licenses,  permits,  approvals and authorizations will be
materially  adversely  affected by the sale of the Stock to the Purchaser or the
consummation of the other transactions contemplated by this Agreement.

     5.27 Bank Accounts; Power of Attorney.

     Schedule 5.27 hereto correctly sets forth: (i) a list of all banks in which
the Company has an account or safety  deposit box,  account  number,  purpose of
such account or safety  deposit box and, the names of all persons  authorized to
draw thereon or have access  thereto;  and (ii) the names of all persons holding
powers of attorney from the Company and a description of the power of attorney.

     5.28 Disclosure.

     The representations  and warranties  contained in this Section 5 (including
the  schedules  and  exhibits  required to be delivered  by  Stockholder  or the
Company to Purchaser  pursuant to this Agreement) and any certificate  furnished
or to be furnished by Stockholder or the Company to Purchaser do not contain and
will not contain any untrue  statement  of a material  fact or omit to state any
material  fact  necessary  in  order  to make  the  statements  and  information
contained in this Section 5 not misleading.  To the knowledge of the Company and
Stockholder,  there is no  material  fact or complex  of facts or  circumstances
relating to the Company which may result in a Material  Adverse Effect which has
not been disclosed in this Agreement to Purchaser.

6. Representations and Warranties of Purchaser.

     The Purchaser represents and warrants to the Stockholder and the Company on
the date hereof and on the Closing Date as follows:

     6.1 Corporate Status.

     The Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware with full  corporate  power and
authority to carry on its business as now conducted.

     6.2 Authority for Agreements.

     The  Purchaser  has the power and  authority  to execute and  deliver  this
Agreement and the Escrow  Agreement and to carry out its  obligations  hereunder
and thereunder. The execution, delivery and performance by the Purchaser of this
Agreement and the Escrow  Agreement  and the  consummation  of the  transactions
contemplated  hereby and  thereby  have been duly  authorized  by all  necessary
corporate  action on the part of the  Purchaser.  This  Agreement and the Escrow

                                       27


Agreement  have been duly executed and delivered by the Purchaser and constitute
the legal, valid and binding  obligations of the Purchaser  enforceable  against
the Purchaser in accordance with their terms,  except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization and similar laws
of general  application  relating  to or  affecting  the rights and  remedies of
creditors.

     6.3 No Conflicts.

     The  execution,  delivery and  performance of this Agreement and the Escrow
Agreement,  and the consummation of the other transactions  contemplated  hereby
and  thereby,  do not and will not (i) require the  consent,  waiver,  approval,
license,  designation or authorization of, or declaration with, any court or any
government  authority or agency; or (ii) with or without the giving of notice or
the  passage of time or both,  violate,  conflict  with or result in a breach or
termination   of,   constitute  a  default  under,   accelerate  or  permit  the
acceleration of the performance required by the terms of, result in the creation
of any mortgage,  security  interest,  claim,  lien, charge or other encumbrance
upon any of the assets of the Purchaser  pursuant to, or otherwise  give rise to
any liability or obligation under, the certificate of incorporation or bylaws of
the Purchaser or any agreement,  mortgage,  deed of trust,  indenture,  license,
permit or any other  agreement or instrument,  or any order,  judgment,  decree,
statute  or  regulation,  to which  the  Purchaser  is a party  or by which  the
Purchaser  or  any of its  assets  may be  bound,  excluding  liens  created  by
Purchaser  in  connection   with   obtaining  debt  financing  to  complete  the
transaction contemplated by this Agreement.

     6.4 Disclosure.

     The  representations  contained in this Section 6 and any certificate to be
delivered  by the  Purchaser  to the  Company or  Stockholder  pursuant  to this
Agreement  do not contain and will not contain any untrue  statement of material
fact  or omit to  state  any  material  fact  necessary  in  order  to make  the
statements and information contained in this Section 6 not misleading.

     6.5  FOCI.  Purchaser  and  its  Affiliates  are  not  subject  to  foreign
ownership,  control or  influence  as  defined by  Applicable  Law  relating  to
Contracts with United States Governmental Authorities.

7.   Covenants.

     7.1 Conduct of the Business.  During the period from the date hereof to the
Closing Date, the Company shall and the  Stockholder  shall cause the Company to
conduct its business in the  ordinary  course of business  consistent  with past
practice so as to maintain the same as a going  concern in  compliance  with all
Applicable  Laws and will not,  without the prior written  consent of Purchaser,
permit the  Company  to:

     (a) amend any of its constitutional documents in any respect;

                                       28


     (b)  subject  to  existing  obligations  with  respect  to the Gates  Stock
Purchase Transaction,  authorize for issuance,  issue, sell, deliver,  redeem or
repurchase  or agree or commit to issue,  sell,  deliver,  redeem or  repurchase
(whether  through the  issuance or granting of options,  warrants,  commitments,
subscriptions,  rights to purchase or otherwise)  any share capital of any class
or any other securities or equity equivalents  (including,  without  limitation,
any stock options or stock appreciation rights);

     (c) split,  combine or reclassify  any of its share capital,  declare,  set
aside or pay any dividend or other distribution  (whether in cash, share capital
or property or any  combination  thereof) in respect of its share capital,  make
any other actual,  constructive  or deemed  distribution in respect of its share
capital or otherwise  make any  payments to  stockholders  in their  capacity as
such, or redeem or otherwise acquire any of its securities;

     (d) adopt a plan of complete or partial liquidation,  dissolution,  merger,
consolidation,  restructuring,  recapitalization or other  reorganization of the
Company (other than the sale of the Stock);

     (e) (i) incur,  assume or modify any long-term or short-term  debt or issue
any debt securities  except for borrowings under existing lines of credit in the
ordinary course of business; (ii) assume, guarantee, endorse or otherwise become
liable or  responsible  (whether  directly,  contingently  or otherwise) for the
obligations  of any other  person  except  in the  ordinary  course of  business
consistent  with past  practice;  (iii)  make any  loans,  advances  or  capital
contributions to or investments in any other person;  or (iv) mortgage or pledge
any of its material assets, tangible or intangible, or create or suffer to exist
any Lien thereupon  (other than Permitted  Liens and Tax Liens for Taxes not yet
due);

     (f) except as may be required by law, enter into, adopt, amend or terminate
any bonus, profit sharing, compensation,  severance,  termination, stock option,
stock appreciation right, restricted stock,  performance unit, stock equivalent,
stock  purchase   agreement,   pension,   retirement,   deferred   compensation,
employment,  severance or other employee benefit agreement, trust, plan, fund or
other  arrangement  for the  benefit  or  welfare  of any  director,  officer or
employee  in any manner or  increase  in any manner the  compensation  or fringe
benefits of any director, officer or employee or pay any benefit not required by
any plan and arrangement as in effect as of the date hereof (including,  without
limitation,  the granting of stock appreciation  rights or performance units) or
exercise any  discretion in relation to any such  arrangement  or communicate to
any  participant  in the same an  intention  to do the same or pay any  benefits
other than in accordance with the terms thereof;

     (g) acquire, sell, lease or dispose of any assets in any single transaction
or  series  of  related  transactions  having a fair  market  value in excess of
$50,000 in the aggregate (other than in connection with  outsourcing  agreements
entered into with customers of the Company);

     (h) except as may be  required  as a result of a change in law,  change any
accounting  reference  date  of the  Company  or  change  any of the  accounting
principles  or practices  used by it or its  practices  in managing  debtors and
creditors;

                                       29


     (i) cause any right or  entitlement,  insurance  or Contract to lapse or be
varied except in the ordinary course of business;

     (j) except for the hiring of  personnel  as set out in Schedule  7.1, or as
otherwise provided herein, enter into any new Contract obligating the Company to
make payments thereunder in excess of $50,000 in any twelve-month period; or

     (k) make any substantial change in the continuation, nature or organization
of the  Company  or take or agree in  writing  or  otherwise  to take any of the
actions which would make any of the representations or warranties of the Company
or Stockholder  contained in this Agreement  untrue or incorrect in any material
respect.

     7.2 Access to Information.

     (a) Between the date hereof and the Closing Date, Stockholder will provide,
or cause the Company to provide,  Purchaser and its  authorized  representatives
with  reasonable  access during normal  business  hours to the facilities of the
Company, its books and records, the personnel and representatives of the Company
and the customers  and  suppliers of the Company,  provided that (i) all contact
with and access to the Company  shall be conducted in a manner  consistent  with
the terms of the Confidentiality Agreement between the parties dated January 28,
2005  ("Confidentiality  Agreement"),  a copy of which  is  attached  hereto  as
Exhibit D and is incorporated  herein by this reference,  (ii) Purchaser  agrees
that such  access  will  give due  regard to  minimizing  interference  with the
operations,  activities  and  employees of the Company and (iii) such access and
disclosure would not violate the terms of any agreement by which  Stockholder or
the Company is bound or any  Applicable  Law. For avoidance of doubt,  Purchaser
will not be provided  with access to source codes or similar trade secrets until
after Closing.  (b) Between the date hereof and the Closing Date, at the request
of  Purchaser,  Stockholder  and the Company  shall furnish to Purchaser and its
authorized  representatives  financial  and  operating  data with respect to the
Company prepared in a manner consistent with the Financial Statements, including
tax returns.

     7.3 Non-competition Agreements.

     Non-competition  agreements between Purchaser's  designee,  ICI Acquisition
Corp. and the Stockholder,  substantially in the form attached hereto as Exhibit
B, shall be executed and delivered to Purchaser at Closing.

     7.4 Expenses.

     The Purchaser and the Stockholder shall bear their own respective  expenses
incurred in  connection  with this  Agreement and the  transaction  contemplated
hereby and in connection with all  obligations  required to be performed by each
of them under this Agreement;  provided, however, that the Company may pay up to
One  Hundred  Fifteen  Thousand   ($115,000)   Dollars  for  the  Company's  and
Stockholder's  professional  fees (attorney's fees and accounting fees) incurred
in  connection  with this  transaction  without any  adjustment  in the Purchase
Price.

                                       30



     7.5 Resignations of Directors and Officers.

     The  Stockholder  shall  provide  to  the  Purchaser  written  resignations
effective  as of the Closing Date of all of the  directors  and  officers,  bank
signatories and trustees of any pension,  profit-sharing  or similar plan of the
Company.   In  the  event  that  the  Purchaser   requests  any  bank  signatory
resignations,  the  Stockholder  and the Company  shall cause to be delivered to
Purchaser written  instructions to each bank at which the Company has an account
or credit  facility or at which the Company  rents a safe deposit box  informing
such bank of the said resignations and revoking the authority of said persons to
act with respect to said  account or credit  facility and to have access to said
safe  deposit  box.  The  Stockholder  and the  Company  shall  also cause to be
delivered to the Purchaser  effective the Closing Date the written  surrender by
all persons  holding powers of attorney from the Company of their  authority and
power to act under such powers of attorney.

     7.6 Minute Books, Stock Books and Corporate Records.

     The  complete  and correct  minute  books,  certificate  of  incorporation,
by-laws,  stock  certificate  and transfer books,  stock ledgers,  financial and
other corporate records and the corporate seal of the Company shall be delivered
to the Purchaser by the Company on or before the Closing Date.

     7.7 Taxes.

     (a) Section  338(h)(10)  Election.  The Company and Stockholder  shall join
with the Purchaser in making an election under Code Section  338(h)(10) (and any
corresponding  election under state, local, and foreign tax law) with respect to
the  purchase  and sale of Company  stock  hereunder  (collectively,  a "Section
338(h)(10)  Election").  Stockholder  shall  include  any  income,  gain,  loss,
deduction,  or other tax item resulting from the Section 338(h)(10)  Election on
their Tax Returns to the extent  required by  applicable  law,  and  Stockholder
shall also pay any Tax imposed on the Company  attributable to the making of the
Section 338(h)(10) Election,  including any Tax imposed resulting from Sec. 1374
(collectively  and  individually  the "338 Election  Taxes"),  provided that the
aggregate of all 338 Election  Taxes,  whether  payable by the Stockholder or by
the Company,  shall not exceed Fifty Thousand  Dollars  ($50,000.00).  Purchaser
shall be liable to the  Stockholder for any and all 338 Election Taxes in excess
of Fifty Thousand Dollars  ($50,000.00) (the "Excess 338 Election  Taxes"),  and
shall pay to the  Stockholder  any amount equal to the Excess 338 Election Taxes
within ten (10) days after the  Stockholder  notifies the  Purchaser of same and
provides a copy of the  applicable  portion(s) of any relevant Tax Returns.  The
Stockholder  shall  indemnify  Purchaser  and the  Company  against  any adverse
consequences  arising out of any failure to pay any 338 Election Taxes up to and
equal to Fifty Thousand Dollars  ($50,000.00),  or any failure of the Company or

                                       31


the  Stockholder  in  properly  electing  its S  corporation  status in 1999 and
maintaining its S corporation  status through and including the date of Closing.
The Purchaser shall indemnify and hold harmless the Stockholder  with respect to
any Excess 338 Election Taxes.

     (b) Purchase Price Allocation.  Purchaser, the Company, and the Stockholder
agree that the Purchase  Price and the  liabilities  of the Company  (plus other
relevant  items) will be allocated to the assets of the Company for all purposes
(including  Tax and  financial  accounting)  in a manner  consistent  with  Code
Section 338 and Section  1060 and the  regulations  thereunder.  Purchaser,  the
Company,  and the Stockholder  shall file all Tax Returns in a manner consistent
with such  allocation and values.  Purchaser shall propose an allocation for the
Acquisition  and  Stockholder  shall have ten (10) days to note any objection to
the  proposed  allocation.  Any  dispute  shall  be  settled  by an  independent
appraiser or accounting  firm to be mutually  appointed by the Purchaser and the
Stockholder.

     (c) Tax Periods  Ending on or before Closing Date:  The  Stockholder  shall
prepare or cause to be prepared,  and file or cause to be filed, all Tax Returns
for the Company for all periods  ending on or prior to the  Effective  Date that
are due and filed after the  Effective  Date (the "Pre-  Closing Tax  Returns").
Purchaser shall prepare or cause to be prepared,  and file or cause to be filed,
all Tax Returns for the Company for all periods  ending after the Effective Date
that  are  due and  filed  after  the  Effective  Date  (the  "Post-Closing  Tax
Returns"). For avoidance of doubt, the Post-Closing Tax Returns also include any
Tax  Returns  which  include  both  (i) any  period  prior to or  including  the
Effective Date, and (ii) any period after the Effective Date.

     (d) Cooperation on Tax Matters.

     (i) Purchaser,  the Company,  and the Stockholder shall cooperate fully, as
and to the extent  reasonably  requested by the other party,  in connection with
the filing of Tax Returns and any audit,  litigation  or other  proceeding  with
respect to Taxes.  Such  cooperation  shall  include the retention and (upon the
other  party's  request)  the  provision of records and  information  reasonably
relevant to any such audit, litigation, or other proceeding and making employees
available on a mutually  convenient basis to provide additional  information and
explanation of any material provided hereunder.  Purchaser and the Company agree
(A) to retain all books and records with respect to Tax matters pertinent to the
Company  relating to any taxable period  beginning before the Closing Date until
expiration  of the  statute  of  limitations  (and,  to the extent  notified  by
Purchaser or the Stockholder,  any extensions thereof) of the respective taxable
periods,  and to abide by all record retention  agreements entered into with any
taxing  authority,  and  (B) to give  the  other  parties  (including  also  the
Stockholder)  reasonable  written  notice prior to  transferring,  destroying or
discarding  any such books and records and, if the other party so requests,  the
Company or  Purchaser,  as the case may be,  shall allow the other party to take
possession of such books and records.

     (ii)  Purchaser  and  the  Company  further  agree,  upon  request,  to use
commercially reasonable efforts to obtain any certificate or other document from
any Governmental  Authority or any other Person as may be necessary to mitigate,
reduce or eliminate any Tax that could be imposed (including with respect to the
transactions  contemplated  hereby),  although  no party  shall be  required  to
commence litigation to obtain same.

                                       32


     (e)  Certain  Taxes.  All  transfer,   documentary,   sales,   use,  stamp,
registration  and  other  such  Taxes  and fees  (including  any  penalties  and
interest)  incurred  in  connection  with  this  Agreement  shall be paid by the
Stockholder  when due. The Stockholder  shall file all necessary Tax Returns and
other documentation with respect to all such transfer,  documentary, sales, use,
stamp,  registration  and other Taxes and fees,  and, if required by  applicable
law, the Company and the Purchaser  shall,  and shall cause their Affiliates to,
join in the  execution  of any such Tax  Returns  and other  documentation.  The
Purchaser  and the  Company  each agree to  cooperate  with the  Stockholder  to
minimize any such Taxes.

     (f)  Tax   Indemnification.   Stockholder   shall  indemnify  the  Company,
Purchaser,  and each Purchaser Affiliate and hold them harmless from and against
[without  duplication],  any loss, claim,  liability,  expense,  or other damage
attributable to all Taxes (or the non-payment thereof) of the Company due under,
or in connection  with, the Pre-Closing  Tax Returns.  Purchaser shall indemnify
the Company, the Stockholder,  and each Company Affiliate and hold them harmless
from and against [without duplication],  any loss, claim, liability, expense, or
other  damage  attributable  to all Taxes (or the  non-payment  thereof)  of the
Company due under, or in connection with, the Post- Closing Tax Returns.

     7.8 Assignment of Lease.

     Pursuant  to  Section  25.9 of the Deed of Lease  dated July 19,  2002,  as
amended (the "Lease"),  for the Company's  facilities at 8200 Greensboro  Drive,
McLean, Virginia, no consent of the landlord is required for continuation of the
Lease after the  Acquisition.  To the extent  Purchaser  subsequently  elects to
merge the  Company  with any other  entity,  or to assign  the Lease to  another
entity,  it will do so subject to and in accordance  with the  provisions of the
Lease.

     7.9 Approvals and Consents

     (a) The  parties  shall use their  respective  best  efforts  to obtain all
consents,  waivers,  approvals,  authorizations  or orders,  including,  without
limitation,  (a)  all  regulatory  rulings  and  approvals  of any  Governmental
Authority and (b) all actions,  consents,  approvals,  novations or waivers from
any  party to any  Contract  that is  required  or  reasonably  appropriate,  in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement. Subject to the terms and conditions of this Agreement, in taking such
actions or making any such filings, the parties hereto shall furnish information
required in  connection  therewith  and seek timely to obtain any such  actions,
consents,  approvals or waivers.  Purchaser  recognizes  and  acknowledges  that
required  novations,  if any,  will not be obtained  prior to Closing and agrees
that the  failure to have these  novations  by the  Closing  Date will not delay
Closing.

                                       33


     (b)   Stockholder,   the  Company  and  Purchaser   will,  as  promptly  as
practicable,  take all steps  necessary  or  desirable  to obtain all  consents,
waivers,  approvals,  authorizations  or  orders,  or  make  all  registrations,
declarations  or filings with and give all notices to all applicable  Government
Authorities  or any  other  Person  required  of  Purchaser  to  consummate  the
transactions contemplated hereby, with the agreement that any required novations
will be sought after Closing.

     7.10 Additional Agreements; Commercially Reasonable Efforts. Subject to the
terms and conditions  herein provided,  each of the parties hereto agrees to use
its commercially  reasonable efforts to take or cause to be taken all action and
to do or cause to be done all things reasonably  necessary,  proper or advisable
under   Applicable  Law  to  consummate  and  make  effective  the  transactions
contemplated by this Agreement,  including,  without limitation,  (a) contesting
any legal proceeding  challenging the transactions  contemplated hereby, and (b)
executing any additional  instruments  necessary to consummate the  transactions
contemplated  hereby  and  thereby.  If at any time after the  Closing  Date any
further  action is necessary to carry out the  purposes of this  Agreement,  the
proper officers and directors of each party hereto shall take all such necessary
action.

     7.11  Public  Announcements.  On and after the date  hereof and through the
Closing Date,  Stockholder,  the Company and  Purchaser  shall consult with each
other  before  issuing  any  press  releases  or  otherwise  making  any  public
statements  with  respect to this  Agreement  or the  transactions  contemplated
hereby, and none of the parties shall issue any press release or make any public
statement prior to obtaining the other parties' written approval, which approval
shall  not be  unreasonably  withheld,  except  that no such  approval  shall be
necessary  to the extent  disclosure  may be  required  in the  opinion of their
counsel by  Applicable  Law or  applicable  stock  exchange  rule or any listing
agreement of any party hereto.

     7.12 Notice of Developments.  Each party will give prompt written notice to
the  other  party  of any  development  causing  a  breach  of  any  of its  own
representations  and warranties in Sections 5 and 6 above,  and each party shall
have  ten  (10)  days  from the  date of such  notice  to cure any such  breach,
provided that, (i) if the breach cannot be cured within the ten (10) day period,
and (ii) the  breaching  party  commences to cure within the initial 10 days and
thereafter diligently  prosecutes the cure to completion,  then the time to cure
any such breach shall be extended to such time as reasonably may be necessary to
cure the breach,  not to exceed  thirty (30) days from the original  date of the
notice.  No  disclosure  by any party  pursuant to this Section 7.12, by itself,
however,  shall be deemed to amend or supplement  the schedules or to prevent or
cure any misrepresentations, breach of warranty, or breach of covenant.

     7.13  Exclusivity.  The extent to which Purchaser and the Stockholder  have
agreed to commit the resources  necessary to proceed with negotiation toward the
execution of  definitive  purchase  agreements to  consummate  the  transactions
contemplated  herein,  is reflected in the  Standstill  Agreement,  the terms of
which are  incorporated  by reference  herein and shall be fully operative as if
set forth at length  hereat  until the Closing  Date unless  this  Agreement  is
sooner terminated pursuant to Sections 9.1(a) or (c).

                                       34


     7.14 [Intentionally Omitted]

     7.15 Payment of Gates Note and other Contracts.  At Closing,  the Purchaser
shall pay in full the then  outstanding  balance due under the Gates Note. As of
the Closing Date, Purchaser shall ensure that the Company continues to fully and
timely  perform  all  financial  and  other  obligations  under  the  Contracts.
Purchaser agrees to indemnify and hold the Stockholder harmless from and against
any and all claims,  damages or Losses of any kind pertaining to or arising from
any breach of this  covenant  or any  failure by the Company to fully and timely
perform its obligations under the Contracts or under the Gates Note.

8.   Conditions Precedent.

     8.1 Conditions to Obligations of the Purchaser.

     The  obligation  of  the  Purchaser  to  pay  the  Purchase  Price  to  the
Stockholder and to satisfy its other  obligations  hereunder shall be subject to
the fulfillment (or waiver by the Purchaser) at or prior to the Closing,  of the
following additional conditions:

     (a)  Representations,   Performance.  The  representations  and  warranties
contained in Section 4 hereof  shall be true in all material  respects at and as
of the date  hereof  and shall be  repeated  and  shall be true in all  material
respects  at and as of the  Closing  Date with the same effect as though made at
and as of the Closing Date, except as affected by the transactions  contemplated
hereby.  The  Stockholder  and the Company  shall have each duly  performed  and
complied  with  all  covenants,  agreements  and  conditions  required  by  this
Agreement to be  performed  or complied  with by each prior to or on the Closing
Date.  The  Stockholder  and the Company shall have delivered to the Purchaser a
certificate  dated the  Closing  Date to the  effect  set forth in this  Section
8.1(a).

     (b) Consents Under Scheduled  Contracts.  All required consents to the sale
of the  Stock or any of the other  transactions  contemplated  hereby  under any
Scheduled Contracts shall have been obtained,  except with respect to those that
cannot be obtained prior to Closing (for example,  novations,  to the extent any
are required).

     (c) Litigation.  No suit, action or other proceeding or investigation shall
be threatened or pending before any court or governmental  agency in which it is
sought to restrain or prohibit or to obtain  material  damage or other  material
relief in connection with this Agreement or the consummation of the transactions
contemplated  hereby or which is likely  to affect  materially  the value of the
assets, business or condition (financial or otherwise) of the Company.

     (d)  Opinions of Counsel.  The  Purchaser  shall have  received a favorable
opinion, addressed to the Purchaser and dated the Closing Date, of Seyfarth Shaw
LLP for the Company and the Stockholder,  in the form attached hereto as Exhibit
E.

     (e) Proceedings and  Documentation.  All corporate and other proceedings of
the Company and its Stockholder in connection with the transactions contemplated
by this Agreement,  and all documents and instruments incident to such corporate
proceedings,  shall be  satisfactory  in substance and form to the Purchaser and

                                       35


the Purchaser's counsel in their reasonable judgment,  and the Purchaser and the
Purchaser's  counsel  shall  have  received  all such  receipts,  documents  and
instruments,  or copies thereof, certified if requested, to which the Company is
entitled and as may be reasonably requested.

     (g) Damage to Property. No portion of the plants, machinery or equipment of
or occupied by the Company  material  to the  operation  of the  business of the
Company shall,  after the date hereof and before the Closing Date, be materially
damaged, destroyed or taken by condemnation or eminent domain.

     (h)  Consents and  Approvals.  All material  licenses,  permits,  consents,
approvals,   authorizations,   qualifications  and  orders  of  governmental  or
regulatory  bodies which are necessary for the  consummation of the transactions
contemplated hereby shall have been obtained.

     (i) Escrow Agreement. [INTENTIONALLY OMITTED]

     (j) Standstill Agreement. [INTENTIONALLY OMITTED]

     (k)  Non-Competition  Agreements.  There shall have been  delivered  to the
Purchaser the Non-Competition  Agreement of the Stockholder with ICI Acquisition
Corp.

     (l) Good Standing Certificates. The Stockholder shall have delivered to the
Purchaser  certificates  as of a date not more than 15 days prior to the Closing
Date  attesting  to the good  standing  of the Company as a  corporation  in its
jurisdiction  of  incorporation  by the  Secretary  of State  of the  applicable
jurisdiction.

     (m) Real Estate Lease. [INTENTIONALLY OMITTED]

     8.2 Conditions to Obligations of the Stockholder and the Company.

     The obligation of the  Stockholder and the Company to deliver the Stock and
to  satisfy  their  respective  obligations  hereunder  shall be  subject to the
fulfillment (or waiver by the Stockholder),  on or prior to the Closing Date, of
the following conditions:

     (a) Representations,  Performance,  Etc. The representations and warranties
of the  Purchaser  contained  in Section 6 hereof  shall be true in all material
respects at and as of the date hereof and shall be repeated and shall be true in
all  material  respects  at and as of the  Closing  Date with the same effect as
though made at and as of such time. The Purchaser  shall have duly performed and
complied  with  all  covenants,  agreements  and  conditions  required  by  this
Agreement  to be  performed  or  complied  with by it prior to or on the Closing
Date.  The  Purchaser  shall have  delivered  to the  Stockholder  an  officer's
certificate dated the Closing Date to the effect set forth above in this Section
8.2(a).

                                       36


     (b) Opinion of Counsel.  The  Stockholder  shall have  received a favorable
opinion,  addressed to the  Stockholder  and dated the Closing Date, of Beckman,
Lieberman  & Barandes,  LLP,  counsel for the  Purchaser,  in the form  attached
hereto as Exhibit F.

     (c) Proceedings and  Documentation.  All corporate and other proceedings in
connection  with  the  transactions  contemplated  by  this  Agreement,  and all
documents and instruments  incident thereto,  shall be satisfactory in substance
and form to the Stockholder and Stockholder's  counsel,  and the Stockholder and
Stockholder's  counsel  shall have  received all such  receipts,  documents  and
instruments, or copies thereof, certified if requested, to which the Stockholder
is entitled and as may be reasonably requested.

     (d) Escrow Agreement. [INTENTIONALLY OMITTED]

     (e) Delivery of Purchase  Price.  The Purchase  Price has been delivered in
full.

9. Termination; Amendment; Waiver.

     9.1 Termination.

     This Agreement may be terminated at any time prior to the Closing Date:

     (a) by mutual consent of the parties.

     (b) by the Purchaser by notice to the Company and to the  Stockholder,  (i)
if any of the  conditions  set forth in Section  8.1 hereof  shall not have been
fulfilled by Stockholder  and the Company at the time(s)  specified for same, or
(ii) if any  material  default  under or breach of any  covenant,  agreement  or
condition of this Agreement,  or any misrepresentation or breach of any warranty
contained  herein, on the part of the Company or Stockholder shall have occurred
and, after proper notice, shall not have been cured.

     (c) by the  Stockholder  by  notice  to  the  Purchaser,  (i) if any of the
conditions  set forth in Section  8.2 hereof  shall not have been  fulfilled  by
Purchaser at the time(s)  specified  for same,  or (ii) if any material  default
under  or  breach  of any  agreement  or  condition  of this  Agreement,  or any
misrepresentation or breach of any warranty contained herein, on the part of the
Purchaser  shall have occurred  and,  after proper  notice,  shall not have been
cured.

     (d) Except as set forth in paragraph  (e) and in the Escrow  Agreement,  in
the  event of the  failure  to close  the  transaction  contemplated  hereby  or
termination  of this  Agreement  pursuant to the provisions of Section 9 hereof,
this  Agreement  shall become void and have no effect,  without any liability on
the part of any party  hereto or its  directors,  officers  or  stockholders  in
respect of this  Agreement,  except  that the  Confidentiality  Agreement  shall
survive any termination of this Agreement.

                                       37


     (e) If the Company and the  Stockholder  fail to consummate the transaction
contemplated  by 5:00  p.m.  EST on April  15,  2005,  notwithstanding  that the
Purchaser has fulfilled or is prepared to fulfill all of its  obligations on the
Closing  Date,  all of the  conditions  set forth in  Section  8.2 and is not in
default  under or in  breach  of any  agreement,  condition,  representation  or
warranty  contained in this  Agreement,  the Purchaser shall be entitled to seek
and obtain injunctive and other equitable relief to enforce the consummation and
Closing of this Agreement in accordance with the terms hereof.

     (g) Upon a termination of this  Agreement,  the Deposit will be returned to
Purchaser or to the Stockholder as provided in the Escrow Agreement, as modified
pursuant to this Agreement.

     9.2 Amendment.

     This  Agreement may not be amended  except by an instrument in writing duly
executed and delivered on behalf of each of the parties hereto.

10.  Survival.

     10.1 Survival.

     The representations,  warranties,  agreements and indemnities  contained in
this Agreement shall survive the execution and delivery of this  Agreement,  any
examination  by or on  behalf  of  such  parties,  and  the  completion  of  the
transactions  contemplated herein,  provided that (i) all such  representations,
warranties,  agreements  and  indemnities of the Company and  Stockholder  shall
terminate two (2) years after the Closing Date,  except for the  representations
and warranties in Sections 5.13,  5.16, 5.19 and 5.22,  which shall terminate on
the earlier of the expiration of the  applicable  statute of limitations or five
(5) years after the Closing Date; and (ii) all such representations, warranties,
agreements and  indemnities of the Purchaser shall terminate two (2) years after
the Closing Date.

11. Miscellaneous.

     11.1 Consent to Jurisdiction and Waivers For Injunctive Relief.

     The Purchaser,  the Company and the Stockholder each  irrevocably  consents
that any legal action or proceeding  for  equitable  relief which may be brought
against any of them pursuant to the terms of this  Agreement  which arise out of
or in any manner  related  to this  Agreement  may be brought  either (a) in any
state or  federal  court  located  in the State of New York  located in New York
County,  or (b) in the  Circuit  Court for  Fairfax  County,  Virginia or in the
United States District Court for the Eastern District of Virginia. The Purchaser
and the Stockholder by the execution and delivery of this  Agreement,  expressly
and irrevocably  consent and submit to the personal  jurisdiction of any of such

                                       38

                                       1


courts in any such  action or  proceeding.  The  Purchaser  and the  Stockholder
further irrevocably  consent to the service of any complaint,  summons notice or
other process  relating to any such action or proceeding by delivery  thereof to
it by hand or by any other manner  provided for in Section  11.3.  The Purchaser
and the Stockholder  hereby expressly and irrevocably waive any claim or defense
in any  such  action  or  proceeding  based  on any  alleged  lack  of  personal
jurisdiction,  improper  venue or forum non  conveniens  or any  similar  basis.
Nothing in this  Section  shall  affect or impair in any manner or to any extent
the right of the Purchaser to commence legal proceedings for equitable relief or
otherwise proceed for equitable relief.

     11.2 Severability.

     If any provision of this Agreement  shall be held or deemed to be or shall,
in fact, be  inoperative  or  unenforceable  as applied in any  particular  case
because  it  conflicts  with any other  provision  or  provisions  hereof or any
constitution or statute or rule of public policy, or for any other reason,  such
circumstances  shall not have the effect of rendering  the provision in question
inoperative or unenforceable in any other case or circumstance,  or of rendering
any other provision or provisions  herein  contained  invalid,  inoperative,  or
unenforceable to any extent whatever. The invalidity of any one or more phrases,
sentences,  clauses, sections, or subsections of this Agreement shall not affect
the remaining portions of this Agreement.

     11.3 Notices.

     All  notices,  consents,  requests,   instructions,   approvals  and  other
communications  provided for herein and all legal process in regard hereto shall
be validly given, made or served, if in writing and delivered personally or sent
by registered or certified mail (return  receipt  requested),  postage  prepaid,
recognized  national or international  air courier or by facsimile  transmission
electronically confirmed:

        if to Purchaser:

        c/o ICI Acquisition Corp.
        101 North Point Boulevard
        Lancaster, Pennsylvania  17601-4133
        Fax:   717-397-9503
        Attn:  Mr. Myron Levy, Chief Executive Officer

        with a copy to:

        David H. Lieberman, Esq.
        Beckman, Lieberman & Barandes, LLP
        100 Jericho Quadrangle, Suite 329
        Jericho, New York 11753
        Fax: (516) 433-5858

                                       39




        if to the Company or Stockholder:

        Mr. Andy Feldstein
        Innovative Concepts, Inc.
        8200 Greensboro Drive, Suite 700
        McLean, Virginia  22102

        with a copy to:

        Robert Bodansky, Esq.
        Seyfarth Shaw LLP
        815 Connecticut Avenue, N.W., Suite 500
        Washington, D.C.  20006-4004

     (if to the  Company  prior to the  Closing  Date,  to the  Stockholder,  as
     aforesaid, and after the Closing Date, to the Purchaser, as aforesaid)

or, in each case,  at such other  address as may be  specified in writing to the
other parties.

     11.4 Waiver.

     Any party may waive  compliance  by another with any of the  provisions  of
this  agreement.  No waiver of any provisions  shall be construed as a waiver of
any other provision or a future waiver of any other provision hereof. Any waiver
must be in writing.

     11.5 Brokers, Finders, etc.

     The Company,  Stockholder and Purchaser represent and warrant to each other
that they have not dealt with or employed any broker, finder,  investment banker
or  financial   advisor  in  connection  with  the  negotiation,   execution  or
performance of this  Agreement,  other than the  Stockholder  and Purchaser each
engaging Tuvia Barak under separate  agreements.  Purchaser and the  Stockholder
shall each pay and perform their respective obligations for such services to Mr.
Barak and shall  indemnify  and hold  harmless  the other  parties  hereto  with
respect to any and all claims or Losses (as defined in Section 12.2) incurred as
a result of a breach of this provision.

     11.6 Assignment.

     The  Purchaser  may not assign any of its rights or  obligations  hereunder
without the prior written consent of the  Stockholder,  except that such consent
shall not be required  for an  assignment  to a direct or indirect  wholly-owned
subsidiary of the Purchaser, which subsidiary, at and contemporaneously with the
Closing, may be merged with the Company,  provided that in the event of any such
assignment and/or merger with or without the consent of the Stockholder,  as the

                                       40



case may be, the Purchaser and any such subsidiary or merged subsidiary, jointly
and severally,  shall remain subject to the Purchaser's  obligations  hereunder,
including,   without  limitation,   the  full  and  timely  performance  of  all
obligations  of the  Company  under the  Contracts  and the Gates Note after the
Closing Date.  This Agreement  shall be binding upon and inure to the benefit of
the parties hereto and their respective permitted successors and assigns.

     11.7 Miscellaneous.

     The headings  contained in this  Agreement are for reference  purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
This  Agreement  constitutes  the  entire  agreement  and  supersedes  all prior
agreements  and  understandings,  both written and oral,  among the parties with
respect to the subject matter hereof.  This Agreement may be executed in several
counterparts,  each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.  This Agreement shall be governed in all
respects,  including  validity,  interpretation  and effect,  by the laws of the
State of Delaware, applicable to contracts made and to be performed in Delaware.
This Agreement  shall be binding upon and inure to the benefit of the successors
and assigns of the parties hereto. The rights and obligations  contained in this
Agreement are solely for the benefit of the parties  hereto and are not intended
to  benefit  or be  enforceable  by any  other  party,  under  the  third  party
beneficiary doctrine or otherwise.

     11.8.  Counterparts.  This  instrument  may be  executed  in any  number of
counterparts,  each of which when executed and delivered is an original, but all
of which together shall constitute one instrument with the same effect as if all
parties  hereto had signed the same  counterpart  and signature  page. In making
proof of this  instrument,  it shall not be  necessary to produce or account for
more than one such  counterpart  which is  executed  by the party  against  whom
enforcement of such  instrument is sought.  In addition,  any signature page and
related  notary  acknowledgments  may be detached from any  counterpart  of this
instrument  without  impairing the legal effect of any signatures  thereon,  and
such  signature  page and  related  notary  acknowledgments  may be  attached to
another  counterpart  of  this  instrument  having  attached  to it one or  more
additional signature pages and related notary acknowledgments.

12.  Limitations on Stockholder's Liability.

     12.1 Minimum Threshold and Maximum Liabilities. Notwithstanding anything to
the contrary in this  Agreement,  in no event shall the Stockholder be liable to
Purchaser, its successors or assigns, or be required to indemnify Purchaser, its
successors  or  assigns,  for  any  Loss  pertaining  to or  arising  from  this
Agreement,  or from the breach of any  representation or warranty of the Company
or of the  Stockholder  hereunder:  (a) unless  the  amount of such  Loss,  when
aggregated with all other such Losses of such Persons,  shall exceed One Hundred
Thousand Dollars ($100,000.00) (the "Minimum  Threshold"),  and then only to the
extent of such excess;  and (b) for any Losses  which,  in the  aggregate are in
excess of (i) Four Million Dollars ($4,000,000.00) (the "Maximum Liability"), if
such  Losses  are  asserted  by the  Purchaser  on or before  the  second  (2nd)

                                       41



anniversary  of the Closing  Date (i.e.,  within two (2) years after the Closing
Date), or (ii) One Million Dollars ($1,000,000.00),  if such Losses are asserted
by the Purchaser at any time after the second (2nd)  anniversary  of the Closing
Date and before the  earlier of (A) the fifth (5th)  anniversary  of the Closing
Date or (B) the expiration of the statute of  limitations  applicable to a given
claim (the 5th anniversary of the Closing Date, or the expiration of the statute
of limitations  period, as applicable,  is referred to as the "Expiration of the
Claims  Period").  The  Stockholder  shall not be liable for any Losses asserted
after the Expiration of the Claims Period, time being of the essence.

     12.2 Loss. The term "Loss" (in its singular and plural form as appropriate)
means,  to the extent not covered by insurance  from time to time  maintained by
the Company, any loss, liability,  obligation,  claim, demand, lawsuit,  action,
payment,   assessment,   costs,  expenses  (including  without  limitation,  (i)
interest,  penalties,  fines, and reasonable attorneys' fees and expenses,  (ii)
reasonable   attorneys'  fees  and  expenses  necessary  to  enforce  rights  to
indemnification  hereunder,  and (iii)  reasonable  consultant's  fees and other
costs of defense or  investigation),  and  interest  on any amount  payable to a
third  party  as a  result  of the  foregoing,  in each  case  whether  accrued,
absolute,  contingent,  known,  unknown,  or otherwise as of the Closing Date or
thereafter.

     12.3  Recovery  From  Third  Parties.  In the event any  representation  or
warranty of the Company or of Stockholder  is incorrect in any material  respect
due  to an act  or  omission  of a  third  party  (for  example,  the  Company's
accountants  or Welfare  Benefit Plan or Pension  Benefit Plan  Administrators),
Purchaser  will  first  cause the  Company to take all  commercially  reasonable
actions to enforce its rights and remedies  against,  and to recover any damages
from,  the  applicable  third party,  prior to  prosecuting  any claims  against
Stockholder under this Agreement.

                                       42




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

                                                PURCHASER

                                                ICI ACQUISITION CORP.

                                                /s/ Myron Levy
                                                ______________________________
                                                By:     Myron Levy
                                                Title:  Vice President

                                                COMPANY

                                                INNOVATIVE CONCEPTS, INC.
                                                /s/ Andy Feldstein
                                                ______________________________
                                                By:     Andy Feldstein
                                                Title:  President


                                                STOCKHOLDER
                                                /s/ Andy Feldstein
                                                ______________________________
                                                Andy Feldstein



        EXHIBITS

        Exhibit A:      Standstill Agreement
        Exhibit B:      Form of Non-Competition Agreement
        Exhibit C:      Escrow Agreement
        Exhibit C-1:    Amendment to Escrow Agreement
        Exhibit D:      Confidentiality Agreement (1/27/05)
        Exhibit E:      Form of Opinion (Stockholder/Company Counsel)
        Exhibit F:      Form of Opinion (Purchaser's Counsel)

                                       43