8-K

                           STOCK PURCHASE AGREEMENT



                                 by and among



                         SELAS CORPORATION OF AMERICA



                                      and



                               VENTRA OHIO CORP.

                                      and

                                 VTA USA, INC.









                           dated as of July 21, 2003





                           STOCK PURCHASE AGREEMENT

      STOCK PURCHASE  AGREEMENT,  dated as of July 21, 2003 (the  "Agreement"),
by and between  Selas  Corporation  of  America,  a  Pennsylvania  corporation,
("Seller")  Ventra Ohio Corp., a Delaware  corporation,-("Buyer")  and VTA USA,
Inc., a Nevada corporation ("Parent").

                                  BACKGROUND

      WHEREAS,   Seller   owns  2,548   shares  of  common   stock,   of  Deuer
Manufacturing,  Inc., an Ohio corporation (the "Company"),  representing all of
the issued and outstanding capital stock of the Company (the "Shares");

      WHEREAS,   the  Company   designs,   manufactures,   assembles,   stamps,
distributes,  sells,  and services  spare tire holders,  tire  carriers,  spare
tire lifts,  hoist  pullers and other related  products  based  principally  on
cable  winch  designs  and  related  accessories  for use with  such  products,
including slings, clamps and blocks (the "Business");

      WHEREAS,  Parent owns all of the issued and outstanding  capital stock of
the Buyer; and

      WHEREAS,  pursuant to the terms and conditions of this Agreement,  Seller
desires  to sell to Buyer,  and Buyer  desires  to  purchase  the  Shares  from
Seller.

      NOW,  THEREFORE,  in  consideration  of the foregoing and the  respective
representations,  warranties,  covenants,  agreements  and conditions set forth
below,  and intending to be legally bound hereby,  the parties  hereto agree as
follows:





                                   ARTICLE I
                        PURCHASE AND SALE OF THE SHARES

1.1   Purchase  and  Sale.   Subject  to  the  terms  and  conditions  of  this
Agreement,  at the Closing  provided for in Section 1.3 hereof (the "Closing"),
Seller  will sell,  transfer  and  deliver to Buyer,  and Buyer will  purchase,
acquire and accept from Seller,  all of Seller's  rights,  title and  interests
in and to the Shares.

1.2   Consideration.

(a)   Purchase  Price.  Subject to the terms and conditions of this  Agreement,
in  consideration  of the aforesaid sale,  transfer and delivery of the Shares,
Buyer  will  deliver  or  cause  to be  delivered  to  Seller  the sum of Seven
Million  Dollars  ($7,000,000)  (the "Purchase  Price").  The Purchase Price is
subject to adjustment as provided in Section 1.2(c).

(b)   Payment.  Subject to the terms of this  Agreement,  on the  Closing  Date
the Purchase  Price (less $250,000 (the "Escrow  Amount"))  shall be payable by
Buyer to  Seller  by wire  transfer  of  immediately  available  funds  into an
account  designated in writing by Seller,  such  designation  to be provided at
least forty-eight (48) hours prior to the Closing Date.

(c)   Escrow  Amount.  Subject to the terms of this  Agreement,  on the Closing
Date the Escrow  Amount  shall be  payable by Buyer to Blank Rome LLP  ("Escrow
Agent")  by wire  transfer  of  immediately  available  funds  into an  account
designated  in  writing  by  Escrow  Agent to be held in escrow  and  disbursed
pursuant to the terms of an Escrow  Agreement  in the form  attached  hereto as
Exhibit 1.2(c) among Buyer,  Seller and Escrow Agent ("Escrow  Agreement")  and
dated the  Closing  Date.  As  provided  in the  Escrow  Agreement,  the Escrow
Amount  shall be used only to pay the  Purchase  Price  Adjustment  that may be
due to Buyer,  if any, and the balance of the Escrow  Amount,  if any, shall be
paid to Seller.

(d)   Purchase Price Adjustment.

(i)   Working  Capital  Minimum.  In the event that the Working  Capital of the
Company as of the Closing  Date (the  "Closing  Working  Capital") is less than
$3,847,000  (the  "Target  Working  Capital"),  the  Purchase  Price  shall  be
reduced by the amount by which the Target Working  Capital  exceeds the Closing
Working  Capital.  In the event that the Closing  Working  Capital is more than
the Target  Working  Capital,  the  Purchase  Price shall be  increased  by the
amount  by which  the  Closing  Working  Capital  exceeds  the  Target  Working
Capital.  The  adjustment  to the  Purchase  Price  effected by this Section is
referred to as the "Purchase Price Adjustment".

(ii)  Working  Capital.  For  purposes of this  Agreement,  the term  "Working
Capital" shall mean the sum of: the cash, net accounts  receivable  (defined as
accounts  receivable  minus  reserves  therefor  and minus any and all accounts
receivable  of 90 or more days  outstanding  which exceed in the  aggregate the
amount  of  the  reserves  therefor),  prepaid  items  and  usable/merchantable
inventory  of all  classes of the  Company,  less the sum of:  trade  payables,
accrued  expenses  (except  current  lease  payments)  and  all  other  current
liabilities  to  all  creditors  and  lenders  of the  Company,  in  each  case
determined  in  accordance  with United States  generally  accepted  accounting
principles   consistently   applied  ("GAAP")  and  the  Company's   historical
accounting  practices  consistently  applied. An example of the calculation and
the  categories  that  shall  be used  for the  purposes  of  reference  in the
determination  of the Closing Working Capital is annexed as Exhibit  1.2(d)(ii)
to this  Agreement.  Notwithstanding  the foregoing,  Working Capital shall not
include any intercompany items.

(iii) Determination.  Within  30 days  after the  Closing  Date,  Seller  shall
prepare a balance  sheet as of the  Closing  Date or another  date agreed on by
Buyer and Seller (the  "Closing  Balance  Sheet").  The Closing  Balance  Sheet
(i) shall contain line items  substantially  consistent  with the line items in
Company's  balance  sheet  dated  March 31,  2003,  (ii) shall be  prepared  in
accordance  with  GAAP  and  the  Company's  historical  accounting  practices,
consistently  applied,  (iii)  shall be  accompanied  by a  certificate  of the
chief  financial  officer  of the  Company  certifying  to the effect of clause
(ii) above and a calculation  of the Closing  Working  Capital and the Purchase
Price   Adjustment   certified  by  the  Company's  chief  financial   officer.
Inventory  shall  be  valued  on such  Closing  Balance  Sheet  based  upon the
physical  inventory  taken  by  Seller  as  of  June  30,  2003,  adjusted  for
purchases and sales  thereafter  up to and  including  the Closing  Date.  Such
certificate  shall  provide in reasonable  detail each of the foregoing  totals
and categories by which the  determination  of the Closing  Working Capital was
made.

(iv)  Right to Object.  If Buyer has any  objections to the  calculation of the
Closing Working Capital or the Purchase Price  Adjustment,  Buyer shall deliver
to  Seller  within  thirty  (30)  days  after  receiving  the  Working  Capital
Certificate a detailed  written  statement  describing such  objections.  Buyer
and  Seller  will  negotiate  in  good  faith  in an  effort  to  resolve  such
objections  between  themselves.  If the parties are unable to finally  resolve
such  objections  within  thirty  (30)  days  after  Seller  has  received  the
statement of  objections,  Buyer and Seller will select a mutually  acceptable,
independent  accounting  firm  (the  "Accountant")  to  resolve  any  remaining
objections  and/or,  if  mutually  agreed to by Buyer and  Seller,  conduct  an
audit of the  Company  as of the  Closing  Date.  If Buyer  and  Seller  cannot
agree  on  the  choice  of an  accounting  firm,  they  will  select  by  lot a
nationally  recognized  accounting firm, other than any independent  accounting
firm  regularly  engaged  or then  engaged  by  Buyer,  Parent,  Seller  or the
Company,  or any of their  affiliates,  to perform their  respective  audits or
for tax or other  services.  The  Accountant  shall be  jointly  instructed  by
Buyer  and  Seller  to  finally   determine  the  amount(s)  in  dispute.   The
Accountant shall deliver to each of Buyer and Seller its  determination  within
thirty (30) days after  receiving the joint  instructions  of Buyer and Seller,
and the  determination  of the Accountant will be set forth in writing and will
be  conclusive  and  binding  upon the  parties.  The fees and  expenses of the
Accountant  shall be borne by the  parties  in the  inverse  percentage  of how
they  prevail  with  respect  to  the  objections.  The  date  upon  which  the
determination  of Closing  Working Capital becomes final and binding (either by
Buyer's  failure to so deliver an objection  notice,  or agreement of Buyer and
Seller,  or  final  determination  of the  Accountant)  shall  be the  "Final
Settlement Date".

(v)   Payment of Purchase  Price  Adjustment.  Any  Purchase  Price  Adjustment
shall be payable to Buyer or Seller,  as  applicable,  within ten (10) business
days  after  the  Final   Settlement  Date  by  wire  transfer  of  immediately
available  funds to an account  designated  by the  recipient.  Within five (5)
business days after the Final  Settlement  Date, Buyer and Seller shall jointly
direct the Escrow Agent in writing as to the  disposition  of the Escrow Amount
in accordance with the determination of the Purchase Price Adjustment, if any.

(e)   Intercompany  Accounts.  Buyer agrees that all of Company's  intercompany
receivables  net of  intercompany  payables  shall be  cancelled on or prior to
the Closing Date with no adjustment to the Purchase Price.

1.3   Closing.  The Closing of the transactions  contemplated by this Agreement
shall take place  simultaneously  with the  execution of this  Agreement at the
offices of Blank Rome LLP, One Logan  Square,  Philadelphia,  Pennsylvania,  or
on such other date and at such  other time or place as the  parties  may agree.
The date of the  Closing  is  referred  to herein as the  "Closing  Date."  The
Closing shall be effective as of the close of business on the Closing Date.

                                   ARTICLE II
                  DELIVERIES; BOOKS AND RECORDS OF THE COMPANY

2.1   Deliveries  by Seller.  At the  Closing,  Seller will deliver or cause to
be delivered to Buyer (unless delivered previously) the following:

(a)   The stock  certificate or certificates (or similar evidence of ownership)
representing  the Shares,  accompanied  by stock powers duly  executed in blank
or duly executed stock  transfer  forms or  instruments  of transfer,  with any
required  transfer  stamps  attached,  which  validly  transfer  title  of  the
Shares;

(b)   The  resignations  of all  members  of the  Board  of  Directors  and all
executive officers of the Company;

(c)   Duly  executed  comprehensive  releases  in the  form of  Exhibit  2.1(c)
attached  hereto from the each member of the Board of  Directors of the Company
and a  duly  executed  comprehensive  mutual  release  by  Seller  and  Company
concerning  all claims against the other party,  save only for matters  arising
out this Agreement;

(d)   All the stock books, ledger books and corporate seal of the Company;

(e)   All the books and records of the Company;

(f)   A  certificate,  dated the  Closing  Date,  certifying  as to the matters
described in Sections 6.3(a), (b) and (c) hereof;

(g)   A  certificate  or  certificates  dated the  Closing  Date and  signed on
behalf  of the  Seller  by its  Secretary  (i)  stating  that  (A) the  copy of
Seller's  charter,  articles or  certificate of  incorporation  attached to the
certificate  is true,  correct and complete,  (B) no amendment to such charter,
articles or  certificate  of  incorporation  has occurred since the date of the
last  amendment  annexed  (such date to be  specified),  (C) a true and correct
copy of  Seller's  bylaws  as in effect  on the date  thereof  and at all times
since  the  adoption  of the  resolutions  referred  to in  clause  (D) of this
paragraph  is  attached to the  certificate,  (D) the  resolutions  by Seller's
board of directors  authorizing  the  execution,  delivery and  performance  of
this  Agreement  (and  all  other   documents  and   instruments   executed  in
connection  herewith),  and authorizing the transactions  contemplated thereby,
were  duly   adopted  and  continue  in  force  and  effect  (a  copy  of  such
resolutions  to be  annexed  to  such  certificate);  and  (ii)  setting  forth
Seller's incumbent officers on such certificate or certificates;

(h)   A certificate,  in form and substance  satisfactory to  Buyer,-confirming
that  Seller  is a U.S.  Person or  otherwise-providing  evidence  which  Buyer
reasonably  deems  adequate  to relieve  Buyer of any  obligation  to  withhold
under  Section  1445 of the Code  (relating  to  withholding  by buyers of U.S.
real  property  interests,  including  stock in certain  real-property  holding
corporations,  in connection  with possible  liability of the-seller for income
tax under the Foreign Investment in Real Property Tax Act of 1980);

(i)   An opinion of counsel of Blank Rome LLP, counsel to Seller,  addressed to
Buyer and Parent,  substantially  to the effect as set forth in Exhibit  2.1(i)
attached hereto;

(j)   The Escrow Agreement, duly executed by Seller and Escrow Agent; and

(k)   All other  documents,  instruments  and writings  required or  reasonably
requested  to be  delivered  by Seller at or prior to the  Closing  pursuant to
this Agreement or otherwise required in connection herewith.

2.2   Deliveries  by Buyer.  At the Closing,  Buyer will deliver or cause to be
delivered to Seller (unless previously delivered) the following:

(a)   The Purchase  Price  referred to in Section 1.2(a) less the Escrow Amount
referred to in Section  1.2(b)  (which  Escrow Amount shall be paid by Buyer to
Escrow Agent as provided in Section 1.2(c));

(b)   The Assignment and Release  Agreements (as defined in Section 5.12), duly
executed by Buyer and the other parties thereto;

(c)   A  certificate,  executed by an  authorized  officer of Buyer,  dated the
Closing Date,  certifying as to the matters  described in Sections 6.2(a),  (b)
and (c) hereof;

(d)   A  certificate  or  certificates  dated of the Closing Date and signed on
behalf of the Buyer by its  Secretary  (i) stating that (A) the copy of Buyer's
charter,  articles or certificate of incorporation  attached to the certificate
is true,  correct and complete,  (B) no amendment to such charter,  articles or
certificate  of  incorporation   has  occurred  since  the  date  of  the  last
amendment  annexed (such date to be specified),  (C) a true and correct copy of
Buyer's  bylaws  as in effect on the date  thereof  and at all times  since the
adoption  of the  resolutions  referred to in clause (D) of this  paragraph  is
annexed  to  such  certificate,   (D)  the  resolutions  by  Buyer's  board  of
directors  and  by  Buyer's  shareholders,   as  applicable,   authorizing  the
execution,   delivery  and   performance  of  this  Agreement  (and  all  other
documents and  instruments  executed in connection  herewith),  and authorizing
the  transactions  contemplated  thereby,  were duly  adopted  and  continue in
force  and  effect  (a  copy  of  such   resolutions  to  be  annexed  to  such
certificate);  and  (ii)  setting  forth  Buyer's  incumbent  officers  on such
certificate or certificates;

(e)   The Escrow Agreement, duly executed by Buyer; and

(f)   All other  documents,  instruments  or writings  required  or  reasonably
requested to be  delivered by the Buyer at or prior to the Closing  pursuant to
this Agreement or otherwise required in connection herewith.

                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER

      Seller represents and warrants to Buyer and Parent as follows:

3.1   Organization.  The  Company  is a  corporation  duly  organized,  validly
existing and in good  standing  under the laws of the State of Ohio and has all
requisite  corporate and other power and corporate  authority to own, lease and
operate its properties  and to carry on its  operations as now being  conducted
in all  material  respects.  The  Company is not  required to be  qualified  or
licensed  as a foreign  corporation  in any other  jurisdiction  as a result of
the  property  owned,  leased or  operated  by the Company or the nature of the
business  conducted  by the  Company in such  jurisdiction,  except in any such
jurisdictions  where the failure to be so duly  qualified or licensed would not
have a  Material  Adverse  Effect.  The  Company  has  no  direct  or  indirect
subsidiaries.  The  Company  has not in the last five years used or assumed any
other  name in  connection  with  the  conduct  of its  business.  Attached  to
Section 3.1 of the  Disclosure  Schedule (as defined in Section  9.12) are true
and complete  copies of the  Company's  articles of  incorporation  and bylaws.
As used in this  Agreement,  a "Material  Adverse Effect" shall mean a material
adverse  effect on the  business,  assets,  results of  operations or financial
condition of the Company  taken as a whole,  other than matters (a) relating to
generally  applicable  economic  conditions,  or to the  Company's  industry in
general,  (b) resulting  from the  announcement  by the Seller of its intention
or agreement to sell the  Company,  or (c)  resulting  from the  execution  and
delivery  of  this   Agreement  or  the   consummation   of  the   transactions
contemplated hereby or the announcement thereof.

3.2   Authorization.  Seller is a corporation duly organized,  validly existing
and in good standing  under the laws of the State of  Pennsylvania  and has the
capacity  to  execute  and  deliver   this   Agreement   and   consummate   the
transactions  contemplated  hereby.  This  Agreement has been duly executed and
delivered  by  Seller  and  constitutes,  and  each  of the  other  agreements,
documents  and  instruments  to be executed and  delivered  by Seller  pursuant
hereto,  when executed and delivered,  will  constitute  (assuming in each case
the valid  authorization,  execution  and  delivery of such  agreement by Buyer
and  Parent),  a valid and binding  agreement  of Seller,  enforceable  against
Seller in accordance  with its terms,  except that (a) such  enforcement may be
subject to any bankruptcy, insolvency,  reorganization,  moratorium, fraudulent
transfer or other laws,  now or  hereafter  in effect,  relating to or limiting
creditors'  rights  generally,  and (b) the remedy of specific  performance and
injunctive  and other  forms of  equitable  relief may be subject to  equitable
defenses  and to the  discretion  of the  court  before  which  any  proceeding
therefor may be brought.

3.3   Common  Stock.  Set forth in Section  3.3 of the  Disclosure  Schedule is
the type and number of authorized  shares of capital stock of the Company,  and
the total  number of such shares that are issued and  outstanding.  All of such
shares  are  validly  issued,   fully  paid  and  non-assessable  and  free  of
preemptive  rights.  There  are no  outstanding  securities  convertible  into,
exchangeable  for, or carrying the right to acquire,  equity  securities of the
Company, nor are there any subscriptions,  warrants,  options,  rights or other
arrangements  or  commitments  (other than this  Agreement)  which obligate the
Company to issue or Seller to sell any equity securities of the Company.

3.4   Ownership  of the  Common  Stock.  Seller is the  record  and  beneficial
owner of the Shares,  which comprise all of the issued and  outstanding  shares
of all  classes  of  capital  stock  of the  Company.  Except  as set  forth on
Section 3.4 of the  Disclosure  Schedule,  Seller has good title to the Shares,
free  and  clear  of  all   liens,   claims,   options,   security   interests,
restriction,   voting  agreements,  "adverse  claim"  (within  the  meaning  of
Section 8-102 of the Uniform  Commercial Code) or any other  encumbrance,  both
known and unknown,  other than  restrictions  arising  under  federal and state
securities  laws.  Seller will transfer to the Buyer at Closing,  good title to
the Shares, free and clear of all liens, claims,  options,  security interests,
restriction,  voting  agreements  or any  other  encumbrance,  both  known  and
unknown,  other than  restrictions  arising under federal and state  securities
laws.

3.5   Consents and  Approvals:  No  Violations.  Except as set forth in Section
3.5 of the Disclosure  Schedule,  the execution,  delivery,  and performance of
this  Agreement  and  the  related  agreements  and  the  consummation  of  the
transactions  contemplated  by  them:  (a) do not  and  will  not  violate  any
provisions  of law  applicable  to the  Company or Seller;  (b) do not and will
not conflict  with,  result in the breach or  termination  of any provision of,
or  constitute  a default  under  (in each case  whether  with or  without  the
giving  of notice or the lapse of time,  or both)  the  Company's  articles  of
incorporation  or  bylaws  or  any  indenture,  mortgage,  security  agreement,
lease,  deed of trust;  other  Material  Contract (as defined in Section 3.17);
or any order,  judgment,  arbitration  award, or decree to which the Company or
Seller  is a party or by which  any of them or any of their  respective  assets
and  properties  are bound;  (c) do not and will not result in the  creation of
any  encumbrance on any of the properties,  assets,  or business of the Company
or Seller;  and (d) do not and will not require  the  approval,  authority,  or
consent of or filing by the Company or Seller  with,  or  notification  to, any
federal,  state, or local court,  authority, or governmental or regulatory body
or  agency,  or  any  other  corporation,  partnership,  individual,  or  other
entity;   excluding  from  the  foregoing   clauses  (b),  (c)  and  (d),  such
conflicts,  breaches,  terminations,  defaults,  encumbrances,  or  failures to
obtain   approvals,   authorities,   or  consents  or  make   filings  or  give
notifications,  which  individually  or in  the  aggregate  would  not  have  a
Material  Adverse  Effect and would not adversely  affect the ability of Seller
to consummate the transactions contemplated by this Agreement.

3.6   Financial   Statements.   Attached  to  Section  3.6  of  the  Disclosure
Schedule are copies of the  Company's  unaudited  (a)(i)  balance  sheets as of
December 31, 2001 and 2002;  (ii)  statements of operations for each of the two
years  in  the  period   ended   December  31,  2002;   (iii)   statements   of
stockholders'  equity  for each of the two years in the period  ended  December
31, 2002;  and (iv)  statements  of cash flows for each of the two years in the
period  ended  December 31,  2002,  and (b) balance  sheet as of March 31, 2003
(the "March 31, 2003  Balance  Sheet") and  statements  of  operations  for the
three  months  ended March 31, 2003 (the  financial  statements  referred to in
clauses (a) and (b) of this paragraph and the  accompanying  schedules  thereto
are   referred   to  herein   collectively   as  the   "Unaudited   Financial
Statements").  Except as disclosed on Section 3.6 of the  Disclosure  Schedule,
the Unaudited  Financial  Statements  present fairly, in all material respects,
the financial  position of the Company as of the respective dates thereof,  and
the results of  operations  and cash flows of the  Company  for the  respective
periods  indicated,  all in  conformity  with  GAAP.  The  Unaudited  Financial
Statements  show no  obligation  of the Company for borrowed  money except as a
guarantor of the credit  facilities  of Seller and certain of its  subsidiaries
and contain  and reflect all  necessary  adjustments  and  accruals  for a fair
presentation  of the Company's  financial  condition.  The Unaudited  Financial
Statements   contain  and  reflect  adequate   provisions  for  all  reasonably
anticipated  liabilities  for all taxes,  with respect to the period then ended
and all prior periods.  No insolvency  proceeding of any character,  including,
without limitation, bankruptcy, receivership,  reorganization,  composition, or
arrangement  with creditors,  voluntary or  involuntary,  affecting the Company
or any of its assets or  properties  is pending or, to the  knowledge of Seller
and the Company,  threatened.  Neither the Company nor the Seller has taken any
action in  contemplation  of, or that  would  constitute  the  basis  for,  the
institution of any such insolvency proceedings.

3.7   Absence  of  Undisclosed  Liabilities.  Except  (a) for  liabilities  and
obligations  incurred in the ordinary  course of business and  consistent  with
past practice  since March 31, 2003, and (b) as otherwise  disclosed  herein or
in Section  3.7 of the  Disclosure  Schedule,  since March 31, 2003 the Company
has not incurred any  liabilities or  obligations  (whether  direct,  indirect,
accrued  or  contingent,  liquidated  or  unliquidated)  in excess of  $50,000,
individually  or in the  aggregate,  that would be required to be  reflected or
reserved  against in a balance  sheet of the  Company  prepared  in  accordance
with GAAP as used in preparing the Unaudited Financial Statements.

3.8   Absence of  Material  Adverse and Other  Changes.  Except as set forth in
Section 3.8 of the  Disclosure  Schedule or as otherwise  contemplated  by this
Agreement,  since  March 31,  2003,  there has been no change in the  business,
results of operations  or financial  condition of the Company that would have a
Material Adverse Effect.

3.9   Title, Ownership and Related Matters.

(a)   The Company does not own or hold any option to acquire any real  property
except  as set  forth  in  Section  3.9(a)  of the  Disclosure  Schedule.  With
respect  to the real  property  listed  in  Section  3.9(a)  of the  Disclosure
Schedule,  except as set forth in  Section  3.9(a) of the  Disclosure  Schedule
and except for (i) those matters shown on the Title  Insurance  Commitment from
Lawyer's  Title  Insurance  Corporation (a copy of which is attached to Section
3.9(a)  of the  Disclosure  Schedule)  and  (ii)  those  matters  shown on that
certain  survey  prepared by Diversified  Engineering  Inc. (a copy of which is
attached to Section  3.9(a) of the Disclosure  Schedule),  the Company has good
and  marketable  legal  title to such  real  property,  free  and  clear of any
claim,  lien or other  encumbrance  except  current  property taxes accrued and
deeds of trust.

(b)   Except as set forth in Section  3.9(b) of the  Disclosure  Schedule,  the
Company  has,  or will as of the  Closing  have,  good  title  to, or rights by
license,  lease or other  agreement  to use,  all real,  tangible  or  personal
properties and assets (or rights  thereto),  necessary to permit the Company to
conduct its  business as  currently  conducted,  except as set forth in Section
3.9(b) of the Disclosure  Schedule or otherwise  where the failure to have such
title or rights would not have a Material Adverse Effect.

      (c)  Except as set forth in Section  3.9(c) of the  Disclosure  Schedule,
the  Company  is the sole owner of all the assets  reflected  in the  Company's
March  31,  2003  Balance  Sheet,  free and  clear  of all  claims,  liens  and
encumbrances.

3.10  Leases.

(a)   Except as set forth in Section  3.10(a) of the Disclosure  Schedule,  the
Company  is not a party to any  real  property  leases  or  subleases  for real
property.

(b)   Section  3.10(b)  of the  Disclosure  Schedule  lists all leases or other
agreements  or rights  under  which the  Company  is the lessee of, or holds or
operates,  any  machinery,  equipment,  vehicles  or  other  tangible  personal
property owned by a third party.

3.11  Intangible Personal Property.

(a)   For the  purposes of this Section  3.11,  the term  "Intangible  Personal
Property"  shall  mean all  intangible  properties  owned by the  Company or in
which the Company has any interest.  The  Intangible  Personal  Property  shall
include  (i)  the  names   "Mini-Mule"   and   "Pack-Mule"   (which  names  are
unregistered  and  as  to  which  the  Seller  makes  no   representations   or
warranties other than those  representations set forth in Section  3.11(b)(iii)
and (iv) (A)(as if made to the  knowledge of the Seller and the  Company),  (B)
and (C)) and all other registered and unregistered  trademarks,  service marks,
trade  names  and  slogans,  all  applications  therefor,  and  all  associated
goodwill;  (ii)  all  statutory,  common  law and  registered  copyrights,  all
applications  therefore  and all  associated  goodwill;  (iii) all  patents and
patent  applications,   all  associated  technical  information,  shop  rights,
know-how, trade secrets, processes,  operating,  maintenance and other manuals,
drawings and  specifications,  process flow diagrams and related data,  and all
associated   goodwill;   (iv)  all   "software"  and   documentation   thereof,
(including all electronic data processing  systems and program  specifications,
source codes,  input data and report  layouts and format,  record file layouts,
diagrams,   functional   specifications   and  narrative   descriptions,   flow
charts); and (v) all other inventions,  discoveries,  improvements,  processes,
formulae  (secret  or  otherwise),   data,  drawings,   specifications,   trade
secrets,  confidential  information  know-how and ideas (including those in the
possession of third  parties,  but which are the property of the Company),  and
all  drawings,   records,   books  or  other  tangible   media   embodying  the
foregoing.

Section  3.11(a) of the Disclosure  Schedule sets forth (i) a true and accurate
identification  of each registered and unregistered  fictitious  business name,
trademark,  service  mark,  trade name and slogan,  and each  registration  and
application  for any of the  foregoing,  constituting  a part of the Intangible
Personal  Property;  (ii) a true and complete  schedule of each patent and each
registration  and application for any of the foregoing,  constituting a part of
the  Intangible   Personal   Property;   (iii)  each  item  of  "software"  and
associated  documentation  constituting  a  part  of  the  Intangible  Personal
Property;  and (iv) a true and complete list of all  contracts  and  agreements
to which the Company is a party  either as  licensee  or  licensor  relating to
any item of the Intangible  Personal  Property.  To the knowledge of Seller and
the Company,  the  consummation of the  transactions  contemplated  herein will
not  adversely  affect in any manner the  nature or  usefulness  of any item of
the Intangible Personal Property in the hands of or used by the Company;

(b)   Except as set forth in Section 3.11(b) of the Disclosure Schedule,  as of
the date hereof:

(i)   the Company is the owner of all right,  title and interest in and to each
material  item of the  Intangible  Personal  Property,  free  and  clear of all
liens or other  encumbrances  or, to the  knowledge  of Seller and the Company,
claim of infringement;

(ii)  all  patent  and  trademark  registrations  and  applications  listed  in
Section  3.11(a)  of the  Disclosure  Schedule  are valid and in full force and
effect  and, to the  knowledge  of Seller and the  Company,  are not subject to
any Taxes,  maintenance  fees or actions  falling  due within 90 days after the
date hereof;

(iii) there  are no  pending  claims,  actions,  judicial  or  other  adversary
proceedings,  disputes or  disagreements  involving the Company  concerning any
item of the Intangible  Personal Property,  and, to the knowledge of Seller and
the  Company,  no such action,  proceeding,  dispute or  disagreement  has been
threatened;

(iv)   (A) the Company has the right and  authority to use each  material  item
of the  Intangible  Personal  Property  in  connection  with the conduct of its
Business;  (B) to the  knowledge  of Seller and the  Company,  such use did not
conflict  with,  infringe  upon,  or violate  any  patent or other  proprietary
right of any other person in any  material  respect;  and (C) to the  knowledge
of  Seller  and the  Company,  the  Company  has not  infringed  and is not now
infringing  any  proprietary  right  belonging  to  any  other  Person  in  any
material respect;

(v)   the Company has taken the security measures  described in Section 3.11(b)
of the Disclosure  Schedule to protect the secrecy,  confidentiality  and value
of its trade secrets; and

(vi)  to the  knowledge  of Seller and the  Company,  all trade  secrets of the
Company are not part of the public  knowledge or literature  nor have they been
used,  divulged or  appropriated  for the benefit of any Person  other than the
Company or to the detriment of the Company.

3.12  Accounts  Receivable.  All  accounts  receivable  of the Company that are
reflected on the March 31, 2003 Balance Sheet (a) represent  valid  obligations
arising  from  sales  actually  made  or  services  actually  performed  in the
ordinary   course  of  business  and  are  subject  to  no  valid   offsets  or
counterclaims  and (b) have been so  determined in  accordance  with GAAP.  All
accounts  receivable  of the  Company  that will be  reflected  on the  Closing
Balance  Sheet:  (a)  will  represent  valid  obligations  arising  from  sales
actually  made  or  services  actually  performed  in the  ordinary  course  of
business  and will be subject to no valid  offsets or  counterclaims,  (b) will
be so determined in  accordance  with GAAP,  and (c) to the knowledge of Seller
and the  Company,  except to the extent  that a reserve  against  the  possible
uncollectibility  of such accounts  receivable is established  and reflected in
the  Closing  Balance  Sheet,  all of such  accounts  receivable  will be fully
collectible  within 90 days of the balance  sheet date in  accordance  with the
Company's  ordinary  practice and without  resort to legal  proceedings  at the
aggregate  recorded  amount  thereof  as shown on the  Closing  Balance  Sheet,
except  for the  reserves,  if any,  allocable  thereto  shown on- the  Closing
Balance Sheet.

3.13  Inventory.  All  inventory  of the Company that is reflected on the March
31, 2003 Balance Sheet has been  determined in accordance  with GAAP.  The book
value of the  inventory  reflected  on the March  31,  2003  Balance  Sheet was
based  on  quantities   determined  from  the  Company's   perpetual  inventory
records,   and  valued  at  the  lower  of  cost  (determined  on  a  first-in,
first-out  basis) or market value and on a basis  consistent with that of prior
years.  All  inventory  of the  Company  that  will  be  shown  on the  Closing
Balance  Sheet,  taken as a whole,  will  consist  of  items of a  quality  and
quantity  useable and saleable in the ordinary  course of the business  without
markdown or discount,  and will be  merchantable  and fit for their  particular
purpose.   The  Closing  Balance  Sheet  will  reflect  adequate  reserves  for
obsolete and slow-moving  items and items below standard  quality (which in any
event  will not exceed  normal  commercial  standards  in  amount),  which will
reduce  the  carrying  value of  inventory,  taken as a whole,  to the lower of
cost or net realizable market value.

3.14  Computer  Software.  The  Company  owns or has  valid  licenses  or other
rights to use all material computer  software programs  necessary to permit the
Company to conduct its operations as currently  conducted,  except as set forth
in Section 3.14 of the  Disclosure  Schedule or otherwise  where the failure to
have such  ownership,  licenses  or rights  would not have a  Material  Adverse
Effect.

3.15  Litigation.  Except  as set  forth  in  Section  3.15  of the  Disclosure
Schedule,   there  is  no  claim,  action,  suit,  proceeding  or  governmental
investigation  pending  or,  to  the  knowledge  of  Seller  and  the  Company,
threatened  against or affecting  the Company,  its business or its assets,  by
or before any  court,  governmental  or  regulatory  authority  or by any third
party.

3.16  Compliance  with  Applicable  Law. Except as described on Section 3.16 of
the Disclosure  Schedule,  at all times during the past five years, the Company
has been in  compliance  in all material  respects  with all  applicable  laws,
ordinances,  rules and  regulations  of any  Federal,  state,  local or foreign
governmental authority applicable to the Company.

3.17  Certain Contracts and  Arrangements.  Except as set forth in Section 3.17
of the Disclosure  Schedule,  as of the date hereof, the Company is not a party
to any  written  (a)  employment  agreement;  (b)  indenture,  mortgage,  note,
installment   obligation,   agreement  or  other  instrument  relating  to  the
borrowing  of money by the Company  (other  than  intercompany  accounts  which
shall be governed by Section  1.2(d)  hereof),  or the  guaranty by the Company
of  any  obligation  for  the  borrowing  of  money;  or (c)  other  agreement,
including  without  limitation,   purchase  orders,  or  any  enforceable  oral
agreement,  which individually,  or in the aggregate with respect to any series
of related  agreements,  involves the receipt or payment  after the date hereof
of more  than  $100,000  on an annual  basis  (each  such  other  agreement,  a
"Material  Contract").  Except as set forth in Section  3.17 of the  Disclosure
Schedule,  all such  agreements  are (i)  valid,  binding  and  enforceable  in
accordance  with their  terms,  (ii) are the result of bona fide arm's  -length
transactions,  and (iii)  neither the Company  nor, to the  knowledge of Seller
and the  Company,  any  other  party  thereto  is in  default  in any  material
respect under any of the aforesaid agreements.

3.18  Employee Benefit Plans; ERISA; Employees.

(a)   Section 3.18(a) of the Disclosure  Schedule lists each "employee  benefit
plan" (as defined in Section 3(3) of the Employee  Retirement  Income  Security
Act of 1974, as amended  ("ERISA")),  and all other material  employee benefit,
bonus and fringe  benefit plans  maintained  for the benefit of, or contributed
to by the Company or any trade or  business,  whether or not  incorporated  (an
"RISA  Affiliate"),  that, together with the Company would be deemed a "single
employer"  within the meaning of Section 4001 of ERISA,  for the benefit of any
employee  or former  employee of the  Company (a "Plan" and  collectively,  the
"Plans").  Seller  has made  available  to Buyer  copies  of each of the  Plans
including all  amendments to date.  None of the Plans is a  Multiemployer  Plan
or a plan  subject  to  Title  IV of  ERISA  or  Section  4.12 of the  Internal
Revenue Code of 1986, as amended (the "Code").

(b)   Except as set forth in Section  3.18(b) of the Disclosure  Schedule,  (i)
each of the Plans that is subject to ERISA  complies in all  material  respects
with the  applicable  provisions  thereof,  and (ii) each of the Plans intended
to be  "qualified"  within the meaning of Section  401(a) of the Code, has been
determined by the Internal  Revenue  Service (the "IRS") to be so qualified and
Seller  and the  Company  know of no fact or set of  circumstances  that  would
adversely  affect such  qualification  prior to the Closing.  To the  knowledge
of Seller and the Company,  there are no pending or threatened  material claims
(other than  routine  claims for  benefits)  by, on behalf of or against any of
the Plans or any trusts related thereto.

(c)   Except as set forth in Section  3.18(c) of the Disclosure  Schedule:  (i)
all material  accrued  obligations of the-Company  applicable to its employees,
whether  arising   by-operation  of  Law,  by  contract,   by  past  custom  or
otherwise,  for  payments  by the  Company  to  trusts  or  other  funds  or to
any-governmental   agency,   with   respect   to   unemployment    compensation
benefits,-social  security  benefits or any other  benefits  for its  employees
with respect to the employment of said  employees  through the date hereof have
been paid or-adequate  accruals  therefor have been made on the Company's books
and records and (ii) all  reasonably  anticipated  material  obligations of the
Company  with-respect to such  employees,  whether arising by operation of Law,
by contract, by past custom, or otherwise,  for salaries,  vacation and holiday
pay,  sick-pay,  bonuses  and  other  forms  of  compensation  payable  to such
employees  in-respect  of the  services  rendered by any of them prior to March
31, 2003  have-been  or will be paid by the Company  prior to the Closing  Date
or  adequate  accruals  therefor  have  been  made in the  Unaudited  Financial
Statements,  and all such  amounts  accrued  after March 31,  2003  through the
Closing  Date will have been paid by the  Company as of the  Closing or will be
accrued on the Closing Balance Sheet.

(d)   Except as set forth in Section  3.18(d) of the Disclosure  Schedule:  (i)
each Plan,  other than a  Multiemployer  Plan (as defined in ERISA or described
in Section 413 of the  Code)("Multiemployer  Plan")  conforms  in all  material
respects  to   all-applicable   Laws  and  Orders,   including  ERISA  and  the
applicable  provisions  of- the Code and (ii) all  material  notices,  reports,
returns,   applications  and  disclosures   have-been  timely  made  which  are
required to be made to the Internal  Revenue- Service,  the U.S.  Department of
Labor,  the Pension  Benefit  Guaranty-  Corporation,  any  participants in the
Plans,  any  trustee,  or any insurer-  with  respect to the Plans,  other than
Multiemployer Plans.

(e)   The Company,  and its ERISA-  Affiliates  have made or provided for (with
fully-funded reserves) all-material  contributions  heretofore required to have
been made under all of the Plans,  and will, by the Closing Date,  have made or
provided  for  (with-   fully-funded   reserves)  all  material   contributions
required to be made on or before the- Closing Date under all such plans

(f)   Except as set forth in Section  3.18(f) of the  Disclosure  Schedule,  no
Plan, other than a Multiemployer  Plan, nor any trust created  thereunder,  nor
any- trustee or administrator  thereof has engaged in a transaction  which may-
subject  any of such  Plans,  any such trust,  or any party  dealing  with such
Plans  or  any  such  trust,  to a  material  Tax  or  penalty  on  prohibited-
transactions  imposed  by  Section  4975  of the  Code or to a  material  civil
penalty imposed- by Section 502 of ERISA

(g)   The  Company  has  not  agreed  to-indemnify  any  other  party  for  any
liabilities  or  expenses  which have been or- may in the future be incurred by
or  asserted  against  such  other  party in-  respect  of any Plan,  except as
otherwise  provided in the  applicable  Plan or as required under the Company's
articles of incorporation or bylaws or applicable law.

(h)   Except  as set  forth in  Section  3.18(h)  of the  Disclosure  Schedule,
neither the Company nor any ERISA Affiliate has any unpaid  material  liability
in respect of  any-employee  for any  contributions  and/ or premiums due under
any welfare Plan constituting one of the Plans.

      The Company does not  maintain any  health-or  life  insurance  plan that
provides  for  continuing  benefits  or  coverage  for any  participant  or any
spouse,   dependent  or  beneficiary  under  such  plan  after  termination  of
employment,  other-than as may be required  under Section 4980B of the Code and
regulations-thereunder   ("COBRA").   The  Company  is  in  compliance-in   all
material   respects   with  the  COBRA   notice   and   continuation   coverage
requirements with respect t-Plans maintained by the Company.

3.19  Insurance.   Section  3.19  of  the  Disclosure  Schedule  sets  forth  a
complete  and  accurate  list of all  insurance  policies  covering the Company
identifying  all of the  following  for  each  such  policy:  (a)  the  type of
insurance;  (b) the insurer;  (c) the policy number; (d) the policy limits, (e)
named and additional  named insureds,  and (f) the expiration  date.  Except as
disclosed  in Section  3.19 of the  Disclosure  Schedule,  there are no claims,
actions,  suits  or  proceedings  arising  out of or  based  on  any  of  these
insurance  policies and, to the  knowledge of Seller and the Company,  no basis
for any such claim,  action,  suit or proceeding  exists.  Each such  insurance
policy  is valid  and  binding  and is and has been in full  force  and  effect
since  the  date of its  issuance.  Neither  Seller  not the  Company  has been
notified of any material  breach of or default  under any such  policy.  Seller
owns,  and  after  Closing  is  retaining  ownership  of,  all  such  insurance
policies.  Nothing in this Agreement  shall affect  Seller's right to modify or
terminate  any such  insurance  policy  at any time or to remove  Company  as a
named  insured at any time,  provided  that such  modification  or  termination
does  not  affect  the  Company's  rights,  if any,  under  such  policies  for
occurrences  (as  defined  in such  insurance  policies)  existing  or  arising
before and including the date hereof.

3.20  Environmental Matters.

(a)   For purposes of this Section  3.20,  the  following  terms shall have the
definitions ascribed to them as follows:

(i)    "Environmental  Laws" means the (A) Toxic Substances Control Act, 15 USC
2601 et seq.; (B) National  Historic  Preservation Act, 16 USC 470 et seq.; (C)
Coastal  Zone  Management  Act of 1972,  16 USC 1451 et seq.;  (D)  Rivers  and
Harbors  Appropriation  Act of 1899,  33 USC 401 et seq.;  (E) Clean Water Act,
33 USC 1251 et seq.;  (F) Flood  Disaster  Protection  Act of 1973, 42 USC 4001
et seq.;  (G) National  Environmental  Policy Act of 1969, 42 USC 4321 et seq.;
(H) Resource  Conservation  and  Recovery  Act of 1976  (RCRA),  42 USC 6901 et
seq.; (I) Clean Air Act, 42 USC 7401 et seq.; (J)  Comprehensive  Environmental
Response,  Compensation,  and Liability Act (CERCLA),  42 USC 9601 et seq.; (K)
Hazardous  Materials  Transportation  Act,  49  USC  1801  et  seq.;  (L)  Safe
Drinking Water Act, 42 USC 300f et seq.;  (M) Emergency  Planning and Community
Right-to-Know  Act of 1986,  42 USC  11001 et seq.;  (N)  Federal  Insecticide,
Fungicide,  and  Rodenticide  Act, 7 USC 136 et seq.; (O)  Occupational  Safety
and Health Act, 29 USC 651 et seq.;  and all other federal,  state,  county and
municipal  statutes,  laws,  regulations,  and  ordinances  that  relate to the
protection  of human  health or the  environment,  all as may be  amended as of
the date hereof.

(ii)  "Hazardous   Substance(s)"   means  (A)  any  flammable  or   combustible
substance,  explosive,  radioactive material, hazardous waste, toxic substance,
pollutant,   contaminant,  or  any  related  materials,  substances  or  wastes
identified in or regulated by any of the  Environmental  Laws;  and (B) friable
asbestos,   regulated  polychlorinated  biphenyls  (PCBs),  urea  formaldehyde,
chemicals  and  chemical  wastes,  explosives,  known  carcinogens,   petroleum
products and by-products (including fractions thereof), and radon.

(iii) "Property"  means any  parcel of real  estate  now or  previously  owned,
leased, or operated by the Company, including its current premises.

(b)   Except as described in Section  3.20(b) of the Disclosure  Schedule,  (i)
the Company is in material  compliance with all Environmental  Laws; (ii) there
are no substances or conditions  in, under,  on or emanating  from the Property
that  require the  Company or Seller to take,  or that would  require  Buyer to
take,  a  remedial,  response  or  removal  action;  (iii)  there is no  civil,
criminal or  administrative  action suit,  demand,  claim,  hearing,  notice of
violation, order, investigation,  proceeding,  notice or demand letter received
by the Company or Seller or, to the  knowledge of Seller and  Company,  pending
against  Company or Seller  relating to the Property or the  Business  pursuant
to  Environmental  Laws;  (iv) to the  knowledge of the Seller and the Company,
there  has  been  no  occurrence  of any  storage,  release,  spill,  emission,
discharge,  generation,  processing,  treatment, abatement, removal, recycling,
reclamation,  disposal,  handling,  use  or  transportation  of  any  Hazardous
Substance  from,  under,  into,  at or on the  Property or Business in material
violation  of  Environmental  Laws;  and (v) there are no  underground  storage
tanks located in or under the Property.

(c)   Except as described in Section  3.20(c) of the  Disclosure  Schedule,  no
activity has been  undertaken  on the Property  that would cause or  contribute
to (i) the  Property's  becoming  a  treatment,  storage or  disposal  facility
within the meaning of any  Environmental  Laws;  (ii) to the  knowledge  of the
Seller  and the  Company,  a release of any  Hazardous  Substance  in  material
violation  of  Environmental  Laws;  or  (iii)  the  discharge  of  pollutants,
effluents  or  emissions  into any water  source or system or into the air,  or
the  dredging  or filling of any  waters,  where such  action  would  require a
permit under any  Environmental  Laws.  Except as described in Section  3.20(c)
of the  Disclosure  Schedule or except where the failure to obtain such permits
would  not have a  Material  Adverse  Effect,  the  Company  has  obtained  all
material permits required by all applicable  Environmental  Laws to operate the
Business.

(d)   The  Seller  has  disclosed  and  delivered  to Buyer  all  environmental
reports and  investigations  in its  possession  that the Company or the Seller
has ever obtained or ordered with respect to the Business or the Property.

3.21  Taxes.      Except  as set  forth  in  Section  3.21  of  the  Disclosure
Schedule:

(a)   the  Company  has  filed all Tax  Returns  that it was  required  to file
within  the times and in the  manner  prescribed  by law,  and has paid or made
adequate  provision  for the  payment of all Taxes due and has paid or provided
for all-  deficiencies  or other  assessments  of Taxes,  interest or penalties
owed by it;- no taxing  Authority has asserted any claim fo-the  assessment of
any  additional  Taxes of any nature with  respect to any-  periods  covered by
any such Tax  Returns.  Such Tax Returns are true,  complete and correct in all
material respects.

(b)   each Tax Return filed by the Company  fully and  accurately  reflects its
liability for Taxes for such year-or period. The  provisio-for  Taxes payable
reflected  in  the   Unaudited   Financial   Statements   are  fully   adequate
and-correct;

(c)   no audit of any Tax  Return  of the  Company  is in  progress  or, to the
knowledge of the Seller and the Company,- threatened;

(d)   no  material  issues  have been  raised  with the  Company  by any taxing
authority  which are  currently  pending in  connection  with any Tax- Returns.
There are  no-unresolved  issues or unpaid  deficiencies  relating  to any such
examination;

(e)   Section 3.21 of the  Disclosure  Schedule  lists all material Tax Returns
filed with  respect  to the  Company  for  taxable  periods  ending on or after
January  1, 2000,  indicates  those Tax  Returns  that have been  audited,  and
indicates those Tax Returns that currently are the subject of audit.

(f)   The Company has not waived any statute of  limitations  in respect of any
Taxes or agreed to any  extension of time with respect to a Tax  assessment  or
deficiency.  The  Company  and its  officers  have  received  no  notice of any
pending or threatened  audit by the IRS, or any state or local agency,  related
to the  Tax  Returns  or Tax  liability  for  any  period,  and  no  claim  for
assessment  or  collection  of Taxes  has been  asserted  against  the  Company
during the past five  years.  There are no federal,  state,  or local tax liens
outstanding against any of the Company's assets, properties, or business.

(g)   As used in this Agreement:

(i)    "Taxes" shall mean all taxes, levies,  charges or fees including income,
corporation,  advance corporation,  gross receipts, transfer, excise, property,
sales,  use,  value-added,  license,  payroll,  pay-as-you-earn,   withholding,
social security and franchise or other governmental  taxes or charges,  imposed
by or under the taxing  authority  of the United  States or any state,  county,
local or  foreign  government,  and  such  term  shall  include  any  interest,
penalties or additions to tax attributable to such taxes.

(ii)  "Tax Return"  shall mean any report,  return or statement  required to be
supplied to a taxing authority in connection with Taxes.

3.22  Related  Party  Transactions.  Except as set forth on Section 3.22 of the
Disclosure  Schedule,  there  are no  real  estate  leases,  personal  property
leases,  loans,  guarantees,  contracts,  transactions  or other  arrangements,
whether  oral or  written,  in excess of  $10,000 in the  aggregate  between or
among  the  Company  and  Seller  or any  current  or  former  partner,  owner,
stockholder, director, officer or controlling person of the Company.

3.23  Certain Fees.  Except for the engagement of Structura Group,  Ltd. (which
is not a party to this  Agreement  and shall  not have any  rights  under  this
Agreement),  the fees and  expenses of which  shall be the sole  responsibility
of  Seller,  neither  Seller  nor  any  of  its  affiliates  has  employed  any
financial  advisor  or finder  or  incurred  any  liability  for any  financial
advisory  or  finders'   fees  in  connection   with  this   Agreement  or  the
transactions contemplated hereby.

3.24  Permits  and  Licenses.  Except as  described  in Section  3.20(c) of the
Disclosure  Schedule  with respect to  environmental  permits,  the Company has
all necessary permits,  certificates,  licenses, approvals, consents, and other
authorizations  from  any  federal,   state,  or  local  court,  authority,  or
governmental  or  regulatory  body or agency  required  to carry on and conduct
the Business and to own,  lease,  use, and operate its assets at the places and
in the manner in which the Business is  conducted,  except where the failure to
have any such permits,  certificates,  licenses, approvals, consents, and other
authorizations  would not have a Material  Adverse  Effect.  A complete list of
the Company's permits,  certificates,  licenses, approvals, consents, and other
authorizations is included in Section 3.24 of the Disclosure Schedule.

3.25  Conduct of  Business.  Except as  otherwise  disclosed in Section 3.25 of
the Disclosure Schedule, since  March 31, 2003, the Company has not:

(a)   Issued  any  capital  stock  or  other  securities  convertible  into  or
exchangeable  or  exercisable  for  capital  stock  or  having  voting  rights;
declared or paid any  dividend;  made any other payment from capital or surplus
or other  distribution  of any  nature;  or directly  or  indirectly  redeemed,
purchased,  or otherwise  acquired,  recapitalized,  or reclassified any of its
capital stock.;

(b)   Merged or consolidated with any other entity;

(c)   Altered or amended its articles of incorporation or bylaws;

(d)   Entered into,  materially amended,  or terminated any contract,  license,
lease,  commitment  or  permit,  except  in the  ordinary  course  of  business
consistent with past practices;

(e)   Experienced any material labor disturbance;

(f)   Discharged  or  satisfied  any  encumbrance  or  paid  or  satisfied  any
obligation or liability  (absolute,  accrued,  contingent,  or otherwise) other
than in the ordinary  course of business  consistent with past practices and in
accordance  with  the  express  terms of such  obligation  or  liability  or as
required by this Agreement;

(g)   Mortgaged, pledged, or subjected to any encumbrance any of its assets;

(h)   Sold, transferred,  or agreed to sell or transfer any asset, property, or
business;  cancelled  or  agreed to cancel  any debt or  claim;  or waived  any
right,  except  in  the  ordinary  course  of  business  consistent  with  past
practices or as required by this Agreement;

(i)   (A) Granted any  increase in employee  rates of pay or any  increases  in
salary payable or to become payable to any officer,  employee,  consultant,  or
agent,  other than in connection  with their regular  review or (B) by means of
any  bonus or  pension  plan,  contract,  or  other  commitment  increased  the
compensation of any officer, director,  employee,  consultant, or agent, or (C)
hired any new officer, executive employee, consultant, or agent;

(j)   Made or  authorized  any capital  expenditures  for additions to plant or
equipment accounts in excess of $100,000 in the aggregate;

(k)   Entered  into  any  transaction  (including,   without  limitation,   any
contract  or  other  arrangement   providing  for  employment,   furnishing  of
services,   rental  of  real  or  personal  property,  or  otherwise  requiring
payments)  with any  shareholder,  officer,  or  director of the  Company;  any
member of their immediate families; or any of their affiliates;

(l)   Experienced  any material  damage,  destruction,  or loss (whether or not
covered by insurance) affecting the Company's properties, assets or business;

(m)   Failed to  maintain  and  repair  its  assets in the  ordinary  course of
business consistent with past practices, ordinary wear and tear excluded;

(n)   Instituted or settled any litigation,  action,  or proceeding  before any
court or governmental body relating to it or its property;

(o)   Made any change in any method of  accounting or any  accounting  practice
or suffered any deterioration in accounting controls;

(p)   Made any  payment or  disbursement  of moneys or  property or declared or
paid any  dividend  or  other  distribution  to or on  behalf  of any  officer,
director,  or  shareholder  of the  Company  or  any  member  of the  immediate
families  of any of  Seller,  or any  affiliate,  other  than  for  payment  of
compensation or reimbursement of expenses in accordance with past practices;

(q)   Entered into any other  transaction  other than in the ordinary course of
business consistent with past practices;

(r)   To the  knowledge of Seller and the Company,  been  threatened  with,  or
otherwise given written notice of, any material liability; or

(s)   Agreed or committed to do any of the foregoing.

3.26  Employees.  Except  as set  forth  in  Section  3.26  of  the  Disclosure
Schedule,  there is not now,  nor has there  been at any time  during  the past
five years,  any strike,  lockout,  material  grievance,  other  material labor
dispute,  or material  trouble of any nature pending or threatened  against the
Company or that in any  manner  affects  the  Company.  The  Company is and has
been  in  compliance  in  all  material  respects  with  all  rules  regulating
employee  wages and hours.  On or before the Closing  Date,  the Company  shall
have paid or accrued  all of its  obligations  relating to  employees  (whether
arising by operation of law, by contract,  or by past  service),  including but
not  limited  to,  payments  to  trusts  or other  funds,  to any  governmental
agency,  or to any  individual  employee (or his or her legal  representatives)
with  respect to wages,  vacation,  health and welfare  benefits,  unemployment
compensation  benefits,  profit  sharing,  or  retirement  benefits,  or Social
Security benefits,  and the like. Section 3.26 of the Disclosure  Schedule sets
forth a true and  current  list of all of the  collective  bargaining  or union
agreements  (each,  a  "Labor   Agreement"  and   collectively,   the  "Labor
Agreements")  now in effect  and also  includes  a true and  complete  schedule
listing the names and total  annual  compensation  of each  person  employed by
the Company as of May 7, 2003,  receiving  compensation  aggregating  in excess
of $20,000 per year.  Except as  disclosed  in Section  3.26 of the  Disclosure
Schedule, as of the date hereof:

(a)   the  employment  of  each  employee  of the  Company  may  be  terminated
immediately  by the  Company,  except  as  otherwise  provided  by  statute  or
government authority or any Labor Agreement;

(b)   to the knowledge of Seller and the Company,  no key executive employee of
the Company has plans to  terminate  his or her  employment  at or prior to the
Closing,  whether or not as a result of the transactions  contemplated  herein,
other than any  executive  officer of the Company  whose  resignation  has been
requested by the Buyer; and

(c)   the Company has no material labor relations problems.

      Except as  disclosed  in Section  3.26 of the  Disclosure  Schedule,  the
Company has complied in all material  respects  with all Labor  Agreements  and
all applicable laws and orders  relating to the employment of labor,  including
those  related to wages,  hours,  collective  bargaining  and the  payment  and
withholding  of Taxes and other sums as  required  by  appropriate  authorities
and has withheld  and paid to the  appropriate  authorities,  or is holding for
payment not yet due to such  authorities,  all amounts  required to be withheld
from such  employees  of the  Company  and is not  liable  for any  arrears  of
wages,  Taxes,  penalties  or other sums for  failure to comply with any of the
foregoing.

3.27  Product Liability and Warranties.  Except as disclosed in Section 3.27 of
the  Disclosure  Schedule:  (a) to the knowledge of Seller and the Company,  no
defect or  deficiency  exists in any of the  products  manufactured  or sold by
the Company  during the last five years,  or in any of the  Company's  finished
inventory,  that  could  give rise to any  liabilities  or claims for breach of
warranty,  product liability,  or similar  liabilities or claims; (b) there are
not pending, nor, to the knowledge of Seller and the Company,  threatened,  any
claims under or pursuant to any  warranty,  whether  expressed  or implied,  on
products or services  sold by the Company  prior to the date of this  Agreement
that are not  disclosed or referred to in the March 31, 2003 Balance  Sheet and
which are not fully  reserved  against;  (c) there is no claim now  pending or,
to the  knowledge  of Seller  and the  Company,  threatened  by or  before  any
government   authority  alleging  any  defect  in  any  product   manufactured,
shipped,  sold or delivered by the Company or alleging,  with respect  thereto,
any  failure  of the  Company  to  warn or any  breach  by the  Company  of any
implied  warranties  or  representations,  and, to the  knowledge of Seller and
the  Company,  there  is no  valid  basis  for  any  such  claim;  (d)  to  the
knowledge  of Seller and the  Company,  there has not been within the last five
(5) years been any  product  recall or  post-sale  warning  or  similar  action
(individually,  a "Recall" and collectively,  "Recalls") conducted with respect
to any product  manufactured,  shipped,  sold or delivered  by the Company,  or
any   investigation  by  any  government   authority   concerning   whether  to
undertake  or not  undertake  any Recalls;  and (e) to the  knowledge of Seller
and the  Company,  within the last five (5) years  there have been no  material
defects  in,  failures to warn,  or  breaches of express or implied  warranties
or representations  with respect to, any product  manufactured,  shipped,  sold
or delivered by the Company.

3.28  Suppliers and Customers.

(a)   A complete and accurate  list of all  suppliers or vendors of products or
services to the Company in  connection  with its business  (other than legal or
accounting  services)  aggregating  more than $50,000 (at cost) annually during
the Company's  last fiscal year,  and the contact  information of each supplier
or vendor and the amount sold to the Company  during that period,  is set forth
in Section  3.28(a) of the Disclosure  Schedule.  The names of any suppliers of
goods or services  with  respect to which,  to the  knowledge of Seller and the
Company,   practical  alternative  sources  of  supply  are  not  available  on
comparable  terms and conditions are  separately  listed in Section  3.28(a) of
the Disclosure Schedule.

(b)   A  complete  and  accurate  list  of  each  of  the  Company's  customers
aggregating  more than $100,000 in revenues to the Company  annually during the
last fiscal year in connection  with the Business,  the contact  information of
each customer,  and the amount each customer  purchased from the Company during
the  last  fiscal  year is set  forth  in  Section  3.28(b)  of the  Disclosure
Schedule.

(c)   To the  knowledge  of Seller and the Company,  Seller has no  information
that might  reasonably  indicate  that any  customer or supplier of the Company
intends to cease  purchasing  from,  selling to, or dealing  with the  Company,
except as set forth in  Section  3.28(c)  of the  Disclosure  Schedule.  To the
knowledge of Seller and the  Company,  no  information  has been brought to the
attention  of Seller  that might  reasonably  lead  Seller to believe  that any
customer or supplier intends to alter, in any material  respect,  the amount of
its  purchases  or sales or the extent of its  dealings  with the  Company,  or
would alter in any material  respect its purchases from,  sales to, or dealings
with  the  Company,  in  the  event  the  transactions   contemplated  by  this
Agreement  are  consummated,  except as set  forth in  Section  3.28(c)  of the
Disclosure Schedule.

3.29  Bank  Accounts.  The  information  in  Section  3.29  of  the  Disclosure
Schedule is a true and  complete  list of the names and  locations of all banks
or  other  financial  institutions  that  are  depositories  for  funds  of the
Company,  the names of all persons  authorized to draw or sign checks or drafts
on the  accounts,  the number of the  accounts,  and the names and locations of
any  institutions  in which  the  Company  has any  safe-deposit  boxes and the
names of the  individuals  having  access to them.  The  Company  does not have
any outstanding powers of attorney.

3.30  Accounts  Payable.  Section 3.30 of the Disclosure  Schedule sets forth a
true and correct aged list of all  accounts  payable of the Company as of March
31,  2003 in excess of $50,000 to any one payee.  All of the  accounts  payable
as of March 31,  2003 arose from bona fide  purchases  of goods or  services in
the ordinary course of the Business.

3.31  Materiality.  No  statement  in  this  Agreement,  or in any  certificate
delivered  to Buyer  pursuant to this  Agreement,  contains or will contain any
untrue  statement  of a material  fact,  or fails or will fail to  contain  any
material fact necessary to make the  statements  not false or  misleading.  All
documents  and other papers  delivered to Buyer by or on behalf of the Company,
or Seller in connection with this Agreement and the  transactions  contemplated
herein are accurate, complete and authentic copies of original documents.

3.32  No Other Representations.  Except as set forth in this Agreement,  Seller
makes no other  representations  or warranties,  express or implied,  including
without  limitation,  warranties of merchantability or fitness for a particular
purpose,  representations  or  warranties  contained  in or  arising  from  the
Information  Memorandum  prepared by the Company and Seller, or representations
or  warranties  as to any  forecasts,  projections,  budgets  or other  forward
looking  information  provided  to or  obtained  by  Buyer or  Parent  or their
representatives.

                                  ARTICLE IV
               REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT

      Buyer and Parent represent and warrant to Seller as follows:

4.1   Organization and Authority of Buyer and Parent.

(a)   Buyer is a  corporation  duly  organized,  validly  existing  and in good
standing  under the laws of the  State of  Delaware.  Parent  is a  corporation
duly  organized,  validly  existing  and in good  standing  under  the  laws of
Nevada.  Parent,  directly or indirectly,  owns all of the outstanding  capital
stock  of  Buyer.  Buyer  has  previously  delivered  to  Seller  complete  and
correct copies of its  certificate of  incorporation  and bylaws,  as currently
in effect.  Each of Buyer and Parent has the  corporate  power and authority to
execute  and  deliver  this   Agreement   and   consummate   the   transactions
contemplated  hereby.  The  execution  and delivery of this  Agreement  and the
consummation  of the  transactions  contemplated  hereby  have  been  duly  and
validly  authorized by the  respective  board of directors of each of Buyer and
Parent and no other  corporate  proceedings  on the part of Buyer or Parent are
necessary  to  authorize  the  execution,  delivery  and  performance  of  this
Agreement or the consummation of the transactions so contemplated.

(b)   This  Agreement has been duly executed and delivered by each of Buyer and
Parent and  constitutes,  and, when executed and  delivered,  each of the other
agreements,  documents  and  instruments  to be executed and delivered by Buyer
and Parent,  pursuant hereto will constitute,  a valid and binding agreement of
each of Buyer and  Parent  (in each  case,  assuming  the valid  authorization,
execution  and  delivery  of such  agreement  by Seller),  enforceable  against
Buyer  and  Parent  in  accordance  with  its  terms,   except  that  (i)  such
enforcement  may be  subject  to any  bankruptcy,  insolvency,  reorganization,
moratorium,  fraudulent  transfer or other laws,  now or  hereafter  in effect,
relating to or limiting  creditors'  rights  generally,  and (ii) the remedy of
specific  performance  and injunctive  and other forms of equitable  relief may
be subject to  equitable  defenses  and to the  discretion  of the court before
which any proceeding therefor may be brought.

4.2   Consents  and  Approvals;  No  Violations.   Neither  the  execution  and
delivery  of this  Agreement  nor the  consummation  by Buyer and Parent of the
transactions  contemplated  hereby  will (a)  conflict  with or  result  in any
breach  of any  provision  of the  certificate  of  incorporation  or bylaws of
Buyer or Parent;  (b) require any filing with,  or the obtaining of any permit,
authorization,   consent  or  approval  of,  any   governmental  or  regulatory
authority  whether within or outside the United States;  (c) violate,  conflict
with or result in a default (or any event  which,  with notice or lapse of time
or both,  would  constitute  a  default)  under,  or give  rise to any right of
termination,  cancellation or acceleration under, any of the terms,  conditions
or  provisions  of  any  note,   mortgage,   other  evidence  of  indebtedness,
guarantee,  license,  agreement,  lease or other  instrument  or  obligation to
which  Buyer or Parent  is a party or by which  Buyer or Parent or any of their
respective  assets may be bound;  or violate  any  order,  injunction,  decree,
statute, rule or regulation  applicable to Buyer or Parent,  excluding from the
foregoing  clauses  (b),  (c)  and  (d),  (i)  such  requirements,  violations,
conflicts,  defaults, rights, security interests, claims, liens, charges, other
encumbrances  or  violations  which would not  adversely  affect the ability of
Buyer  or  Parent  to  consummate  the   transactions   contemplated   by  this
Agreement,  or  (ii)  which  become  applicable  as a  result  of any  acts  or
omissions  by, or the  status of or any facts  pertaining  to,  the  Company or
Seller.

4.3   Availability  of  Funds;  Solvency.  At  the  Closing,  Buyer  will  have
sufficient  immediately  available  funds,  in cash, to pay the Purchase Price,
to provide the Company  with  sufficient  working  capital and to pay any other
amounts  payable  pursuant  to this  Agreement  and to effect the  transactions
contemplated hereby.

4.4   Litigation.  There is no claim, action, suit,  proceeding or governmental
investigation  pending  or, to the  knowledge  of Buyer or  Parent,  threatened
against  the  Buyer  or  Parent,  by  or  before  any  court,  governmental  or
regulatory  authority  or by any third party which  challenges  the validity of
this Agreement.

4.5   Employees.  Buyer has no current  intention,  following  the Closing,  to
(or to cause the Company to) terminate  the  employment of any of the Company's
employees  (other  than  the  executive   officers  whose   resignations   were
requested  as set forth in  Section  2.1(b)  above)  or to change  the terms of
employment of such employees.

4.6   Securities  Matters.  Buyer is  acquiring  the  Shares  for  Buyer's  own
account as principal,  for  investment and not with a view to, or for resale in
connection  with,  any  resale or  distribution  thereof  in  violation  of the
Securities Act of 1933, as amended (the "Securities  Act").  Buyer acknowledges
that the Shares are not  registered  under the Securities Act or any applicable
state  securities  law,  and that such  Shares may not be  transferred  or sold
except  pursuant  to  the  registration  provisions  of the  Securities  Act or
pursuant  to  an   applicable   exemption   therefrom  and  pursuant  to  state
securities laws and regulations, as applicable.

4.7    Certain  Fees.  Neither  Buyer nor  Parent  nor any of their  respective
affiliates  has  employed  any  financial  advisor  or finder or  incurred  any
liability for any financial  advisory or finders' fees in connection  with this
Agreement or the transactions contemplated hereby.

                                   ARTICLE V
                                   COVENANTS

5.1   Conduct  of the  Company's  Business.  Seller  agrees  that,  during  the
period from the date of this  Agreement  to the  Closing,  except as  otherwise
contemplated by this Agreement or consented to by Buyer:

(a)   Seller shall cause the Company to conduct its business  operations in the
ordinary course consistent with past practice; and

(b)   Seller  shall  cause the Company not to (i) sell or dispose of any of its
properties  or assets,  except in the ordinary  course of  business;  (ii) make
any loans,  advances  (other than advances in the ordinary  course of business)
or  capital  contributions  to, or  investments  in,  any other  person;  (iii)
terminate  or  materially  amend  any  of its  material  contracts,  leases  or
licenses,  except in the ordinary  course of business;  (iv) enter into any new
material  agreement  other than  customer  contracts  or  renewals  of existing
agreements  or  otherwise in the  ordinary  course of business;  (v) enter into
any written employment  agreement with any employee,  or increase in any manner
the  compensation  of any of the  officers or other  employees  of the Company,
except for such  increases  as are granted in the  ordinary  course of business
in  accordance  with  its  customary  practices  (which  shall  include  normal
periodic  performance reviews and related  compensation and benefit increases);
(vi)  adopt,  grant,  extend  or  increase  the  rate or  terms  of any  bonus,
insurance,  pension or other  employee  benefit  plan,  payment or  arrangement
made to, for or with any such  officers or  employees  of the  Company,  except
increases  required by any applicable  law, rule or  regulation;  or (vii) make
any change in any of its present  accounting  methods and practices,  except as
required by changes in GAAP.

5.2   Access to Information.

(a)   Between the date of this  Agreement  and the  Closing,  Seller  shall (i)
give Buyer and its authorized  representatives  reasonable access to all books,
records,  offices and other  facilities  and  properties  of the Company;  (ii)
permit  Buyer  to  make  such  inspections  thereof  as  Buyer  may  reasonably
request;  and (iii) cause the  officers  of the  Company to furnish  Buyer with
such  financial and operating  data and other  information  with respect to the
business  and  properties  of the  Company  as  Buyer  may  from  time  to time
reasonably  request;  provided,  however,  that any such investigation shall be
conducted  during  normal  business  hours under the  supervision  of Seller or
Seller's   representative   and  in  such  a   manner   as  to   maintain   the
confidentiality  of this  Agreement and the  transactions  contemplated  hereby
and not interfere  unreasonably  with the business  operations of Seller or the
Company.

(b)  Buyer's right to perform Phase II environmental  testing at the Company's
facility  is  governed by a letter  agreement  dated June 23,  2003, among
Seller, Company and Buyer (the "Phase II Agreement").

(c)  All  information  concerning  Seller  furnished  or provided by Seller or
its affiliates to Buyer or its  representatives  or obtained by Buyer from
Seller  or  the  Company  in  connection  with  this  Agreement  (whether
furnished,  provided  or obtained  before or after the date of this  Agreement)
shall be held subject to a  confidentiality  agreement between Structura Group,
Ltd., on behalf of Seller,  and Flex-N-Gate  Corporation,  dated as of February
25, 2003 (the "onfidentiality Agreement").

5.3   Consents.

(a)   Each of Seller, Parent and Buyer shall cooperate,  and use its reasonable
best efforts, to make all filings and obtain all licenses,  permits,  consents,
approvals,   authorizations,   qualifications   and   orders  of   governmental
authorities  and other third parties  necessary to consummate the  transactions
contemplated  by this  Agreement.  In  addition  to the  foregoing,  Buyer  and
Parent agree to provide such assurances as to financial  capability,  resources
and credit  worthiness as may be reasonably  requested by any third party whose
consent or approval is sought hereunder.

(b)   With  respect  to any  agreements  for  which  any  required  consent  or
approval is not obtained prior to the Closing,  and Buyer nevertheless  chooses
to  proceed  with  Closing,  Seller,  Parent  and  Buyer  shall  each  use  its
reasonable  best  efforts to obtain any such  consent  or  approval  as soon as
commercially   practicable  after  the  Closing  Date  until  such  consent  or
approval has been obtained,  and Seller shall use its  reasonable  best efforts
to  provide  Buyer  with the  same  benefits  arising  under  such  agreements,
including  performance  by Company  as agent for  Seller and Buyer,  if legally
and commercially feasible,  provided,  that Buyer and the Company shall provide
the Seller with such access to the  premises,  books and records and  personnel
as is  necessary  to enable the Seller to perform  its  obligations  under such
agreements  and Buyer or the  Company  shall pay or satisfy  the  corresponding
liabilities  for the  enjoyment  of such  benefits  to the extent  Buyer or the
Company  would have been  responsible  therefor if such consent or approval had
been obtained.

5.4   Reasonable  Best  Efforts.   Each  of  Seller,  Parent  and  Buyer  shall
cooperate,  and use its reasonable  best efforts to take, or cause to be taken,
all action,  and to do, or cause to be done, all things  necessary,  proper, or
advisable   under   applicable   laws  and   regulations   to  consummate   the
transactions contemplated by this Agreement.

5.5   Public  Announcements.  Prior to the Closing,  except as otherwise agreed
to by the parties,  the parties shall not issue any report,  statement or press
release  or  otherwise  make  any  public   statements  with  respect  to  this
Agreement  and  the  transactions   contemplated  hereby,   except  as  in  the
reasonable  judgment  of the party may be  required  by law,  in which case the
parties will exercise their  reasonable best efforts to reach mutual  agreement
as to the language of any such report, statement or press release.

5.6   Consummation.  Each party  hereto shall use its  reasonable  best efforts
to consummate  the  transactions  contemplated  by this Agreement and shall not
take any action  inconsistent  with its  obligations  hereunder  or which could
hinder or delay  the  consummation  of the  transactions  contemplated  hereby.
Further,  Seller  will use its  reasonable  best  efforts  to  ensure  that the
conditions  set forth in  Article  VI hereof  are  satisfied,  insofar  as such
matters are within the  control of Seller,  and Buyer and Parent will use their
reasonable  best efforts to ensure that the  conditions set forth in Article VI
hereof are  satisfied,  insofar as such matters are within the control of Buyer
or Parent.  Seller,  Parent and Buyer also covenant and agree,  with respect to
a threatened  or pending  preliminary  or permanent  injunction or other order,
decree or ruling or statute,  rule,  regulation  or executive  order that would
adversely   affect  the  ability  of  the  parties  hereto  to  consummate  the
transactions  contemplated  hereby, to use all reasonable efforts to prevent or
lift the entry, enactment or promulgation thereof, as the case may be.

5.7   Employees; Employee Benefits.

(a)   Following  the  Closing,  Buyer  shall,  or shall  cause the  Company to,
provide each employee of the Company  ("Employee")  and former  employee of the
Company  (and  their  respective  qualified   beneficiaries)  the  continuation
coverage  benefits  mandated by  Sections  601 through 608 of ERISA and Section
4980B(f)  of the Code;  provided,  however,  that with  respect  to  Qualifying
Events  (as  defined  in  ERISA)   occurring  before  the  Closing  Date,  such
obligation  shall be limited  to the  individuals  listed in Section  5.7(a) of
the  Disclosure  Schedule.  Seller  shall be  responsible  for  providing  such
continuation   coverage   benefits   or  to  correct  any  failure  to  provide
continuation  coverage notices (including  payment of any applicable  penalties
or  taxes) to any  individual  who  incurred  a  qualifying  event  before  the
Closing  Date  but  who is not  listed  in  Section  5.7(a)  of the  Disclosure
Schedule.

(b)   Following  the Closing,  Buyer shall cause the Company to be  responsible
and assume all liability  for all notices or payments due to any Employee,  and
all notices,  payments,  fines or assessments due to any government  authority,
pursuant to any applicable  foreign,  federal,  state or local law, common law,
statute,  rule or  regulation  with  respect to the  employment,  discharge  or
layoff of  employees  by the  Company  after the  Closing,  including,  but not
limited  to, the Worker  Adjustment  and  Retraining  Notification  Act and any
rules or regulations as have been issued, in connection with the foregoing.

5.8   Certain Tax Matters.

(a)   On or before the Closing Date, any tax sharing  agreement  between Seller
and Company  shall have been  terminated  as of the Closing Date and shall have
no further effect for any taxable year.

(b)   Seller shall include the income of Company  (including any deferred items
triggered  into  income by IRS Reg.  $1.1502-13  and any  excess  loss  account
taken into income under IRS Reg.   1.1502-19) on Seller's  consolidated federal
income  Tax  Returns  for  all  periods  through  the end of the  Closing  Date
(except as provided in Section 5.8(f) with respect to  transactions  not in the
ordinary  course of  business  occurring  on the  Closing  Date  after  Buyer's
purchase  of the  Shares,  which  transactions  shall be  included  on  Buyer's
consolidated  federal  income Tax  Return)  and pay any  federal  income  Taxes
attributable  to such  income.  Buyer  shall  cause the  Company to furnish Tax
information  to Seller for inclusion in Seller's  federal  consolidated  income
Tax Return for the period that  includes  the Closing Date in  accordance  with
the  Company's  past  custom  and  practice.  The  income of  Company  shall be
apportioned  to the period up to and  including the Closing Date and the period
after the  Closing  Date by  closing  the books of Company as of the end of the
Closing Date.

(c)   Seller  shall have sole  control  over all Tax audits of the  Company for
any  period  that  ends on or  before  the  Closing  Date  and  shall  be fully
responsible  for Tax payments,  penalties and assessments  resulting  therefrom
with  respect to  periods  ending on or before  the  Closing  Date in excess of
amounts accrued  therefor on the Closing  Balance Sheet.  Buyer shall have sole
control  over all  audits  and other  proceedings  that  relate to Taxes of the
Company  for any period that begins  after the Closing  Date and Company  shall
be fully  responsible  for Tax payments,  penalties and  assessments  resulting
therefrom  with  respect to periods that begin after the Closing  Date.  Seller
and Buyer shall  cooperate  as to any audits or other  proceedings  that relate
to Taxes of the  Company for any period  that  begins  before the Closing  Date
and end after the Closing Date.

(d)   Seller  and Buyer  shall  reasonably  cooperate,  and shall  cause  their
respective   affiliates,    officers,    employees,    agents,   auditors   and
representatives  reasonably  to  cooperate,  in  preparing  and  filing all Tax
Returns   (including   amended  returns  and  claims  for  refund),   including
maintaining  and  making  available  to each  other all  records  necessary  in
connection  with Taxes and in  resolving  all  disputes and audits with respect
to all taxable  periods  relating  to Taxes.  Buyer and Seller  recognize  that
Seller  will  need  access,  from  time to time,  after the  Closing  Date,  to
certain  accounting and tax records and information  held by the Company to the
extent such records and  information  pertain to events  occurring prior to the
Closing  Date;  therefore,  Buyer  agrees that from and after the Closing  Date
Buyer  shall,  and shall  cause the Company  to, (A) retain and  maintain  such
records until such time as Seller  reasonably  determines  that such  retention
and  maintenance  is no longer  necessary  and (B) allow  Seller and its agents
and  representatives  (and agents and  representatives  of its affiliates),  to
inspect,  review and make copies of such records as Seller may reasonably  deem
necessary or appropriate from time to time.

(e)   For a period of seven (7) years from the Closing  Date,  Buyer shall not,
and shall  cause the Company not to,  dispose of or  intentionally  destroy any
of the  business  records  and  files  of the  Company  relating  to  Taxes  in
existence on the Closing Date without  first  offering to turn over  possession
thereof to Seller by written  notice to Seller at least  thirty (30) days prior
to the proposed date of such disposition or intentional destruction.

(f)   Buyer and Seller  agree to report all  transactions  not in the  ordinary
course of business  occurring  on the Closing  Date after  Buyer's  purchase of
the Shares on the Company's  federal Income Tax Return to the extent  permitted
by IRS Reg.  1.1502-76(b)(1)(ii)(B).

(g)   Notwithstanding  any other  provisions of this Agreement to the contrary,
all sales, use, transfer,  gains,  stamp,  duties,  recording and similar Taxes
(other  than Taxes on the income of Seller)  incurred  in  connection  with the
transactions  contemplated  by this  Agreement  shall be paid by  Buyer.  Buyer
shall,  at its own expense,  accurately file or cause to be filed all necessary
Tax  Returns  and other  documentation  with  respect  to such Taxes and timely
pay, or cause to be paid,  all such  Taxes.  If  required  by  applicable  law,
Seller  will  join in the  execution  of any such  Tax  Returns  or such  other
documentation.

5.9   Books and  Records.  All books and records  delivered  by Seller to Buyer
will be preserved by Buyer (using  reasonable  best efforts) for a period of at
least seven (7) years  following  the Closing and Buyer will permit  Seller and
its authorized  representatives  to have reasonable  access to, and examine and
make copies of, all such books and records as reasonably requested by Seller.

5.10  Acknowledgement  of  Personal  Property.  The  parties  hereto  agree and
acknowledge  that  the  personal   property  listed  on  Section  5.10  of  the
Disclosure  Schedule is personal  property  owned by the Seller or employees of
the  Company  and Seller or such  employees  shall be  entitled  to remove such
personal property from the premises of the Company.

5.11  Release of Guarantees and Liens.

(a)   On or before  Closing,  Seller  shall  cause all  guarantees  made by the
Company  for  the  benefit  of the  Seller,  including,  but  not  limited  to,
guarantees  with respect to the credit  facilities of Seller,  to be terminated
and released.

(b)   On  or  before  Closing,  Seller  shall  cause  all  security  interests,
encumbrances  and liens on assets owned by the Company,  which liens arise from
or in connection  with credit  facilities of the Seller,  to be terminated  and
released.

5.12  Assignment and Release  Agreements.  Seller has entered into an Agreement
Re:  Termination  Following  Asset Sale with each of Marvin  Sauner and William
Glaser.  At  the  Closing,  Buyer  shall  assume  the  obligations  under  such
agreements  and  shall  obtain  the  release  of  Seller  from its  obligations
thereunder  pursuant  to an  Assignment  and Release  Agreement  in the form of
Exhibit  5.12  attached  hereto  duly  executed  by Buyer  and each of  Messrs.
Sauner and Glaser.  In the event that releases of such  Assignment  and Release
Agreement  are not able to be delivered at the Closing,  Buyer and Parent shall
indemnify and save Seller  harmless from all liability and  obligation  arising
from such Assignment and Release Agreement until such releases are available.

5.13  Supplemental  Disclosure.  Seller  shall have the right from time to time
prior  to the  Closing  to  supplement  or  amend  in  writing  its  Disclosure
Schedule with respect to any matter  hereafter  arising or discovered  which if
existing  or known at the date of this  Agreement  would have been  required to
be  set  forth  or  described  in  such   Disclosure   Schedule.   If  (without
consideration  of  the  materiality   qualifications  contained  in  individual
representations  and warranties) the changes  pursuant to such  supplements and
amendments,  in the  aggregate,  are breaches of Seller's  representations  and
warranties that are materially adverse to Buyer  (collectively,  "Material and
Adverse  Change  Disclosures"),  Buyer shall have the right to  terminate  this
Agreement in accordance  with the  procedures set forth in Section  7.1(a).  If
Buyer   terminates   the   Agreement   due  to  Material  and  Adverse   Change
Disclosures:  (a) if such Material and Adverse  Change  Disclosures  are due to
any action or omission of Seller or Company,  Seller shall  reimburse Buyer for
its  reasonable  expenses,  not to exceed  $50,000 in the  aggregate and (b) if
such  Material  and  Adverse  Change  Disclosures  are  due  to any  action  or
omission of any other person or entity,  Seller have no obligation to reimburse
Buyer.  For the purposes of this  Agreement,  any  Material and Adverse  Change
Disclosures  that are a result  of or  relate  to the  following  shall  not be
deemed to have been due to any  action or  omission  of Seller:  (a)  generally
applicable  economic  conditions  or  economic  conditions  applicable  to  the
Company's  industry  in  general,  (b) the  announcement  by the  Seller of its
intention or agreement to sell the Company,  (c) the  execution and delivery of
this Agreement or the consummation of the transactions  contemplated  hereby or
the  announcement  thereof,  or (d) any force majeure event. If Buyer elects to
complete   Closing   notwithstanding   such   Material   and   Adverse   Change
Disclosures,  the  disclosure of such Material and Adverse  Change  Disclosures
shall be deemed to have  cured any  breach of any  representation  or  warranty
made in this Agreement for purposes of Article VIII.

5.14  Accuracy of  Representations  and  Warranties.  Seller  will  immediately
advise  Buyer in writing if (a) any of the  representations  or  warranties  of
Seller is untrue or incorrect in any material  respect,  or (b) Seller  becomes
aware of the  occurrence  of any event or state of facts that results in any of
the  representations  and warranties of Seller being untrue or incorrect in any
material  respect.  Seller  will  not  take  any  action,  or omit to take  any
action,  and shall cause the  Company  not to take any action,  or omit to take
any  action,  that  would  result  in  any  of  Seller's   representations  and
warranties  set forth in this  Agreement  to be untrue or  incorrect  as of the
Closing Date in any material respect.

5.15  Non-competition.  For a period of five years  after the  Closing,  Seller
shall not,  directly  or  indirectly,  compete  against  Buyer or Company  with
respect to the  Business.  This  agreement not to compete shall apply as to the
Business  with all  customers  of the  Company  as of (or within one year prior
to) the  Closing  or as to  which  the  Company  has  proposals  or  quotations
outstanding  as  of  the  Closing.   If  a  court  of  competent   jurisdiction
determines  that the term or  extent of this  covenant  not to  compete  is too
long  or  broad,  the  term  and/or  extent  shall  be  reduced  to the  extent
necessary to make it enforceable.

5.16  Transition and Consulting Services.

(a)   For a period of 90 days after the Closing  (or such  lesser  period as to
which the Company  gives  Seller  seven days'  written  notice),  Seller  shall
continue  to  sub-license  to Company  the MAPICS  software  on an actual  cost
reimbursement basis.

(b)   For a period of 90 days after Closing,  Buyer shall cause Company to make
available  to  Seller,  at  no  cost  to  Seller,  the  services  of  Company's
controller  to assist  Seller in closing  the books of Seller  with  respect to
the  Company  and  preparing  the  Closing  Balance  Sheet  and any  final  tax
returns.

                                  ARTICLE VI
                    CONDITIONS TO OBLIGATIONS OF THE PARTIES

6.1   Conditions to Each Party's Obligation. The respective obligation of each
party to consummate the transactions contemplated herein is subject to the
satisfaction (or mutual waiver) at or prior to the Closing of the following
conditions:

(a)   No  statute,  rule  or  regulation  shall  have  been  enacted,  entered,
promulgated  or  enforced  by  any  court  or   governmental   authority  which
prohibits  or  restricts  the  consummation  of the  transactions  contemplated
hereby;

(b)   There shall not be in effect any  judgment,  order,  injunction or decree
of any  court of  competent  jurisdiction  enjoining  the  consummation  of the
transactions contemplated hereby;

(c)   Seller and Buyer shall have  obtained in writing all  consents  set forth
on Section 6.1(c) of the Disclosure  Schedule that the parties have  determined
are necessary to consummate or facilitate  consummation  of this  Agreement and
any related  transactions.  Such  consents  shall be  delivered to Buyer before
Closing  and shall be  reasonably  acceptable  to Buyer and  Seller in form and
substance; and

(d)   There  shall not be any suit,  action,  investigation,  inquiry  or other
proceeding  instituted,  pending or  threatened  by any  governmental  or other
regulatory  or  administrative  agency or  commission  that  seeks to enjoin or
otherwise prevent consummation of the transactions contemplated hereby.

6.2   Conditions  to  Obligations  of  Seller.  The  obligations  of  Seller to
consummate  the  transactions  contemplated  hereby are further  subject to the
satisfaction  (or  waiver)  at  or  prior  to  the  Closing  of  the  following
conditions:

(a)   Without  consideration  of  any  materiality   conditions  in  individual
representations  and warranties,  the  representations  and warranties of Buyer
and  Parent  contained  in  Article  IV of this  Agreement  shall  be true  and
correct in all  material  respects in the  aggregate  at the date hereof and as
of  the  Closing  as if  made  at and as of the  Closing,  except  for  changes
permitted  or   contemplated   hereby  and  except  for   representations   and
warranties  which  are  made as of a  specific  date,  which  shall be true and
correct in all material respects in the aggregate at such date;

(b)   Buyer and Parent  shall have  performed in all  material  respects  their
obligations  under this Agreement  required to be performed by them at or prior
to the Closing pursuant to the terms hereof; and

(c)   Buyer shall have  delivered to Seller or its  affiliates  those items set
forth in Section 2.2 hereof.

6.3   Conditions  to  Obligations  of  Buyer.   The  obligations  of  Buyer  to
consummate  the  transactions  contemplated  hereby are further  subject to the
satisfaction  (or  waiver)  at  or  prior  to  the  Closing  of  the  following
conditions:

(a)   Without  consideration  of  any  materiality   conditions  in  individual
representations  and warranties,  the  representations and warranties of Seller
contained  in Article  III of this  Agreement  shall be true and correct in all
material  respects  in the  aggregate  at the date hereof and as of the Closing
as if  made  at  and  as of  the  Closing,  except  for  changes  permitted  or
contemplated  hereby and except for  representations  and warranties  which are
made as of a specific  date,  which shall be true and  correct in all  material
respects in the aggregate at such date;

(b)   Seller  shall have  performed in all  material  respects its  obligations
under  this  Agreement  required  to be  performed  by it at or  prior  to  the
Closing pursuant to the terms hereof;

(c)   Seller or its  affiliates  or agents shall have  delivered to Buyer those
items set forth in Section 2.1 hereof;

(d)   All  guarantees  made by Company for the benefit of the Seller shall have
been terminated and released; and

(e)   All  security  interests,  encumbrances  and liens on assets owned by the
Company,  which liens arise from or in  connection  with credit  facilities  of
the Seller,  shall have been  terminated  and  released  and the Company  shall
have no liability with respect to such facilities.



                                  ARTICLE VII
                         TERMINATION; AMENDMENT; WAIVER

7.1   Termination.  This  Agreement  may be  terminated  and  the  transactions
contemplated hereby may be abandoned:

(a)   by either Buyer or Seller if one or more breaches of this  Agreement that
are material in the aggregate  have been  committed by the other party and such
breach or  breaches  have not been  waived;  provided  however  that a material
breach shall not give rise to a right to terminate  this  Agreement  under this
Section  7.1(a)  unless  and  until  (i) the  non-breaching  party  delivers  a
written  notice to the breaching  party,  notifying the breaching  party of the
breach  (including a  reasonable  description  thereof) and (ii) the  breaching
party  fails to cure such  breach  within ten (10) days after  delivery of such
written notice.

(b)   (i) by  Buyer  if any of the  conditions  in  Section  6.3 has  not  been
satisfied as of the Closing Date or if  satisfaction  of such a condition is or
becomes  impossible  (other  than  through  the failure of Buyer to comply with
its  obligations  under this Agreement) and Buyer has not waived such condition
on or before the Closing Date; or (ii) by Seller,  if any of the  conditions in
Section 6.2 has not been  satisfied as of the Closing  Date or if  satisfaction
of such a condition  is or becomes  impossible  (other than through the failure
of Seller to comply with its  obligations  under this Agreement) and Seller has
not waived such condition on or before the Closing Date;

(c)   by mutual consent of Buyer and Seller; or

(d)   by either  Buyer or Seller if the  Closing has not  occurred  (other than
through  the  failure  of the party  seeking to  terminate  this  Agreement  to
comply fully with its  obligations  under this Agreement) on or before July 31,
2003, or such later date as the parties may agree upon.

7.2   Procedure and Effect of  Termination.  In the event of the termination of
this Agreement and the  abandonment  of the  transactions  contemplated  hereby
pursuant to Section 7.1 hereof,  written  notice  thereof  shall  forthwith  be
given by the  parties  so  terminating  to the other  party and this  Agreement
shall terminate and the  transactions  contemplated  hereby shall be abandoned,
without  further  action by Seller,  on the one hand,  or Buyer and Parent,  on
the other  hand.  If this  Agreement  is  terminated  pursuant  to Section  7.1
hereof:

(a)   Each  party  shall  redeliver  all  documents,   work  papers  and  other
materials  of the  other  parties  relating  to the  transactions  contemplated
hereby,  whether  obtained before or after the execution  hereof,  to the party
furnishing the same,  and all  confidential  information  received by any party
hereto  with  respect to the other party  shall be treated in  accordance  with
the Confidentiality Agreement and Section 5.2(c) hereof;

(b)   All filings,  applications  and other  submissions  made pursuant  hereto
shall,  at the option of Seller,  and to the extent  practicable,  be withdrawn
from the agency or other person to which made; and

(c)   Each party's  right of  termination  under  Section 7.1 is in addition to
any  other  rights it may have  under  this  Agreement  or  otherwise,  and the
exercise of a right of  termination  will not be an election  of  remedies.  If
this Agreement is terminated  pursuant to Section 7.1, all further  obligations
of  the  parties  under  this  Agreement  will   terminate,   except  that  the
obligations  in Section  5.5 and 9 will  survive;  provided,  however,  that if
this  Agreement  is  terminated  by a  party  because  of  the  breach  of  the
Agreement  by the other party or because one or more of the  conditions  to the
terminating  party's  obligations  under this  Agreement is not  satisfied as a
result of the other party's failure to comply with its  obligations  under this
Agreement,  the  terminating  party's  right  to  pursue  all  legal  remedies,
including  the remedies  set forth in Article  VIII  hereof,  will survive such
termination unimpaired.

7.3   Amendment,  Modification  and  Waiver.  This  Agreement  may be  amended,
modified or  supplemented  at any time only by a written  agreement  of Seller,
Parent and Buyer.  Any  failure of Seller,  Parent or Buyer to comply  with any
term or provision of this  Agreement  may be waived,  with respect to Buyer and
Parent,  by Seller and,  with  respect to Seller,  by Buyer and  Parent,  by an
instrument  in writing  signed by or on behalf of the  appropriate  party,  but
such  waiver or  failure to insist  upon  strict  compliance  with such term or
provision  shall not operate as a waiver of, or estoppel  with  respect to, any
subsequent or other failure to comply.

                                 ARTICLE VIII
                  SURVIVAL OF REPRESENTATIONS: INDEMNIFICATION

8.1   Survival  of   Representations   and  Warranties  and   Agreements.   All
representations,  warranties,  covenants, obligations and agreements of Seller,
Parent and Buyer, made in this Agreement shall survive the Closing.

8.2   Seller's  Agreement  to  Indemnify.  Subject to the terms and  conditions
set forth herein,  from and after the Closing,  Seller shall indemnify and hold
harmless Buyer,  Parent and their respective  directors,  officers,  employees,
affiliates,   controlling   persons,   agents  and  representatives  and  their
successors  and  assigns  (collectively,  the  "Buyer  Indemnitees")  from  and
against  all  liability,   demands,   claims,  actions  or  causes  of  action,
assessments,   losses,   damages,   costs  and  expenses  (including,   without
limitation,  reasonable attorneys' fees and expenses) (collectively  "Damages")
asserted  against  or  incurred  by any  Buyer  Indemnitee  as a  result  of or
arising  out  of  (a)-a  breach  of or  inaccuracy  in  any  representation  or
warranty  contained in Article III of this  Agreement when made or at and as of
the Closing as though such  representations  and warranties were made at and as
of the  Closing  (except  to the  extent  that  any  such  representations  and
warranties are made as of a specified  date,  then as of such date), or (b)-any
breach by Seller of, or any failure by Seller to fully  carry out and  perform,
any  agreement,   covenant,   undertaking  or  obligation  of  Seller  in  this
Agreement,  or (c) any suit,  action, or other proceeding brought by any person
arising out of the matters referred to in this Section 8.2.

8.3   Buyer's Agreement to Indemnify.  Subject to the terms and conditions set
forth herein, from and after the Closing, Buyer and Parent shall indemnify
and hold harmless Seller and its affiliates (it being understood that Company
shall not be considered an affiliate of Seller and shall not be entitled to
indemnification hereunder), agents and representatives and their successors
and assigns (collectively, the "Seller Indemnitees") from and against all
Damages asserted against or incurred by any Seller Indemnitee as a result of
or arising out of (a)-a breach of or inaccuracy in any representation or
warranty contained in Article IV of this Agreement when made or at and as of
the Closing as though such representations and warranties were made at and as
of the Closing (except  to the extent that any such representations and
warranties are made as of a specified date, then as of such date), or (b)-any
breach by Buyer or Parent of, or any failure by Buyer or Parent to fully
carry out and perform, any agreement, covenant, undertaking or obligation of
Buyer or Parent in this Agreement, or (c) any suit, action, or other
proceeding brought by any person arising out of the matters referred to in
this Section 8.3  or (d) (i) all salaries, bonuses, commissions and vacation
entitlements accrued on the Closing Balance Sheet but unpaid as of the
Closing due to any Employee and (ii) any claims of, or damages or penalties
sought by, any Employee, or any governmental entity on behalf of or
concerning any Employee, with respect to any act or failure to act by Buyer
or Company to the extent arising from the employment, discharge, layoff or
termination of any Employee after the Closing.

8.4    Limitations on Indemnification.  The indemnification obligations set
forth in this Section 8 are subject to the following limitations:

(a)   No  indemnification  shall be made by the  Seller  unless  the  aggregate
amount of Damages exceeds  $100,000 and, in such event,  indemnification  shall
be made by the Seller only to the extent Damages exceed  $100,000;  provided,
however  that the amounts  due to Buyer  pursuant  to Section  1.2(c),  if any,
shall not be subject to this Section 8.4(a).

(b)   In no event shall the Seller's  aggregate  obligation  to  indemnify  the
Buyer Indemnitees  exceed  $2,000,000;  provided,  however that the amounts due
to Buyer  pursuant  to  Section  1.2(c),  if any,  shall not be subject to this
Section 8.4(b).

(c)   The  obligations  of Seller  on the one hand or Buyer  and  Parent on the
other  hand,  as  applicable   (the   "Indemnitor")   to  indemnify  the  Buyer
Indemnitees  on the one hand or the Seller  Indemnitees  on the other hand,  as
applicable,  (the "Indemnitees")  pursuant to this Section 8 are subject to the
following provisions:

(i)   The amount of any Damages  shall be reduced by any amount  received by an
Indemnitee  with  respect  thereto  under any  insurance  coverage  or from any
other  party  alleged  to be  responsible  therefor  and by the  amount  of any
reduction  in Tax  liability  of the Company or such  Indemnitee  with  respect
thereto.  The Indemnitees  shall use reasonable  efforts to collect any amounts
available  under such  insurance  coverage and from such other party alleged to
have  responsibility.  If an  Indemnitee  receives  an amount  under  insurance
coverage  or from  such  other  party  or a  reduction  in Tax  liability  with
respect to Damages at any time  subsequent to any  indemnification  provided by
an Indemnitor  pursuant to this Section 8, then such Indemnitee  shall promptly
reimburse  the  Indemnitor,  for  any  payment  made  or  expense  incurred  by
Indemnitor  in  connection  with  providing  such  indemnification  up to  such
amount  received  by the  Indemnitee,  or the  reduction  in tax  liability  as
applicable;

(ii)  An Indemnitee shall make commercially  reasonable efforts to mitigate any
claim or  liability  that an  Indemnitee  asserts  under this Section 8. In the
event  that an  Indemnitee  shall  fail to make  such  commercially  reasonable
efforts to mitigate any claim or liability,  then notwithstanding anything else
to the  contrary  contained  herein,  the  Indemnitor  shall not be required to
indemnify an  Indemnitee  to the extent that any Damages  could  reasonably  be
expected to have been avoided if an Indemnitee had made such efforts.

(iii) An Indemnitor  shall be obligated to indemnify the  Indemnitees  only for
those claims giving rise to Damages as to which the  Indemnitees  have given an
Indemnitor  written  notice  thereof.   Any  written  notice  delivered  by  an
Indemnitee   to  with  respect  to  Damages   shall  set  forth  with  as  much
specificity  as is  reasonably  practicable  the basis of the claim for Damages
and,  to the  extent  reasonably  practicable,  a  reasonable  estimate  of the
amount thereof.

(iv)  Except for willful,  knowing or intentional  fraud,  remedies that cannot
be waived as a matter  of law and  injunctive  or  provisional  relief,  if the
Closing  occurs,  this Article VIII shall be the exclusive  remedy for breaches
of this  Agreement  (including  any  covenant,  obligation,  representation  or
warranty  contained in this Agreement or in any certificate  delivered pursuant
to  this  Agreement)  or  otherwise  in  respect  of the  sale  of  the  Shares
contemplated hereby.

(d)   Notwithstanding  anything else herein to the  contrary,  any claim by the
Buyer  or  Parent,  on the  one  hand,  or  Seller,  on  the  other  hand,  for
indemnification  hereunder  must be  made  in  accordance  with  Article  VIII,
including  Section  8.4(c)(iii),  within one (1) year of the Closing  Date,  or
such  claims  shall be barred.  Time  shall be of the  essence  with  regard to
this Section 8.4(d).

8.5   Third  Party  Indemnification.   The  obligations  of  an  Indemnitor  to
indemnify  Indemnitees  under this  Article VIII hereof with respect to Damages
resulting  from the assertion of liability by third  parties (a "Claim"),  will
be subject to the following terms and conditions:

(a)   Any party  against  whom any Claim is asserted  will give the  Indemnitor
written notice of any such Claim  promptly  after  learning of such Claim,  and
the   Indemnitor   may  at  its  option   undertake  the  defense   thereof  by
representatives  of its own  choosing.  If the  Indemnitor,  within thirty (30)
days after notice of any such Claim,  or such shorter  period as is  reasonably
required,  fails to assume the defense of such Claim,  the  Indemnitee  against
whom such claim has been made will (upon  further  notice to  Indemnitor)  have
the right to undertake  the defense,  compromise or settlement of such claim on
behalf  of  and  for  the  account  and  risk,  and  at  the  expense,  of  the
Indemnitor,  subject to the right of the  Indemnitor  to assume the  defense of
such Claim at any time prior to settlement,  compromise or final  determination
thereof.

(b)   Anything  in  this  Section  8.5 to  the  contrary,  notwithstanding,  an
Indemnitor  shall not enter into any  settlement  or  compromise of any action,
suit or  proceeding  or consent to the entry of any judgment (i) which does not
include as an  unconditional  term  thereof  the  delivery  by the  claimant or
plaintiff  to the  Indemnitee  of a  written  release  from  all  liability  in
respect of such  action,  suit or  proceeding  or (ii) for other than  monetary
damages  to be  borne by the  indemnifying  party  without  the  prior  written
consent of the Indemnitee, which consent shall not be unreasonably withheld.

8.6   Failure to Obtain  Consents.  Buyer and Parent  understand that Seller is
not obtaining any consents  required  under any  agreements to which Company or
Seller is a party  other than the  consents  listed in  Schedule  6.1(c) of the
Disclosure  Schedule.  Buyer and Parent each  hereby  waives and  releases  any
claims it may have  against  Seller  for the  inability  or  failure  to obtain
consents to any  agreements  to which  Company or Seller is a party,  including
without  limitation  any Damages  arising from any claims by the other  parties
to such agreements.

                                  ARTICLE IX
                                 MISCELLANEOUS

9.1   Fees and Expenses.  Whether or not the transactions  contemplated  herein
are consummated  pursuant hereto,  except as otherwise provided herein, each of
Seller,  on the one hand,  and Buyer and Parent,  on the other hand,  shall pay
all fees and expenses  incurred  by, or on behalf of, such party in  connection
with,  or in  anticipation  of,  this  Agreement  and the  consummation  of the
transactions  contemplated  hereby.  Each of Seller, on the one hand, and Buyer
and  Parent,  on the other hand shall  indemnify  and hold  harmless  the other
party  from  and  against  any and all  claims  or  liabilities  for  financial
advisory  and  finders'  fees  incurred  by reason of any action  taken by such
party  or  otherwise  arising  out of the  transactions  contemplated  by  this
Agreement by any person claiming to have been engaged by such party.

9.2   Further  Assurances.  From time to time after the  Closing  Date,  at the
request  of  another   party  hereto  and  at  the  expense  of  the  party  so
requesting,  each of the  parties  hereto  shall  execute  and  deliver to such
requesting  party such documents and take such other action as such  requesting
party may  reasonably  request  in order to  consummate  more  effectively  the
transactions contemplated hereby.

9.3   Notices.   All   notices,   requests,    demands,   waivers   and   other
communications  required or  permitted to be given under this  Agreement  shall
be in writing and may be given by any of the  following  methods:  (a) personal
delivery;  (b)  facsimile  transmission;  (c)  registered  or  certified  mail,
postage  prepaid,   return  receipt   requested;   or  (d)  overnight  delivery
service.  Notices  shall be sent to the  appropriate  party at its  address  or
facsimile  number  given below (or at such other  address or  facsimile  number
for such party as shall be specified by notice given hereunder):

      If to Buyer or Parent, to:

      Ventra Group Co.
      2800 Kew Drive
      Windsor, Ontario, Canada  N8T3C6
      Attention:Mr. Kevin David Hamilton, President
      Fax No.:  586-789-8995

      with a copy to:

      Ventra Group Co.
      2800 Kew Drive
      Windsor, Ontario
      M8N 2L9

      Attention:Mr. Timothy F. Graham
                Vice President and General Counsel
      Fax No.:  866-226-2575

      and

      Pepper Hamilton LLP
      100 Renaissance Center, Suite 3600
      Detroit, MI 48243

      Attention:Dennis Kayes
      Fax No.:  313-259-7926

      If to Seller, to:

      Selas Corporation of America
      Arden Hills Office
      1260 Red Fox Road
      Arden Hills, MN 55112
      Attention:Robert F. Gallagher, CFO
      Fax No.:  651-636-3682

      with a copy to:

      Blank Rome LLP
      One Logan Square
      Philadelphia, PA
      Attention:  Francis E. Dehel, Esquire
      Fax No.  (215) 832-5532

All such  notices,  requests,  demands,  waivers and,  communications  shall be
deemed received upon (i) actual receipt  thereof by the addressee,  (ii) actual
delivery  thereof  to  the  appropriate  address  or  (iii)  in the  case  of a
facsimile  transmission,  upon transmission  thereof by the sender and issuance
by the  transmitting  machine of a  confirmation  slip that the number of pages
constituting  the notice have been  transmitted  without error.  In the case of
notices sent by  facsimile  transmission,  the sender  shall  contemporaneously
mail a  copy  of the  notice  to the  addressee  at the  address  provided  for
above.  However,  such  mailing  shall in no way  alter  the time at which  the
facsimile notice is deemed received.

9.4   Severability.  Should any  provision of this  Agreement for any reason be
declared  invalid  or  unenforceable,   such  decision  shall  not  affect  the
validity or  enforceability  of any of the other  provisions of this Agreement,
which  remaining  provisions  shall  remain in full  force and  effect  and the
application  of  such  invalid  or   unenforceable   provision  to  persons  or
circumstances   other   than   those  as  to  which  it  is  held   invalid  or
unenforceable  shall be valid and enforced to the fullest  extent  permitted by
law.

9.5   Binding  Effect;  Assignment.  This  Agreement and all of the  provisions
hereof  shall be binding  upon and shall  inure to the  benefit of the  parties
hereto and their  respective  successors  and permitted  assigns.  Parent shall
be  jointly  and  severally  liable  for the  obligations  of Buyer  hereunder.
Neither  this  Agreement  nor  any  of the  rights,  interests  or  obligations
hereunder  shall  be  assigned,  directly  or  indirectly,  including,  without
limitation,  by  operation  of law,  by any  party  hereto  without  the  prior
written consent of the other parties hereto.

9.6   No Third Party  Beneficiaries.  This  Agreement is solely for the benefit
of Seller,  and its  successors  and  permitted  assigns,  with  respect to the
obligations  of Buyer and Parent under this  Agreement,  and for the benefit of
Buyer and Parent, and their respective  successors and permitted assigns,  with
respect to the obligations of Seller under this  Agreement,  and this Agreement
shall  not be  deemed  to  confer  upon or give to any  other  third  party any
remedy, claim liability, reimbursement, cause of action or other right.

9.7   Interpretation.

(a)   The article and section  headings  contained in this Agreement are solely
for the  purpose of  reference,  are not part of the  agreement  of the parties
and  shall  not in any  way  affect  the  meaning  or  interpretation  of  this
Agreement.

(b)   As used in this  Agreement,  the term "person"  shall mean and include an
individual,  a  partnership,  a joint  venture,  a  corporation,  a  trust,  an
unincorporated  organization  and a  government  or any  department  or  agency
thereof.

(c)   As used in this Agreement,  the term  "affiliat"  shall have the meaning
set  forth  in Rule  12b-2 of the  General  Rules  and  Regulations  under  the
Securities Exchange Act of 1934, as amended.

(d)   As used in this  Agreement,  the phrases "to the  knowledge of Seller and
the Company" or similar  phrases in regard to the  Seller's  and the  Company's
knowledge,  shall mean the actual  knowledge of Marvin Sauner,  William Glaser,
Mark S. Gorder, Robert F. Gallagher and Gerald Broecker.

9.8   Jurisdiction  and Consent to Service.  Without  limiting the jurisdiction
or venue of any other court,  each of Seller,  Parent and Buyer (a) agrees that
any suit,  action or  proceeding  arising out of or relating to this  Agreement
may be  brought  solely  in the state or  Federal  courts of the State of Ohio;
(b)  consents  to the  exclusive  jurisdiction  of each such court in any suit,
action or proceeding  relating to or arising out of this Agreement;  (c) waives
any  objection  which it may  have to the  laying  of  venue in any such  suit,
action or  proceeding  in any such court;  and (d) agrees  that  service of any
court  paper may be made in such  manner as may be  provided  under  applicable
laws or court rules governing service of process.

9.9   Entire Agreement.  This Agreement,  the  Confidentiality  Agreement,  the
Phase II  Agreement,  the  Disclosure  Schedule,  and the  Exhibits  and  other
documents  referred  to herein or  delivered  pursuant  hereto  constitute  the
entire  agreement  among the parties with respect to the subject  matter hereof
and supersede all other prior agreements and  understandings,  both written and
oral,  between  the parties or any of them with  respect to the subject  matter
hereof,  including,  without limitation the Letter of Intent dated as of May 9,
2003 between the Seller and Ventra Group Co., as amended in writing.

9.10  Governing  Law.  This  Agreement  shall be governed by and  construed  in
accordance with the laws of the  Commonwealth  of  Pennsylvania  (regardless of
the laws that might otherwise govern under  applicable  principles of conflicts
of laws  thereof) as to all  matters,  including  but not limited to matters of
validity, construction, effect, performance and remedies.

9.11  Specific  Performance.  The parties agree that any breach of the terms of
this  Agreement  would give rise to  irreparable  harm for which money  damages
would not be an adequate  remedy and  accordingly  the parties  agree that,  in
addition  to any other  remedies,  each shall be  entitled to enforce the terms
of this  Agreement by a decree of specific  performance  without the  necessity
of proving the inadequacy of money damages as a remedy.

9.12  Disclosure Schedule.  Upon the execution hereof,  Seller shall deliver to
Buyer the Disclosure  Schedule (the  "Disclosure  Schedule"),  which  discloses
certain   information   called  for  in  Article  III  hereof.  The  Disclosure
Schedule shall be subject to the following terms and conditions:

(a)   Unless the context otherwise  requires,  any terms used in the Disclosure
Schedule but not defined  therein shall have the meanings  ascribed  thereto in
this Agreement;

(b)   The section  numbers used in the Disclosure  Schedules  correspond to the
section numbers of this Agreement;  provided however,  that the disclosures set
forth in a particular  section of the Disclosure  Schedule shall, to the extent
that such  disclosures  would be appropriate,  be deemed to be disclosed on all
the other sections of the Disclosure Schedule therein;

(c)   All disclosures in the Unaudited Financial  Statements shall be deemed to
be disclosed on all the other sections of the Disclosure Schedule thereto;

(d)   Matters reflected in the Disclosure  Schedule are not necessarily limited
to  matters  required  by this  Agreement  to be  reflected  in the  Disclosure
Schedule.  Such  additional  matters are set forth for  informational  purposes
only and do not  necessarily  include  other matters of a similar  nature,  nor
shall the  inclusion of any item be  construed  as implying  that any such item
is "material" for any purpose; and

(e)   Headings and introductory  language have been inserted on the sections of
the  Disclosure  Schedule for  convenience  of  reference  only and shall to no
extent have the effect of amending or changing the express  description  of the
Sections as set forth in this Agreement.

9.13  Counterparts  and Facsimile  Signatures.  This  Agreement may be executed
in  counterparts,  each of which shall be deemed to be an original,  but all of
which  shall  constitute  one and the same  agreement,  and parties may provide
signatures to the other  parties by  facsimile,  provided that an original copy
of such signature be delivered to such other parties as soon as practicable.



                                   * * * * *



      IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to be
executed,  intending to be legally bound  hereby,  as of the date first written
above.



                               SELLER:

                               SELAS CORPORATION OF AMERICA



                               By:
                                    Name:  Robert F. Gallagher
                                    Title:  Chief Financial Officer


                               BUYER:

                               VENTRA OHIO CORP.



                               By:
                                    Name:  Kevin David Hamilton
                                    Title:  President


                               PARENT:

                               VTA USA, INC.



                               By:
                                    Name:  Kevin David Hamilton
                                    Title:  Executive Vice President



                        List of Schedules and Exhibits

Buyer's Disclosure Schedule

Exhibit 1.2(c )      Form of Escrow Agreement
Exhibit 1.2(d)(ii)   Sample Calculation of Closing Working Capital
Exhibit 1.2(d)(iii)  Procedures for Closing Inventory
Exhibit 2.1(c)       Form of Release - Directors
Exhibit 2.1(i)       Form of Seller's Counsel Opinion
Exhibit 5.12         Form of Assignment and Release Agreement


       Exhibit 1.2(d)(ii) Sample Calculation of Closing Working Capital
                           Deuer Manufacturing, Inc.
                                   ($ 000's)

- ---------------------------------------------
                                    Feb. '03
- ---------------------------------------------
- ---------------------------------------------

- ---------------------------------------------
- ---------------------------------------------
Cash                                       1
- ---------------------------------------------
- ---------------------------------------------
A/R - Trade                            2,065
- ---------------------------------------------
- ---------------------------------------------
A/R - Interco. (*)                     7,892
- ---------------------------------------------
- ---------------------------------------------

- ---------------------------------------------
- ---------------------------------------------
Raw Material                           1,626
- ---------------------------------------------
- ---------------------------------------------
Work-In-Process                          552
- ---------------------------------------------
- ---------------------------------------------
Finished Goods                           665
- ---------------------------------------------
- ---------------------------------------------
Capitalized Variances                     86
- ---------------------------------------------
- ---------------------------------------------
Capitalized Tooling                       42
- ---------------------------------------------
- ---------------------------------------------

- ---------------------------------------------
- ---------------------------------------------
Prepaid Expenses                         156
- ---------------------------------------------
- ---------------------------------------------

=============================================
=============================================
Total Assets (*Excluding Interco.      5,193
Items)
=============================================
=============================================

- ---------------------------------------------
- ---------------------------------------------
A/P - Trade                              869
- ---------------------------------------------
- ---------------------------------------------
A/P - Interco (*)                         29
- ---------------------------------------------
- ---------------------------------------------
Accrued Salaries & Wages                  96
- ---------------------------------------------
- ---------------------------------------------
Taxes Other than Income                   32
- ---------------------------------------------
- ---------------------------------------------
Other Accrued                            172
- ---------------------------------------------
- ---------------------------------------------
Other Accrued - Interco. (*)             372
- ---------------------------------------------
- ---------------------------------------------
Income Taxes                              36
- ---------------------------------------------
- ---------------------------------------------

- ---------------------------------------------
- ---------------------------------------------
Deferred Taxes                           141
- ---------------------------------------------
- ---------------------------------------------

=============================================
=============================================
Total Liabilities (*Excluding          1,346
Interco. Items)
=============================================
=============================================

=============================================
=============================================
Net Assets (*Excluding Interco.        3,847
Items)
=============================================

EX-99.A4

FROM: SELAS CORPORATION OF
AMERICA                                    SCA-444

CONTACT:   Robert F. Gallagher 651-604-9638



                                              FOR IMMEDIATE RELEASE


      SELAS CORPORATION SELLS ITS AUTOMOTIVE BUSINESS, DEUER
                           MANUFACTURING

     Sale Supports Emphasis on Precision Miniature Medical and
                   Electronic Products Business

ST. PAUL, Minnesota, July 22, 2003 -- Selas Corporation of America
(AMEX: SLS) announced today the sale of its automotive business,
Deuer Manufacturing, for approximately $7 million, subject to a
working capital adjustment,  to a subsidiary of Ventra Group Co.
The majority of the proceeds will be used to reduce the Company's
outstanding bank debt.

Deuer Manufacturing, based in Dayton, Ohio manufactures tire
holders for the light truck, sport utility and minivan segments
of the automotive industry and employs approximately 165
individuals.  Minimal employee layoffs are expected as a result
of the sale.

Mark S. Gorder, president and chief executive officer of Selas,
stated: "Ventra Group is well established as a global Tier 1
supplier in the automotive business and will make an excellent
parent company for Deuer. We expect that this will be a smooth
transition for Deuer's employees, suppliers and customers and the
acquisition by Ventra will position Deuer well for the future."

In March, Selas announced that its long-term strategy is to
create accelerated growth for its Precision Miniature Medical and
Electronic Products business and divest its non-core businesses.
In December 2002, the Company sold its large furnace business in
France and now has completed the sale of Deuer. Selas is
executing on its strategy to build the Company's future around
its expertise in the robotic manufacture of miniature and
micro-miniature electronic products.  Selas believes that it has
the capabilities to compete in the medical device market that is
increasingly demanding products with greater portability,
improved infection control, better cost containment, more
reliability and high customer satisfaction.

Second-Quarter Update
Currently, Selas is finalizing results for its second quarter
ended June 30, 2003, and expects to release these later this
month.  Gorder indicated that preliminary results show strong
performance in the Company's core Precision Miniature Medical and
Electronic Products business.  However, these gains are more than
offset by high corporate expenses and disappointing revenues and
an operating loss in Selas' Heat Technology segment, especially
in Europe.

Gorder concluded, "We hope during 2003 to complete the sale of
Selas' Dresher, Pennsylvania, and Paris facilities.
Additionally, we plan to sell our remaining small-furnace
operations in Europe.  These are all non-core assets in the Heat
Technology segment.  However, we have not characterized the
European small-furnace facilities as discontinued operations
because we are not certain Selas can close a transaction within
12 months. The sale of these businesses will substantially
complete the transition to focus more on the Precision Medical
and Electronic Products market. We are committed to gaining
recognition in the financial community for Selas' new direction
and enhanced profitability potential."


Selas Corporation of America
Page 2

{00014186,2}
                        {00014186,2} (more)
About Selas
Headquartered in St. Paul, Minn., Selas Corporation of America
designs, develops, engineers and manufactures microminiaturized
medical and electronic products. The company's core business
segment, Precision Miniature Medical and Electronic Products,
supplies microminiaturized components, systems and molded plastic
parts, primarily to the hearing instrument manufacturing
industry, as well as the computer, electronics,
telecommunications and medical equipment industries. Through its
core competencies and robotic manufacturing expertise, Selas
believes that it is well-positioned to compete in the hearing
health market and a medical device market that increasingly
demands products with increased miniaturization, better cost
containment, more reliability and high customer satisfaction. The
company has facilities throughout the United States, Asia and
Europe. Selas' common stock is traded on the American Stock
Exchange under the symbol "SLS."

Forward-Looking Statements

Statements as to the company's long-term strategy and other
statements herein that include forward-looking terminology such
as "may", "will", "believe", "expect", "optimistic" or "continue"
or the negative thereof or other variations thereon are
"forward-looking statements" within the meaning of the Securities
Exchange Act of 1934 as amended. These forward-looking statements
are affected by known and unknown risks, uncertainties and other
factors that may cause Selas' actual results, performance or
achievements to differ materially from the results, performance
and achievements expressed or implied in the company's
forward-looking statements. These risks, uncertainties and
factors include the risk that the company may not be able to
achieve its long-term strategy, competition by competitors with
more resources than the company, foreign currency risks arising
from the company's foreign operations, the cyclical nature of the
market for large custom engineered contracts, weakening demand
for products of the company's other business segments due to
general economic conditions, and possible non- performance of
developing technological products. These and other risks are
described in the Company's Annual Report on Form 10-K for the
year ended December 31, 2002 and in other reports that the
Company files with the Securities and Exchange Commission, which
may be reviewed at the website maintained by the Commission at
http://www.sec.gov.