Purchase and Sale Agreement - National-Oilwell LP, Boots & Coots International Well Control Inc. and Elmagco Inc.


                              AMENDED AND RESTATED
                           PURCHASE AND SALE AGREEMENT


                                  by and among


                             NATIONAL-OILWELL, L.P.
                         a Delaware limited partnership


                 BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
                             a Delaware corporation

                                       and


                                  ELMAGCO, INC.
                              d/b/a BAYLOR COMPANY
                             a Delaware corporation




                               TABLE OF CONTENTS
                               ------------------

ARTICLE 1.  PURCHASE AND SALE . . . . . . . . . . . . . . . . . . . . . . . . 11

     1.1     Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
     1.2     Excluded  Assets. . . . . . . . . . . . . . . . . . . . . . . . .12

ARTICLE 2.  PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . .12

     2.1     Consideration . . . . . . . . . . . . . . . . . . . . . . . . . .12
     2.2     Closing  Payment. . . . . . . . . . . . . . . . . . . . . . . . .12

ARTICLE 3.  REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . .13

     3.1     Representations  and  Warranties  of  Seller. . . . . . . . . . .13
     3.2     Representations  and  Warranties  of  Buyer . . . . . . . . . . .19
     3.3.    Waiver  of  Implied  Warranties . . . . . . . . . . . . . . . . .19

ARTICLE 4. DUE DILIGENCE . . . . . . . . . . . . . . . . . . . . . . . . . . .20

     4.1     Access  to  Assets . . . . . . . . . . . . . . . . . . . . . . . 20
     4.2     Access  to  Records . . . . . . . . . . . . . . . . . . . . . . .21
     4.3     Access  to  Persons. . . . . . . . . . . . . . . . . . . . . . . 21
     4.4     Other  Due  Diligence . . . . . . . . . . . . . . . . . . . . . .21
     4.5     Supplemental  Disclosures . . . . . . . . . . . . . . . . . . . .21
     4.6     Inaccuracies  of  Representations  and  Warranties . . . . . . . 21

ARTICLE 5.  OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .22

     5.1     Permits;  Environmental  Requirements . . . . . . . . . . . . . .22

ARTICLE 6.  PRE-CLOSING COVENANTS . . . . . . . . . . . . . . . . . . . . . . 22

     6.1     Certain  Covenants  of  Seller  Pending  Closing . . . . . . . . 22

ARTICLE 7.  TAXES; PRORATIONS . . . . . . . . . . . . . . . . . . . . . . . . 23

     7.1     Payment  of  Ad  Valorem  and  Property  Taxes . . . . . . . . . 23
     7.2     Sales,  Use  and  Transfer  Taxes . . . . . . . . . . . . . . . .23

ARTICLE 8.  CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

     8.1     The  Closing . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     8.2     Events  at  Closing . . . . . . . . . . . . . . . . . . . . . . .24
     8.3     Effect  of  Closing . . . . . . . . . . . . . . . . . . . . . . .25


                                       i

ARTICLE 9.  POST-CLOSING COVENANTS . . . . . . . . . . . . . . . . . . . . . .25

     9.1.    Final  Settlement  Statement . . . . . . . . . . . . . . . . . . 25
     9.2.    Accounts  Receivable. . . . . . . . . . . . . . . . . . . . . . .26
     9.3.    Books  and  Records. . . . . . . . . . . . . . . . . . . . . . . 26
     9.4     Public  Announcements. . . . . . . . . . . . . . . . . . . . . . 27
     9.5     Restrictions  on  Sale  of  Assets . . . . . . . . . . . . . . . 27
     9.6     Non-Competition. . . . . . . . . . . . . . . . . . . . . . . . . 27
     9.7     Pending  and  Threatened  Litigation. . . . . . . . . . . . . . .28
     9.8     Cooperation  Regarding  Permits . . . . . . . . . . . . . . . . .28
     9.9.    Warranty  Work. . . . . . . . . . . . . . . . . . . . . . . . . .28
     9.10    Seller  Employee  Plans. . . . . . . . . . . . . . . . . . . . . 28

ARTICLE 10.  INDEMNIFICATION; SURVIVAL . . . . . . . . . . . . . . . . . . . .29

     10.1    Certain  Agreements  and  Acknowledgements . . . . . . . . . . . 29
     10.2    Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . 29
     10.3    Claims  Procedure . . . . . . . . . . . . . . . . . . . . . . . .30
     10.4    Limitation  on  Liability. . . . . . . . . . . . . . . . . . . . 30
     10.5    Survival  of  Representations  and  Warranties . . . . . . . . . 31
     10.6    Exclusive  Remedy. . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE 11.  EMPLOYMENT MATTERS . . . . . . . . . . . . . . . . . . . . . . . 31

     11.1    Offers  of  Employment . . . . . . . . . . . . . . . . . . . . . 31
     11.2    Terms  of  Employment . . . . . . . . . . . . . . . . . . . . . .32
     11.3    No  Third  Party  Rights . . . . . . . . . . . . . . . . . . . . 32
     11.4    Employee  Notifications . . . . . . . . . . . . . . . . . . . . .33
     11.5    Former  Employees;  Transferred  Employees . . . . . . . . . . . 33

ARTICLE 12.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . .33

     12.1    Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
     12.2    Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
     12.3    Further  Assurances. . . . . . . . . . . . . . . . . . . . . . . 34
     12.4    Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
     12.5    Severability. . . . . . . . . . . . . . . . . . . . . . . . . . .34
     12.6    Entire  Agreement . . . . . . . . . . . . . . . . . . . . . . . .34
     12.7    Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . 35
     12.8    Construction . . . . . . . . . . . . . . . . . . . . . . . . . . 35
     12.9    Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
     12.10   Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
     12.11   Binding  Effect . . . . . . . . . . . . . . . . . . . . . . . . .35
     12.12   Governing  Law . . . . . . . . . . . . . . . . . . . . . . . . . 35
     12.13   Consent  to  Jurisdiction  and  Forum  Selection . . . . . . . . 35


                                       ii

     12.14   Attorneys'  Fees. . . . . . . . . . . . . . . . . . . . . . . . .35
     12.15   Punitive  Damages. . . . . . . . . . . . . . . . . . . . . . . . 36
     12.16   No  Admissions . . . . . . . . . . . . . . . . . . . . . . . . . 36
     12.17   No  Third  Party  Beneficiaries . . . . . . . . . . . . . . . . .36
     12.18   No  Required  Notice . . . . . . . . . . . . . . . . . . . . . . 36
     12.19   Knowledge . . . . . . . . . . . . . . . . . . . . . . . . . . . .36

                                    EXHIBITS
                                    --------
A            -     Bill  of  Sale
B            -     Form  of  Special  Warranty  Deed
C            -     Form  of  Trademark  Assignment
D            -     Form  of  Patent  Assignment

                                    SCHEDULES
                                    ---------

1.1.8        -     Intellectual  Property
1.2          -     Certain  Excluded  Assets
1.2.7        -     Excluded  Contracts
2.1          -     Retained  Assumed  Liabilities
3.1.3        -     Violations
3.1.4        -     Actions  and  Proceedings
3.1.5        -     Brokers
3.1.6(A)     -     Material  Contracts
3.1.6(B)     -     Defaults
3.1.6(C)     -     Consents  and  Approvals
3.1.8        -     Permits
3.1.9        -     Compliance  with  Laws
3.1.10       -     Labor  and  Employment  Matters
3.1.11       -     Non-Assignable  Licenses
3.1.12       -     No  Material  Adverse  Effect/Change
3.1.13       -     Taxes
3.1.14       -     Financial  Statements
3.1.17       -     Seller  Benefit  Plans
3.1.18       -     Title  to  Assets
11.1         -     Employee  Listing
12.7.2       -     Confidential  Agreements
12.7.3       -     Confidential  Information
12.19(A)     -     Seller  Knowledge  List
12.19(B)     -     Buyer  Knowledge  List


                                      iii

                              AMENDED AND RESTATED
                           PURCHASE AND SALE AGREEMENT
     This AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Agreement") is
                                                                  ---------
made  as  of  the  ____ day of September, 2000, by and among Elmagco, Inc. d/b/a
Baylor  Company,  a Delaware corporation ("Seller"), Boots & Coots International
                                           ------
Well  Control,  Inc.  a  Delaware corporation (together with Seller, the "Seller
Parties")  and  National Oilwell L.P., a Delaware limited partnership ("Buyer").
                                                                        -----

                                    RECITALS
                                    --------

          WHEREAS,  Seller  and Buyer entered into a Purchase and Sale Agreement
dated  the  15th  day  of  September,  2000  (the  "Original  Agreement");

          WHEREAS,  Seller  and  Buyer  have  further  agreed to enter into this
Agreement in order to set forth their mutual understandings and modifications to
the  Original  Agreement;

          WHEREAS,  Seller  is engaged in the Business (as defined below); and

          WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase
from  Seller  all  of  the  Business  and the assets used in connection with the
Business,  all  on  the  terms  and  conditions  herein  contained.

          NOW, THEREFORE, in consideration of the premises, the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the  parties hereto agree as
follows:

     DEFINITIONS
     -----------

          All terms used herein (i) if of a particular gender shall be construed
to  cover every other gender and (ii) shall include both the singular and plural
of  such  term.  The  words "herein," "hereunder," "herewith" and "hereof" shall
refer  to this Agreement, unless the context otherwise requires.  All references
to articles, sections, subsections, subparagraphs, schedules and exhibits are to
the  articles,  sections,  subsections, subparagraphs, schedules and exhibits of
this Agreement, unless the context otherwise requires.  The following terms have
the  following  meanings  when  used  with  an  initial  capital  letter in this
Agreement:
          "Assets" shall have the meaning set forth in Section 1.1, but does not
           ------
mean  or  include  any  of  the  Excluded  Assets.

          "Assumed  Contracts"  means  the  contracts  and  agreements primarily
           ------------------
related  to  the  Business,  including  the  Material  Contracts and any prepaid
insurance  policies  covering  the  Business,  but  does  not include any of the
Excluded  Contracts.


                                       iv

          "Assumed  Liabilities" means all liabilities and obligations of Seller
           --------------------
directly  relating  to  the  Business or the Assets that are (i) incurred in the
ordinary  course  of  the  Business  and  due  to be performed or paid after the
Closing  Date;  (ii)  included  in  those  set  forth  on  the  Final Settlement
Statement;  (iii)  of  the  type  reflected  on  the June 30, 2000 balance sheet
included  within the Financial Statements and incurred since the date thereof in
the  ordinary  course  of  the  Business  on  or  before the Closing Date; (iii)
Permitted  Encumbrances;  and  (iv)  liabilities and obligations which Buyer has
expressly  assumed or agreed to be responsible for pursuant to this Agreement or
the documents delivered in connection herewith.  Notwithstanding anything herein
to  the  contrary,  Assumed  Liabilities  shall  not  include  (a) any liability
incurred  by  Seller after the date hereof and prior to the Closing which Seller
covenants  herein  not  to incur after the date hereof; (b) any liabilities that
arise  out  of  or  primarily relate to the Excluded Assets; (c) any liabilities
that  arise  out of or primarily relate to a breach or default under any Assumed
Contract  (or  any action that, solely with the giving of notice or lapse of any
applicable  cure  period,  or  both,  would  constitute  a  default  or  breach
thereunder)  occurring  prior  to  the  Closing  Date;  (d)  any  liabilities or
obligations  expressly  assumed  or  retained  by Seller or for which Seller has
agreed  to  be responsible pursuant to this Agreement or the documents delivered
in  connection herewith, including without limitation, Pre-Closing Environmental
Liabilities;  (e)  any  liabilities  or  obligations  for  the operations of the
Business  prior  to  June  30, 2000 not properly accrued for or disclosed on the
June  30,  2000  balance  sheet  of  the  Financial  Statements.

          "Baylor  Companies"  means  collectively, Seller and it's wholly owned
           -----------------
subsidiaries:  Baylor  Company  Ltd.,  a company organized under the laws of the
United Kingdom, Baylor Electronics, Inc., a Texas corporation; Baylor Company, a
Texas  corporation;  and  Baylor  Controls,  Inc.,  a  Texas  corporation.

          "Bill  of Sale" means an "AS IS WHERE IS" bill of sale, assignment and
           -------------
assumption  agreement  with  respect  to  the  personal  property  and inventory
constituting a portion of the Assets in the form of Exhibit A attached hereto. 

          "Business"  means  the  business  activities  of the Baylor Companies,
           --------
their  affiliates  and  subsidiaries as of the date of this Agreement, including
without  limitation,  the manufacture of power generation and electronic control
systems  for  the  oil  and gas industry and electromagnetic braking systems for
drilling  rigs.  

          "Claims"  means past, present or future liabilities, including without
           ------
limitation,  Environmental  Liabilities,  product  warranties,  losses,  damages
(including  incidental, consequential, special and punitive damages), penalties,
fines,  obligations,  judgments,  liens,  costs and expenses (including, without
limitation, costs of investigation, attorneys' fees, experts' fees, consultants'
fees  and  disbursements  of  any  kind  or  of  any nature whatsoever), claims,
actions,  causes  of  action,  demands,  filings,  settlements,  investigations,
proceedings,  arbitration,  mediations,  suits  or other legal or administrative
proceedings,  whether  civil  or  criminal  or  based  on  negligence, trespass,
intentional  tort,  strict liability, contribution or indemnification, common or
decisional law or otherwise, and whether any of the foregoing is the result of a
third-party  claim,  a  claim  by  Buyer  or  Seller,  or  otherwise.

          "Closing,"  means  the  consummation  of  the transaction contemplated
           -------
hereby,  all  of  which  shall  occur  concurrently.

          "Closing  Date"  means  the  earliest  practicable  date  after  all
           -------------
conditions  to  Closing  have  been  satisfied, but not later than September 30,
2000.



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

          "Confidentiality  Agreement"  means  the  Agreement  for  Use  and
           --------------------------
Nondisclosure  of  Confidential and/or Proprietary Information between Buyer and
Seller  dated  July  19,  2000.

          "Controlled  Group"  means  a  "controlled group" of organizations (as
           -----------------
defined  in  Sections  414(b),  (c),  (m) or (o) of the Internal Revenue Code of
1986,  as  amended).

          "Employees"  means  those  employees  employed by Seller whose primary
           ---------
responsibilities  are  directly  related to the conduct of the Business or whose
services  are  necessary  for  the  conduct  of  the  Business.

          "Environmental Liabilities" means past, present or future liabilities,
           -------------------------
losses,  damages  (including  incidental,  consequential,  special  and punitive
damages),  penalties,  fines,  obligations, judgments, liens, costs and expenses
(including  without limitation costs of investigation, attorneys' fees, experts'
fees,  consultants'  fees  and  disbursements  of  any  kind  or  of  any nature
whatsoever)  claims,  actions,  causes of action, demands, filings, settlements,
investigations,  proceedings,  arbitrations, mediations, suits or other legal or
administrative  proceedings,  whether civil or criminal, or based on negligence,
trespass,  intentional  tort, strict liability, contribution or indemnification,
common  or  decisional  law  or otherwise, and whether any of the foregoing is a
result  of a third-party claim, a claim by Buyer or Seller, or otherwise, for or
in  connection  with,  or  arising  in  any  way  from  any violation of, or any
obligation,  duty  or  responsibility  under:

          (i)     any  Environmental  Requirement.

          (ii)    any  Environmental  Permit  listed  in  Schedule  3.1.8.

          Environmental  Liabilities  shall  not include occupational safety and
     health matters.  Environmental  Liabilities as defined and used herein only
     pertain  to the  Environmental  Liabilities  of the  Assets  and  Business,
     including former activities.

          "Environmental  Material" means any substance, product, waste or other
           -----------------------
material  of  any  nature  whatsoever (a) that is or becomes identified, listed,
published,  or  defined  as  a  hazardous  substance, hazardous waste, dangerous
waste, hazardous material, toxic substance, solid waste (as defined by the Texas
Natural  Resources  Conservation Commission), acutely hazardous waste, extremely
hazardous  waste,  infectious  waste,  volatile  organic  compound,  waste,  air
contaminant,  air  pollutant,  or pollutant, under any Environmental Requirement
and  (b)  that is regulated, restricted or addressed under or pursuant to or may
give  rise  to  liability  under  any Environmental Requirement. Notwithstanding
anything  contained herein to the contrary, Environmental Material shall exclude
any  material which has been the subject of remediation in, on or under the Real
Property  pursuant  to  and  in  satisfaction  of  a jurisdictional Governmental
Authority  program  to  the  extent  such  jurisdictional  authority declares in
writing  that  such remediation has been completed in satisfaction of applicable
laws,  rules  and  regulations  or  that  no  further  action  or remediation is
required.

          "Environmental Permit" means any permit, license, consent, certificate
           --------------------
of  financial  responsibility  or  other  authorization or approval of or by any
Government  Authority  under  any  applicable  Environmental Requirement and any
application  therefor  or  filing  in  connection  therewith.



          "Environmental  Release"  means  any  actual  or  threatened spilling,
           ----------------------
leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching,  migrating, dumping or disposing of an Environmental Material into the
air,  surface  water,  groundwater,  soil,  land surface or subsurface strata in
violation  of any applicable Environmental Requirement(including the abandonment
or  discarding  of  barrels,  containers and other closed receptacles holding an
Environmental  Material,  in  violation  of  any  applicable  Environmental
Requirement).

          "Environmental  Requirement"  means  any of the following requirements
           --------------------------
only  to  the extent that apply to the Business (A) any international, national,
provincial,  regional,  Indian,  federal,  state,  municipal  or local, statute,
treaty,  compact, law, rule, order, ordinance, Environmental Permit, regulation,
judgment,  binding  decision,  decree,  or  common  or decisional law (including
without  limitation any applicable principles of negligence, trespass, nuisance,
intentional  tort,  strict  liability, contribution or indemnification) or other
applicable  requirement  of any Government Authority which relates to or imposes
liabilities,  duties  or obligations in connection with the environment, natural
resources,  wildlife or human health, including without limitation to the extent
applicable  (i)  the  Comprehensive  Environmental  Response,  Compensation, and
Liability  Act  (42 U.S.C. Sections 9601 et seq.), (ii) the Solid Waste Disposal
Act,  as  amended  by  the  Resource  Conservation  and  Recovery Act (42 U.S.C.
Sections 6901 et seq.), (iii) the Emergency Planning and Community Right to Know
Act  (42  U.S.C.  Sections  11001  et  seq.),  (iv) the Clean Air Act (42 U.S.C.
Sections  7401  et  seq.),  (v)  the Clean Water Act (33 U.S.C. Sections 1251 et
seq.),  (vi) the Toxic Substances Control Act (15 U.S.C. Sections 2601 et seq.),
(vii)  the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Sections
136  et  seq.),  (viii)  the Safe Drinking Water Act (42 U.S.C. Sections 300f et
seq.),  (ix)  the  Residential  Lead-Base  Paint Hazard Reduction Act (42 U.S.C.
Sections  4851  et  seq.), (x) the Oil Pollution and Compensation Act (33 U.S.C.
Sections  2761  et  seq.),  (xi)  the Hazardous Materials Transportation Act (49
U.S.C.  Sections  5401  et seq.), (xii) the Hazardous Liquid Pipeline Safety Act
(49  U.S.C.  Sections  60101  et  seq.),  (xiii)  any  foreign,  international,
provincial,  regional,  Indian,  state,  municipal  or local statutes, treaties,
compacts,  laws,  rules,  orders, ordinances or the like similar or analogous to
the  federal  statutes  listed  in  the  foregoing parts (i) to (xii), (xiv) any
amendments  to  the  statutes,  treaties,  compacts,  laws,  rules,  orders  or
ordinances  listed in the foregoing parts (i) to (xiii) regardless of whether in
existence  on  the  date  hereof, (xv) any rules, Environmental Permits, binding
decisions,  decrees,  regulations,  directives,  orders,  judgments  or the like
adopted  pursuant  to  or  implementing  the statutes, laws, treaties, compacts,
rules,  orders,  ordinances  and amendments listed in the foregoing parts (i) to
(xiv)  and (xvi) any other law, statutes, treaty, compact, ordinance, amendment,
rule,  regulation,  Environmental  Permit,  directive, binding decision, decree,
judgment,  order,  common  law  requirement, or the like in effect now or in the
future  relating to the environment, natural resources, wildlife or human health
matters,  and  (B)  any  private agreement, contract or undertaking of Seller or
Buyer  to  the  extent  such  private agreement, contract or undertaking relates
directly  or  indirectly  to,  or  imposes liabilities, duties or obligations in
connection  with  human health excluding occupational health, natural resources,
wildlife  or  the  environment.

          "Environmental Work" means any investigation, site monitoring, medical
           ------------------
monitoring,  containment,  cleanup, removal, abatement, assessment, remediation,
response,  closure,  post-closure care, restoration or other work of any kind or
nature  relating  to  the  avoidance  or  mitigation  of  the adverse effects of
Environmental  Materials  on human health excluding occupational health, natural
resources,  wildlife,  or  the  environment.



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

          "ERISA  Affiliate"  means  any  corporation,  trade  or  business  the
           ----------------
employees  of  which,  together with the employees of Seller, are required to be
treated  as  employed  by  a  single  employer  under the provisions of ERISA or
Section  414  of  the  Code.

          "Excluded  Assets"  shall  have  the meaning set forth in Section 1.2.
           ----------------

          "Excluded  Contracts"  means the contracts and agreements disclosed on
           -------------------
Schedule  1.2.7.

               "Final  Settlement  Statement"  means  a  balance sheet as of the
                ----------------------------
Closing  Date  prepared after the Closing on a basis consistent with the methods
used  to  prepare  the  Financial  Statements, and a statement setting forth the
amount  of,  and  the  method of calculation of, the Purchase Price (including a
definitive  calculation  of  the  Net  Worth  Adjustment).

          "Financial  Statements" shall have the meaning set forth in Subsection
           ---------------------
3.1.14.

          "GAAP"  means  generally  accepted  accounting principles consistently
           ----
applied.

          "Government  Authority" means any international, national, provincial,
           ---------------------
regional,  Indian,  federal,  state,  municipal or local executive, legislative,
judicial,  regulatory  or  administrative agency, department, commission, board,
bureau or other governmental or quasi-governmental authority or instrumentality.

          "Indemnified  Party" shall have the meaning given that term in Section
           ------------------
10.3.

          "Indemnifying Party" shall have the meaning given that term in Section
           ------------------
10.3.

          "Intellectual  Property"  ,  as set forth in Schedule 1.1.8, means (a)
           ----------------------
all  inventions  whether  patentable  or unpatentable (whether or not reduced to
practice),  all  improvements  thereto, and all patents, patent applications and
patent  disclosures,  together  with  all  reissuances,  continuations,
continuations-in-part,  revisions,  extensions,  re-examinations  and  foreign
counterparts  thereof;  (b)  all  Marks,  together  with  all  translations,
adaptations,  derivations  and  combinations  thereof  and  all  applications,
registrations,  foreign  counterparts  and renewals in connection therewith; (c)
all  copyrightable  works,  drawings  and  designs,  all  copyrights  and  all
applications,  registrations  and  renewals  in  connection therewith; (d) trade
secrets and proprietary information; (e) all intellectual property rights in all
computer  software  (including  data  and  related documentation); (f) all other
proprietary rights of a similar nature; and (g) all intellectual property rights
in  all  copies  and  tangible  embodiments thereof (in whatever form or medium)
related  primarily  to  the  Business.

          "Inventory"  means  the  inventory  of  raw  materials,  ingredients,
           ---------
packaging,  supplies,  spare  parts,  consumable inventory and products, work in
progress  and  finished  goods  related  primarily  to  the  Business.

          "Marks"  means  all logos, marks, trademarks, trademark registrations,
           -----
trade  names,  product  marks,  service  marks  and  other  commercial  symbols,
registered  or  unregistered, held or registered in the name of Seller on, or at
any  time  prior  to,  the  Closing  Date.



          "Material Adverse Effect" means any change or effect that individually
           -----------------------
or in the aggregate is materially adverse to the Business as presently conducted
by Seller, taken as a whole, or the transactions contemplated by this Agreement,
taken  as  a  whole.

          "Material  Contracts"  shall have the meaning ascribed to that term in
           -------------------
Subsection  3.1.6(A).

          "Net  Worth  Adjustment"  means the United States dollar amount (which
           ----------------------
may  be  either  a  positive or a negative number) equal to (a) net worth of the
Business  as  of  the  Closing  Date  minus (b) the net worth of the Business as
reflected  on  the June 30, 2000 balance sheet of the Financial Statements being
$31,338,471.00,  which  was  calculated as $39,641,410.00 of Stockholders Equity
less  $8,302,939.00  of  due  from  Parent.  

          "Patents"  means  all  United  States  registered  patents  and patent
          ---------
applications  held  or  registered  in  the  name of Seller on the Closing Date,
together  with all reissuances, continuations, continuations-in-part, revisions,
extensions,  reexaminations  and  foreign  counterparts  thereof.

          "Permit" means any permit, license, franchise, consent, certificate of
           ------
financial  responsibility  or  other  authorization  or  approval  of  or by any
Government  Authority,  and  shall  include without limitation any Environmental
Permit.

          "Permitted  Encumbrances"  means
           -----------------------

          (a)  the matters disclosed on Schedule 3.1.18;
          (b)  rights reserved to, or vested in, or any obligations or duties to
               any Government Authority;
          (c)  zoning,  entitlement,  building  and other  land use  regulations
               imposed by  governmental  agencies having  jurisdiction  over the
               Real  Property  which are not  violated  by the  current  use and
               operation of the Real Property;
          (d)  liens for current taxes or other governmental  charges due or not
               yet due and  payable or the amount or  validity of which is being
               contested;
          (e)  mechanics, carriers, workers, repairers and similar liens arising
               or incurred in the  ordinary  course of business of the  Company,
               including  without  limitation,  liens arising  pursuant to lease
               agreements,  for amounts which are not delinquent and which could
               not,  individually or in the aggregate,  have a material  adverse
               effect upon the Company;
          (f)  those  liens  and   encumbrances   disclosed  in  the   Financial
               Statements and the notes thereto; and
          (g)  covenants, conditions,  restrictions, easements and other matters
               of  record  affecting  title  to the Real  Property  which do not
               unreasonably interfere with the current use, occupancy, or value,
               or the  marketability  of  title,  of such Real  Property  and as
               properly filed of record.

          "Person"  means  any  individual,  corporation,  partnership,  limited
           ------
liability  company,  Government  Authority  or  other  entity.

          "Pre-Closing  Environmental  Liabilities"  means  Environmental
           ---------------------------------------
Liabilities  relating  to  or  resulting  from  acts  or omissions occurring, or
conditions  created  or  existing,  or  arising  out of the Business or the Real
Property,  prior  to  the  Closing  Date.

          "Property  Acquisition  Agreements"  means the agreements under, by or
           ---------------------------------
pursuant  to  which  Seller  acquired  any  or all of its interest in any of the
Assets including without limitation assignments, assignment agreements, exchange
agreements,  purchase  agreements  and  settlement  agreements.



          "Purchase  Price"  means  an  amount  equal to TWENTY NINE MILLION AND
           ---------------
NO/100  DOLLARS  ($29,000,000.00)  and  the  amount  of  the  retained  Assumed
Liabilities.

          "Real  Property" means, collectively, the approximately 25 acres, more
           --------------
or less, located at 500 Industrial Boulevard, Sugar Land, Texas  77478, together
with all buildings, improvements and fixtures, including trade fixtures, located
thereon.

          "Records"  means  originals  of Seller's records primarily relating to
           -------
the  Assets  or  the  Business,  including property files, lease files, contract
files, environmental files, health and safety files, Permit files, abstracts and
title  opinions,  or  policies, production records, customer data, pricing data,
tax  records,  insurance  and related records, personnel records, transportation
records, manufacturing records, surveys and maps.  Notwithstanding the preceding
sentence,  "Records"  does  not include (i) documents and information subject to
any  attorney-client  privilege  or work product privilege held by Seller and/or
its attorneys (unless the Record in question materially relates to the Assets or
to  a  liability  which is an Assumed Liability), (ii) documents and information
relating  to  the negotiation of this Agreement or the transactions contemplated
hereby, (iii) documents and information which Seller may not disclose or provide
to  Buyer  due  to a binding obligation to one or more other Persons, other than
members  of  the  Seller, to treat such documents or information as confidential
(unless  Buyer  agrees  to  be  bound by such obligations, in which event Seller
shall  make  a good faith effort to obtain permission to disclose such documents
or  information  to Buyer); (iv) documents and information relating primarily to
the Excluded Assets; or (v) personnel records which Seller is required by law to
maintain  as  confidential.  To  the  extent  Seller does not disclose under the
foregoing  clause  (iii),  Seller  shall  provide  a  log  of such documents and
information  to  Buyer.

          "Seller  Benefit  Plan"  means  any Seller Fringe Benefit Plan, Seller
           ---------------------
Pension  Plan  or  Seller  Welfare  Benefit  Plan.

          "Seller  Fringe  Benefit  Plan"  means  any  written  plan  or  policy
           -----------------------------
providing  for  "fringe  benefits" maintained by Seller as of the date hereof in
connection  with  the  Business  (including  but  not  limited to vacation, paid
holidays,  personal  leave,  employee  discount,  educational benefit or similar
program),  and  any  other  deferred compensation, bonus, stock option, employee
stock  purchase,  severance,  group  insurance,  disability,  unemployment,
supplemental  unemployment,  layoff,  consulting  or  stock, appreciation rights
plan,  and  any  other  similar written plan, policy, arrangement, commitment or
understanding  other than Seller Pension Plans and Seller Welfare Benefit Plans.

          "Seller  Pension  Plan"  means any "employee pension benefit plan," as
           ---------------------
defined in Section 3(2) of ERISA, ever maintained or contributed to (or required
to  be  maintained  or contributed to) by the Seller or any ERISA Affiliate that
cover  Employees  who  are  employed  by  Seller  as  of  the  date  hereof.

          "Seller  Welfare  Benefit  Plan"  means  any "employee welfare benefit
           ------------------------------
plan,"  as  defined  in  Section  3(l)  of  ERISA  that  the Seller or any ERISA
Affiliate  maintains, contributes to or is required to maintain or contribute to
on  behalf  of  any  Employee  who  is employed by Seller as of the date hereof.



          "State"  means  the  State  of  Texas.
           -----

          "Supplemental  Disclosure"  means  any  written  notice from Seller to
           ------------------------
Buyer  required  by  Section  4.5.

          "Transferred  Employees"  means  Employees  to  whom Buyer has made an
           ----------------------
offer  of  employment  pursuant  to Section 11.1 and by whom such offer has been
accepted.

          "Wiring  Instructions"  means  the wiring instructions for the Closing
           --------------------
Payment  which  Seller  delivers  to Buyer at least three business days prior to
Closing.

ARTICLE  1.  PURCHASE  AND  SALE

     1.1     Assets.  Subject  to  the other terms and conditions hereof, Seller
             ------
agrees to sell transfer, convey, assign and deliver to Buyer and Buyer agrees to
purchase, accept and receive on and as of the Closing Date, subject to the terms
and  provisions  herein  contained, all of Seller's right, title and interest in
and to, to the extent transferable, the properties, assets, interests and rights
(including  contract rights) of every nature, kind and description, tangible and
intangible  (including  goodwill),  whether  real,  personal  or mixed, accrued,
contingent  or otherwise and whether now existing or hereinafter acquired (other
than  the  Excluded  Assets)  primarily  relating  to or used or held for use in
connection  with  the  Business  (collectively, the "Assets"), including without
limitation:

          1.1.1     the  Real  Property;

          1.1.2     the  Assumed  Contracts;

          1.1.3     all  materials, supplies, spare parts, Inventory, furniture,
motor  vehicles,  rolling  stock,  tools,  implements,  appliances,  machinery,
equipment, personal computers, improvements and other tangible personal property
and  fixtures  which  relate  primarily  to  the  Assets;

          1.1.4     the  Records;

          1.1.5     all  Permits  relating  primarily  to  the  Assets  or  the
Business;

          1.1.6     all  personal property leases for personal property relating
primarily  to  the  Assets  or  the  Business;

          1.1.7     all  assets  included  in  the  net worth of the Business as
reflected  on  the  Final  Settlement  Statement;

          1.1.8     all  Intellectual  Property  described  on  Schedule  1.1.8,
including without limitation, the ownership of and all rights to use of the name
of  Baylor;

          1.1.9     all  customer,  prospect  and  marketing  lists  relating
primarily  to  the  Business;



          1.1.10.   all  of  Elmagco,  Inc.'s  interests  in any joint ventures,
partnerships  or  affiliated  companies,  including  without limitation Seller's
ownership in Schottel, Inc., a partnership with Schottel-Werft Josef Becker GmBH
& Co.  KG;

          1.1.11.   all of the stock in Baylor Company, a Texas corporation.

     1.2     Excluded Assets.  Notwithstanding anything in this Agreement to the
             ---------------
contrary,  the following properties, assets, rights and interests (collectively,
the  "Excluded  Assets")  shall  be  excluded  from  the  Assets  to be sold and
transferred  to  Buyer  hereunder:

          1.2.1     all  of  Seller's  right, title  and  interest in and to the
properties,  assets,  interests  and rights (including contract rights) of every
nature,  kind  and  description,  tangible  and intangible (including goodwill),
whether  real, personal or mixed, accrued, contingent or otherwise not primarily
relating  to  or  used or held for use in connection with the Business and those
properties,  assets,  rights  and interests of Seller described on Schedule 1.2;

          1.2.2     properties,  assets,  rights and interests sold or otherwise
disposed  of  by Seller in the ordinary course of the Business to the extent not
prohibited  hereunder;

          1.2.3     to  the  extent  not  prepaid,  policies  or  contracts  of
insurance  and  surety bonds and similar assurances of financial responsibility;

          1.2.4     minutes, capital stock ledgers and similar corporate records
and  instruments  of  Seller;

          1.2.5     general  ledgers  and  original  books  of  entry subsidiary
thereto, tax returns, checks, vouchers and bank statements and supporting papers
of  Seller  for  each  of  the  foregoing;

          1.2.6     all  intercompany  accounts  between  any  of  Elmagco,  Inc
or  the  Baylor  Companies  and/or  its  Parent  corporation;

          1.2.7     the  Excluded  Contracts  set  forth on Schedule 1.2.7; and

          1.2.8     the  Seller  Benefit  Plans and all assets related thereto.

ARTICLE  2.  PURCHASE  PRICE

     2.1     Consideration.  In  consideration  for  the  transfer  by Seller to
             -------------
Buyer  of  the  Assets, Buyer shall pay the Purchase Price to Seller at the time
and  in the manner set forth herein. Notwithstanding the forgoing, to the extent
the  Seller Parties elect to retain the obligation to satisfy and discharge  any
of the Assumed Liabilities set forth on Schedule 2.1 hereto, the cash portion of
the  Purchase  Price  shall  be  increased  by  the face amount of such retained
Assumed  Liabilities.

     2.2     Closing  Payment.  At the Closing, Buyer shall pay and deliver the
             ----------------
Purchase  Price  to  Seller,  by  wire  transfer  of immediately available funds
denominated in United States Dollars in accordance with the Wiring Instructions.



ARTICLE  3.  REPRESENTATIONS  AND  WARRANTIES

     3.1     Representations  and  Warranties  of  Seller.  Subject  to  the
             --------------------------------------------
limitations  and  waivers  set  forth  in  Section 3.3 below, the Seller Parties
hereby  represent  and  warrant  to  Buyer  as  follows:

          3.1.1     Organization  and Good Standing.  Each of the Seller Parties
                    -------------------------------
is a corporation duly organized, validly existing and in good standing under the
laws  of  the State of Delaware and has all requisite power and authority to own
and  lease  the properties and assets it owns and leases related to the Business
and to carry on the Business as such business is presently conducted.  Seller is
duly  licensed  or  qualified  to  do  business  in  the  State  and  all  other
jurisdictions in which the character of the Assets or the nature of the Business
requires  it  to be so licensed or qualified except where a failure to have such
license  or  qualification  would  not  have  a material adverse effect upon the
operation  of  the  Assets  or  the  Business  as presently conducted by Seller.

          3.1.2     Corporate  Authority;  Authorization  of Agreement.  Each of
                    --------------------------------------------------
the  Seller  Parties  has all corporate requisite power and authority to execute
and  deliver this Agreement and the documents provided for herein to be executed
and  delivered  by  Seller  Parties  at  Closing, to consummate the transactions
contemplated hereby and to perform its obligations under this Agreement and such
documents.  Seller  Parties  have taken all proper corporate action to authorize
and  approve  the  execution  and  delivery  of this Agreement and the documents
provided  for  herein to be executed and delivered by Seller Parties at Closing,
the  performance  of  all  the  terms  and  conditions  hereof and thereof to be
performed  by  Seller  Parties  and  the  consummation  of  the  transactions
contemplated  hereby and thereby.  No other act or proceeding on the part of the
Seller  Parties is necessary to authorize the execution, delivery or performance
of  this  Agreement  or  such  other documents, or the transactions contemplated
hereby  or  thereby.  This Agreement constitutes (and the documents provided for
herein  to be executed and delivered by the Seller Parties at Closing will, when
executed  and delivered, constitute) the legal, valid and binding obligations of
the  Seller  Parties,  enforceable against the Seller Parties in accordance with
their  terms,  except  as  may  be  (i)  limited  by  any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of  creditors' rights generally and (ii) subject to general principles of equity
(regardless  of  whether  that  enforceability  is considered in a proceeding in
equity  or  at  law).

          3.1.3     No  Violation.  Except  as  disclosed on Schedule 3.1.3, the
                    -------------
execution  and  delivery  by Seller of this Agreement and the documents provided
for  herein,  the  consummation  by  the  Seller  Parties  of  the  transactions
contemplated  hereby  and  thereby  and  the compliance by Seller with the terms
hereof and thereof, do not and will not, (i) violate, or conflict with or result
in  a  breach  of  any provisions of or constitute a default (or an event which,
with  notice or lapse of any applicable cure period, or both, would constitute a
default)  or  require  a  consent  under,  or  result  in the termination of, or
accelerate  the  performance  required  by or result in the creation of any lien
upon  any of the Assets under, any of the terms, conditions or provisions of the
articles of incorporation, bylaws, limited liability company operating agreement
or  similar  charter documents of the Seller Parties, or (ii) violate any order,
writ,  injunction,  decree,  statute,  rule  or  regulation  of  any  Government
Authority  applicable  to  the  Seller  Parties  or  the  Assets.



     3.1.4     Actions  and Proceedings.  Except as disclosed on Schedule 3.1.4:
               ------------------------

               (A)     there  is  no  action,  suit, proceeding or investigation
     pending against Seller Parties which has been served on the Seller Parties,
     or to the best of Seller  Parties'  knowledge,  threatened  against  Seller
     Parties  involving or affecting the Business or any Assets  material to the
     Business and seeking  (individually,  or with respect to Claims which arise
     out  of  the  same  facts  and  circumstances,   in  the  aggregate),   (i)
     compensation in a specified amount in excess of $50,000;  (ii) compensation
     in an  unspecified  amount that could as of the date hereof  reasonably  be
     expected  to  exceed  $50,000;  (iii)  injunctive  relief  except  for such
     injunctive  relief that if granted would not be material to the Business as
     presently conducted by Seller or to any Assets material to the Business.

               (B)     there are no decrees, injunctions, liens or orders of any
     Governmental  Authority outstanding against Seller relating to or affecting
     the  Business  or any Assets  material  to the  Business  that would have a
     Material Adverse Effect upon the Business as presently conducted.

               (C)     there  is  no  action,  suit, proceeding or investigation
     pending  against Seller which has been served on Seller by which any Person
     seeks to  restrain,  prohibit  or enjoin the  performance  by Seller of the
     transactions contemplated hereby.

               (D)     there  is  no  action, suit or proceeding pending against
     Seller  which has been served on Seller or, to the  knowledge of the Seller
     Parties,  which has been  threatened  against  Seller,  by which any Person
     seeks to take by eminent domain or condemnation any material portion of any
     of the Real Property.

          3.1.5     Brokers.  No  person  acting on behalf of Seller Parties has
                    -------
any  valid  claim against Buyer or the Assets for any brokers or finder's fee or
similar  compensation  in  connection with the transactions contemplated hereby.
Seller  Parties shall indemnify, defend and hold Buyer harmless from and against
any  and  all  Claims by any person alleging a right to a broker or finder's fee
from  or  through  Seller.

          3.1.6     Material  Contracts.
                    -------------------

               (A)     Schedule 3.1.6(A) contains a true and complete listing of
     all Material Contracts. For the purposes hereof, "Material Contracts" means
     the  following  contracts or agreements to which Seller is a party and that
     relate primarily to the Assets or the Business; (i) any written contract or
     agreement  obligating Seller to make capital  expenditures  which as of the
     date hereof are reasonably  estimated by Seller to exceed $50,000 after the
     date hereof;  (ii) any contract or agreement  obligating  Seller to pay, or
     entitling  Seller  to  receive,  an amount  which as of the date  hereof is
     reasonably estimated by Seller to exceed either (a) $50,000 in any 12 month
     period  after the date  hereof or (b)  $50,000  in the  aggregate  over the
     remainder of current term of the contract or  agreement;  (iii) any loan of
     money by Seller to any Person for which the outstanding principal amount as
     of the date hereof exceeds $25,000 or any contract or agreement  obligating
     Seller  to make  such a loan of money  (provided,  however,  that  sales by
     Seller to  customers on payment or credit terms  consistent  with  industry
     custom and practice shall not constitute a loan for these  purposes);  (iv)
     any guaranty by Seller of the  obligation  of any other Person in an amount
     which as of the date  hereof is  reasonably  estimated  by Seller to exceed
     $50,000;  (v) any  contract or  agreement by which Seller has agreed not to
     compete  with  another  Person in Business or by which  another  Person has
     agreed not to compete with Seller in the Business;  (vi) any other contract
     or agreement  that is material to the  Business as  presently  conducted by
     Seller or to any Assets  material to the  Business;  (vii) any  contract or
     agreement  by which  Seller  has been  granted a license  to use any of the
     Intellectual Property; (viii) any rights of first refusal, buy/sell, option
     or similar rights in favor of Persons other than Seller with respect to the
     Business  or any Asset  material  to the  Business;  and (ix) any  material
     amendment or modification to any of the foregoing.



               (B)     Except  as disclosed on Schedule 3.1.6(B), (i) all of the
     Material  Contracts  are  valid and  binding  against  Seller;  and (ii) no
     defaults  by Seller  exist  thereunder  nor has any event  occurred  which,
     solely  with the  giving  of notice  or the  lapse of any  applicable  cure
     period,  or both,  would  constitute a default by Seller under any Material
     Contract,  except where a default or termination of such Material  Contract
     would not have a material  adverse  effect upon the operation of the Assets
     or the Business as presently  conducted by Seller.  To the knowledge of the
     Seller Parties,  except as disclosed on Schedule  3.1.6(B),  (i) all of the
     Material  Contracts are valid and binding against the other parties thereto
     (or their  successors in  interest);  (ii) no defaults by the other parties
     thereto (or their  successors  in interest)  exist  thereunder  nor has any
     event occurred which,  solely with the giving of notice or the lapse of any
     applicable cure period,  or both,  would constitute a default by such other
     parties (or their  successors  in interest)  under any  Material  Contract,
     except where a default or termination  of such Material  Contract would not
     have a Material Adverse Effect upon the Business as presently  conducted by
     Seller or any Assets material to the Business;  and (iii) execution of this
     Agreement and the  consummation  of the  transactions  contemplated  herein
     shall not constitute a default under,  or result in the termination of, any
     Material  Contract,  except where a default or termination of such Material
     Contract  would not have a material  adverse  effect  upon the  Business as
     presently  conducted by Seller or any Assets material to the Business.  For
     the  purposes of the  foregoing,  the  matters set forth on Schedule  3.1.4
     shall be deemed incorporated by reference as if such matters were set forth
     in full on Schedule 3.1.6(B).

               (C)     Except  as disclosed on Schedule 3.1.6(C), no consents or
     approvals are required in connection with the assignment by Seller to Buyer
     of  Seller's  rights  and  obligations  under the  Material  Contracts,  no
     violations  would occur under the Material  Contracts in connection with or
     as a result  of the  transfer  from  Seller  to Buyer of the  Business  and
     Assets,  no consents or approvals are required in the Business as presently
     conducted  by Seller  and no  violations  would  occur  under the  Material
     Contracts in connection  with the assignment by Seller to Buyer of Seller's
     rights and obligations under the Material  Contracts,  except where failing
     to obtain such consent or such approval  would not have a Material  Adverse
     Effect upon the Business and Assets.

          3.1.7     Business  and  Assets.  There  exist  no  agreements  or
                    ---------------------
arrangements  for  the  sale  by  Seller  of  the  Business  (including, without
limitation,  calls  on  or other rights in favor of Persons other than Seller to
purchase  such  Business  and Assets whether or not the same are currently being
exercised).



          3.1.8     Permits.
                    -------

               (A)     Schedule  3.1.8  contains  a true and complete listing of
     all Permits that Seller holds or for which Seller has applied.

               (B)     Except  as  disclosed  on  Schedule  3.1.8,  (i)  to  the
     knowledge of the Seller Parties, Seller holds, or has applied for, or is in
     the process of applying  for,  all Permits  material to the  ownership  and
     operation  of the  Business  as  presently  conducted  by Seller and to the
     Assets  which are material to the  Business;  (ii) all such Permits held by
     Seller are in full force and  effect,  and to the  knowledge  of the Seller
     Parties,  all applications for such Permits are complete;  and (iii) Seller
     is in  compliance  in all  material  respects  with such  Permits.  For the
     purposes of the  foregoing,  the  matters  set forth on Schedule  3.1.4 and
     Schedule  3.1.9 shall be deemed  incorporated  by this reference as if such
     matters were set forth on Schedule 3.1.8 in full.

          3.1.9     Compliance  with  Laws.  Except  as  disclosed  on  Schedule
                    ----------------------
3.1.9,  Seller  is  in  compliance  in  all  material respects with all Permits,
judgments, orders, decrees, injunctions, statutes, rules, regulations, and other
legal  or  administrative  requirements  of  all  Government  Authorities having
jurisdiction  over the operation of the Assets and/or the Business, except where
non-compliance  would  not  have  a material adverse effect upon the Business as
presently conducted by Seller or any Assets material to the Business.  Except as
set  forth  in  Schedule  3.1.9, Seller has not received any written notice of a
material  violation  of  any  such  Permit, judgment, order, decree, injunction,
statute,  rule, regulation or other legal or administrative requirement from any
Government  Authority  having  jurisdiction  other than violations which, to the
best  of  Seller's  knowledge,  have  been  cured or remedied to such Government
Authority's  satisfaction.  For  the  purposes of the foregoing, the matters set
forth  on  Schedule  3.1.3,  Schedule  3.1.4,  Schedule  3.1.8, Schedule 3.1.10,
Schedule  3.1.12,  Schedule  3.1.14  and  Schedule  3.1.20(A)  shall  be  deemed
incorporated  by  this  reference  as if such matters were set forth on Schedule
3.1.9  in  full.

     3.1.10     Labor  and  Employment  Matters.
                -------------------------------

               (A)     Seller  is  providing,  on  Schedule  3.1.10,  a true and
     complete listing,  to the best of Seller's  knowledge and belief,  upon due
     inquiry,  of all  Employees as of the date thereof,  including  approximate
     date of hire,  title or grade  as of the date  thereof,  salary  or rate of
     compensation  as of the date  thereof,  exempt or  non-exempt  status,  and
     active or leave  status.  Except for any  agreements  disclosed on Schedule
     3.1.10 and any Seller Benefit Plan, none of the Employees is a party to any
     written  employment  contract,  agreement  or  commitment,  termination  or
     severance agreement or similar contract or agreement, and the employment of
     all such Employees is terminable at will (subject,  however,  to applicable
     laws governing the termination of employees generally).

               (B)     There  are  no  collective bargaining agreements or other
     similar  agreements  with  respect  to  Employees,  and  no  Employees  are
     represented   by  any   labor   organization   or   collective   bargaining
     representative.  Except  as  disclosed  on  Schedule  3.1.10,  Seller is in
     compliance in all material  respects with all  applicable  laws,  rules and
     regulations  pertaining to labor or employment matters,  practices,  wages,
     benefits and hours.



               (C)     Except  as disclosed on Schedule 3.1.10, to the knowledge
     of the Seller Parties, there is not currently underway any organized effort
     to unionize  Employees who are employed by Seller as of the date hereof and
     there are no union  certification or  representation  issues pending before
     any Government Authority.

          3.1.11     Intellectual  Property.  The  Patents set forth on Schedule
                     ----------------------
1.1.8  hereto  constitute all of the patents owned by or licensed to Seller, and
used  by  Seller  in  the  Business  that  are  material to the operation of the
Business  as  currently  conducted  by  Seller.  The Marks set forth on Schedule
1.1.8  hereto  constitute all of the Marks owned by Seller and used by Seller in
the  Business  that  are  material to the operation of the Business as currently
conducted  by  Seller.  As configured and operating on the Closing Date, (i) the
Business  does  not knowingly and unlawfully infringe upon or misappropriate the
Intellectual  Property  of  any  other  Person; and (ii) to the knowledge of the
Seller Parties, the Intellectual Property is not being unlawfully infringed upon
or misappropriated by any other Person.  Except as disclosed on Schedule 3.1.11,
Seller  has  the  right to assign or license, as applicable, to Buyer its right,
title  and  interest  in the Intellectual Property.  Notwithstanding anything in
this  Agreement  to  the  contrary,  Seller  makes  no  representation  to Buyer
regarding  ownership  of,  title  to,  the  right to use, assign or license U.S.
Patent  Registration  No.  5,565,750.  With  respect to Intellectual Property of
which Seller is licensee, Seller has the right to use such Intellectual Property
as  they  are  currently  being  used  by  Seller  in  the  Business.

          3.1.12     No  Material  Adverse  Effect.  Except  as  disclosed  on
                     -----------------------------
Schedule  3.1.12, there has been no Material Adverse Effect since June 30, 2000.
For  the  purposes of the foregoing, the matters set forth on Schedule 3.1.4 and
Schedule 3.1.9 shall be deemed incorporated by this reference as if such matters
were  set  forth  on  Schedule  3.1.12  in  full.

          3.1.13     Taxes.  Except  as set forth on Schedule 3.1.13, Seller has
                     -----
filed  all  material  non-income  tax  returns  that are required to be filed by
Seller with respect to the Assets or the Business through the Closing Date, such
returns  are  true,  correct  and  complete  in  all  material respects and were
prepared  in  conformity with all applicable laws and regulations, and except as
otherwise  set  forth  in  this  Agreement,  Seller  shall  have paid  all taxes
required  to  be  reported on such returns which are due and are attributable to
any  taxable  period or portion thereof that ends on or before the Closing Date.

          3.1.14     Financial  Statements.  Schedule  3.1.14  consists  of  the
                     ---------------------
audited  financial statement and balance sheet of the Business as of and for the
year  ending December 31, 1999 and the unaudited financial statement and balance
sheet  of  the  Business  as of and for the six (6) month period ending June 30,
2000,  (collectively,  the  "Financial  Statements").  Such Financial Statements
fairly  present  in all material respects the financial condition and results of
operations  of  the  Business  at the date and for the period indicated and have
been  prepared in accordance with GAAP.  To the knowledge of the Seller Parties,
the  Financial  Statements  do  not  contain  any material items of a special or
nonrecurring  nature,  except  as  expressly  stated  therein.  The  Financial
Statements have been prepared from the books and records of the Seller, which to
the  knowledge  of  the  Seller  Parties,  accurately  and  fairly  reflect  the
transactions  of,  acquisitions and dispositions of assets by, and incurrence of
liabilities by the Seller with respect to the Business.  To the knowledge of the
Seller  Parties,  the  Seller  has no material Liabilities of or relating to the
business  of  the  Seller  except for (i) Liabilities reflected on the Financial
Statements, (ii) current liabilities incurred in the ordinary course of business
and  consistent  with past practice after the latest Financial Statements, (iii)
ordinary  course  obligations  under  the  Material  Contracts  and  under other
agreements  entered  into  by  the Seller in the ordinary course of the Seller's
business  that  are  not  included  within the definition of Material Contracts.



          3.1.15.     Absence  of  Material Adverse Change.  Except as set forth
                      ------------------------------------
in  Schedule3.1.12,  since  the  latest  Financial  Statement  date,  except  as
specifically  contemplated  by  this  Agreement,  there  has  not  been, (a) any
material  adverse  change  in the condition (financial or otherwise), results of
operations, assets or Liabilities of the Seller or with respect to the manner in
which  the  Seller  conducts  its  business  or  operations;  (b) any payment or
transfer of assets to or for the benefit of any stockholder of the Seller, other
than  compensation  and  expense  reimbursements  paid in the ordinary course of
business, consistent with past practice; (c) any breach or default by the Seller
or,  to  the knowledge of Sellers, any other party (or event that with notice or
lapse  of  time would constitute a breach or default), termination or threatened
termination  under  any  Material Contracts; (d) any change by the Seller in its
accounting  methods,  principles  or practices; (e) any increase in the benefits
under,  or  the  establishment or amendment of, any bonus, insurance, severance,
deferred  compensation,  pension,  retirement,  profit sharing or other employee
benefit  plan,  or any increase in the compensation payable or to become payable
to directors, officers or employees of Seller, except for annual merit increases
in salaries or wages in the ordinary course of business and consistent with past
practice;  (f)  any  theft,  condemnation  or  eminent  domain proceeding or any
material  damage,  destruction  or casualty loss affecting any asset used in the
business  of  the  Seller,  whether  or  not covered by insurance; (g) any sale,
assignment  or transfer of any asset of the Seller, except sales of inventory in
the  ordinary course of business and consistent with past practices or any sales
of  obsolete  equipment  no  longer  used in the business of the Seller; (h) any
waiver  by  the  Sellers  of  any material rights related to the Business or the
Assets;  (i)  any other transaction, agreement or commitment entered into by the
Seller  or  affecting the Seller's business, operations or assets, except in the
ordinary  course  of  business  and  consistent  with  past practices or (j) any
agreement  or  understanding  to  do  or  resulting  in  any  of  the foregoing.

          3.1.16  Receivables.    This  section  deleted  by  agreement.
                  -----------

          3.1.17  Seller Benefit Plans.  Except as disclosed on Schedule 3.1.17,
                  --------------------
neither the Seller nor any ERISA Affiliate contributes or has at any time within
the  six  calendar  year period preceding the Closing Date contributed or had an
obligation  to  contribute to a multi-employer plan (as defined in Section 3(37)
of  ERISA)  on behalf of the Employees who are employed by Seller as of the date
hereof  which  would  give  rise  to  any  liability  to  Buyer.

          (B)     Following  the  Closing, Buyer will have no liabilities under,
     resulting  from,  or relating to the Seller  Benefit Plans and will have no
     obligation to continue or replace any of the Seller Benefit  Plans,  except
     as expressly provided in Article 11 below.

          (C)     The Seller's 401(k) plan is qualified under Code   401(a), and
     has been operated in compliance  with all applicable  laws and  regulations
     and in accordance with the terms of the plan.

          3.1.18  Title  to  Assets.  Seller  has  good  title  and/or  a  valid
                  -----------------
ownership  interest,  or  a valid leasehold interest, in each of the Assets free
and  clear  of  all  liens,  claims  and  encumbrances  other  than  Permitted
Encumbrances  and  as  set  forth  on Schedule 3.1.18.  Upon consummation of the
transactions  contemplated  hereby, Buyer will have acquired good title and/or a
valid  ownership interest, or a valid leasehold interest, in each of the Assets,
free  and  clear of any liens or encumbrances, except for Permitted Encumbrances
and  liens  and  encumbrances  created  by  or  through  Seller.

          3.1.19     Litigation.  No  injunction  or  order  has  been  issued
                     ----------
restraining  or  prohibiting,  nor  shall any law or decision have been rendered
making  unlawful,  or which would substantially delay or make substantially more
burdensome  (1)  any  transaction  contemplated  by  this Agreement, (2) Buyer's
ownership or use of the Business or any Assets material to the Business, nor has
any  Governmental  Authority  filed  an  action  or threatened to file an action
seeking  any  of  the  foregoing.



     3.2     Representations  and  Warranties  of  Buyer.  Buyer  represents and
warrants  to  the  Seller  parties  as  follows:

          3.2.1     Organization  and  Good  Standing.  Buyer  is  a  limited
                    ---------------------------------
partnership duly organized, validly existing and in good standing under the laws
of  the State of Delaware and has all requisite corporate power and authority to
own  and  lease the properties and assets it owns and leases and to carry on its
business  as  such  business  is presently conducted.  Buyer is duly licensed or
qualified  to  do business in the State and all other jurisdictions in which the
character  of  the  properties and assets owned or leased by it or the nature of
the  business conducted by it requires it to be so licensed or qualified, except
where  the  failure  to  be  so  licensed or qualified would not have a material
adverse  effect  on Buyer, taken as a whole, or the transactions contemplated by
this  Agreement,  taken  as  a  whole.

          3.2.2     Corporate  Authority; Authorization of Agreement.  Buyer has
                    ------------------------------------------------
all  requisite  corporate  power  and  authority  to  execute  and  deliver this
Agreement  and the documents provided for herein to be executed and delivered by
Buyer  at  Closing,  to  consummate  the transactions contemplated hereby and to
perform  its  obligations under this Agreement and related documents.  Buyer has
taken  all  proper  corporate  action to authorize and approve the execution and
delivery  of this Agreement and the documents provided herein to be executed and
delivered  by  Buyer at Closing, the performance of all the terms and conditions
hereof  and  thereof  to  be  performed  by  Buyer  and  the consummation of the
transactions contemplated hereby and thereby.  No other act or proceeding on the
part  of  Buyer is necessary to authorize the execution, delivery or performance
of  this  Agreement  or  such  other documents, or the transactions contemplated
hereby  or  thereby.  This Agreement constitutes (and the documents provided for
herein  to be executed and delivered at the Closing by Buyer will, when executed
and  delivered,  constitute)  the legal, valid and binding obligations of Buyer,
enforceable  against  Buyer  in  accordance  with  their  terms.

          3.2.3     No  Violation.  The  execution and delivery by Buyer of this
                    -------------
Agreement  and  the  documents  provided  herein to be executed and delivered by
Buyer  at  Closing,  the  consummation by Buyer of the transactions contemplated
hereby  and  thereby,  and  the  compliance  by  Buyer with the terms hereof and
thereof,  do not and will not (i) violate or conflict with or result in a breach
of  any provisions of or constitute a default (or an event which, with notice or
lapse  of  any  applicable cure period, or both, would constitute a default), or
require  a  consent  under,  or  result in the termination of, or accelerate the
performance  required  by  or result in the creation of any lien upon any of the
Assets  under,  any  of  the  terms, conditions or provisions of the articles of
incorporation,  bylaws  or  similar  charter  documents of Borrower or, (ii) any
order,  writ,  injunction, decree, statute, rule or regulation of any Government
Authority  applicable  to  Buyer  or  to  the  Assets.

          3.2.4     Litigation.  There  is  no  action,  suit,  proceeding  or
                    ----------
investigation  pending  against Buyer or its affiliates which has been served on
Buyer of its affiliates or, to the best of Buyer's knowledge, threatened against
Buyer  or  its  affiliates  by  which any Person seeks to restrain or enjoin the
performance  by  Buyer  of  this  Agreement.

          3.2.5     Brokers.  No  person acting on behalf of Buyer has any valid
                    -------
claim  against Seller for any brokers or finder's fee or similar compensation in
connection  with  the  transactions contemplated hereby.  Buyer shall indemnify,
defend  and  hold  Seller  harmless  from  and against any and all Claims by any
person  alleging  a  right  to  a  broker or finder's fee from or through Buyer.



          3.2.6     No  Knowledge  of Breach by the Seller Parties. Buyer has no
                    ----------------------------------------------
knowledge  of any Breach by Sellers of any of the representations and warranties
of  Sellers  as  set  forth  in  Section  3.1  above.

          3.2.7     Financing.  Buyer  has,  and  at  the  Closing  will  have,
                    ---------
sufficient  cash,  available  lines  of  credit, or other sources of immediately
available  funds  to  enable  it  to pay the Purchase Price to the Seller at the
Closing.

     3.3.     Waiver  of  Implied  Warranties
              -------------------------------

     (i)  THE  REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES CONTAINED IN
          THIS   AGREEMENT   ARE  EXCLUSIVE  AND  ARE  IN  LIEU  OF,  ANY  OTHER
          REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED. THE SELLER PARTIES MAKE
          NO  REPRESENTATIONS  OR  WARRANTIES  AND  DISCLAIM ALL  LIABILITY  AND
          RESPONSIBILITY  FOR  ANY   REPRESENTATION,   WARRANTY,   STATEMENT  OR
          INFORMATION  ORALLY  OR IN  WRITING  MADE  OR  COMMUNICATED  TO  BUYER
          INCLUDING BUT NOT LIMITED TO ANY OPINION,  INFORMATION OR ADVICE WHICH
          MAY HAVE BEEN PROVIDED TO BUYER BY THE SELLER PARTIES;  AND (B) SELLER
          HAS NOT MADE, AND SELLER HEREBY EXPRESSLY  DISCLAIMS AND NEGATES,  ANY
          IMPLIED  OR  EXPRESS  WARRANTY  OF  MERCHANTABILITY,   FITNESS  FOR  A
          PARTICULAR PURPOSE.

     (ii) THE SELLER  PARTIES  EXPRESSLY  DISCLAIM AND NEGATE,  AND BUYER HEREBY
          WAIVES, (x) ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE QUALITY
          OR   CONDITION   OF  THE   ASSETS;   (y)  ANY   IMPLIED   WARRANTY  OR
          REPRESENTATION,  AS TO THE  QUALITY,  MERCHANTABILITY,  FITNESS  FOR A
          PARTICULAR  PURPOSE,  CONFORMITY TO MODELS OR SAMPLES, OR CONDITION OF
          ANY OF THE ASSETS OR ANY PART THEREOF; AND (z) ALL REPRESENTATIONS AND
          WARRANTIES,  EXPRESS,  IMPLIED OR  STATUTORY,  OTHER THAN THE  EXPRESS
          REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT.

     (iii)THE ITEMS OF PERSONAL PROPERTY,  INVENTORY,  EQUIPMENT,  IMPROVEMENTS,
          FIXTURES  AND  APPURTENANCES  CONVEYED AS PART OF THIS  AGREEMENT  ARE
          TRANSFERRED,  AND BUYER  ACCEPTS  SUCH ITEMS "AS IS, WHERE IS AND WITH
          ALL FAULTS."

     (iv) EXCEPT  AS  OTHERWISE  SET  FORTH  IN  THIS  AGREEMENT,  THERE  ARE NO
          REPRESENTATIONS  AND  WARRANTIES  MADE BY OR ON BEHALF  OF THE  SELLER
          PARTIES.

     (v)  THE SELLER  PARTIES  AND BUYER  ACKNOWLEDGE  THAT THE  WAIVERS IN THIS
          SECTION 3.3 ARE CONSPICUOUS, AND ARE CAPITALIZED IN NOTICEABLE TYPE.

ARTICLE  4.  DUE  DILIGENCE



     4.1     Access  to  Assets.  Upon  execution  of  this Agreement, and until
             ------------------
Closing,  and  as  long as Buyer complies with Section 4.2, Buyer shall have the
reasonable  right to enter upon the Real Property and inspect the Assets located
thereon  and  conduct  such  physical, topographical, geological, environmental,
drainage,  soil  and  engineering studies or inspections as Buyer may reasonably
desire.  Based  upon  the  results of such studies or inspections, Buyer may, at
its  sole discretion, terminate this Agreement, and upon such termination Seller
shall  return  to Buyer all down payments or earnest money.  Buyer shall provide
Seller  reasonable  prior  notice of any access under this Article.  All access,
inspections  and  tests  shall  be non-destructive in nature and Seller shall be
notified  and  shall  have  the  right to approve the protocol of any such tests
prior  to  commencement of the test.  Any and all access and tests shall be done
at  the  sole  cost and expense of Buyer, who shall indemnify Seller for any and
all  claims  arising  directly  from  Buyer's  tests.

     4.2     Access to Records.  Upon reasonable notice from Buyer, Seller shall
             -----------------
provide  Buyer  reasonable  access during Seller's regular business hours to the
Records.  The  disclosure  of  any  privileged  document or information to Buyer
shall  not  constitute  a  waiver  of  the applicable privilege, and Buyer shall
promptly  following  written  request  of Seller return to Seller all originals,
copies  and derivations of any such document or information unless such document
or information primarily relates to the Assets or an Assumed Liability.  Any and
all  access  shall  be  done  at  the  sole cost and expense of Buyer, who shall
indemnify  Seller  for  any  and  all  claims  arising  from Buyer's activities.

     4.3     Access  to  Persons.  Seller  shall provide Buyer reasonable access
             -------------------
during  Seller's  regular  business  hours  to  Seller's  employees,  agents and
representatives.  Notwithstanding  the foregoing, Buyer shall not contact any of
Seller's employees, agents or representatives unless and until the parties shall
have reasonably agreed (orally or in writing) upon the manner in which and terms
pursuant  to  which  such  access shall be provided, including any agreements or
understandings  (orally  or  in writing) made prior to the date hereof.  Any and
all access shall be done at the sole cost, liability, risk and expense of Buyer.

     4.4     Other  Due  Diligence.  Prior  to  the  Closing, and subject to the
             ---------------------
terms and conditions of this Agreement, Buyer may conduct such other examination
or  investigation  of  public  records  relating  to the Assets or third persons
having knowledge of the Assets as Buyer may choose to conduct in its discretion.

     4.5     Supplemental  Disclosures.  From time to time prior to the Closing,
             -------------------------
the  Seller  will promptly deliver a Supplemental Disclosure with respect to any
matter hereafter arising which, if existing or occurring at or prior to the date
hereof,  would  have  been  required  to be set forth or listed in the Schedules
hereto  or  which  is  necessary  to  complete or correct any information in the
Schedules.Any  matters  set  forth  on  the Supplemental Disclosurewhich are not
cured  or remedied by Seller prior to Closing or waived by Buyer, and any Claims
relating  thereto,  shall  survive  Closing  and  shall be subject to Article 10
hereof.  Any  matters  set forth on the Supplemental Disclosure shall be subject
to  the  provisions  of  4.6.

     4.6     Inaccuracies  of  Representations  and  Warranties.  Should  Buyer
             --------------------------------------------------
reasonably  determine that any one or more of the representations and warranties
of  Seller Parties set forth in Section 3.1 are or would be untrue or misleading
as  of  the  Closing  Date,  then  Buyer shall deliver written notice thereof to
Seller  Parties  prior to the Closing Date.  Thereafter, Seller Parties may make
reasonable efforts to cure or remedy such inaccuracies or the effect on value of
such  inaccuracies to Buyer's reasonable satisfaction prior to the Closing Date.
If  Seller  Parties  do  not cure or remove such inaccuracies, including without
limitation  any  Supplemental Disclosures, or any other item Buyer was aware of,
then  Buyer  may  elect,  by  written  notice, not to Close and to terminate all
further  obligations  of the parties to each other (except for those obligations
which  survive  pursuant  to  Subsection  10.2.1).



ARTICLE  5.  OPERATIONS

     5.1     Permits;  Environmental  Requirements.  Buyer  shall  be  solely
             -------------------------------------
responsible  for  compliance with Permits and Environmental Requirements (except
to  the extent such Permits and Environmental Requirements relate to Pre-Closing
Environmental Liabilities, for which Seller shall remain financially responsible
and  liable) affecting the Business and the Assets after the Closing (whether or
not  Seller  is  the  permit  holder  under  such  Permits).

ARTICLE  6.  PRE-CLOSING  COVENANTS

          6.1     Certain Covenants of Seller Pending Closing.  Between the date
                  -------------------------------------------
of  this  Agreement  and  the  Closing  Date:

          6.1.1     Conduct  of Business.  Except as expressly permitted by this
                    --------------------
Agreement  or  as  otherwise  approved  by  Buyer in writing, Seller shall have:

               (A)     conducted  the  Business in substantially the same manner
     as  heretofore  conducted  by  Seller  in  all  material  respects;

               (B)     used  reasonable  efforts  to  (i) maintain in effect all
     Permits  material to the  operation of the Assets which are material to the
     Business as presently operated by Seller; (ii) maintain the Assets material
     to the Business in their present  operating  condition  and repair  (normal
     wear and tear excepted); (iii) keep available the services of the Employees
     who are employed by Seller as of the date hereof (other than  Employees who
     Buyer informs Seller will not be Transferred  Employees,  and Employees who
     resign or are  terminated for cause);  and (iv) maintain its  relationships
     with customers, suppliers and others having business dealings with it;

               (C)     made  payments  in  respect of accounts payable and other
     obligations  of the  Business in a manner and at times  consistent,  in the
     aggregate, with prior practice;

               (D)     performed  in all material respects its obligations under
     the  Material  Contracts,  and  comply in all  material  respects  with all
     applicable laws applicable to the Business;

               (E)     not  entered  into  or  assume  any contract or agreement
     which,  if entered  into or assumed  prior to the date  hereof,  would be a
     Material Contract;

               (F)     not  granted  (or committed to grant) any increase, other
     than periodic increases and bonuses consistent with past practices,  in the
     compensation  of any  Employee or  institute,  adopt or amend (or commit to
     institute,  adopt or amend)  any  compensation  or  benefit  plan,  policy,
     program or arrangement or collective bargaining agreement applicable to any
     such Employee,  except as otherwise expressly provided in this Agreement or
     as otherwise disclosed by Seller to Buyer.



          6.1.2     Expenses.  Seller  shall  not  have  made any commitments to
                    --------
expend  funds  or otherwise incur any other obligations or liabilities in excess
of  $50,000  per  such expense, in connection with the ownership or operation of
the  Assets,  other  than  (i)  expenses incurred in the normal operation of the
Assets; (ii) commitments, obligations and liabilities which will be satisfied as
of  the  Closing  Date; (iii) expenses incurred to resolve emergency conditions,
(iv)  as  may  be  required pursuant to the terms of Permits; (v) expenses which
Seller  has  reserved  against  on  the  financial  statements  referred  to  in
Subsection  3.1.14;  and (vi) expenses payable under or pursuant to the Material
Contracts.

          6.1.3  Transfers.  Except  as  otherwise provided herein, Seller shall
                 ---------
not have sold, transferred or abandoned any portion of the Assets other than the
sale,  transfer  or  abandonment,  in  the  ordinary  course  of  conducting the
Business, of Assets or having a per item fair market value of more than $50,000.

          6.1.4  Material  Contracts.  Seller  shall  not have amended, altered,
                 -------------------
modified,  waived  or  terminated  any  Material  Contract.

          6.1.5  Financial  Statements.  Seller  shall  provide to Buyer audited
                 ---------------------
financial statements of the Business (including balance sheets and statements of
operations  and cash flows) as of and for the year ending December 31, 1999, and
unaudited  financial  statements  of  the  Business for the six (6) month period
ending  June  30, 2000, prepared in accordance with GAAP.  Seller shall promptly
deliver  copies  thereof  to  Buyer  upon  receipt  and/or  preparation  of such
financial  statements,  but  in  no  event  later  than  the  Closing  Date.

          6.1.6     Transfer of Permits.  Seller shall reasonably cooperate with
                    -------------------
Buyer  with  regard  to  the  application  for  transfer  of  any  Permits.

          6.1.7     Closing  Conditions.  Seller  shall  make  reasonable  best
                    -------------------
efforts  to  satisfy  all  conditions  necessary  to  Close and shall reasonably
cooperate  in  good  faith  with  Buyer  in  Buyer's  efforts  to  Close.

ARTICLE  7.  TAXES;  PRORATIONS

     7.1     Payment  of Ad Valorem and Property Taxes.  To the extent that they
             -----------------------------------------
are  accurately  reflected  on  the June 30, 2000 balance sheet of the Financial
Statements  and  have  been accrued on a consistent basis since June 30, 2000 to
the  Closing  Date,  all  ad  valorem  taxes,  personal  property taxes, special
assessments, direct assessment, general assessments and similar obligations (and
any  refunds, credits and the like) for the appropriate periods shall be paid by
Buyer  notwithstanding  the period of ownership of Seller or Buyer.  Buyer shall
file  or  cause  to  be  filed all required reports and returns incident to such
taxes,  assessments  and  similar obligations which are due on or after Closing,
and  shall  pay  or  cause  to be paid to the taxing authorities all such taxes,
assessments  and  similar  obligations  reflected  on  such  reports or returns.

     7.2     Sales,  Use  and Transfer Taxes.  Buyer shall be liable for and pay
             -------------------------------
any  stamp,  deed, transfer, sales, use, excise, business, occupation, franchise
or  other  similar  taxes imposed in connection with the transfer of the Assets.
Buyer shall be liable for and pay any conveyance, transfer and recording fees or
taxes  imposed  in  connection  with the transfer of the Assets.  Buyer shall be
liable  for  and  pay any penalties and interest which may accrue as a result of
Buyer's  failure  to  make  timely  payment.



ARTICLE  8.  CLOSING

     8.1     The  Closing.  The  Closing  shall  be  consummated  at  10:00 a.m.
             ------------
Central  Standard  Time  on the Closing Date at the offices of Thompson, Knight,
Brown,  Parker & Leahy, LLP, 1200 Smith Street, Suite 3600, Houston, Texas 77002
or  at  such  other  place and hour as may be mutually agreed upon by Seller and
Buyer.  If  either  Seller  or Buyer has not performed the conditions to Closing
applicable  to  such party hereunder and the performance of such conditions have
not  been waived, in either case as of the Closing Date, then the party that has
performed  and  stands ready to close shall have the one-time right (but not the
obligation)  to  postpone  the  date  of Closing to a business day no later than
fifteen  calendar  days  from  the  Closing  Date.

     8.2     Events  at  Closing.  At  Closing:
             -------------------

          8.2.1     Seller  shall:

               (A)     Execute,  acknowledge  and  deliver  to  Buyer  a Special
     Warranty Deed for the Real Property  substantially  similar to the form set
     forth in Exhibit B.

               (B)     Execute  and  deliver  to  Buyer  the  Bill  of  Sale.

               (C)     Execute  and  deliver  to Buyer one original affidavit or
     other  certification  (as  permitted  by such  code)  that  Seller is not a
     "foreign person" within the meaning of Section 1445 (or similar provisions)
     of the Internal  Revenue Code of 1986,  as amended  (i.e.,  Seller is not a
     nonresident alien, foreign corporation,  foreign partnership, foreign trust
     or  foreign  estate  as  those  terms  are  defined  in such  code  and the
     regulations promulgated thereunder).

               (D)     Execute  and  deliver  to  Buyer one original withholding
     exemption  certificate for each state in which the Assets are located which
     has a law similar to Section 1445 of the Internal Revenue Code.

               (E)     Transfer  to  Buyer  (subject  to the terms of applicable
     operating agreements and other provisions hereof) possession and control of
     all of the Assets effective as of the Closing Date.

               (F)     Buyer  shall have received an opinion of Seller's Counsel
     to the effect set forth in Subsections 3.1.1,  3.1.2, 3.1.3 (to the best of
     their  knowledge),  and 3.1.4 (to the best of their knowledge) and that the
     forms of conveyance documents are legally sufficient to convey to Buyer all
     of  Seller's  right,  title  and  interest  in the  Assets,  in form and in
     substance reasonably satisfactory to Buyer.

               (G)     Seller  shall  have  obtained  all consents and approvals
     which are required in connection  with  transactions  contemplated  hereby,
     other than consents and approvals which Buyer and Seller  reasonably  agree
     are not material.

     8.2.2     Buyer  shall:

               (A)     Deliver  to  Seller  the  Purchase  Price less the Escrow
     Amount.



               (B)     Buyer  shall  retain  Five  Hundred  Thousand  Dollars
     ($500,000.00)  (the  "Escrow  Amount")  until the  earlier of the  parties'
     agreement as to the Final Settlement Statement or January 1, 2001, at which
     time the Escrow Amount,  plus interest accrued thereon at the "Escrow Rate"
     (as  defined  herein),  shall be  delivered  to Seller by wire  transfer of
     immediately  available funds to an account designated by Seller;  provided,
     however,  that Buyer shall not  deliver  any  portion of the Escrow  Amount
     which is the  subject  to either  (x) an unpaid  claim for  indemnification
     under  Article 10 of which  Seller has been  notified  in writing  prior to
     January 1, 2001 or (y) an unpaid  claim for an  adjustment  to the Purchase
     Price (either type of claim being an "Escrow Claim"). The Escrow Rate shall
     be a rate of 5% per annum.

               (C)     Seller  shall  have received an opinion letter of Buyer's
     in house  General  Counsel  to the effect  set forth in  Subsection  3.2.1,
     Subsection  3.2.2,  Subsection 3.2.3 (to the best of his knowledge and with
     respect  to the  Agreement),  and  Subsection  3.2.4  (to  the  best of his
     knowledge), in form and in substance reasonably satisfactory to Seller.

               (D)     Buyer  shall  have  obtained  all  consents and approvals
     which are required under the Permits listed on Schedule 3.1.8 in connection
     with the  consummation of the  transactions  contemplated  hereby and which
     Buyer and Seller  reasonably  agree are  material  and  necessary  prior to
     Closing. With respect to Permits listed on Schedule 3.1.8 for which consent
     or approval is not  available and which Buyer and Seller  reasonably  agree
     are material,  then Buyer shall have obtained a Permit in Buyer's name from
     the Government Authority issuing such Permit listed on Schedule 3.1.8.

               (E)     Execute  and  deliver to Seller a counterpart to the Bill
     of  Sale.

     8.2.3     Buyer  and  Seller  shall:

               (A)     Execute  and deliver assignments of the Patents and Marks
     on such forms as the United States Patent and Trademark Office requires for
     assignment  of  patents  and/or  trademarks  or  substantially  in the form
     Assignments attached as Exhibits C and D.

               (B)     Execute  and deliver such other instruments and documents
     as may be reasonably necessary to consummate the transactions  contemplated
     hereby.

     8.3     Effect  of  Closing.  Except  as  otherwise  provided  herein,  all
             -------------------
obligations of the parties wholly or partially to be performed after the Closing
shall  survive  the  Closing.  Without limiting the generality of the foregoing,
except  as  otherwise  provided  herein, all obligations of a party to indemnify
another  person  contained  herein  shall  survive  the  Closing.

ARTICLE  9.  POST-CLOSING  COVENANTS



     9.1.     Final  Settlement  Statement.  Buyer  shall  deliver  the  Final
              ----------------------------
Settlement  Statement  to  Seller not later than 90 days after Closing, together
with  such  supplemental  calculations  and  information  as shall be reasonably
necessary  or  appropriate  to  enable Seller to determine the accuracy thereof.
Within  30  calendar days of Seller's receipt of the Final Settlement Statement,
Seller  shall  notify  Buyer  in  writing  whether  Seller  approves  the  Final
Settlement  Statement.  If  Seller  approves  the Final Settlement Statement, or
fails  to  notify  Buyer  of  its  disapproval in the manner and within the time
specified  above,  then  the Final Settlement Statement shall be as delivered to
Seller.  If  Seller disapproves the Final Settlement Statement, then the parties
shall  use  their  reasonable  best  efforts to agree upon the amounts to be set
forth  in  the  Final  Settlement  Statement, and the Final Settlement Statement
shall be amended accordingly.  If Seller and Buyer cannot agree upon the amounts
to  be  set forth in the Final Settlement Statement, then the accounting firm of
Deloitte  & Touche,  LLP,  or  its  successor,  is  designated  to  act as sole
arbitrator  and  to  decide all points of disagreement with respect to the Final
Settlement Statement, such decision to be binding on both parties.  If such firm
is  unwilling  or  unable  to serve in such capacity, Seller and Buyer shall use
reasonable  best  efforts  to  designate  and retain another mutually acceptable
internationally-recognized  accounting  firm  not  retained  for  general  audit
purposes  by  either  of them as the sole arbitrator under this Section.  If the
parties cannot agree upon the individual at any such accounting firm who will be
primarily  responsible  to  act as arbitrator, then either party may request the
appointment  of  such individual by the managing partner thereof.  If Deloitte & Touche,  LLP,  or  its  successor,  is  unwilling  or unable to serve and if the
parties  are  unable to jointly designate and retain another mutually acceptable
accounting  firm  as  the  sole arbitrator, then Seller or Buyer, may in writing
request  that  the  American  Arbitration Association designate an accounting or
accounting  firm  to  serve  as  sole arbitrator.  The costs and expenses of the
arbitrator, whether the firm designated above, or otherwise designated, shall be
shared  equally  by  Seller  and  Buyer.  Within 5 business days after the Final
Settlement  Statement  has  been agreed upon or disagreements resolved, Buyer or
Seller,  as  the  case may be, shall promptly make a payment by wire transfer of
immediately  available  funds  to  the  other  party  in  an amount equal to the
difference between the Purchase Price as set forth herein and the Purchase Price
as  set  forth  on the Final Settlement Statement, together with interest at the
rate  of 5% per annum for the period from and including the Closing Date through
and  including  the  date  of  payment.  Buyer  shall,  to  the extent it is not
directly  paid  by  Seller,  be  entitled  after the amount of the difference in
Purchase  Price,  if  any,  is  finally  determined to deduct such difference as
reflected  on  the  Final  Settlement  Statement  from  the  Escrow  Amount.

     9.2.     Accounts  Receivable.
              ---------------------

     All accounts receivable, notes receivable and other monies due and owing to
the  Baylor  Companies  (the  "Receivables")  shall  be  correctly set forth and
reflected  on  the  Final  Settlement Statement.  To the Seller's knowledge, the
Receivables  are collectible net of reserves without set-off, within 120 days of
the  date  it  first  becomes  due  and  payable.  Buyer  shall use commercially
reasonable  efforts,  consistent  with  its  past  practices  to  collect  the
Receivables.  Any Receivables remaining uncollected by Buyer after 120 days from
the  Closing Date shall be repurchased by Seller under an AS IS Bill of Sale and
Assignment  substantially  similar  to  Exhibit  A  for  the  full value of such
uncollected  Receivables less the reserve for doubtful accounts reflected on the
Business'  balance  sheet as of the Date of Closing.  Buyer shall, no later than
120 days from the Closing Date, tender to Seller the value of any excess reserve
for  doubtful  accounts for the Receivables.  This section shall be Buyer's sole
remedy  with  respect  to  the  Receivables.

     9.3.     Books  and  Records.
              --------------------

     (A)     Prior  to the Closing, Seller may make and retain duplicates of the
documents  referred to in Sub-Section 1.2.5 above (for purposes of this Section,
"1.2.5  Data").  Seller  may  remove  the  1.2.5 Data at any time after the date
hereof,  so long as Seller maintains the 1.2.5 Data in Houston, Texas where they
are  reasonably  accessible  to  Buyer.



     (B)     For  a  period of five (5) years after the Closing Date, or for any
longer  periods required by any Assumed Liability, any Environmental Liabilities
or  any  Government  Authority or prudent in connection with ongoing litigation,
Buyer  shall  retain  the  Records in its possession and shall make such Records
available to Seller for inspection and copying upon reasonable notice at Buyer's
offices,  at  reasonable  times  and  during  regular office hours.  Buyer shall
maintain those Records in its possession which contain non-public proprietary or
trade  secret  information strictly confidential and shall not disclose any such
Records  to  any  person  or  Government  Authority,  unless  such disclosure is
required by applicable law, rule or regulation.  Seller shall use its reasonable
best  efforts  to  obtain  consents,  waivers  or  releases  from  third parties
necessary  to  enable Seller to transfer to Buyer at Closing all records subject
to  confidentiality  obligations.  Seller shall retain the documents referred to
in  Sub-Section  1.2.5 in its possession and shall make such documents available
to  the  Buyer  for  inspection  and  copying upon reasonable notice at Seller's
offices at reasonable times and during regular business hours until such time as
the  Final  Settlement  Statement  has  been  agreed  upon or disagreements with
respect  thereto  have  been  resolved  pursuant  to  Sub-Section  12.1.

     9.4     Public  Announcements.  No  party  hereto  shall  make  any  public
             ---------------------
announcement  or  statement  with respect to this Agreement nor the transactions
contemplated  hereby without the prior written consent of the other to the form,
content  and  timing  of such announcement or statement.  However, any party may
make  such  announcement  or  statement upon (a) receiving advice of its counsel
that the making of such public announcement or statement, and the specific form,
content  and  timing thereof, is required by applicable law, rule or regulation;
and  (b)  giving  as  much  prior  notice to the other party regarding the form,
content  and  timing  as  is  reasonably  practicable  under  the circumstances.

     9.5     Restrictions  on  Sale of Assets.  No sale or other transfer of any
             --------------------------------
interest in any of the Assets at any time after the Closing Date shall relieve a
party  to  this Agreement (or any successor by merger) of any of its obligations
hereunder  (including without limitation all obligations regarding Environmental
Liability)  with  respect  to  any  such  Assets  or  interest  therein.

     9.6     Non-Competition.
             ----------------

          9.6.1     Scope.  From  the Closing Date through the third anniversary
                    -----
of  the  Closing  Date, Seller Parties shall neither, directly or indirectly (i)
acquire  a  controlling interest in any entity that is in the Business, nor (ii)
except as provided in Section 11.1, solicit for employment any individual who is
an employee of the Buyer at such time or was an employee of the Buyer during the
year  prior  to  such  time.

     9.6.2     Enforcement.
               -----------

               (A)     Seller  Parties  acknowledge that their obligations under
     this Section are a material inducement to Buyer's execution and performance
     of this Agreement and that the  restrictions  contained in this Section are
     reasonable  as to time,  geographic  area and scope of activity  and do not
     impose a greater  restraint  than is  necessary to protect the goodwill and
     other legitimate business interests of Buyer.



               (B)     If the provisions of this Section are found by a court of
     competent  jurisdiction  to contain  unreasonable  limitations  as to time,
     geographic area or scope of activity, then such court is hereby directed to
     reform,  such  provisions  to the  minimum  extent  necessary  to cause the
     limitations  contained  therein as to time,  geographical area and scope of
     activity to be reasonable and enforceable.

               (C)     Seller  Parties  acknowledge  that  Buyer  would  be
     irreparably  harmed by any violation of its obligations  under this Section
     and that,  in addition to all other rights or remedies  available at law or
     in equity,  Buyer will be entitled to seek  injunctive and other  equitable
     relief to prevent or enjoin any such violation.

     9.7     Pending  and  Threatened  Litigation.
             -------------------------------------

          9.7.1     Litigation.  From and after the Closing Date, Seller Parties
                    ----------
shall  be  solely  responsible  for,  and shall indemnify, defend and hold Buyer
harmless  from  and  against,  the  costs  of  defense and/or prosecution of the
proceeding  identified  on  Schedule  3.1.4.

          9.7.2     Other  Litigation.  Except  to the extent otherwise provided
                    -----------------
in  Subsection  9.5.1, Seller Parties shall be solely responsible for, and shall
indemnify, defend and hold Buyer harmless from and against, the costs of defense
and/or  prosecution of all other actions and proceedings with respect to conduct
or sales of goods in connection with the Business occurring prior to the Closing
including  any actions and proceedings pending at or threatened in writing prior
to  the Closing, and the payment of any judgments or settlements with respect to
such  actions  and proceedings.  Buyer shall, at no out-of-pocket cost to Buyer,
reasonably  cooperate  with  Seller  Parties  in connection with Seller Parties'
pursuit  or  defense  of  any  such action or proceeding, and any preparation or
investigation  relating  thereto.  Without  limiting  the  generality  of  the
foregoing,  Buyer  shall  reasonably  make  available  to  Seller  Parties  for
interview,  deposition and testimony those Transferred Employees then in Buyer's
employ  having  knowledge  relating  to  such action, proceeding, preparation or
investigation  and  shall  reasonably  make  available Records relating thereto.

     9.8     Cooperation  Regarding  Permits.  Seller shall reasonably cooperate
             -------------------------------
with  Buyer  in  providing  information  required by Buyer to obtain or transfer
Permits  necessary  for  conducting  operations  and  business.

     9.9.     Warranty  Work.  Buyer  shall  perform  all  service,  repair,
              --------------
replacement  and similar work required under the Seller's written warranties for
services  provided  and  products sold by the Business prior to the Closing Date
("WARRANTY  WORK"),  in  a  workman-like  manner and consistent with the Buyer's
practices.  Prior  to  commencing any such Warranty Work reasonably estimated to
cost  more  than  $5,000.00,  Buyer  shall  notify the Seller in writing of such
Warranty  Work  claim,  providing  in  reasonable  detail  the  then  known  the
contractual  basis  therefor,  the  scope  of  the  Warranty Work proposed to be
performed  and  the estimated expense, if possible, to be incurred in connection
therewith.  Upon  receipt  of  notice  of  a claim for Warranty Work, the Seller
shall  promptly,  but  in  no  more  than two (2) business days, advise Buyer in
writing  of  any  objections  the  Seller  may  have  that the proposed scope of
Warranty  Work  exceeds  that  required  under  the Seller's pre-closing written
warranty  requirements,  specifying  the  basis  therefor, and the parties shall
thereafter  attempt  to  negotiate,  diligently  and  in  good faith, a mutually
satisfactory  resolution  to any matters in dispute.  Buyer may proceed with the
Warranty Work upon the earlier to occur of (i) three (3) business days after the
Seller's  receipt  of  notice  of  the claim for Warranty Work, if Buyer has not
received  prior  notification  of  the  Seller's  objections thereto or (ii) the
parties'  resolution  of  all  disputed matters with respect to such claim.  The
Buyer  shall  not make a claim for reimbursement by Seller until it has utilized
the warranty reserve as reflected on the Final Settlement Statement and then any
such claim shall be subject to Section 10.4.1.  Seller shall reimburse Buyer for
any  such  Warranty  Work  in  an  amount  equal  to  Buyer's  standard  costs.



     9.10     Seller Employee Plans.  To the extent permissible under applicable
              ---------------------
law,  Seller  shall  cause  an  amount  equal  to  any remaining balance held in
Seller's  Medical  Care Reimbursement Plan and Dependent Care Assistance Plan to
be  transferred  to the Buyer and Buyer shall use such amount for the benefit of
all  Transferred  Employees.

ARTICLE  10.  INDEMNIFICATION;  SURVIVAL

     10.1     Certain  Agreements  and Acknowledgements.  The provisions of this
              -----------------------------------------
Article  10  are  the result of mutual compromise and an allocation of risk with
respect  to  the  subject matter hereof.  The provisions of this Article 10 have
been  given  individual  weight  by the parties in connection with entering into
this  Agreement and the setting of the Purchase Price.  Buyer and Seller Parties
intend that the allocations of risk and responsibility contained in this Article
10 are mutually intended by them to be given full effect and that the rights and
remedies  contained  in this Article 10 are exclusive of all other statutory and
common  law  rights  and  remedies  with  respect  to the subject matter of this
Article  10.

     10.2     Indemnification.
              ----------------

          10.2.1     Seller's  Indemnification.  From  the  period  after  the
                     -------------------------
Closing Date until September 1, 2001, Seller Parties shall defend, indemnify and
hold Buyer harmless from and against (a) any and all Claims (whether third-party
or  otherwise),  arising out of, resulting from or relating to (i) the ownership
and/or  operation of the Assets or the Business by any Person before the Closing
Date,  except  the Assumed Liabilities; (ii) any misrepresentation or inaccuracy
of  any  representation  or  warranty  made by Seller Parties in this Agreement;
(iii)  any  other  liability  or obligation expressly retained by Seller Parties
under  this Agreement; and (iv) the breach of, or failure to perform or satisfy,
any  of  the  covenants of Seller Parties set forth in this Agreement.  Provided
however,  Seller  Parties' indemnification of Buyer from and against any and all
Claims  arising  out of, resulting from or relating to Pre-Closing Environmental
Liabilities shall continue until September 1, 2002.  Seller Parties shall defend
Buyer from and against any allegation made by a third party that, if true, would
constitute  a  misrepresentation or inaccuracy of any representation or warranty
made  by  Seller  Parties  in  this  Agreement.

          10.2.2     Buyer's Indemnification.  From the period after the Closing
                     -----------------------
Date  until the September 1, 2001, Buyer shall defend, indemnify and hold Seller
Parties harmless from and against (a) any and all Claims (whether third-party or
otherwise),  arising  out  of,  resulting  from or relating to (i) the ownership
and/or  operation  of the Assets or the Business by any Person after the Closing
Date  including  without  limitation  the  Assumed  Liabilities;  (ii)  any
misrepresentation  or inaccuracy of any representation or warranty made by Buyer
in this Agreement; (iii) any other liability or obligation expressly retained by
Buyer  under  this  Agreement;  and (iv) the breach of, or failure to perform or
satisfy, any of the covenants of Buyer set forth in this Agreement.  Buyer shall
defend  Seller  from  and against any allegation by a third party that, if true,
would  constitute  a  misrepresentation  or  inaccuracy of any representation or
warranty  made  by  Buyer  in  this  Agreement.  Provided  however,  Buyer shall
indemnify  the Seller Parties, until September 1, 2002, from and against any and
all  Claims  arising  out  of,  resulting  from  or  relating  to  Environmental
Liabilities  which  arise  from  the Business or Real Property from or after the
Closing  Date.



     10.3     Claims Procedure.  Promptly upon discovery of a Claim with respect
              ----------------
to  which  the  party  giving notice believes it may be entitled to indemnity or
defense,  Seller Parties or Buyer, as may be the case, shall give prompt written
notice  to  the  other  thereof.  The  party  giving  notice of a Claim shall be
referred to as the "Indemnified Party" and the party receiving notice of a Claim
shall  be  referred  to  as  the  "Indemnifying  Party."  In  the event that the
Indemnified Party gives notice of a Claim to the Indemnifying Party, such notice
shall set forth the facts known to the Indemnified Party pertaining to the Claim
and  shall specify the manner in which the Indemnified Party proposes to respond
to the Claim.  Within ten days of receipt of such notice, the Indemnifying Party
shall commence the investigation of the Claim specified in such notice and shall
complete  such  investigation  within  thirty  (30) days of Indemnifying Party's
receipt  of  such  notice.  Within  ten  (10)  days  of  the  completion  of the
investigation,  the  Indemnifying Party shall state in writing:  (i) whether the
Indemnified Party may proceed to respond to the Claim in the manner set forth in
its  notice  and (ii) whether the Indemnifying Party shall assume responsibility
for  and conduct the negotiation, defense or settlement of the Claim, and if so,
the specific manner in which the Indemnifying Party proposes to proceed.  If the
Indemnifying Party does elect to assume responsibility and such control, (i) its
defense  against  the Claim shall be conducted by the Indemnifying Party and its
counsel  at  its  expense  in  a manner reasonably satisfactory and effective to
protect  the  Indemnified  Party  to  the extent required hereunder and (ii) the
Indemnifying  Party  and  its  counsel  shall  keep  the Indemnified Party fully
advised  as  to  its  conduct  of such defense.  If the Indemnifying Party shall
undertake at any time to compromise any such Claim, it shall promptly notify the
Indemnified  Party  of  its  intention to do so and shall obtain the Indemnified
Party's  prior  written  consent  to  any  final compromise or settlement, which
consent  shall  not  be unreasonably withheld.  If the Indemnifying Party should
fail to defend against any such Claim to the extent required hereunder, then the
Indemnified Party may assume control of the defense and, with the consent of the
Indemnifying  Party,  which shall not be unreasonably withheld, settle the Claim
at  the  Indemnifying  Party's  expense.  Notwithstanding  the  foregoing,  the
Indemnified  Party  shall  have  the  right  at  all times to participate in the
defense of any Claim hereunder with its own counsel and at its own expense.  All
provisions  of  this  Agreement  requiring  a  party to indemnify another person
(including  without  limitation those set forth in Article 5) shall be deemed to
incorporate  this  Section by reference, and all notices and actions relating to
Claims  thereunder  shall be made in the manner set forth in, and subject to the
terms  and conditions of, this Section 10.3 (except to the extent that Article 5
provides  alternate  or  supplemental  procedures  applicable  thereto).

     10.4     Limitation  on  Liability.
              --------------------------

          10.4.1     Threshold  For  Indemnification.  Notwithstanding  anything
                     -------------------------------
herein  to  the  contrary,  neither  the Seller Parties nor Buyer shall have any
obligation  to indemnify, defend and/or hold any Person harmless from or against
any  Claims  arising  out  of,  resulting  from  or  related  to  (x)  any
misrepresentation  or  inaccuracy of any representation or warranty made by such
party  in  this  Agreement, or in any other agreement, instrument or certificate
delivered  in  connection  herewith,  (y)  any  warranty  claim in excess of the
warranty  reserve  as  reflected  on  the Final Settlement Statement, or (z) any
breach,  default  or  nonperformance by such party of any agreement, covenant or
obligation  contained  in  Article  10, unless and until the aggregate damage or
loss  actually incurred by such party in connection with all such Claims exceeds
$300,000.00,  in  which  case the indemnity hereunder shall apply to such Claims
and  any  individual  future Claim or Claims incurred by the members of Buyer or
Seller,  as the case may be.  The foregoing threshold limitation shall not apply
to  any  breach  with respect to the Final Settlement Statement adjustment under
Section  9.1  or  the  Receivables  adjustment  under  Section  9.2.  hereof.



          10.4.2     Limitation  on  Indemnification.  Notwithstanding  anything
                     -------------------------------
herein  to  the contrary, the Seller Parties nor Buyer shall have any obligation
to  indemnify, defend and/or hold any Person harmless from or against any Claims
in  excess  of  the  Ten  Million  Dollars  ($10,000,000.00).

          10.4.3     Intentional Breach.  Notwithstanding anything herein to the
                     ------------------
contrary,  the  limitations contained in Section 10.4.1 and Section 10.4.2 shall
not  apply  to  any  Claims,  arising  out  of, resulting from or related to any
fraudulent  misrepresentation  or  a  willful  breach  by  a party of a covenant
contained  herein.

     10.5     Survival  of  Representations  and  Warranties.  The  express
              ----------------------------------------------
representations  and  warranties contained in this Agreement shall survive until
September  1,  2001,  provided  that  if  a  claim  is  made in writing prior to
September  1,  2001  or  a  legal  action  is  commenced in a court of competent
jurisdiction  with  respect  thereto  prior to September 1, 2001, then the Claim
relating  to  such  representation  and  warranty  shall  survive  until a final
judgment  is  entered  in  such  action.  Seller  Parties'  representations  and
warranties concerning or relating to Pre-Closing Environmental Liabilities shall
continue  until  September  1, 2002, provided that if a claim is made in writing
prior  to  September  1,  2002  or  a  legal  action  is commenced in a court of
competent jurisdiction with respect thereto prior to September 1, 2002, then the
Claim  relating  to  such  representation and warranty concerning or relating to
Pre-Closing  Environmental  Liabilities  shall survive until a final judgment is
entered  in  such  action.

     10.6     Exclusive  Remedy.  THE PARTIES ACKNOWLEDGE  AND  AGREE  THAT  THE
              -----------------
REMEDIES  SET  FORTH  IN  THIS  AGREEMENT,  INCLUDING THE DEDUCTIBLES, LIABILITY
LIMITS,  SURVIVAL PERIODS, DISCLAIMERS AND LIMITATIONS ON REMEDIES, ARE INTENDED
TO  BE,  AND  SHALL BE, THE EXCLUSIVE REMEDIES WITH RESPECT TO ANY ASPECT OF THE
TRANSACTIONS  CONTEMPLATED  BY  THIS  AGREEMENT.

ARTICLE  11.  EMPLOYMENT  MATTERS

     11.1     Offers  of  Employment.  Buyer  shall offer to employ a minimum of
              ----------------------
85%  of  the Employees identified on the list referred to in Schedule 11.1 list,
subject  to  each  such Employee's satisfactory completion of Buyer's employment
application  process,  including  any  reasonable  screening  processes  and
procedures.  Buyer's  obligation  to  offer  employment  in  accordance with the
preceding  sentence  shall  apply to Employees on short term disability or other
leave  of  absence  only  if  such  Employees return to active work within three
months  of  the  Closing  Date;  provided,  further,  that  Buyer  shall have no
liability  for any sick pay, disability pay or benefits with respect to any such
Employee  unless and until such Employee is actively at work for Buyer.  Without
Buyer's  prior  written consent, Seller Parties shall not solicit the employment
of  any  Employees  identified  on  the  list  referred  to in Schedule 11.1. At
Closing,  Buyer  shall  deliver  to  Seller  a list of Employees who will not be
offered  employment  by  Buyer.  Except as to employees covered under employment
contracts identified on Schedule 3.1.10, all offers of employment shall be on an
"at-will"  employment  basis.



     11.2     Terms  of  Employment.  The employment of Transferred Employees by
              ---------------------
the  Buyer  shall  be  upon  the  following  terms  and  conditions:

          11.2.1     Compensation.  Buyer shall pay Transferred Employees a base
                     ------------
rate  of  pay  equal  to  the  base  rate payable by Seller on the Closing Date.

          11.2.2     Vacation  Program.  Buyer  shall  recognize  service  of
                     -----------------
Transferred  Employees  as  recognized by Seller for future vacation entitlement
and  accruals  under  Buyer's  vacation  plans.

          11.2.3.     Severance  Pay.  Transferred  Employees  who  are
                      --------------
involuntarily  terminated  without  cause  by  Buyer  within three months of the
Closing  Date  shall receive severance pay in accordance with Seller's severance
plan  as  it  existed  as  of  the  Closing Date.  Transferred Employees who are
involuntarily  terminated  without cause by Buyer at any time after three months
from  the  Closing  Date  shall  be entitled to severance pay in accordance with
Buyer's  then  current  severance  plan.

          11.2.4     Benefit  Plans.  Subject  to  the  approval  of  Buyer's
                     --------------
insurance  carriers  (including  stop-loss  carriers),  which  Buyer  will  use
reasonable  efforts  to  obtain:

               (A)     Transferred  Employees  and  their  dependents  who  are
     participating  in a group  health  plan  maintained  by Seller  immediately
     before the Closing Date shall be eligible to  participate in a group health
     plan maintained by Buyer immediately after the Closing Date, without regard
     to any waiting period or preexisting condition exclusion;

               (B)     Where coverage for dependents of Transferred Employees is
     available  under  Buyer's  health and life plans,  such  coverage  shall be
     effective  as of the  same  date  as the  Transferred  Employee's  coverage
     becomes effective.

               (C)     The  Buyer's  health  plans  shall  recognize Transferred
     Employees'  payments toward the annual deductible for Seller's health plans
     as though  they had been made under the  Buyer's  plan for the plan year in
     which the Transferred Employee became an employee of Buyer.

     11.2.5     Service  Credit.  Except  as  specifically  set  out  herein,
                ---------------
Transferred  Employees'  service with Seller shall be recognized for eligibility
and  vesting  for  the  purposes of all of Buyer's benefit and pension plans and
employment  policies  to  the  same  extent  as  service  with  Buyer  would  be
recognized,  subject to any applicable Code provision or other law or regulation
prohibiting  or  limiting  the  extension  of  such  credit.

     11.3     No  Third Party Rights.  Nothing contained herein shall (i) confer
              ----------------------
upon  any  former,  current  or  future employee of Seller or Buyer or any legal
representative or beneficiary thereof any rights or remedies, including, without
limitation,  any  right to employment or continued employment of any nature, for
any specified period, (ii) cause the employment status of any former, present or
future  employee  of  Buyer  to  be  other  than terminable at will, or (iii) be
construed  to  limit  Buyer's  right to amend, revise, suspend, or terminate any
benefit  plan  or  program  at  any  time.



     11.4     Employee  Notifications.  Prior  to the Closing Date, Seller shall
              -----------------------
provide timely written notice of the transactions contemplated in this Agreement
to  the  affected  Employees,  and any other third parties as may be required by
applicable  laws,  including without limitation the National Labor Relations Act
and  the Worker Adjustment and Retraining Notification Act or similar state law,
and  as  may be required under the terms of any applicable collective bargaining
agreements,  arbitration  awards,  consent  decrees,  settlement  agreements,
injunctions  or  court  orders.

     11.5     Former  Employees;  Transferred Employees.  Seller shall be solely
              -----------------------------------------
responsible  for,  and  shall indemnify, defend and hold Buyer harmless from and
against, any Claim made by or on behalf of any retiree or former employee of the
Business,  or  with  respect  to  any Employee who does not become a Transferred
Employee, or with respect to any spouse or dependent of any such person, or with
respect  to  a  Transferred  Employee arising out of acts or omissions by Seller
occurring  prior  to  Closing.  Buyer shall be solely responsible for, and shall
indemnify,  defend  and hold Seller harmless from and against, any Claim made by
or  on  behalf  of  any  Transferred  Employee  or with respect to any spouse or
dependent of any such person arising out of Buyer's acts or omissions subsequent
to  Closing  including,  without limitation, those made under Section 11.2.  The
parties  agree  that  Buyer  shall  be  liable  for  any  continuation  coverage
(including any penalties, excise taxes or interest resulting from the failure to
provide  continuation  coverage)  required  by  Section 4980B of the Code due to
qualifying  events  which  occur  on  or  after  the Closing with respect to any
Transferred  Employee  and  such  person's  spouse  and  dependents.

ARTICLE  12.  MISCELLANEOUS

     12.1     Notices.  Any  notice provided or permitted to be given under this
              -------
Agreement  (including  any request for consent or approval, or response thereto)
shall be in writing, and may be served by personal delivery, by telecopier or by
Federal Express or another reputable overnight courier service, addressed to the
party  to  be notified.  If there is any dispute regarding the actual receipt of
notice,  the  party  giving  such  notice  shall  bear  the  burden of providing
reasonably  satisfactory  evidence of such delivery or receipt.  For the purpose
of  the  foregoing,  electronic  confirmation of complete facsimile transmission
shall  be satisfactory evidence of receipt of telecopy notice.  Notices shall be
deemed  to  have been given and received upon receipt at the addresses specified
below.  For  purposes  of  notice,  the  addresses  of  the  parties shall be as
follows:

If  to  Buyer:                National-Oilwell,  L.P.
                              10000  Richmond  Ave.,  Suite  400
                              Houston,  Texas  77042
                              Attention:  Chief  Financial  Officer
                              Telecopy:  (713)  346-7957


with  a  copy  to:            National-Oilwell,  L.P.
                              10000  Richmond  Ave.,  Suite  400
                              Houston,  Texas  77042
                              Attention:  General  Counsel
                              Telecopy:  (713)  346-7995


If to Seller Parties:         Elmagco,  Inc.
                              777  Post  Oak  Blvd.,  8th  Floor
                              Houston,  Texas  77056
                              Attention:  Larry  H.  Ramming
                              Telecopy:  (713)  830-2711



                              Boots & Coots International Well Control, Inc.
                              777  Post  Oak  Blvd.,  8th  Floor
                              Houston,  Texas  77056
                              Attention:  Larry  H.  Ramming
                              Telecopy:  (713)  830-2711

with  a  copy  to:            Thompson, Knight, Brown, Parker & Leahy, L.L.P.
                              1200  Smith  Street,  Suite  3600
                              Houston,  Texas  77002-4595
                              Attention:  Barry  Davis
                              Telecopy:  (713)  654-1871

Either  Buyer  or  Seller  may  specify  as its proper address any other address
within the continental United States by giving notice to the other party, in the
manner  provided  in  this  Section,  at  least three business days prior to the
Closing  Date  of  such  change  of  address.

     12.2     Assignment.  No  party  may assign any rights or obligations under
              ----------
this  Agreement  prior to Closing without the prior written consent of the other
party, which consent may be withheld in the sole discretion of the other party..
Notwithstanding  the  foregoing,  Buyer  may  assign  its rights and obligations
hereunder  in  whole but not in part to any other Person which is a wholly owned
direct  subsidiary  if  such assignee executes a written assumption agreement in
form  and  substance  reasonably  satisfactory  to Seller.  No assignment by any
party,  with  or  without consent, whether before or after Closing, shall in any
way  release  such  party  from  any  obligations  hereunder.

     12.3     Further  Assurances.  Seller  and  Buyer  shall  take such further
              -------------------
reasonable  actions  and shall execute, acknowledge and deliver all such further
documents  that  are  reasonably  necessary  or  appropriate  to  consummate the
transactions  contemplated  hereby.

     12.4     Expenses.  Whether  or  not  the transactions contemplated by this
              --------
Agreement  are consummated, and except as otherwise provided herein, each of the
parties  hereto  shall  bear  the salaries, fees and expenses (including without
limitation  travel,  lodging,  food  and  overhead expenses) of their respective
officers, employees, attorneys, accountants and other representatives and agents
incurred  in  connection with negotiation and performance of this Agreement, and
the  consummation  of  the  transactions  contemplated  hereby.

     12.5     Severability.  If any term or other provision of this Agreement is
              ------------
invalid,  illegal  or  incapable  of being enforced under any applicable rule or
law,  such provision shall be ineffective only to the extent of such invalidity,
illegality  or  unenforceability and all other conditions and provisions of this
Agreement  shall  nevertheless  remain  in  full force and effect so long as the
economic  or legal substance of the transactions contemplated hereby, taken as a
whole,  is  not  affected thereby in a materially adverse manner with respect to
either  party.

     12.6     Entire  Agreement.  This  Agreement, documents provided for herein
              -----------------
to  be delivered at Closing and the Confidentiality Agreement contain the entire
understanding  of  the  parties hereto with respect to the subject matter hereof
and supersede all prior agreements, , including, without limitation the Original
Agreement,  understandings,  negotiations and discussions among the parties with
respect  to  such  subject  matter.  The  disclosure  by  a  party on one of the
Schedules  attached hereto shall be deemed to be disclosure by such party on any
other  applicable  Schedule  required  hereby.



     12.7     Confidentiality.     All  information  obtained by Buyer about the
              ---------------
Assets,  including, without limitation, the results or findings of any physical,
topographical, geological, environmental, drainage, soil and engineering studies
or  inspections  of the Assets conducted by Buyer, shall be subject to the terms
and  conditions  of  the  Confidentiality  Agreement,  which  shall  survive the
execution,  performance  and  termination  of  this  Agreement.

     12.8     Construction.  Buyer and Seller acknowledge that this Agreement is
              ------------
the  result of negotiation between them and that they have each been represented
by  counsel  of their own choosing in such negotiations.  The provisions of this
Agreement  shall be construed and enforced in accordance with their fair meaning
and  shall  not  be  strictly  construed against the drafter thereof.  Except as
otherwise  provided  herein,  no  consents  or  approvals  required or requested
hereunder  shall  be  unreasonably  withheld,  conditioned  or  delayed.

     12.9     Captions.  The  descriptive  headings  contained in this Agreement
              --------
are  for  convenience  only and shall not control the meaning or construction of
any  provision  of  this  Agreement.

     12.10     Amendments.  This  Agreement  may  be  amended,  modified,
               ----------
supplemented,  restated or discharged (and provisions hereof may be waived) only
by  one  or  more  instruments  in  writing  signed  by  the  party against whom
enforcement  of  the amendment, modification, supplement, restatement, discharge
or  waiver  is  sought.

     12.11     Binding  Effect.  This Agreement shall be binding on and inure to
               ---------------
the  benefit of the parties hereto and their respective successors and permitted
assigns.

     12.12     Governing Law.  This Agreement shall be governed by and construed
               -------------
and enforced in accordance with the laws of the State of Texas without regard to
the  principles  of  conflicts  of  laws  thereof.

     12.13     Consent  to  Jurisdiction  and  Forum  Selection.  Buyer  hereby
               ------------------------------------------------
irrevocably consents to the exclusive jurisdiction of the courts of the State of
Texas  in  and for the County of Harris and the United States District Court for
the  Southern District of Texas in connection with any litigation arising out of
or  relating  to this Agreement or any of the transactions contemplated thereby.

     12.14     Attorneys'  Fees.  In the event either Buyer or Seller brings any
               ----------------
suit  or  other  proceeding with respect to the subject matter or enforcement of
this  Agreement,  the  prevailing  party  (as determined by the court, agency or
other  authority  before  which  such suit or proceeding is commenced) shall, in
addition  to  such  other  relief  as  may  be  awarded,  be entitled to recover
reasonable  attorneys'  fees,  expenses  and  costs of investigation as actually
incurred  (including  without  limitation attorneys' fees, expenses and costs of
investigation  incurred  in  appellate  proceedings),  and  costs  incurred  in
establishing the right to indemnification, or in any action or participation in,
or  in  connection  with,  any  case or proceeding under the Bankruptcy Code, 11
United  States  Code  Section  101  et  seq.,  or  any  successor  statute.



     12.15     Punitive  Damages.  In  no  event shall either party be liable to
               -----------------
the  other  for  any  exemplary  or  punitive damages in any dispute between the
parties  relating, directly or indirectly, to this Agreement or the transactions
contemplated  hereby.

     12.16     No  Admissions.  Neither  this  Agreement,  nor  any  part hereof
               --------------
(including,  without  limitation,  any  disclosure  on  any  Exhibit or Schedule
hereto), nor any performance under this Agreement, nor any payment of any amount
pursuant  to any provision of this Agreement shall constitute or be construed as
a  finding,  evidence  of,  or  an admission or acknowledgment of any liability,
fault, or past or present wrongdoing, or violation of any law, rule, regulation,
or policy, by either Seller or Buyer or by their respective officers, directors,
employees,  or  agents.

     12.17     No  Third  Party  Beneficiaries.  Nothing expressed or implied in
               -------------------------------
this  Agreement is intended to confer on any person other than Buyer, Seller and
their  successors  and  permitted  assigns  any rights or obligations under this
Agreement.

     12.18     No  Required Notice.  Unless otherwise expressly provided herein,
               -------------------
neither  party  shall  be  obligated  to  provide  the  other  with  notice  of
non-performance  of an obligation which is required to be performed by a certain
date  or within a certain time period, and the failure to give such notice shall
not  extend  the  period  for  performance  thereof.

     12.19     Knowledge.  References  to  either  parties' "knowledge" or "best
               ---------
knowledge" or words or phrases of similar import refer to matters actually known
upon  reasonable inquiry, as determined by the inquiring party, (i) with respect
to Seller, by the persons identified on Schedule 12.19(A), and (ii) with respect
to  Buyer,  by  the  persons  identified  on  Schedule  12.19(B).

                            [signature page follows]



          IN  WITNESS  WHEREOF,  this  Agreement  has  been duly executed by the
parties  hereto  as  of  the  date  first  written  above.

BUYER:                                    NATIONAL-OILWELL,  L.P.
                                          by  its  general  partner
                                          NOW  Oilfield  Services,  Inc.
                                          a  Delaware  corporation


                                          By:___________________________________
                                          Name:_________________________________
                                          Its:__________________________________



SELLER  PARTIES:                          ELMAGCO,  INCORPORATED
                                          a  Delaware  corporation



                                          By:___________________________________
                                          Name:_________________________________
                                          Its:__________________________________



                                          BOOTS  & COOTS  INTERNATIONAL  WELL
                                          CONTROL,  INC.



                                          By:___________________________________
                                          Name:_________________________________
                                          Title:________________________________