Stock Purchase Agreement

Contract

                            STOCK PURCHASE AGREEMENT

         AGREEMENT  made  this  28th  day of  April,  1999  by and  among  Sitek
Incorporated,  a Delaware  corporation  ("Buyer"),  and  Charles L.  Vaughan and
Barbara Y. Vaughan, husband and wife (collectively, "Sellers").

                                   BACKGROUND

         Sellers  own all of the  issued  and  outstanding  shares of the common
stock (the "Stock") of VSM Corporation, an Arizona corporation  ("Corporation").
Corporation  conducts the  business of  manufacturing  equipment  for use in the
manufacture of semiconductors.

         By that Option  Agreement to Purchase Stock dated January 15, 1999 (the
"Option  Agreement"),  Sellers  granted Buyer an option to purchase the Stock in
exchange  for payment to them of an option fee of $50,000  (the  "Option  Fee").
Subsequent  to the  date of the  Option  Agreement,  Buyer  conducted  extensive
investigations and examinations of the business and affairs of the Corporation.

         Buyer and Sellers desire that Buyer exercise the Option and acquire all
of the Stock of Corporation on the terms and conditions hereinafter set forth.

         Buyer has elected to exercise the Option to purchase the Stock.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants  hereinafter set forth,  the parties  hereto,  intending to be legally
bound, agree as follows:

                                       -1-

         1. PURCHASE OF STOCK.

         At the Closing (as  hereinafter  defined)  Sellers shall sell,  convey,
transfer and assign,  upon the terms and conditions  hereinafter  set forth,  to
Buyer,  free  and  clear  of  all  liens,   pledges,   claims,   agreements  and
encumbrances,  and Buyer shall  purchase and accept from Sellers,  the Stock (as
defined in Paragraph 3(b) below).

         2. PURCHASE PRICE.

         The price to be paid by Buyer to  Sellers  to  purchase  the Stock is $
1,000,000. Such amount shall be payable at Closing. Buyer shall receive a credit
to be applied to the payment of the  purchase  price for the Stock in the amount
of the Option Fee ($50,000).

         3. SELLERS' AND CORPORATION'S REPRESENTATIONS AND WARRANTIES.

         To induce  Buyer to enter into this  Agreement  and for the  benefit of
Buyer, Sellers and the Corporation, jointly and severally, represent and warrant
as of the Closing Date as follows:

               (a) CORPORATE STATUS AND AUTHORITY.  Corporation is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Arizona,  has the requisite  corporate power to own,  operate and lease
its  assets  and  properties  and to carry on its  business  as it is now  being
conducted,  and is duly qualified to do business in all  jurisdictions  in which
the nature of its business as conducted  therein  requires  such  qualification.
This Agreement and the  transactions  contemplated at the Closing have been duly
authorized by all requisite corporate and shareholder actions.

               (b)  CAPITALIZATION.  Corporation was incorporated under the laws
of the State of  Arizona  on  October  11,  1990 and has an  authorized  capital
consisting of 2,400 shares of Common Stock, par value $10.00 per share, of which
200 shares of Common Stock are validly issued and  outstanding,  fully paid, and


                                       -2-

nonassessable.  No options,  warrants,  or other rights to purchase or subscribe
for, or  contracts  or  commitments  to issue,  or any  interests,  instruments,
evidences of  indebtedness or other  securities  convertible in any manner into,
shares  of  Corporation's  capital  stock are  outstanding,  except  the  Option
Agreement.

               (c) BOOKS AND  RECORDS.  The  minute  books and stock  records of
Corporation are complete and accurate, have been kept at all times in accordance
with sound  business  practices,  and all  signatures  included  therein are the
genuine signatures of the persons whose signatures are required.

               (d)  DIRECTORS,  OFFICERS  AND BANK  ACCOUNTS.  SCHEDULE "A" is a
correct and complete list of all directors and officers of Corporation, all bank
accounts and safe deposit boxes of Corporation and of all persons  authorized to
sign  checks  drawn on such  accounts  and to have  access to such safe  deposit
boxes. (SCHEDULE "A" and all other schedules and exhibits referred to herein are
attached hereto and hereby made a part hereof).

               (e) FINANCIAL  STATEMENTS.  The Balance  Sheets of Corporation at
December 31, 1998,  January 31, 1999,  February 28, 1999, and March 31, 1999 and
the related  Statements of Income for the fiscal years ended  December 31, 1996,
December 31, 1997 and December 31, 1999, and all related  schedules and notes to
the foregoing  (copies of which  constitute  EXHIBIT "1") fairly and  accurately
present the  financial  position  of  Corporation  at the dates of such  Balance
Sheets and the results of the operations of Corporation for the fiscal years and
period  then  ended,  all  in  accordance  with  generally  accepted  accounting
principles as applied on a consistent  basis,  except that the  Corporation  has
elected to omit substantially all of the informative  disclosures and statements
of cash  flow  and  except  as  otherwise  disclosed  in the  footnotes  to such
financial statements.

                                       -3-

               (f) REAL ESTATE.  Corporation  has no interest as owner,  lessor,
lessee, or otherwise in any real estate except as set forth in SCHEDULE "B".

               (g)  SUBSIDIARIES  AND  JOINT  VENTURES.  Except  as set forth in
SCHEDULE  "C",  Corporation  has no  subsidiaries  and does not own any  capital
stock,  securities,  partnership interests or other interests of any kind of any
corporation, partnership, joint venture, association or other entity.

               (h) OWNERSHIP OF ASSETS AND PROPERTIES.  Corporation has good and
marketable title to all of its real and personal assets and properties, tangible
and  intangible,  including all assets and  properties  reflected on its Balance
Sheet at March 31, 1999 which is part of Exhibit "1" (the "1999 Balance Sheet"),
or acquired  subsequent to the date of the 1999 Balance Sheet,  which is used in
or  necessary  to the  operation  of its  business,  all of  which  is  owned by
Corporation,   free  and  clear  of  all  liens,  mortgages,  pledges,  security
interests,  restrictions,  prior  assignments,  encumbrances and claims of every
kind and character,  except as disclosed in Schedule "D" or as disposed of by it
in the ordinary course of its business since the date of the 1999 Balance Sheet,
which  disposition has been disclosed to the extent  otherwise  required by this
Agreement.

               (i) CONDITION OF ASSETS AND PROPERTIES. The machinery, equipment,
fixtures, tools, furniture, furnishings, office equipment and all other tangible
personal assets and properties of Corporation presently used in the operation of
its business do not require  repairs  other than normal  maintenance  and are in
good  operating  condition.  Except  as set  forth  in  Schedule  "E",  the  raw
materials,  work in progress and finished  inventory of  Corporation  are all in

                                       -4-

good  condition  and are  usable  in the  production  and  sales  activities  of
Corporation,  and  Corporation  does  not  have  on  hand  or on  order  any raw
materials,  work in progress or finished goods inventory in excess of its normal
requirements.

               (j) OWNERSHIP OF RIGHTS. Corporation possesses its corporate name
and all patents,  patent rights,  service marks,  trademarks,  trade names,  and
copyrights  used  in or  necessary  to  the  operation  of its  business  as now
conducted, and all licenses and franchises appropriate to entitle Corporation to
use all of the  foregoing,  all of which are listed in  SCHEDULE  "F." Except as
listed in SCHEDULE "F", Corporation is not obligated to pay any fees, royalties,
or  other  amounts  with  respect  to any such  items.  The  Corporation  is not
infringing upon or acting adversely to, or in conflict with, any patents, patent
rights, service marks,  trademarks,  trade names,  corporate names,  copyrights,
licenses, or other proprietary rights of others.

               (k)  ACCOUNTS  RECEIVABLE.  Each of the  accounts  receivable  of
Corporation has been acquired in the ordinary course of  Corporation's  business
and  constitutes  a valid  claim in the full amount  thereof  against the debtor
charged  therewith  on the  books of  Corporation  and is, to the  knowledge  of
Sellers, subject to no defenses, setoffs or counterclaims.

               (l) TAXES.  Except as set forth in SCHEDULE "G,"  Corporation has
filed all tax  returns and  reports  required  to be filed with all  appropriate
federal,  state  and  local  taxing  authorities  and has  paid  all  taxes  and
assessments required to have been paid to date. Corporation is not in default in
the payment of any federal,  state or local tax or  assessment.  All tax returns
required to be filed by Corporation  have been accurately  prepared and duly and
timely  filed.  All  deposits  required  by law to be made by  Corporation  with
respect to employees withholding and other taxes have been duly made.


                                       -5-

               (m) LEASES, CONTRACTS,  AGREEMENTS AND OTHER OBLIGATIONS.  Except
as listed in SCHEDULE "H,"  Corporation is not a party to any material  written,
oral or implied (i)  contract  for any person or firm to render  services of any
kind which is not terminable at will without penalty;  or (ii) lease,  contract,
agreement  or other  obligation  not made or created in the  ordinary  course of
business  (or,  if made in the  ordinary  course  of  business,  which  involves
obligations  on the part of  Corporation  in excess of $50,000 as to any party),
which is not  terminable  by  Corporation  on thirty  (30) days' or less  notice
without  penalty.  All leases,  contracts,  agreements and other  obligations to
which  Corporation  is a party or by which it is bound are  valid,  binding  and
enforceable in accordance with their terms.  Corporation has disclosed to Buyer,
and provided to Buyer copies of, all leases,  contracts,  agreements,  and other
obligations  which could have a material  adverse  effect on  Corporation or its
operations.

               (n)  COMPLIANCE  WITH LAW AND  OTHER  REGULATIONS.  Except as set
forth in SCHEDULE "I,"  Corporation is in compliance  with all  requirements  of
federal,  state and local law, and all requirements of all  governmental  bodies
and agencies having  jurisdiction over it, the conduct of its business,  the use
of its assets and properties and all premises  occupied by it.  Corporation  has
not received any notice, not heretofore  complied with, from any federal,  state
or local  authority or any insurance or inspection  body that any of its assets,
properties,  facilities,  equipment or business procedures or practices fails to
comply with any applicable law, ordinance,  regulation,  building or zoning law,
or  requirement  of any public  authority or body.  Sellers are not aware of any
proposed laws,  rules,  regulations,  ordinances,  orders,  judgments,  decrees,
governmental takings,  condemnations or other proceedings which could reasonably
be  expected  to  materially   and  adversely   affect   Corporation's   assets,
liabilities, operations or prospects, either before or after the Closing Date.

                                       -6-

               (o) LABOR,  EMPLOYMENT CONTRACTS,  AND EMPLOYEE BENEFIT PROGRAMS.
Without  limiting the generality of any provision of this  Agreement,  except as
set  forth  in  SCHEDULE  "J,"  Corporation  is not a  party  to any  collective
bargaining   agreement  or  employment   agreement,   and  Corporation  has  not
experienced  any labor  problems and is not a party to any pending or threatened
labor  dispute.  Except  for the  VSM  Corporation  Profit  Sharing  Plan,  Plan
Identification  Number 001,  Corporation has no employee  pension benefit plans,
which shall  include any  retirement,  welfare,  deferred  compensation,  fringe
benefit or similar  plan,  program or policy,  including  any plan  described in
Section 3(3) of the Employee  Retirement  Income Security Act of 1974 ("ERISA").
Neither  Corporation,  nor any affiliate of  Corporation  (as  determined  under
Section 414(b), (c), (m) or (o) of the Internal Revenue Code) is now or has ever
contributed to any multiemployer  plan, as defined in Section 3(37) of ERISA, or
any defined benefit plan, as defined in Section 3(35) of ERISA. Corporation, and
each "employee benefit plan," has complied with all applicable provisions of the
Internal  Revenue Code and ERISA and with all other applicable  federal,  state,
and local laws  relating  to employee  benefit  plans and to the  employment  of
labor. Each "employee benefit plan" has been administered in accordance with its
terms, and each "employee benefit plan" intended to qualify under Section 401(a)
of the Internal Revenue Code meets in all material respects all requirements for
qualification  and has  received  a  favorable  determination  letter  as to its
qualified  status.  There is no employee of Corporation  whose employment is not
terminable at will, except as set out in SCHEDULE "J."

                                       -7-

               (p)  LIABILITIES.   Corporation  has  no  known   obligations  or
liabilities whether related to tax or non-tax matters,  except and to the extent
reflected or reserved  against on the 1999 Balance Sheet or in this Agreement or
any schedule or exhibit hereto,  other than obligations or liabilities  incurred
in the ordinary  course of its business  and  disclosed to the extent  otherwise
required by this Agreement. Without limiting the foregoing, Corporation does not
have any  obligation  or liability,  contingent  or  otherwise,  with respect to
product  warranties  relating to products sold by it not  adequately  covered by
insurance.  Corporation has not shipped products to any customer on a contingent
or similar basis except for shipments set forth in SCHEDULE "K."

               (q) LITIGATION. Except as set forth in SCHEDULE "L," there are no
suits,  actions,  claims,  arbitrations,  administrative or other proceedings or
governmental   investigations   pending  or  threatened   against  or  affecting
Corporation, its business or its assets and properties in any court or before or
by any federal,  state,  local or other  governmental  department or agency, and
neither  Corporation,  nor its business,  assets or properties are subject to or
directly affected by any order, judgment,  award, decree, order or ruling of any
court or governmental  agency. In addition to the foregoing,  Corporation is not
contemplating  the  institution  of  any  suit,  action,   claim,   arbitration,
administrative or other proceeding.

               (r) INSURANCE. There is in effect at present (i) public liability
and  workman's   compensation   insurance  covering  Corporation,   its  assets,
properties and operations,  (ii) fire and extended coverage  insurance and (iii)
product  liability  insurance  with  respect  to the assets  and  properties  of
Corporation  and  the  premises  occupied  by  Corporation.  A  summary  of this
insurance, giving the amounts, expiration dates, name of insurer and coverage is
set forth in SCHEDULE "M." Corporation has not received notice from or on behalf

                                       -8-

of any issuer of any such policy of its  intention  to cancel or refuse to renew
any  policy  issued  by  it or to  materially  increase  the  cost  of  premiums
thereunder.

               (s)  AGREEMENT  NOT IN  BREACH  OF  OTHER  INSTRUMENTS  AFFECTING
CORPORATION.  Except as set forth in SCHEDULE "N," the execution and delivery of
this Agreement,  the consummation of the transactions  contemplated  hereby, and
the  fulfillment  of the terms  hereof,  will not violate any  provision  of the
articles of incorporation or by-laws of Corporation, nor will they result in the
breach of any term or provision of, or result in the termination or modification
of, or constitute a default under,  or conflict with, or cause the  acceleration
of any obligation  under,  or permit any party to modify or terminate,  any loan
agreement, note, debenture, indenture, mortgage, deed of trust, lease, contract,
agreement or other obligation of any description to which Corporation is a party
or by which it is bound, or any judgment,  decree, order, or award of any court,
governmental  body, or arbitrator,  or any  applicable  law, rule or regulation.
Corporation  has obtained all consents  necessary for the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby.


               (t) ACTIONS IN THE  ORDINARY  COURSE OF  BUSINESS.  Except as set
forth in SCHEDULE "O," since December 31, 1998 Corporation:

                    (i) has not taken any  action  outside of the  ordinary  and
usual course of business;

                    (ii) has  paid  all of its  debts  and  obligations  as they
became due;

                    (iii) has not incurred any debt,  liability or obligation of
any nature to any party  except for  obligations  arising  from the  purchase of
goods or the rendition of services in the ordinary course of business;

                                       -9-

                    (iv) has not  knowingly  waived  any  right  of  substantial
value;

                    (v) has used its  best  efforts  to  preserve  its  business
organization  intact,  to keep available the services of its  employees,  and to
preserve its relationships with its customers, suppliers and others with whom it
deals; and

                    (vi) has not  increased or committed to increase the salary,
fee or compensation of any officer, employee, firm or person performing services
for it except for bonuses paid in the ordinary course of business and consistent
with past practices.

                    (vii)  has  not  declared  or  paid  any  dividends  to  its
shareholders; (viii) has not sold, transferred, leased, mortgaged, or encumbered
any of its assets or equipment except in the ordinary course of business; or

                    (ix) has not been  notified of the  termination  or possible
termination of any material contract, lease or agreement.

               (u) NO MATERIAL  ADVERSE CHANGE.  Except as set forth in SCHEDULE
"P," since December 31, 1998, there has not been and there is not threatened any
material  adverse  change in the financial  condition,  results of operations or
business of  Corporation or any material  physical  damage or loss to any of its
assets or  properties  or to the  premises  occupied  by it (whether or not such
damage or loss is covered by insurance).

               (v) The  execution,  delivery  and  performance  by  Sellers  and
Corporation of this Agreement and the  consummation by them of the  transactions
contemplated  by this  Agreement will not require any consent or approval of, or
filing or notice to, any  federal,  state or local  governmental  or  regulatory
authority, except those that have been obtained prior to Closing.

                                      -10-

               (w)   ENVIRONMENTAL   MATTERS.   To  Sellers'  and  Corporations'
knowledge, (i) any real property in which Corporation has any interest,  whether
in leasehold or in fee, is free of  contamination  from any Hazardous  Material,
(ii)  Corporation  has not stored or used,  nor caused any release of  Hazardous
Material at such real property except for storage and use of Hazardous  Material
in  de  minimis  amounts  in  compliance  with  all  Environmental  Laws,  (iii)
Corporation has been in compliance with all Environmental Laws, (iv) Corporation
has obtained all  environmental  permits  required by any applicable law for the
operation  of  Corporation's  business  as  presently  conducted,  there  is  no
litigation  arising under or related to any  environmental  law concerning  such
real  property,  and no notice  has been  received  by  Corporation  or  Sellers
identifying  it as a potentially  responsible  party under  applicable  law. For
purposes of this  representation,  Environmental Laws is defined to mean any and
all  federal,  state  and  local  laws,  rules,  orders,  permits,  regulations,
statutes,  ordinances,  codes or decrees  regulating  or imposing  liability  or
standards of conduct  concerning  Hazardous  Materials or the  environment.  For
purposes  of  this  representation,  Hazardous  Materials  means  (i)  petroleum
hydrocarbons,  (ii)  asbestos or asbestos  containing  materials,  (iii)  radon,
explosives or radioactive  materials,  (iv) any hazardous  compound,  mixture or
formulation  defined as or included in the definition of "hazardous  substance,"
"hazardous waste," hazardous material," "extremely hazardous waste," "restricted
hazardous waste" "or toxic substance" as defined under Environmental Law.

               (x) No  representation  or warranty by  Corporation or Sellers in
this Agreement, nor any statement or certificate furnished or to be furnished by
Corporation  or Sellers to Buyer or its  representatives  in connection  with or
pursuant to this Agreement,  contains or will contain any untrue  statement of a
material fact, or omits or will omit to state any material fact required to make

                                      -11-

those  statements  not  misleading  or  necessary  in order to
provide a prospective  purchaser of the business or capital stock of Corporation
with  adequate   information  as  to  Corporation's   condition  (financial  and
otherwise),  assets,  liabilities and prospects.  Sellers and  Corporation  have
disclosed to Buyer in writing all material  adverse facts known to them relating
to the same.

         4. FURTHER REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLERS.

         To induce  Buyer to enter into this  Agreement  and for the  benefit of
Buyer, Sellers further represent, warrant and agree:

               (a)  OWNERSHIP OF CAPITAL STOCK OF  CORPORATION.  Sellers own 200
shares  of Common  Stock of  Corporation,  constituting  all of the  issued  and
outstanding  capital stock of Corporation.  Sellers have good,  marketable,  and
unencumbered  title to such stock  (other than the option  granted in the Option
Agreement) and there are no  restrictions  on their right to transfer such stock
to Buyer pursuant to this Agreement.

               (b) RIGHTS TO ACQUIRE SHARES. Sellers do not have any outstanding
options,  warrants or other rights to purchase or subscribe  to, or contracts or
commitments to sell, or any interests, instruments, evidences of indebtedness or
other securities convertible in any manner into, shares of Corporation's capital
stock except pursuant to the Option Agreement.

               (c) POWER OF  SELLERS  TO EXECUTE  AGREEMENT.  Sellers  have full
power and  authority to execute,  deliver and perform this  Agreement,  and this
Agreement  is the legal and binding  obligation  of Sellers  and is  enforceable
against them in accordance with its terms.

               (d)  AGREEMENT  NOT IN  BREACH  OF  OTHER  INSTRUMENTS  AFFECTING
SELLERS.  The execution and delivery of this Agreement,  the consummation of the
transactions hereby contemplated,  and the fulfillment of the terms hereof, will

                                      -12-

not result in the breach of any term or  provision  of, or  constitute a default
under, or conflict with, or cause the acceleration of any obligation  under, any
agreement or other  instrument of any description to which any Seller is a party
or by which any is bound, or any judgment, decree, order, or award of any court,
governmental body, or arbitrator, or any applicable law, rule or regulation.

         5.  BUYER'S  REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS.  To  induce
Sellers to enter into this Agreement,  Buyer  represents  warrants and agrees as
follows:

               (a) CORPORATE  STATUS AND AUTHORITY.  Buyer is a corporation duly
organized,  validly existing and in good standing under the laws of its state of
incorporation. The execution and delivery of this Agreement and the consummation
of the  transactions  contemplated  hereby have been validly  authorized  by all
appropriate corporate action.

               (b) AGREEMENT NOT IN BREACH OF OTHER  INSTRUMENTS.  The execution
and  delivery  of  this  Agreement,   the   consummation  of  the   transactions
contemplated  hereby, and the fulfillment of the terms hereof,  will not violate
any provision of the articles of incorporation or by-laws of Buyer nor will they
result in the breach of any term or provision of, or constitute a default under,
or conflict with, or cause the  acceleration of any obligation  under,  any loan
agreement, note, debenture, indenture, mortgage, deed of trust, lease, contract,
agreement or other obligation of any description to which Buyer is a party or by
which it is  bound,  or any  judgment,  decree,  order,  or award of any  court,
governmental body, or arbitration or any applicable law, rule or regulation.

         6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All representations and
warranties  shall  survive for a period of two years  after the  Closing  unless
notice of breach is given prior to termination except that  representations  and

                                      -13-

warranties made in Paragraphs  3(b),  4(a), and 4(b) shall survive  indefinitely
and  representations  concerning  the  payment  of  taxes  shall  survive  until
extinguished by the appropriate statute of limitations.

                  7. Buyer's Conditions Precedent to Closing. The obligations of
Buyer  hereunder  and its  obligations  to consummate  the Closing  provided for
herein shall be subject to the following conditions  precedent,  any one or more
of which may be waived by Buyer:

               (a) COMPLIANCE WITH AGREEMENTS AND COVENANTS.  Sellers shall have
performed and complied with each of their agreements,  covenants and obligations
to be performed  hereunder on or prior to the Closing date except those  calling
for performance after the Closing date.

               (b) TRUTH AND CORRECTNESS OF REPRESENTATIONS AND WARRANTIES.  The
representations  and  warranties  of Sellers and  Corporation  contained in this
Agreement  shall be true and  correct as of the  Closing  date.  (c)  Absence of
Litigation  or  Proceedings.   No  litigation,   governmental  action  or  other
proceedings shall be threatened in good faith or commenced  against  Corporation
or Sellers  with respect to any matter or against any person with respect to the
consummation of the transactions provided for herein.

               (d) DELIVERY OF  DOCUMENTS.  All other  documents  required to be
delivered  by Sellers at or prior to the Closing  shall have been  delivered  or
shall be tendered at the Closing.

               (e) COMPLETING  DILIGENCE.  Buyer shall have completed all of its
due diligence  inquiries,  and the results of all such inquiries shall have been
acceptable to Buyer.

                                      -14-

         8. SELLERS' CONDITIONS PRECEDENT TO CLOSING. The obligations of Sellers
hereunder and their  obligations to consummate  the Closing  provided for herein
shall be subject to the following conditions precedent, any one or more of which
may be waived by Sellers.

               (a) COMPLIANCE  WITH  AGREEMENTS AND COVENANTS.  Buyer shall have
performed and complied with each of their agreements,  covenants and obligations
to be performed hereunder on or prior to the Closing Date.

               (b) TRUTH AND CORRECTNESS OF REPRESENTATIONS AND WARRANTIES.  The
representations  and warranties of Buyer  contained in this  Agreement  shall be
true and correct as of the Closing Date.

               (c) DELIVERY OF  DOCUMENTS.  All other  documents  required to be
delivered  by Buyer or  Subsidiary  at or prior to the  Closing  shall have been
delivered or shall be tendered at the Closing.

         9. RELEASE OF  GUARANTIES.  Buyer and Sellers agree that they shall use
their  best  efforts  before  and after  Closing  to obtain  the  release of all
obligations  of Sellers under all  guaranties or other  suretyship  obligations,
whether  secured  or  unsecured,  in favor or for the  benefit  of any person or
entity  providing  financial  accommodations  (whether  as  a  loan,  lease,  or
otherwise) to or for the benefit of  Corporation.  Until such  guarantors  shall
have been  released,  Buyer agrees to indemnify  Sellers and hold them  harmless
for, from and against any claims arising under such  guarantees  with respect to
obligations of Corporation  incurred after Closing or that were incurred in good
faith by  Corporation  prior to Closing.  Sellers  represent and warrant that no
claims have been made or threatened against either of them prior to Closing with
respect to any guaranty or suretyship obligations.

                                      -15-

         10. CLOSING. The Closing under this Agreement shall take place at 10:00
A.M. Phoenix,  Arizona on the date of this Agreement and simultaneously with its
execution, at the offices of Squire, Sanders & Dempsey L.L.P., Suite 2700, 40 N.
Central Avenue, Phoenix, Arizona.

               (a) DELIVERIES BY SELLERS. Sellers shall deliver at Closing:

                         (i) Certificates for 200 shares of Corporation's Common
Stock endorsed in blank, or with stock powers executed in blank attached.

                         (ii) The  written  resignations  of all  directors  and
officers of Corporation.

                         (iii) The stock  books and  records,  corporate  minute
books and corporate seal of Corporation. All assignments, consents, certificates
and other documents delivered by Seller shall be in form reasonably satisfactory
to counsel for Buyer.

               (b)  DELIVERIES  BY BUYER.  Buyer shall deliver to Sellers at the
Closing  certified  funds in the  amount of  $950,000  in  payment of the unpaid
portion  of the  purchase  price  for the  Stock.  All  certificates  and  other
documents delivered by Buyer shall be in form reasonably satisfactory to counsel
for Seller.

         11.  INDEBTEDNESS TO SELLERS.  Buyer shall cause the Corporation to pay
to Sellers $200,000 (all of which, for accounting purposes,  shall be attributed
to repayment of principal) in satisfaction of all indebtedness of Corporation to
Sellers  arising  under  one or more  promissory  notes  or other  evidences  of
indebtedness  payable to  Sellers.  Such monies are to be paid to Sellers out of
monies  received by  Corporation  from  Motorola de Mexico on account of amounts

                                      -16-

outstanding under invoices issued by Corporation to Motorola de Mexico or before
the Closing  Date.  Buyer shall cause such amounts to be paid  immediately  upon
receipt of funds from Motorola de Mexico,  and in any event within 90 days after
the Closing.  Sellers shall deliver to Corporation the original promissory notes
or instruments  representing  any  indebtedness of Corporation to Sellers (other
than  salary to Barbara  Vaughan  payable in the  ordinary  course of  business)
marked to reflect that such  indebtedness,  regardless  of its amount,  has been
paid in full upon payment in full of such $200,000 to Sellers.

         12.  NON-COMPETITION.  Because  of the  importance  of  Sellers  to the
development  and  operation  of the  business of  Corporation,  as well as their
knowledge of and  reputation in  Corporation's  industry,  Buyer is unwilling to
enter  into and  perform  this  Agreement  unless  Sellers  all  enter  into the
noncompetition  agreement  contained  in this  Paragraph  11. To induce Buyer to
enter into this  Agreement  and for the  benefit of Buyer,  Sellers  jointly and
severally agree as follows:

               (a) DURATION AND EXTENT OF RESTRICTION.  Sellers shall not, for a
period ending two (2) years after the date hereof,  within the United States and
Mexico,  engage in a business the same as, similar to, or in general competition
with the business being conducted by Corporation as of the date hereof. The term
"engage  in" shall  include,  but shall not be limited to,  activities,  whether
direct or indirect,  as proprietor,  partner,  stockholder,  director,  officer,
principal, member, manager, agent, employee,  consultant,  contractor or lender;
provided, however, that the ownership of not more than three percent (3%) in the
aggregate by Sellers of the stock of a publicly  held  corporation  shall not be
included in said term.

                                      -17-

               (b)  RESTRICTIONS  WITH RESPECT TO CUSTOMERS  AND  EMPLOYEES.  In
furtherance  of, and without in any way limiting the restriction in subparagraph
(a) above,  for the period  specified in subparagraph  (a) above,  Sellers shall
not, directly or indirectly,

                    (i) request any present or future  customers of  Corporation
to curtail or cancel their business with Buyer;

                    (ii)  disclose the  identity of any past,  present or future
customers of  Corporation,  or Buyer,  to any other person,  firm or corporation
engaged in a business the same as, similar to or in general competition with the
business being conducted by Corporation  within the territorial limits described
in subparagraph (a) above;

                    (iii) solicit,  canvas or accept,  from any past, present or
future  customers of  Corporation  or Buyer,  any business for any other person,
firm or corporation  engaged in a business the same as, similar to or in general
competition  with  the  business  being  conducted  by  Corporation  within  the
territorial limits described in subparagraph (a) above; or

                    (iv)  induce  or  attempt  to  influence   any  employee  of
Corporation or Buyer to terminate his employment.  As used in this  subparagraph
(b),  "future  customer" shall mean a customer with whom business will have been
transacted  between  the  date  hereof  and the  end of the  term  specified  in
subparagraph (a) above.

               (c)   REMEDIES   FOR  BREACH.   Sellers   acknowledge   that  the
restrictions  contained  in this  Paragraph  11,  in view of the  nature  of the
business in which  Corporation  is engaged,  are  reasonable  and  necessary  to
protect  the  legitimate  interests  of Buyer  and that any  violation  of these
restrictions would result in irreparable injury to Buyer. Sellers agree that, in

                                      -18-

the event of a violation of any of such restrictions, Buyer shall be entitled to
preliminary and permanent  injunctive relief as well as an equitable  accounting
of all earnings,  profits and other benefits arising from such violation,  which
rights  shall be  cumulative  and in addition to any other rights or remedies to
which Buyer may be entitled.

         13.  CONSULTING  SERVICES.  Charles  L.  Vaughan  shall  provide  after
Closing,  if requested by Buyer,  reasonable  consulting  services regarding the
business and affairs of the  Corporation  upon such terms and  conditions as the
parties shall specify by separate written agreement.

         14. FURTHER ASSURANCES. Sellers and Buyer shall execute and deliver all
such  other  instruments  and  take all  such  other  action  as any  party  may
reasonably  request from time to time, before or after the Closing,  in order to
effectuate the  transactions  provided for herein.  The parties shall  cooperate
with each other and with their respective  counsel and accountants in connection
with any steps to be taken as a part of their respective  obligations under this
Agreement,    including   the   preparation   of   financial   statements.

         15. INDEMNIFICATION.

               (a) INDEMNITY AGAINST LOSSES FROM UNTRUTH OF  REPRESENTATIONS  OR
WARRANTIES OR BREACH OF AGREEMENTS OR COVENANTS. Subject to Paragraphs 14(c) and
14(d) in the event that at any time  hereafter but prior to the  termination  of
such  representation  or warranty it shall  appear  that any  representation  or
warranty of Sellers  contained or referred to in any paragraph of this Agreement
or in any certificate,  schedule,  exhibit or document delivered pursuant hereto
was  incorrect  or untrue when made,  or that  Sellers  breached any covenant or
agreement contained in this Agreement,  Sellers, jointly and severally shall pay
Buyer,  at Buyer's option, the amount of the loss, expense or damage suffered or

                                      -19-

incurred by Buyer,  which would not have been  suffered or incurred if the facts
set forth in those  representations  or  warranties  had been  correct  or those
covenants and agreements  had not been breached plus all  reasonable  attorney's
fees and costs incurred by Buyer in pursuing its rights.

               (b)  INDEMNITY  AGAINST  SUITS  AND  CLAIMS.  Without  in any way
limiting  any of the  rights of Buyer,  subject to  Paragraphs  14(c) and 14(d),
Sellers hereby  indemnify and hold harmless Buyer from all  liabilities,  suits,
claims,  demands,  damages,  fees,  costs  and  expenses  (including  reasonable
attorney's  and  accountant's  fees)  arising  out of the  incorrectness  of any
representation or warranty or the breach of any agreement or covenant of Sellers
under this  Agreement,  plus all  attorney's  fees and cost incurred by Buyer in
pursuing its rights. Upon written demand by Buyer,  Sellers shall defend against
any   liabilities,   suits,   claims  and  demands  which  may  arise  from  the
incorrectness  of those  representations  or  warranties  or the breach of those
covenants and agreements,  subject to Paragraphs 14(c) and 14(d).  Sellers shall
conduct any  defense  diligently  and shall keep Buyer  advised of the status of
such defense.  If Sellers are called upon to defend,  Buyer shall be entitled to
participate,  through  counsel  of their own  choice,  in any such  defense,  at
Buyer's expense. Buyer shall not settle or compromise any liability, suit, claim
or demand for which Sellers are to provide indemnification hereunder without the
prior  written  consent  of  Sellers,  which  consent  will not be  unreasonably
withheld.

               (c) BUYER'S  KNOWLEDGE.  Buyer  acknowledges that Buyer, with the
full cooperation of Sellers,  conducted  extensive  investigations and inquiries
concerning  the business and affairs of the  Corporation.  Buyer  represents and
warrants that, as of the Closing,  it is not aware of any facts or circumstances
that cause or reasonably  should cause Buyer to believe that any  representation

                                      -20-

or warranty made by Sellers or  Corporation  is false or incorrect or that would
give rise to a claim against Sellers under this Paragraph 14.

               (d)  MAXIMUM  LIABILITY.  In no  event  shall  Sellers  have  any
aggregate  liability  for all claims  under this  Paragraph  14 in excess of the
purchase price paid by Buyer to Sellers for the Stock.

         16.  BROKERS AND FINDERS.  Each of the parties  hereto  represents  and
warrants to the others that it has not employed or retained any broker or finder
in connection  with the  transactions  contemplated by this Agreement nor has it
had any  dealings  with any person  which may  entitle  that  person to a fee or
commission  from any other party  hereto.  Each of the parties  indemnifies  and
holds the  others  harmless  from and  against  any  claim,  demand  or  damages
whatsoever by virtue of any  arrangement or commitment made by it with or to any
person that may  entitle  such  person to any fee or  commission  from the other
parties to this Agreement.

         17. GENERAL PROVISIONS.

               (a)   NOTICES.   All   notices,   requests,   demands  and  other
communications  required or  permitted  under this  Agreement  shall:  (a) be in
writing;  (b) shall be deemed to have been duly given,  made and received on the
day of hand delivery to the party to whom directed, one day following the day of
deposit thereof with delivery charges prepaid with a national overnight delivery
service,  two days  following the deposit  thereof,  postage  prepaid,  with the
United States Postal Service,  by registered or certified  mail,  return receipt
requested, or upon confirmation of receipt if sent by telecopier, with a copy by
regular first class mail;  and (c) addressed to the parties at their  respective
addresses set forth below:

                                      -21-

                       (i)   If to Buyer:
                             Sitek Corporation
                             1817 W. 4th Street
                             Tempe, Arizona 85281
                             Attention:  Don Jackson
                             Facsimile (602) 921-8550

                             with a copy to:

                             Quarles & Brady
                             One E. Camelback Road
                             Phoenix, Arizona 85012
                             Attention: Robert S. Bornhoft, Esq.


                       (ii)  If to Sellers:

                             Charles L. Vaughan and Barbara Y. Vaughan
                             2616 South Bala Drive
                             Tempe, Arizona 85282

                             with a copy to:

                             Squire, Sanders & Dempsey L.L.P.
                             40 N. Central Avenue
                             Suite 2700
                             Phoenix, Arizona  85004
                             Attention:  James L. Adler, Jr., Esq.
                             Facsimile:  (602) 253-8129

         Any party may alter the address or addresses to which communications or
copies are to be sent by giving  notice of such change of address in  conformity
with the provisions of this paragraph for the giving of notice.

               (b) BINDING NATURE OF AGREEMENT; ASSIGNMENT. This Agreement shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective heirs, personal representatives,  successors and assigns, except that
no party may assign or transfer its rights or  obligations  under this Agreement
without the prior written consent of the other parties hereto.

                                      -22-

               (c)  ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire
agreement and understanding among the parties hereto with respect to the subject
matter  hereof  and  supersedes  all  prior  and   contemporaneous   agreements,
understandings,  inducements and conditions express or implied, oral or written,
of any  nature  whatsoever  with  respect to the  subject  matter  hereof.  This
Agreement may not be modified or amended other than an agreement in writing.

               (d) CONTROLLING LAW. This Agreement and all questions relating to
its validity,  interpretation,  performance and inducement, shall be governed by
and construed,  interpreted and enforced in accordance with the internal laws of
the State of Arizona without giving effect to conflicts of laws principles.

               (e)  PROVISIONS  SEPARABLE.  The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered  invalid or  unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

               (f) INDULGENCES NOT WAIVERS. Neither the failure nor any delay on
the part of any party to exercise any right,  remedy,  power or privilege  under
this  Agreement  shall  operate  as a waiver  thereof,  nor shall any  single or
partial exercise of any right,  remedy, power or privilege preclude any other or
further exercise of the same or of any other right,  remedy, power or privilege,
nor shall any waiver of any right,  remedy,  power or privilege  with respect to
any  occurrence  be  construed  as a  waiver  of such  right,  remedy,  power or
privilege  with  respect to any other  occurrence.  No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.

                                      -23-

               (g) TITLES NOT TO AFFECT INTERPRETATION. The titles of paragraphs
and  subparagraphs  contained in this Agreement are for convenience of reference
only,  and they neither form a part of this Agreement nor are they to be used in
the construction or interpretation hereof.

               (h) EXECUTION IN COUNTERPARTS.  This Agreement may be executed in
any number of  counterparts,  each of which shall be deemed to be an original as
against  any party  whose  signature  appears  thereon,  and all of which  shall
together  constitute one and the same  instrument.  This Agreement  shall become
binding when one or more  counterparts  hereof,  individually or taken together,
shall  bear  the  signatures  of all  of the  parties  reflected  hereon  as the
signatories.

               (i)  GENDER.  Words  used  herein,  regardless  of the number and
gender  specifically  used,  shall be deemed and  construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context requires.

               (j) NUMBER OF DAYS.  In computing the number of days for purposes
of this Agreement, all days shall be counted,  including Saturdays,  Sundays and
holidays;  provided,  however,  that if the final day of any  period  falls on a
Saturday,  Sunday or holiday,  then the final day shall be deemed to be the next
day which is not a Saturday, Sunday or holiday.

               (k) FURTHER ASSURANCES. The parties hereto shall promptly execute
and deliver all instruments, documents, or assurances, and do such do such other
acts, as may be  reasonably  necessary and requested by a party to carry out the
intent of this Agreement and more fully vest in the requesting party all rights,
interests, powers, benefits, privileges, and advantages conferred or intended to
be conferred on it by this Agreement or to correct any mathematical error.

               (l) SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon
and inure the benefit of the parties' respective successors, assigns, heirs, and
personal representatives.

                                      -24-

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

                                   BUYERS:
                                   SITEK INCORPORATED, an Arizona corporation


                                   By
                                      ------------------------------------------

                                   Name:
                                         ---------------------------------------

                                   Its:
                                         ---------------------------------------


                                   SELLERS:


                                    /s/ Charles L. Vaughan
                                    ------------------------------------------
                                            Charles L. Vaughan


                                    /s/ Barbara Y. Vaughan
                                    ------------------------------------------
                                            Barbara Y. Vaughan

                                      -25-

                            STOCK PURCHASE AGREEMENT






                               Sitek Incorporated
                             an Arizona corporation


                                      Buyer


                                       and


                               Charles L. Vaughan
                               Barbara Y. Vaughan


                                     Sellers






                                 April 28, 1999


                                      -26-

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.  Purchase of Stock......................................................    2

2.  Purchase Price.........................................................    2

3.  Sellers' Representations and Warranties................................    2

    (a)  Corporate Status and Authority ...................................    2

    (b)  Capitalization ...................................................    2

    (c)  Books and Records ................................................    3

    (d)  Directors, Officers and Bank Accounts ............................    3

    (e)  Financial Statements .............................................    3

    (f)  Real Estate ......................................................    4

    (g)  Subsidiaries and Joint Ventures ..................................    4

    (h)  Ownership of Assets and Properties ...............................    4

    (i)  Condition of Assets and Properties ...............................    4

    (j)  Ownership of Rights ..............................................    5

    (k)  Accounts Receivable ..............................................    5

    (l)  Taxes ............................................................    5

    (m)  Leases, Contracts, Agreements and Other Obligations ..............    5

    (n)  Compliance with Law and Other Regulations ........................    6

    (o)  Labor, Employment Contracts, and Employee Benefit Programs .......    7

    (p)  Liabilities ......................................................    7

    (q)  Litigation .......................................................    8

    (r)  Insurance ........................................................    8

    (s)  Agreement Not in Breach of Other Instruments Affecting Corporation.   9

    (t)  Actions in the Ordinary Course of Business ........................   9

    (u)  No Material Adverse Change ........................................  10

4.  Further Representations, Warranties and Agreements of Sellers...........  12

    (a)  Ownership of Capital Stock of Corporation .........................  12

    (b)  Rights To Acquire Shares ..........................................  12

                                  -i-

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

    (c)  Power of Sellers to Execute Agreement .............................  12

    (d)  Agreement Not in Breach of Other Instruments Affecting Sellers.....  12

5.  Buyer's Representations, Warranties and Agreements......................  13

    (a)  Corporate Status and Authority ....................................  13

    (b)  Agreement Not in Breach of Other Instruments ......................  13

6.  Survival of Representations and Warranties..............................  13

7.  Buyer's Conditions Precedent to Closing.................................  14

    (a)  Compliance With Agreements and Covenants ..........................  14

    (b)  Truth and Correctness of Representations and Warranties ...........  14

    (c)  Absence of Litigation or Proceedings ..............................  14

    (d)  Delivery of Documents .............................................  14

8.  Sellers' Conditions Precedent to Closing................................  15

    (a)  Compliance with Agreements and Covenants ..........................  15

    (b)  Truth and Correctness of Representations and Warranties ...........  15

    (c)  Delivery of Documents .............................................  15

    (d)  Release of Guaranties .............................................  15

9.  Closing.................................................................  16

    (a)  Deliveries by Sellers .............................................  16

    (b)  Deliveries by Buyer ...............................................  16

10. Indebtedness to Sellers.................................................  17

11. Non-competition.........................................................  17

    (a)  Duration and Extent of Restriction ................................  17

    (b)  Restrictions with Respect to Customers and Employees ..............  18

    (c)  Remedies for Breach ...............................................  18

13. Further Assurances......................................................  19

14. Indemnification.........................................................  19

    (a)  Indemnity Against Losses from Untruth of Representations or
         Warranties or Breach of Agreements or Covenants ...................  19

                                 -ii-

                           TABLE OF CONTENTS

                                                                            Page
                                                                            ----

    (b)  Indemnity Against Suits and Claims ................................  20

    (c)  Limited Indemnity .................................................  20

    (d)  Maximum Liability .................................................  21

15. Brokers and Finders.....................................................  21

16. General Provisions......................................................  21

    (a)  Notices ...........................................................  21

    (b)  Binding Nature of Agreement; Assignment ...........................  22

    (c)  Entire Agreement ..................................................  23

    (d)  Controlling Law ...................................................  23

    (e)  Provisions Separable ..............................................  23

    (f)  Indulgences Not Waivers ...........................................  23

    (g)  Titles Not to Affect Interpretation ...............................  24

    (h)  Execution in Counterparts .........................................  24

    (i)  Gender ............................................................  24

    (j)  Number of Days ....................................................  24

    (k)  Further Assurances ................................................  24

    (l)  Successors and Assigns ............................................  25

                                      -iii-

                                   EXHIBIT "1"


                                 BALANCE SHEETS


The  Balance  Sheets of  Corporation  at 1/31/99,  2/28/99,  and 3/31/99 and the
Financial Statements for the fiscal years ended 12/31/95, 12/31/96, 12/31/97 and
12/31/1998 and all related schedules and notes to the foregoing.





                                   -Exhibit 1-

                                  SCHEDULE "A"


                                  BANK ACCOUNTS



Charles L. Vaughan                         President and Chief Financial Officer

Barbara Y. Vaughan                         Vice President and Secretary

Judith E. Hill                             Director

Community First National Bank Accounts:

Business Checking Account          8210615310
Dealer Reserve Account             8210800510

All persons authorized to sign checking accounts checks.

Up for renewal 4/24/99.




                                  -Schedule A-


                                  SCHEDULE "B"


                                   REAL ESTATE

Property located at 1919 West Fairmont, Tempe, Arizona:

1.   Lease Agreement with Redondo Wilton Property Company for Suites 1 through 4
     expires 5/31/99.

2.   Sublease  Agreement with  Advertising  Checking  Bureau for Suite 5 expires
     2/29/00.





                                  -Schedule B-


                                  SCHEDULE "C"


                                  SUBSIDIARIES


                                      NONE





                                  -Schedule C-

                                  SCHEDULE "D"


                                 PERMITTED LIENS



                                      NONE





                                  -Schedule D-

                                  SCHEDULE "E"


                                EXCESS MATERIALS


                                      NONE





                                  -Schedule E-

                                  SCHEDULE "F"


                             LICENSES AND TRADEMARKS




Agreement with Richard  Martin to furnish  mechanical  designs.  Copy of royalty
agreement is attached.





                                 -Schedule F-1-


                             [VSM Corporation Logo]

                  1919 W. Fairmont * Suite 2 * Tempe, AZ 85282
                        P.O. Box 25826 * Tempe, AZ 85285
                       (602) 431-0444 * Fax (602) 431-0528

                                                                February 1, 1996



Mr. Richard Martin
72 Kettletown Woods Road
Southbury, CT   06488

Dear Dick:

This letter will serve to define the agreement we have made for your furnishing
to VSM Corporation certain mechanical designs, and for the payment of royalties
to you on the sales of products made to those designs.

DESIGNS

The kind of designs to be furnished presently amount to two in number.
Additional designs may be furnished by you from time to time. The present
designs are:

      CHECK VALVE.  Three types of check valve designs are presently furnished.
      1. Weld-in, 1/4"
      2. Bolt in, 1/4" Face Seal, Female
      3. Bolt in, 1/4" Face Seal, Male

      VACUUM GENERATOR.  This element is sometimes called an eductor.  Two
      designs are presently furnished:
      1. Single 1/4" Face seal vacuum port.
      2. Dual 1/4" Face seal vacuum port.

TERM

The term of this agreement is twenty years from February 1, 1996, to January 31,
2016.




                                 -Schedule F-2-

Mr. Richard Martin
February 1, 1996
Page 2



ROYALTIES

Royalties shall be computed on the net sales amounts of these products. Copies
of VSM invoices to third parties will be furnished to you on a quarterly basis,
accompanied by a summary and payment of the amounts due you. Royalties on the
products made under this agreement and used in manufacturing other VSM products
will be compensated to you in the amount of seven and one-half percent (7.5%) of
the net price charged to a most favored third party. Warranty replacement items
and samples are excluded from this royalty.

In the event you should not survive the term of this agreement, royalties shall
accrue to your surviving spouse or children.

PAYMENTS

Payment of royalty amounts due will be made quarterly on or about January 15,
April 15, July 15 and October 15 of each year.


                                            Very truly yours,
                                            VSM CORPORATION
                                            Charles L. Vaughan


                                            /s/ Charles L. Vaughan
                                            ------------------------------------

Accepted:  /s/ Richard Martin
           ----------------------------
           Richard Martin

Date: 2/12/96

CLV:jh

                                 -Schedule F-3-

                                  SCHEDULE "G"


                                      TAXES


                                      NONE




                                  -Schedule G-

                                  SCHEDULE "H"


                               MATERIAL CONTRACTS

1.  GMAC
    Isuzu Truck '97
    12/31/96                   36 mos.          Option to purchase.


2.  Orix Credit Alliance
    Schleuniger Wire/Cable Machining Machine #54128
    11/03/98                   36 mos.          $1.00 buy out at end of lease.


3.  Sanwa Leasing Corporation
    Sharp 2025 Copier
    12/30/96                   36 mos.          $1.00 buy out at end of lease.


Effective 3/01/99, Sanwa Leasing Corporation is now Fleet Leasing Corporation.





                                  -Schedule H-

                                  SCHEDULE "I"


                               COMPLIANCE WITH LAW


                                      NONE






                                  -Schedule I-

                                  SCHEDULE "J"


                                  LABOR MATTERS


                                      NONE








                                  -Schedule J-

                                  SCHEDULE "K"


                              CONTINGENT SHIPMENTS


                                      NONE







                                  -Schedule K-

                                  SCHEDULE "L"


                                   LITIGATION




There are no suits pending or threatened against Corporation. However,
Corporation received and responded to a subpoena duces tecum in the lawsuit
styled Bend Research, Inc. v. Isotronics, LLC and Robert Adams, Civ. 99-6021-HO,
United States District Court for the District of Oregon.






                                  -Schedule L-

                                  SCHEDULE "M"


                                    INSURANCE


                                   [ATTACHED]






                                 -Schedule M-1-

SUMMARY OF INSURANCE                        Prepared:  4/23/98

For:     VSM Corporation                    The Arizona Group, Inc.
         Mark Carter                        33325 E. Baseline Road
         P.O. Box 25826                     P.O. Box 1818
         Tempe, AZ                          Gilbert, AZ
         85282        602-431-0444          85298-1818         602-892-8755

Policy Coverage Amount Company No. Eff. Exp. - -------- ------ ------- --- ---- ---- Commercial Application Auto Owners Insurance 45940639 05/15/96 05/15/99 Premises 001 Building 001 1919 W. Fairmont #2 Tempe, AZ 85282 Property Auto Owners Insurance 45940639 05/15/98 05/15/99 Premises 001 Building 001 Personal Prop 250,000 Coins % 90 Valuation RC Cause of Loss Special Deductable 500 PP of Others 1,000,000 Coins % 90 Valuation RC Cause of Loss Special Deductable 500 Stock/Invento 1,000,000 Coins % 90 Valuation RC Cause of Loss Special Deductable 500 Additional Coverages Total Blanket Property BPP limit is $2,250,000. General Liability Auto Owners Insurance Co. 45940639 05/15/98 05/15/99 Occurance General Aggregate 1,000,000 Products/Completed Oper. Aggr. Excluded Personal & Advertising Injury 1,000,000 Each Occurrence 1,000,000 Fire Damage (Any One Fire) 100,000 Medical Expense (Any One Person) 10,000 Per Occurence 250 Property Damage Deductible Endt 55091 1/89 Includeds Hired & Non-Ownd Auto Liability Equipment Floater Auto Owners Insurance Co. 45940639 05/15/98 05/15/99 Coverage/Deductible Special Form Incl Theft Actual Cast Valuation $250 % Coinsurance 100
-Schedule M-2- SUMMARY OF INSURANCE Prepared: 4/23/98 For: VSM Corporation The Arizona Group, Inc. Mark Carter 33325 E. Baseline Road P.O. Box 25826 P.O. Box 1818 Tempe, AZ Gilbert, AZ 85282 602-431-0444 85298-1818 602-892-8755
Policy Coverage Amount Company No. Eff. Exp. Equipment Floater (Continued) Valuation $250 % Coinsurance 100
-Schedule M-3-
SCHEDULED EQUIPMENT MODEL DESCRIPTION ID#/ DATE AMOUNT OF NO. YEAR (TYPE, MANUFACTURER, MODEL, CAPACITY, ETC.) SERIAL NO. PURCHASED NEW/USED INSURANCE - --- ---- ------------------------------------------- ---------- ------------------ --------- 001 Spectrometer Helium Leak Cart BDBAD6005027 10,000 002 CP 1 D1-100 Power Supply 145 9,000 003 CP 500 Y Fweld Head 7,500 004 25 ft Remote Pendant 750
-Schedule M-4- SCHEDULE "N" CONFLICTS NONE -Schedule N- SCHEDULE "O" EXTRAORDINARY ACTIONS NONE -Schedule O- SCHEDULE "P" MATERIAL ADVERSE CHANGES NONE -Schedule P-