VECTRA TECHNOLOGIES INC, 8-K, 1995-07-13

VECTRA TECHNOLOGIES INC
8-K, 1995-07-13
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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 25049

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: June 30, 1995
--------------------------------------
(Date of earliest event reported)

VECTRA TECHNOLOGIES, INC.
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Washington 0-14618
----------------------------------------------------------------------------
(State or other jurisdiction of incorporation) (Commission File Number)

91-1160888
-------------------
(IRS Number)

5000 Executive Parkway Suite 500, San Ramon, California 94583
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 275-4500

1010 S. 336th Street, Suite 220, Federal Way, Washington 98003
--------------------------------------------------------------------------
(Former name or former address, if changed since last report)

<PAGE>

Item 2. ACQUISITION OR DISPOSITION OF ASSETS.

Pursuant to the terms of a Stock Purchase Agreement (the "Agreement"),
dated as of June 30, 1995, by and among VECTRA Technologies, Inc. (the
"Company"), VECTRA Services, Inc. ("Services"), a wholly owned subsidiary of
Company, and Westinghouse Electric Corporation, through its Nuclear Services
Division ("Westinghouse"), the Company and Services sold Westinghouse all of the
outstanding shares of Plant Services, Inc. ("Plant"). Immediately prior to the
closing of the Agreement, Services contributed all of the assets and
substantially all of the liabilities of its chemical cleaning and chemical
decontamination business to Plant. A copy of the Agreement is provided as
Exhibit 2. Capitalized terms not defined herein have the meaning given in the
Agreement.

The purchase price, $19 million cash at closing plus future contingent
payments as described below, was reduced by $1.58 million related to certain
balance sheet adjustments as described in the Agreement (which were based on
estimates, further adjustments will be made following receipt of final
accounting for the period). In addition, the cash received at closing was
reduced by $2 million, which the parties agreed to deposit into an escrow
account in order to finance an environmental remediation plan. The parties
were unable to agree on the amount necessary to finance the remediation plan
prior to closing and agreed to proceed to develop cost estimates of the
remediation plan, with any excess funds in the escrow being distributed to the
Company.

In addition to the $19 million purchase price, under the Agreement
Westinghouse has two unsecured contingent obligations to make cash payments to
the Company, the maximum aggregate amount of which is $3.6 million and the
combined minimum amount of which is $500,000.

The first earn-out (the "Backlog Gross Margin Earn-Out") is based on the
actual gross margin to be earned by Services' contracts existing at closing and
to be performed on or before May 31, 1996. If the contracts perform as
projected, Company will earn an additional $1 million. If the contracts perform
better or worse, the amount payable will be adjusted.

The second earn-out (the "Successor Gross Margin Earn-Out") is based on
Westinghouse's gross revenues over a three year period from the chemical
cleaning and chemical decontamination business compared to certain revenue
targets. If Westinghouse's revenues exceed the targets, Westinghouse will pay
Company 25% of the gross margin related to the gross revenues in excess of the
targets. The amount payable under this earn-out is capped annually and the
total payable under both earn-outs is limited to $3.6 million.

In connection with obtaining the banks consent to the sale of Plant and
release of their security interests in the assets of Plant, the Company and its
banks agreed to a number of amendments to the loan agreements and security
documents, which amendments included directing payments from the sale proceeds
to the term loan and revolving credit facility. After payment of expenses of
the transaction, Company paid approximately $7.28 million on its term loan,
resulting in a balance of $3.22 million. Any amounts released to the Company
from the environmental escrow will be paid towards the term loan. Company and
its affiliates also paid $6.6 million on its revolving credit agreement,
resulting in a balance of $8.39 million. As of June

<PAGE>

30, 1995, the Company had a revised revolving credit facility of $12.5 million
of which $4.11 million was available based on the accounts receivable borrowing
base (reflecting the reduction in accounts receivable that were sold as part of
Plant).

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not Applicable

(b) Pro forma financial information.
SEE ATTACHMENT A
(c) Exhibits.

EXHIBIT NUMBER DESCRIPTION OF EXHIBIT

2 Stock Purchase Agreement dated as of June
30, 1995 by and among VECTRA
Technologies, Inc., VECTRA Services, Inc.
and Westinghouse Electric Corporation,
through its Nuclear Services Division

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

VECTRA TECHNOLOGIES, INC.
(Registrant)

Dated: July 12, 1995 By: /s/ John R. Holding
_____________________________
Its: Vice President and Chief
Financial Officer

<PAGE>

ATTACHMENT A

VECTRA TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS AND
STATEMENTS OF OPERATIONS

The following pro forma consolidated balance sheets as of January 1, 1995,
April 2, 1995, and May 28, 1995, and statements of operations for the year ended
January 1, 1995, the three months ended April 2, 1995 and the five months ended
May 28, 1995 (together, the "Pro Forma Statements") are unaudited. The Pro
Forma Statements give effect to the sale as if the transaction had occurred at
an earlier time. It is intended to help readers understand the impact of a
significant transaction by showing how the transaction might have affected the
historical financial statements. The pro forma balance sheets as of January 1,
1995, April 2, 1995 and May 28, 1995, prepared as if the sale was effective on
those dates, reflect the Company's balance sheets and include the effect of
events that are directly attributable to the sale. The pro forma statement of
operations for the year ended January 1, 1995 was prepared as if the transaction
was effective January 1, 1994. The pro forma statements of operations for the
three months ended April 2, 1995 and for the five months ended May 28, 1995 were
prepared as if the transaction was effective January 1, 1995.

The Pro Forma Statements do not purport to represent what VECTRA's
financial position or results of operations would actually have been if such
transaction had in fact occurred on such dates or to project VECTRA's financial
position or results of operations as of any future date or for any future
period. The Pro Forma Statements are based on the historical financial
statements of VECTRA giving effect to the sale and the assumptions and
adjustments in the accompanying notes to the Pro Forma Statements.

<PAGE>

ATTACHMENT A

VECTRA TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JANUARY 1, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
Plant Services, Pro Forma Pro Forma
ASSETS VECTRA Inc. Adjustments Consolidated
------------ ---------------- ------------- ------------------
<S> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 3,427 $ (249) $ 1,550(1) $ 4,728
Securities available for sale 919 -- 919
Accounts receivable 26,211 (3,116) 23,095
Costs and estimated
earnings in excess of
billings on uncompleted
contracts 3,076 (406) 2,670
Inventories 1,426 -- 1,426
Prepaid expenses 931 (11) 920
-------- -------- -------- --------
TOTAL CURRENT ASSETS 35,990 (3,782) 1,550 33,758

Property, plant and
equipment, net 11,304 (4,806) 6,498

Other assets 36,871 (22) 36,849
-------- -------- -------- --------
TOTAL ASSETS $ 84,165 $ 8,610 $ 1,550 $ 77,105
-------- -------- -------- --------
-------- -------- -------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Note payable short-term $ 15,200 $ -- $ (6,600)(2) $ 8,600
Accounts payable and
accrued expenses 11,213 (1,662) 750(1) 13,701
800(1)
2,600(3)
Accrued payroll & related
expenses 7,014 (208) 6,806
Billings in excess of
revenues 9,122 (5,618) 3,504
Current portion long term
debt 2,712 -- 2,712
-------- -------- -------- --------
TOTAL CURRENT LIABILITIES 45,261 (7,488) (2,450) 35,323
Long-term debt net of
warrants 8,617 -- (7,286)(2) 1,331
Deferred lease incentive 487 -- 487
Stockholders' equity 29,800 (1,122) 1,122(4) 39,964
10,164(5)
-------- -------- -------- --------
TOTAL LIABILITIES &
EQUITY $ 84,165 $ (8,610) $ 1,550 $ 77,105
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>

<PAGE>

ATTACHMENT A

VECTRA TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JANUARY 1, 1995
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
Plant Services, Pro Forma Pro Forma
VECTRA Inc. Adjustments Consolidated
------------ ----------------- --------------- --------------
<S> <C> <C> <C> <C>
Revenues $ 140,023 $ (17,277) $ $ 122,746

Operating costs 94,320 (10,918) 83,402
---------- ---------- --------- ----------

Gross profit 45,703 (6,359) 39,344

Research and development 1,592 (35) 1,557

Selling, general and
administrative expenses 46,584 (2,297) 44,287
---------- ---------- --------- ----------

Operating income (loss) (2,473) (4,027) (6,500)

Interest expense, net 2,702 -- (1,020)(6) 1,682
---------- ---------- --------- ----------
Income (loss) before taxes (5,175) (4,027) 1,020 (8,182)

Income taxes 150 -- 150
---------- ---------- --------- ----------
Net income (loss) $ (5,325) $ (4,027) $ 1,020 $ (8,332)
---------- ---------- --------- ----------
---------- ---------- --------- ----------

Net income (loss) per share $ (.68) $ (.52) $ .13 $ (1.07)
---------- ---------- --------- ----------
---------- ---------- --------- ----------

Average shares outstanding 7,802 7,802 7,802 $ 7,802
---------- ---------- --------- ----------
---------- ---------- --------- ----------
</TABLE>

<PAGE>

ATTACHMENT A

VECTRA TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF APRIL 2, 1995
(IN THOUSANDS)

Plant Services, Pro Forma Pro Forma
ASSETS VECTRA Inc. Adjustments Consolidated
------------ ----------------- --------------- --------------
<S> <C> <C> <C> <C>
Current Assets: $ 1,723 $ (31) $ 1,550(1) $ 3,242

Cash and cash equivalents

Securities available for sale 1,060 -- 1,060

Accounts receivable 27,787 (6,953) 20,834

Costs and estimated
earnings in excess of
billings on uncompleted
contracts 6,997 (253) 6,744

Inventories 1,676 -- 1,676

Prepaid expenses 1,161 44 1,117
--------- --------- --------- ---------
TOTAL CURRENT ASSETS 40,404 (7,281) 1,550 34,673

Plant property and
equipment, net 12,731 (4,709) 8,022

Other assets 36,185 -- 36,185
--------- --------- --------- ---------
TOTAL ASSETS $ 89,320 $ (11,990) $ 1,550 $ 78,880
--------- --------- --------- ---------
--------- --------- --------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

Note payable short-term $ 15,200 $ -- $ (6,600)(2) $ 8,600

Accounts payable and
accrued expenses 17,331 (2,187) 750(1) 18,569
800(1)
1,875(3)
Accrued payroll & related
expense 7,441 (411) 7,030

Billings in excess of
revenues 8,245 (5,184) 3,061

Current portion long-term
debt 2,731 -- 2,731
--------- --------- --------- ---------
TOTAL CURRENT LIABILITIES 50,948 (7,782) (3,175) 39,991

Long-term debt 7,736 -- (7,286)(2) 450

Deferred lease incentive 471 -- 471

4,208(4)
Stockholders' equity 30,165 (4,208) 7,803(5) 37,968
--------- --------- --------- ---------
TOTAL LIABILITIES &
EQUITY $ 89,320 $ (11,990) $ 1,550 $ 78,880
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

<PAGE>

ATTACHMENT A

VECTRA TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTER ENDED APRIL 2, 1995
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

Operating costs 27,450 (3,648) 23,802
----------- ------------ --------- -----------
Gross profit 11,201 (3,084) 8,117

Research and development 29 (5) 24

Selling, general and
administrative expenses 10,214 (631) 9,583
----------- ------------ --------- -----------
Operating income 958 (2,448) (1,490)

Interest expense, net 755 -- (304)(6) 451
----------- ------------ --------- -----------
Income (loss) before taxes 203 (2,448) 304 (1,941)

Income taxes 40 -- 40
----------- ------------ --------- -----------
Net income (loss) $ 163 $ (2,448) $ 304 $ (1,981)
----------- ------------ --------- -----------
----------- ------------ --------- -----------
Net income (loss) per share $ .02 $ (.31) $ .04 $ (.25)
----------- ------------ --------- -----------
----------- ------------ --------- -----------
Average shares outstanding 7,888 7,888 7,888 $ 7,888
----------- ------------ --------- -----------
----------- ------------ --------- -----------
</TABLE>
<PAGE>

ATTACHMENT A

VECTRA TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF MAY 28, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
Plant Services, Pro Forma Pro Forma
Assets Vectra Inc. Adjustments Consolidated
--------------- ------------------- ----------------- ---------------------
<S> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 5,588 $ (30) $ 1,550(1) $ 7,108

Securities available for sale 1,072 -- 1,072

Accounts receivable 24,125 (2,541) 21,584
Costs and estimated earnings in
excess of billings on uncompleted
contracts 6,968 (491) 6,477

Inventories 1,765 -- 1,765
Prepaid expenses 877 (23) 854
----------- ----------- ----------- -----------
TOTAL CURRENT ASSETS $ 40,395 $ (3,085) $ 1,550 $ 38,860
----------- ----------- ----------- -----------

Plant, property, and equipment, net 14,376 (4,597) 9,779

Other assets 35,273 (8) 35,265
----------- ----------- ----------- -----------
TOTAL ASSETS $ 90,044 $ (7,690) $ 1,550 $ 83,904
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

Note payable short-term $ 18,200 $ -- $ (6,600)(2) $ 11,600

Accounts payable and accrued 17,024 (1,349) 750(1) 19,790
expenses 800(1)
2,565(3)

Accrued payroll & related
expense 6,980 (292) 800(1) 6,688

Billings in excess of revenues 7,005 (4,741) 2,565(3) 2,264

Current Portion long-term debt 2,662 -- 2,662
----------- ----------- ----------- -----------
TOTAL CURRENT LIABILITIES $ 51,871 $ (6,382) $ (2,485) $ 43,004
----------- ----------- ----------- -----------

Long-term debt net of warrants 7,870 -- (7,286)(2) 584

Deferred lease incentive 461 -- 461
1,308(4)
Stockholders' equity 29,842 (1,308) 10,013(5) 39,855
----------- ----------- ----------- -----------

TOTAL LIABILITIES & EQUITY $ 90,044 $ (7,690) $ 1,550 $ 83,904
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
<PAGE>

ATTACHMENT A

VECTRA TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE FIVE MONTHS ENDED MAY 28, 1995
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

Plant Services, Pro Forma Pro Forma
VECTRA Inc. Adjustments Consolidated
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 59,356 $ (8,982) $ $ 50,374
Operating costs 41,930 (4,722) 37,208
---------- ----------- ---------- ---------
Gross profit 17,426 (4,260) 13,166
Research and development 198 (7) 191
Selling, general and
administrative expenses 16,086 (1,075) 15,011
---------- ----------- ---------- ---------
Operating income 1,142 (3,178) (2,036)
Interest expense, net 1,273 -- (480)6 793
---------- ----------- ---------- ---------
Income (loss) before taxes (131) (3,178) 480 (2,829)
Income taxes 40 -- 40
---------- ----------- ---------- ---------
Net income (loss) $ (171) $ (3,178) $ 480 $ (2,869)
---------- ----------- ---------- ---------
---------- ----------- ---------- ---------
Net income (loss) per share $ (.02) $ (.40) $ .06 $ (.36)
---------- ----------- ---------- ---------
---------- ----------- ---------- ---------
Average shares outstanding 7,888 7,888 7,888 $ 7,888
---------- ----------- ---------- ---------
---------- ----------- ---------- ---------

</TABLE>
<PAGE>

ATTACHMENT A

VECTRA TECHNOLOGIES, INC.
NOTES TO PRO FORMA STATEMENTS

1. To reflect proceeds to be used for liabilities retained by the Company and
estimated expenses of the transaction.

2. To reflect the use of proceeds from the sale to reduce outstanding debt.

3. To record additional income tax liabilities resulting from the gain on sale.

4. To eliminate the equity of Plant Services, Inc.

5. To record the gain on sale.

6. To reduce interest expense due to the reduction in outstanding debt.

<PAGE>

STOCK PURCHASE AGREEMENT

BETWEEN

VECTRA TECHNOLOGIES, INC.
VECTRA SERVICES, INC.

AND

WESTINGHOUSE ELECTRIC CORPORATION,
THROUGH ITS NUCLEAR SERVICES DIVISION

DATED AS OF JUNE 30, 1995

<PAGE>

TABLE OF CONTENTS

PAGE
ARTICLE I--SALE AND PURCHASE . . . . . . . . . . . . . . . . . . . . . . 1
1.1. Agreement of Sale and Purchase of Stock . . . . . . . . . . . 1
1.2. Assets of Sub . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3. Assumed Liabilities . . . . . . . . . . . . . . . . . . . . . 4
1.4. Purchase Price . . . . . . . . . . . . . . . . . . . . . . . 6
1.5. Closing Cash Payment . . . . . . . . . . . . . . . . . . . . 6
1.6. Allocation of Purchase Price . . . . . . . . . . . . . . . . 6
ARTICLE II--PURCHASE PRICE ADJUSTMENT . . . . . . . . . . . . . . . . . . 6
2.1. Pre-Closing Adjustments . . . . . . . . . . . . . . . . . . . 6
2.2. Post-Closing Adjustments . . . . . . . . . . . . . . . . . . 7
2.3. Rules for Calculating Adjustments . . . . . . . . . . . . . . 8
2.4. Final Closing Statement . . . . . . . . . . . . . . . . . . . 8
2.5. Settlement of Obligations . . . . . . . . . . . . . . . . . 12
ARTICLE III--EARN-OUT . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.1. Contingent Earn-Out Obligation . . . . . . . . . . . . . . 13
3.2. Backlog Gross Margin Earn-Out . . . . . . . . . . . . . . . 13
3.3. Successor Gross Margin Earn-Out . . . . . . . . . . . . . . 13
3.4. Determination of Obligations . . . . . . . . . . . . . . . 14
3.5. Settlement of Obligations . . . . . . . . . . . . . . . . . 18
ARTICLE IV--REPRESENTATIONS AND WARRANTIES OF THE SELLER . . . . . . . 19
4.1. Representations and Warranties of Seller . . . . . . . . . 19
4.2. Extent of Representations and Warranties . . . . . . . . . 25
4.3. Knowledge Representations and Warranties . . . . . . . . . 25
4.4. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . 26
4.5. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE V--REPRESENTATIONS AND WARRANTIES OF THE PURCHASER . . . . . . 26
5.1. Representations and Warranties of Purchaser . . . . . . . . 26
5.2. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . 27
ARTICLE VI--ACTIONS PRIOR TO CLOSING . . . . . . . . . . . . . . . . . 27
6.1. Access to Information . . . . . . . . . . . . . . . . . . . 27
6.2. Conduct of Business Prior to Closing . . . . . . . . . . . 27
6.3. Registrations . . . . . . . . . . . . . . . . . . . . . . . 28
6.4. Compliance . . . . . . . . . . . . . . . . . . . . . . . . 29
6.5. Contract Completion . . . . . . . . . . . . . . . . . . . . 29
6.6. Environmental Matters . . . . . . . . . . . . . . . . . . . 29

-i-

<PAGE>

ARTICLE VII--OTHER AGREEMENTS AND ACTIONS SUBSEQUENT TO CLOSING . . . . 29
7.1. Trade Secrets . . . . . . . . . . . . . . . . . . . . . . . 29
7.2. Non-Competition Agreement . . . . . . . . . . . . . . . . . 30
7.3. General Assistance . . . . . . . . . . . . . . . . . . . . 30
7.4. Specific Assistance . . . . . . . . . . . . . . . . . . . . 30
7.5. Transition Services; Cooperation . . . . . . . . . . . . . 31
7.6. Regulatory Filings . . . . . . . . . . . . . . . . . . . . 31
7.7. Employee Matters . . . . . . . . . . . . . . . . . . . . . 31
7.8. Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . 34
7.9. Affiliate Obligations . . . . . . . . . . . . . . . . . . . 34
7.10. Non-Solicitation . . . . . . . . . . . . . . . . . . . . . 34
7.11. Books and Records . . . . . . . . . . . . . . . . . . . . . 35
7.12. Announcement . . . . . . . . . . . . . . . . . . . . . . . 35
7.13. Use of Names . . . . . . . . . . . . . . . . . . . . . . . 35
7.14. Best Efforts . . . . . . . . . . . . . . . . . . . . . . . 36
7.15. Exclusive Dealing . . . . . . . . . . . . . . . . . . . . . 36
7.16. License . . . . . . . . . . . . . . . . . . . . . . . . . . 36
7.17. Accounts Receivable Guarantee . . . . . . . . . . . . . . . 36
ARTICLE VIII--CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . 36
8.1. Purchaser's Conditions to Close . . . . . . . . . . . . . . 36
8.2. Seller's Conditions to Close . . . . . . . . . . . . . . . 38
ARTICLE IX--TERMINATION AND REMEDIES . . . . . . . . . . . . . . . . . 39
9.1. Termination . . . . . . . . . . . . . . . . . . . . . . . . 39
9.2. Effect of Termination . . . . . . . . . . . . . . . . . . . 39
9.3. Liquidated Damages . . . . . . . . . . . . . . . . . . . . 40
ARTICLE X--CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . 40
10.1. Time and Place . . . . . . . . . . . . . . . . . . . . . . 40
10.2. Items to be Delivered by Seller . . . . . . . . . . . . . . 40
10.3. Items to be Delivered by Purchaser . . . . . . . . . . . . 41
10.4. Effect of Closing . . . . . . . . . . . . . . . . . . . . . 42
ARTICLE XI--INDEMNIFICATION, REMEDIES AND DISPUTE RESOLUTION . . . . . 42
11.1. Exclusive Remedy . . . . . . . . . . . . . . . . . . . . . 42
11.2. Requirement of Indemnification by Seller . . . . . . . . . 42
11.3. Requirement of Indemnification by Purchaser . . . . . . . . 42
11.4. Notice and Third-Party Claims . . . . . . . . . . . . . . . 43
11.5. Remedies; Survival Period . . . . . . . . . . . . . . . . . 44
11.6. Resolved and Pending Excess Claims . . . . . . . . . . . . 45
11.7. Arbitration . . . . . . . . . . . . . . . . . . . . . . . . 46
11.8. Purchase Price Adjustment . . . . . . . . . . . . . . . . . 47

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<PAGE>

ARTICLE XII--DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . 47
12.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . 47
ARTICLE XIII--GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . 55
13.1. Law Governing . . . . . . . . . . . . . . . . . . . . . . . 55
13.2. Assignment . . . . . . . . . . . . . . . . . . . . . . . . 55
13.3. Amendment and Modification; Waivers . . . . . . . . . . . . 55
13.4. Submission to Jurisdiction; Waivers . . . . . . . . . . . . 55
13.5. Expenses; Transfer Taxes . . . . . . . . . . . . . . . . . 56
13.6. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 56
13.7. Announcements . . . . . . . . . . . . . . . . . . . . . . . 57
13.8. Entire Agreement . . . . . . . . . . . . . . . . . . . . . 57
13.9. Counterparts . . . . . . . . . . . . . . . . . . . . . . . 57
13.10. Headings . . . . . . . . . . . . . . . . . . . . . . . . . 57
13.11. Further Documents . . . . . . . . . . . . . . . . . . . . . 58
13.12. Risk of Loss . . . . . . . . . . . . . . . . . . . . . . . 58
13.13. Severability . . . . . . . . . . . . . . . . . . . . . . . 58
13.14. No Third-Party Rights . . . . . . . . . . . . . . . . . . . 58
SIGNATURE PAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

-iii-

<PAGE>

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this "AGREEMENT") is entered into as of June
30, 1995, by and among VECTRA Technologies, Inc. ("PARENT"), VECTRA Services,
Inc., its wholly-owned subsidiary (the "COMPANY" and, together with Parent,
"SELLER"), and Westinghouse Electric Corporation, through its Nuclear Services
Division ("PURCHASER").

WHEREAS, Parent, through the Company, performs certain services for various
nuclear utilities in the United States and throughout the world;

WHEREAS, on or prior to the Closing Date (as defined below), the Company
will organize under the laws of the State of Washington a corporation to be
named Plant Services, Inc. ("SUB"), of which the Company will own all of the
issued and outstanding shares of capital stock (the "SHARES"), and into which
Seller will contribute certain assets of the Company; and

WHEREAS, Purchaser desires to purchase all of the Shares;

NOW THEREFORE, in consideration of the mutual promises contained herein and
other good and valid consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:

ARTICLE I--SALE AND PURCHASE

1.1. AGREEMENT OF SALE AND PURCHASE OF STOCK. Subject to the terms and
conditions and in reliance upon the representations, warranties, obligations and
agreements set forth in this Agreement and the definitions of capitalized terms
set forth in Article XII hereof, at the Closing Seller agrees to sell to
Purchaser, and Purchaser agrees to purchase from Seller, the Shares in exchange
for the Purchase Price.

1.2. ASSETS OF SUB. On or prior to the Closing Date, Seller will assign,
transfer and convey to Sub the "ACQUIRED ASSETS," which consist of Seller's
right, title and interest in the assets owned or used by Seller in the conduct
of the Business as more fully described in Subsections 1.2.1 through 1.2.11
below, exclusive of the Excluded Assets, as such exist at the Closing, free and
clear of all liens, charges, restrictions and encumbrances except those set
forth below in the relevant Schedules to this Agreement or as otherwise
described herein; PROVIDED, HOWEVER, that with respect to Intellectual Property
Rights that Seller uses in other aspects of its operations which are not being
sold to Purchaser, Seller shall retain title to such Intellectual Property
Rights and grants to Purchaser and Sub a non-exclusive, fully paid,
royalty-free, in perpetuity license for Purchaser or Sub to use (in the
manufacture, use or sale of products) or sublicense with regard to the Business
such Intellectual Property Rights to conduct such Business as the noncompetition
provisions of Section 7.2 prevent Seller from engaging in, with Purchaser or Sub
having full right to assign such licenses to a subsequent purchaser of Successor
or substantially all of its assets that formerly comprised the Business.

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1.2.1. INVENTORY. "INVENTORY" shall mean parts and components used
in the ordinary course of the performance of the Contracts.

1.2.2. ACCOUNTS RECEIVABLE. "ACCOUNTS RECEIVABLE" shall mean all
receivables arising out of or related to the Contracts. Seller shall provide to
Purchaser at least five (5) business days prior to the Closing Date a list of
aged Accounts Receivable as of a recent practical date.

1.2.3. REVENUES IN EXCESS OF BILLINGS. "REVENUES IN EXCESS OF
BILLINGS" means the amount of revenue recognized by Seller, currently unbilled
but recognized as revenue under Seller's Revenue Recognition Standards, which
amount will ultimately be billed pursuant to the terms of the Contracts.

1.2.4. TANGIBLE ASSETS. "TANGIBLE ASSETS" shall mean: (a) all of
Seller's right, title, and interest in all machinery, equipment (including but
not limited to, pumps, valves, hoses and pipes, etc.), furniture, fixtures,
personalty, shipping containers, computer systems and related software, trucks,
and automobiles used in the conduct of the Business, whether or not such item is
recorded on any financial statement of the Business (including any maintenance
logs maintained in respect of the items described in this clause (a)), and (b)
all rights of Seller (to the extent transferable) under or pursuant to all
warranties, representations, and guaranties made by suppliers, manufacturers,
and contractors in connection with products sold to or services provided in
respect of the conduct of the Business, or affecting the property described in
(a) above. A complete list of the Tangible Assets, upon completion of a
physical inventory, will be set forth as Schedule 1.2.4.

1.2.5. REAL PROPERTY LEASES AND LEASEHOLD IMPROVEMENTS. "REAL
PROPERTY LEASES" shall mean all of Seller's right, title, and interest in the
Real Property and leasehold improvements (including capitalized leases) related
thereto, any prepaid rent, security deposits, and options to renew or purchase
thereunder all of which leases are listed on Schedule 1.2.5. A true and correct
copy of each Real Property Lease has been delivered to Purchaser by Seller.

1.2.6. PERSONAL PROPERTY LEASES. "PERSONAL PROPERTY LEASES" shall
mean all of Seller's right, title and interest in (a) the personal property
leases (including capitalized leases) under (i) under which Seller is lessee for
any machinery, equipment, vehicle, or computer or other tangible personal
property owned by a third party, or (ii) under which Seller is a lessor of, or
makes available for use by any third party, any tangible personal property owned
(including ownership for tax purposes) by Seller; and (b) any prepaid rent,
security deposits, and option to renew or purchase thereunder. Each Personal
Property Lease pertaining to tangible personal property having remaining
payments due in excess of Twenty-Five Hundred Dollars ($2,500) is listed on
Schedule 1.2.6, and a true and correct copy of each such Personal Property Lease
has been delivered to Purchaser by Seller.

1.2.7. CUSTOMER LISTS, BUSINESS PAPERS, AND LISTS. "CUSTOMER
LISTS, BUSINESS PAPERS, AND LISTS" shall mean all right, title, and interest of
Seller in and to all files and papers under Seller's reasonable control relating
to the conduct of the Business, including without

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limitation customer lists, supplier lists, computer data, product data, sales
and advertising materials, sales, distribution, and purchase correspondence,
trade association memberships, lists of former customers and suppliers,
facilities plans and personnel, payroll, employment, and other records,
including Sub's corporate minute book and stock book, and copies of tax returns
(if any).

1.2.8. PERMITS. "PERMITS" shall mean all right, title, and
interest in and to all transferable permits, licenses, filings, authorizations,
approvals, or indicia of authority (and any pending applications for any
thereof) used to conduct the Business as presently conducted and to own,
construct, operate, and maintain any fixture, equipment, vehicle, or machinery
used to conduct the Business as issued by any governmental agency, authority, or
other instrumentality of the United States or any state or political subdivision
of the United States, including without limitation those listed in Schedule
1.2.8.

1.2.9. CONTRACTS. "CONTRACTS" shall mean all contracts, purchase
orders, instruments or licenses to which Seller is a party relating to the
conduct of the Business, including without limitation Contracts with respect to
(i) personal property, (ii) the purchase or sale of Inventory, materials,
supplies, and services, (iii) the marketing and sale of the products or services
of the Business, and (iv) confidentiality and/or nondisclosure of information
concerning the Business to the extent that such contracts pertain to obligations
of third parties to maintain the confidentiality of information concerning the
Acquired Assets, including without limitation all of Seller's rights, known or
unknown, of recovery, contribution, or indemnification against any third party
arising out of any such Contract. The term "CONTRACT" does not include Real
Property Leases or Personal Property Leases. Schedule 1.2.9 contains, with
respect to the Business and except with respect to Excluded Assets, a list of
the following Contracts:

(a) all agreements or Contracts of Seller not made in the
ordinary course of business requiring payment in excess of Twenty Five Thousand
Dollars ($25,000) or the furnishing of services for a period in excess of six
(6) months after the Closing;

(b) purchase orders or similar Contracts and Contracts for
services executed in accordance with the ordinary course of business involving
(A) the furnishing of a supply of products over a period in excess of six (6)
months, (B) payment or receipt by Seller of more than Twenty Five Thousand
Dollars ($25,000), or (C) requiring the furnishing of services extending for a
term beyond six (6) months after the Closing Date (unless terminable without
payment or penalty upon more than 30 days' notice); and

(c) each (i) confidentiality or secrecy agreement obtained by
Seller to the extent that such agreements pertain to obligations of third
parties to maintain the confidentiality of information concerning the Acquired
Assets and presently in effect with respect to Intellectual Property Rights
constituting part of the Acquired Assets or with respect to any examinations of
the Business and (ii) "teaming" agreement with respect to projects or work
performed by Seller in conjunction with another company. Seller makes no
representation or warranty, whether explicit or implicit, as to the
transferability of such agreements.

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True and correct copies of each Contract listed on Schedule 1.2.9 either have
been delivered to Purchaser by Seller prior to the execution of this Agreement
(such Contracts are denoted with an asterisk (*) on Schedule 1.2.9) or will be
delivered to Purchaser by Seller no later than five (5) business days prior to
Closing. The Contracts on Schedule 1.2.9 denoted by a dagger (+) are the
"MATERIAL CONTRACTS".

1.2.10. INTELLECTUAL PROPERTY RIGHTS. "INTELLECTUAL PROPERTY
RIGHTS" shall mean any and all United States and foreign rights and interests of
Seller, if any, in and to any licenses, patents, copyrights, logos, slogans,
trade names, trademarks, service marks, and registrations and applications
therefor used in the operation of the Business, as well as all trade secrets, if
any, owned or licensed by Seller and useful or planned for use in the Business,
including without limitation those listed in Schedule 1.2.10; PROVIDED, HOWEVER,
that, with respect to Trade Names, Seller shall transfer only the name "PN
Services;" provided, further, with respect to Intellectual Property Rights
(other than the patents listed on Schedule 1.2.10) that Seller uses in other
aspects of its operations which are not being sold to Purchaser, Seller shall
retain title to such Intellectual Property Rights and grant to Purchaser a
non-exclusive, fully paid, royalty-free, in perpetuity license for Successor to
use such Intellectual Property Rights to conduct such business as the
noncompetition provisions of Section 7.2 prevent Seller from engaging in, with
Purchaser having full right to assign such licenses to a subsequent purchaser of
Successor or substantially all of its assets that formerly comprised the
Business and with Purchaser having the right to sublicense such license to
licensees of the Acquired Assets.

1.2.11. WARRANTIES. "WARRANTIES" shall mean all transferable rights
of Seller under or pursuant to all warranties, representations, or guaranties
made by suppliers, manufacturers, and contractors in connection with products
sold to or services provided to Seller in respect of the conduct of the
Business, or affecting the property, machinery, or equipment used by Seller in
respect of the conduct of the Business, except as such warranties relate to
Excluded Assets or Retained Liabilities.

1.1.12 EMPLOYMENT RELATIONSHIPS. "EMPLOYMENT RELATIONSHIPS" shall
mean Seller's employment Relationships with the individuals identified on
Schedule 1.2.12.

1.2.13. EXCLUDED ASSETS. Seller shall retain and not assign or
transfer to Sub the assets identified in Schedule 1.2.13.

1.3. ASSUMED LIABILITIES. Sub shall, in conjunction with the assignment
and conveyance of the Acquired Assets, assume the "ASSUMED LIABILITIES," which
shall be obligations arising out of or related to the conduct of the Business or
the performance of the Contracts, exclusive of the Retained Liabilities, limited
to those obligations more fully described in Subsections 1.3.1 through 1.3.6
below, as incurred up to the Closing based on the result of the normal
operations of the Business.

1.3.1. ACCOUNTS PAYABLE AND ACCRUED EXPENSES. (a) "ACCOUNTS
PAYABLE" shall mean all obligations to third parties (except Employees): (i)
arising out of or related to the conduct of business by the Business, (ii) whose
origination and quantification is communicated by

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such third party in the form of a purchase order, invoice or other such billing
statement, and (iii) incurred prior to the Closing; PROVIDED, HOWEVER, that Sub
shall assume Accounts Payable only to the extent such accounts are provided for
in the Final Closing Statement. (b) "ACCRUED EXPENSES" shall mean obligations
to third parties (including without limitation Executives, Employees and taxing
authorities): (i) arising out of or related to the conduct of the Business,
(ii) that are for discrete or recurring payments generally made without
presentation of a purchase order, invoice or other such billing statement by a
third party, and (iii) incurred prior to the Closing; PROVIDED, HOWEVER, that
Sub shall assume Accrued Expenses only to the extent such amounts are provided
for in the Final Closing Statement.

1.3.2. BILLINGS IN EXCESS OF REVENUE. "BILLINGS IN EXCESS OF
REVENUE" means the amount Seller has billed third parties pursuant to the terms
of Contracts, but which Seller has not yet recognized as revenue under Seller's
Revenue Recognition Standards, as described in Exhibit 1.3.2.

1.3.3. CONTRACTS. All obligations, both payment and performance,
under the Contracts, including all obligations of Seller or Company to the
extent that they arise out of any obligation of Seller or Company under any
guarantee, indemnity or bond required by any Contract. Sub and Purchaser shall
assume full responsibility for all Contracts (except for Retained Customer
Contracts, as defined in paragraph 6.5.2) on the Closing Date or, if any
Contract is not assigned as of such date, the date Seller's assignment of said
Contracts to Sub becomes effective, which shall be the date of any such consent
to assignment by the customer. Sub and Purchaser shall not assume any new
obligations which are imposed by any customer as a condition to granting any
Consent.

1.3.4. ASSUMED LEASES. All obligations, both payment and
performance, under the Assumed Leases.

1.3.5. OTHER LIABILITIES. All other obligations incurred in the
ordinary course of business pursuant to the terms of Contracts but for which
Seller has not received a statement, purchase order or invoice as of the
Closing, the aggregate of which shall not exceed $2,500.00 (the "OTHER
LIABILITIES").

1.3.6. RETAINED LIABILITIES. Seller shall retain and neither Sub
nor Purchaser will assume the following liabilities (the "RETAINED
LIABILITIES"): (a) any Accounts Payable not provided for in the Final Closing
Statement; (b) any Accrued Expenses not provided for in the Final Closing
Statement; (c) any intercompany balances due from the Business to Seller or
other divisions or subsidiaries of Seller; (d) any Bank Debt allocable to the
Business; (e) any severance costs and expenses of Seller's employees who are not
employed by Sub or Purchaser and, except as provided in Section 7.7, any bonuses
or other employee benefits accruing prior to Closing owed by Seller to its
employees; (f) any Liabilities identified on Schedule 1.3.6; which schedule
identifies those Contracts of Seller to which Sub or Purchaser does not accept
all the terms thereof and specifies such terms; (g) any liabilities of Seller or
Sub for injury to or death of persons (other than workers' compensation claims)
or damage to or destruction of property occurring prior to the Closing Date
regardless of when said claim or liability is asserted, and any

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liabilities of Seller to employees of Sub hired by Purchaser for any workers'
compensation claim for any chronic occupational disease regardless of when said
claim or liability is asserted and arising from acts by Seller or Sub which
occur before the Closing Date and any liabilities of Seller or Sub to other
employees for any workmen's compensation claim for any other injury occurring
prior to the Closing Date, regardless of when asserted and (h) the obligation or
liability (if any) owing to Babcock King-Wilkinson Ltd. relating to the LOMI I
Decontamination Process.

1.4. PURCHASE PRICE. The "PURCHASE PRICE" for the Shares shall consist of:
(a) cash in the amount of Nineteen Million and No/100 U.S. Dollars
(US$19,000,000.00), such amount subject to adjustment pursuant to clauses (b),
(c), (d), (e), (f) and (g) of this Section 1.4; (b) an Estimated Billings
Adjustment as set forth in Section 2.1.1; (c) an Estimated Equity Adjustment as
set forth in Section 2.1.2; (d) a Billings Adjustment as set forth in Section
2.2.1; (e) an Equity Adjustment as set forth in Section 2.2.2; (f) an Earn-Out
as set forth in Article III of this Agreement; and (g) an Environmental
Adjustment as set forth in Section 2.

1.5. CLOSING CASH PAYMENT. At the Closing, Purchaser shall deliver, by
wire transfer, in immediately available funds, in accordance with Seller's
instructions, the Closing Cash Payment.

1.6. ALLOCATION OF PURCHASE PRICE. Pursuant to Purchaser's election
contemplated by paragraph (g) of Schedule 7.8, the Purchase Price shall be
allocated among the Acquired Assets of the Business as set forth on Schedule
1.6. Seller and Purchaser agree that the Purchase Price and the allocation
thereof have been determined at arms-length and in good faith on the basis of
what the parties believe to be the fair market value of the Business. Seller
and Purchaser agree that each party shall report the transactions contemplated
by this Agreement for income tax purposes in accordance with such allocation,
pursuant to Section 1060 of the Code and the regulations thereunder, and agree
not to take, in any filing with or accompanying any income tax return reporting
any part of the transaction undertaken herein, a position inconsistent with such
allocations.

ARTICLE II--PURCHASE PRICE ADJUSTMENTS

2.1. PRE-CLOSING ADJUSTMENTS. The following adjustments shall be made to
the Purchase Price prior to Closing.

2.1.1 ESTIMATED BILLINGS ADJUSTMENT. At least five (5) business
days before the Closing Date, Seller shall provide to Purchaser in writing the
"ESTIMATED BILLINGS ADJUSTMENT," which shall be Seller's good faith estimate of
the combination of Revenues in Excess of Billings, Designated Accounts
Receivable and Billings in Excess of Revenues. The Estimated Billings
Adjustment shall be used to determine the Closing Cash Payment as set forth in
Subsection 12.1.23.

2.1.2. ESTIMATED EQUITY ADJUSTMENT. At least five (5) business
days before the Closing Date, Seller shall provide to Purchaser in writing the
"ESTIMATED EQUITY ADJUSTMENT," which shall be Seller's good faith estimate of
the amount by which Average Shareholders' Equity

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exceeds Closing Shareholders' Equity. The Estimated Equity Adjustment shall be
used to determine the Closing Cash Payment.

2.1.3. FINANCIAL DUE DILIGENCE. Purchaser shall have the right
prior to Closing at a mutually agreeable time to examine the Company's financial
statements and such underlying records and workpapers as Purchaser deems
necessary and appropriate to evaluate and assess the accuracy of the Company's
financial records. Seller shall cooperate fully and promptly with Purchaser in
such examination and shall promptly make available to Purchaser any records
under Seller's reasonable control requested by Purchaser (provided that
Purchaser has proper security clearances, if required by applicable law) in
accordance with the immediately preceding sentence. If Purchaser notifies
Seller prior to Closing that Purchaser believes the Estimated Equity Adjustment
is in error by more than $50,000, and Seller disputes such conclusion, the
disputed amount of such adjustment shall be deposited at Closing into the escrow
provided by Exhibit 11.6.3 and any dispute shall be resolved using the procedure
provided in Section 2.4.

2.1.4 ENVIRONMENTAL ADJUSTMENT. Purchaser and Seller agree to
negotiate in good faith prior to the Closing Date an amount reasonably
calculated to remedy any environmental contamination, which contamination would
place the real property identified in Schedule 1.2.5 in violation of
Environmental Law, and to deposit such agreed amount (the "ENVIRONMENTAL
ADJUSTMENT") into the escrow provided by the Environmental Escrow Agreement in
the form attached as Exhibit 2.1.4(A). Amounts so deposited shall be applied
and any excess released as provided in the Environmental Agreement in the form
attached as Exhibit 2.1.4(B). If the parties have received the Phase II report
contemplated by Section 6.6.2, the amount to be deposited into the escrow shall
be an amount reasonably calculated to remediate the matters identified in the
report.

2.1.5 DISPUTES. Any dispute concerning the Estimated Equity
Adjustment shall be resolved exclusively according to the process set forth in
Section 2.4. The obligation(s) resulting from the Estimated Equity Adjustment
(including the obligation reached during the resolution of any dispute relating
thereto) shall be settled according to Section 2.5.

2.2 POST-CLOSING ADJUSTMENTS. The following adjustments shall be made to
the Purchase Price after Closing.

2.2.1. BILLINGS ADJUSTMENT. The "BILLINGS ADJUSTMENT" shall be the
amount of Billings minus the Estimated Billings Adjustment. "BILLINGS" shall be
the combination of Revenues in Excess of Billings, Designated Accounts
Receivable and Billings in Excess of Revenues, all as stated in the Final
Closing Statement.

2.2.2. EQUITY ADJUSTMENT. The "EQUITY ADJUSTMENT" shall be the
Closing Shareholders Equity minus the sum of (i) the Average Shareholders Equity
and (ii) the Estimated Equity Adjustment.

2.2.3 DISPUTES. Any dispute concerning the Billings Adjustment or
Equity Adjustment shall be resolved exclusively according to the process set
forth in Section 2.4. The

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obligation(s) resulting from the Billings Adjustment and/or Equity Adjustment
(including the obligation reached during the resolution of any dispute relating
thereto) shall be settled according to Section 2.5.

2.3. RULES FOR CALCULATING ADJUSTMENTS. The calculations made pursuant to
this Article shall be based on the premise that components of calculations that
are Acquired Assets shall be "debits" and components of calculations that are
Liabilities shall be "credits". If a component of a calculation is not based on
an Asset or Liability, the component shall be treated as a debit or credit as
set forth in the relevant provision of this Article.

2.3.1. COMBINATION OF DEBITS AND CREDITS. When debits and credits
are "COMBINED," the result of such combination shall be (a) a debit to the
extent that the aggregate of the debits exceeds the aggregate of the credits, or
(b) a credit to the extent that the aggregate of the credits exceeds the
aggregate of the debits.

2.3.2. DIFFERENCES BETWEEN DEBITS AND CREDITS. When a provision
requires the determination of the difference between a debit and a credit, the
following table uses numerical examples to set forth how to determine the
resulting debit or credit:

Initial Amount Subtracted Amount Result
-------------- ----------------- ------
Debit of $100 Debit of $40 Debit of $60
Debit of $100 Debit of $140 Credit of $40
Debit of $100 Credit of $40 Debit of $140

Credit of $100 Credit of $40 Credit of $60
Credit of $100 Credit of $140 Debit of $40
Credit of $100 Debit of $40 Credit of $140

2.3.3. ULTIMATE EFFECT OF DEBITS AND CREDITS. Once the result of a
calculation has been determined, if it is a debit it represents an increase to
the Purchase Price or an amount due to Seller, as the case may be, and if it is
a credit it represents a decrease to the Purchase Price or an amount due to the
Purchaser, as the case may be.

2.4. FINAL CLOSING STATEMENT.

2.4.1. CLOSING STATEMENT. Within sixty (60) days after the Closing
Date, Seller shall provide to Purchaser a balance sheet of Sub as of the Closing
Date, certified by a nationally recognized independent certified public
accounting firm (the "SELLER'S AUDITOR") as presenting the various items therein
in accordance with GAAP (the "CLOSING STATEMENT"), and a calculation of the
Billings Adjustment and Equity Adjustment based on such statement. The Closing
Statement shall be prepared in accordance with GAAP applied on a basis
consistent with that applied in preparing the balance sheets used to calculate
Average Shareholders Equity; provided, however, that any errors in the
application of GAAP with respect to such balance sheets shall be corrected for
purposes of the preparation of the Closing Statement and the Final Closing
Statement, and the

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balance sheets used to calculate Average Shareholders Equity shall be similarly
adjusted to correct such errors.

2.4.2. PURCHASER'S RIGHT OF EXAMINATION. (a) Purchaser shall have
sixty (60) days after receipt of the Closing Statement in which it and a
nationally recognized independent certified public accounting firm retained for
such purpose (the "PURCHASER'S AUDITOR") may examine the preliminary statements
and such underlying records and workpapers as the Purchaser's Auditor deems
necessary and appropriate to express an opinion on the Closing Statement.
Seller and Seller's Auditor shall cooperate fully and promptly with Purchaser
and Purchaser's Auditor in such examination and shall promptly make available to
Purchaser and Purchaser's Auditor any records under Seller's or Seller's
Auditor's reasonable control requested by Purchaser or Purchaser's Auditor and
Seller shall direct and authorize Seller's Auditor to make available to
Purchaser such records and workpapers (provided that Purchaser or Purchaser's
Auditor have proper security clearances, if required by applicable law) in
accordance with the immediately preceding sentence.

(b) At the conclusion of the sixty (60) day period, Purchaser
must either accept the statement as final (in which case it shall become the
Final Closing Statement) or provide Seller with a set of proposed adjustments to
the Closing Statement. Any proposed adjustment with respect to the Final
Closing Statement must exceed $50,000 , concurred in by the Purchaser's Auditor
as being necessary to present the various items in the Closing Statement in
accordance with GAAP (the "PROPOSED FINAL ADJUSTMENTS"). If Purchaser does not
provide Proposed Final Adjustments within the required sixty (60) day period,
the Closing Statement shall become the Final Closing Statement.

2.4.3. GOOD FAITH NEGOTIATION. If the Proposed Final Adjustments
are timely delivered, the parties shall, for a period of twenty (20) days
thereafter, seek in good faith to resolve in writing the matters of dispute
giving rise to the Proposed Final Adjustments.

2.4.4. SELECTION OF DISPUTES ARBITER. Following the twenty (20)
day period set forth in Subsection 2.4.3, either party may invoke the process
set forth in this Subsection 2.4.4 to select a partner in a nationally
recognized independent certified public accounting firm (other than those of
Purchaser's Auditor and Seller's Auditor) who shall resolve the matters of
dispute giving rise to the Proposed Final Adjustments in accordance with
Subsection 2.4.5 (the "DISPUTES ARBITER").

(a) Either party (the "INITIATOR") may initiate the following
selection process by notifying its Auditor and the other party (the "RECIPIENT")
in writing that it seeks the appointment of a Disputes Arbiter.

(i) The Recipient shall then, within five (5) business
days, notify its Auditor in writing (with a copy to the Initiator and its
Auditor) to contact the Initiator's Auditor for the purpose of selecting a
Disputes Arbiter in accordance with this Subsection.

(ii) Within five (5) business days after the Recipient's
Auditor is notified pursuant to clause (i) of this Subsection 2.4.4(a), each of
the Auditors shall select a

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partner in their respective Chicago offices (each such partner, a "RESOLUTION
PARTNER") and shall notify the other and the parties of such selection.

(iii) Within five (5) business days of the selection of the
two Resolution Partners, such partners shall select a Disputes Arbiter. If the
two Resolution Partners cannot agree on a Disputes Arbiter, at the end of the
five (5) day period set forth in the preceding sentence, each Resolution Partner
shall nominate one qualified partner to be Disputes Arbiter and shall notify the
parties of such nomination in writing. If the parties do not agree within five
(5) business days which of the two nominees shall be the Disputes Arbiter, at
noon on the next business day at the offices of the Initiator's nominee in the
presence of the two Resolution Partners, the Initiator's nominee shall flip a
quarter in such a manner that it falls at least five feet to rest on a flat
surface, and the Recipient's nominee shall call "heads" or "tails" while the
quarter is in the air. If the Recipient's nominee calls the flip correctly, he
or she shall be the Disputes Arbiter, otherwise the Initiator's nominee shall be
the Disputes Arbiter.

(b) The following consequences shall result if a party misses a
deadline in the process set forth in Subsection 2.4.4(a):

(i) If the Recipient fails to notify its Auditor to act in
accordance with Subsection 2.4.4(a)(i) and to send a copy of such notice to the
Initiator (in accordance with the provisions of Section 13.6) within the time
frame required by Subsection 2.4.4(a)(i), then the Initiator's position on the
disputed matters giving rise to the Proposed Final Adjustments shall be deemed
correct, and the Final Closing Statement shall be prepared based on the
Initiator's position in respect of such matters.

(ii) If a party's Auditor fails to notify the other party or
the other party's Auditor (in accordance with the provisions of Section 13.6) of
the Resolution Partner it has selected within the time frame required by
Subsection 2.4.4(a)(ii), then the Resolution Partner selected by the other
party's Auditor shall select the Disputes Arbiter.

(iii) If the two Resolution Partners have not agreed on a
Disputes Arbiter within the time frame required by the first sentence of
Subsection 2.4.4(a)(iii) and a party's Resolution Partner has not provided
notice of its nominee for Disputes Arbiter to the other party (in accordance
with the provisions of Section 13.6) within the time frame required by the
second sentence of Subsection 2.4.4(a)(iii), then the other party's Resolution
Partner's nominee shall be the Disputes Arbiter.

(iv) If a party's Resolution Partner or such partner's
nominee is not present for the coin flip required by the penultimate sentence of
Subsection 2.4.4(a)(iii), then the other party's Resolution Partner's nominee
shall be the Disputes Arbiter.

2.4.5. DISPUTE RESOLUTION PROCESS.

(a) By no later than five (5) business days after the Disputes
Arbiter's selection, the Disputes Arbiter shall notify each party in writing of
the schedule for the dispute

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resolution proceeding. At a minimum, the schedule shall include: a deadline for
written submissions not less than fifteen (15) nor more than twenty (20)
business days after the Disputes Arbiter's selection; an oral presentation
session to be held at a location specified by the Disputes Arbiter as soon as
possible as may be scheduled by the Disputes Arbiter but no later than fifteen
(15) business days after the deadline for written submissions. Written
submissions may be sent via facsimile, with the original and any supporting
documentation to follow by reputable overnight carrier. Any written materials
submitted under this Subsection 2.4.5 shall be sent to the Disputes Arbiter and
the other party at the same time and in the same manner.

(b) Each party's written submission shall include what it
believes to be the Final Closing Statement, the Billings Adjustment and Equity
Adjustment; PROVIDED, HOWEVER, that the aggregate amount of the Billings
Adjustment and Equity Adjustment proposed in the Purchaser's submission must be
at least US$50,000 different from the Billings Adjustment and Equity Adjustment
proposed by the Seller in Subsection 2.4.1. Each party may incorporate such
supporting documentation into its submission as it deems appropriate.

(c) Both parties shall, subject to the penultimate sentence of
this Subsection 2.4.5(c), have the right to be present at the oral presentation
at all times, accompanied by such advisers as they see fit. The Disputes
Arbiter shall, in his or her sole discretion, establish a time limitation (which
shall be the same for each party) during which each party may present its
position on the matters in dispute. The Purchaser shall present its position
first, and the Seller shall present its position second. The presentations
shall be informal, with a party speaking for itself or allowing its advisers to
present its position. The presentations may include supplemental documentation
rebutting claims made or documentation contained in the other party's written
submission. Following the presentations, the Disputes Arbiter may question the
parties and moderate the parties' questions of each other. The Disputes Arbiter
may, after one specific warning, order the departure of any person who refuses
to abide by the Disputes Arbiter's authority to control the session and to
moderate the parties' questioning of each other. If a party fails to attend the
oral presentation session, the party in attendance shall provide the Disputes
Arbiter with the absent party's Closing Statement, or Proposed Final
Adjustments, as the case may be.

(d) The Disputes Arbiter shall, upon a review of all
documentation, testimony and argument, determine the credibility and relevance
of the documentation and testimony offered. The Disputes Arbiter may, in his or
her sole discretion, require or allow the submission of further documentation
following the oral presentation session, which shall be provided within ten (10)
business days after the oral presentation session; PROVIDED, HOWEVER, that the
party not submitting the further documentation shall have five (5) additional
business days to comment on it. The Disputes Arbiter shall be entitled to draw
reasonable inferences from a party's failure to provide further documentation
within the required time frame.

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notify the parties which submission, or which of the submissions, as the case
may be, most fairly presents the Final Closing Statement, and such statements
shall be deemed final, thus resolving the parties' dispute. The Disputes
Arbiter shall include in such notification a calculation of the Billings
Adjustment and Equity Adjustment based upon the Final Closing Statement, and the
decision of the Disputes Arbiter shall be final and binding on the parties. The
Disputes Arbiter shall resolve the parties' dispute even if one of the parties
failed to provide a written submission or to attend the oral presentation
session. The Disputes Arbiter shall, if amounts were deposited into the Escrow
Account attached in the form of Exhibit 11.6.3 pursuant to Section 2.1.3, direct
the escrow agent in the Escrow Agreement to pay, and specify the amount and the
party entitled to receive, the amounts deposited and held pursuant to such
agreement. Each party shall be responsible for the costs and fees of its
outside professional advisers (including without limitation its Auditor and
legal counsel).

(f) The losing party shall bear one hundred percent (100%) of
the fees and costs of the Disputes Arbiter; PROVIDED, HOWEVER, that either party
may pay up to one hundred percent (100%) of the Disputes Arbiter's fees and
costs and recover the other party's share of the fees and costs, if any,
pursuant to Subsection 2.5.1. In resolving the parties' dispute, the Disputes
Arbiter shall not be required to follow the practices and procedures that would
be required for any audit in accordance with GAAS and shall not be required to
issue any report, opinion or certification in respect of the Final Closing
Statement. The Disputes Arbiter (and, for purposes of this Subsection 2.4.5(f),
his or her firm and other partners) shall have no liability whatsoever to the
Seller, the Purchaser, their affiliates or any other person or entity for any
action taken or omitted to be taken by the Disputes Arbiter with respect to the
parties' dispute, unless it is finally judicially determined that such liability
was caused by fraud or intentional misconduct on the part of the Disputes
Arbiter. The Seller and the Purchaser hereby agree jointly and severally to
indemnify and to hold harmless the Disputes Arbiter in respect of any and all
liabilities, costs and expenses (including reasonable attorney fees and
expenses), incurred or suffered by reason of or in any way relating to the
parties' dispute, except to the extent that it is finally judicially determined
that any such liability, cost or expense was caused by fraud or intentional
misconduct on the part of the Disputes Arbiter. The parties shall agree to
abide by such further terms and conditions, consistent with the philosophy of
this Subsection 2.4.5(f), as the Disputes Arbiter may reasonably request. Any
Disputes Arbiter selected under this Article II is an intended beneficiary of
the provisions of this Subsection 2.4.5(f).

2.5. SETTLEMENT OF OBLIGATIONS.

2.5.1. OBLIGATION TO PAY. Within five (5) business days of
notification of the Disputes Arbiter's decision containing the Billings
Adjustment and/or Equity Adjustment, the obligor shall deliver, by wire
transfer, in immediately available funds (U.S. Dollars), in accordance with the
obligee's instructions the amount of the Billings Adjustment and/or Equity
Adjustment, adjusted for any allocation of the Disputes Arbiter's fee and costs
under Subsection 2.4.5(f).

2.5.2. RIGHT OF ENFORCEMENT. If a party obligated to make a
payment under Subsection 2.5.1 fails to make such a payment, the obligee may
immediately seek enforcement of such obligation in a court of competent
jurisdiction. The prevailing party shall further be entitled

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to an award of any costs and fees (including without limitation those of its
legal counsel) incurred to obtain enforcement of an obligation arising under
this Article. Each of Purchaser and Seller hereby consent to the jurisdiction
and venue of the federal and state courts in Chicago, Illinois, for the purpose
of enforcing this Section 2.5.

ARTICLE III--EARN-OUT

3.1. CONTINGENT EARN-OUT OBLIGATION. Subject to the terms, conditions and
limitations set forth in Article III, Purchaser shall have an unsecured
contingent obligation to make cash payments to Seller in a maximum amount of
$3,600,000 (the "EARN-OUT"), comprised of a Backlog Gross Margin Earn-Out, with
a maximum obligation of $2,000,000 as more fully described in Section 3.2, and a
Successor Gross Margin Earn-Out, with a maximum obligation of $2,600,000 as more
fully described in Section 3.3. Purchaser's obligation to make payments
pursuant to the Earn-Out shall mature in accordance with Section 3.4.

3.2. BACKLOG GROSS MARGIN EARN-OUT. The "BACKLOG GROSS MARGIN EARN-OUT"
shall be due on or before July 31, 1996 (except to the extent any amount thereof
is disputed in good faith pursuant to Section 3.4) in the event that the ratio
obtained (and expressed as a percentage) by dividing the Backlog Gross Margin by
the Estimated Backlog Gross Margin (the "EARN-OUT RATIO") exceeds seventy
percent (70%), to the extent set forth in the following table:

Amount of
Backlog Gross
Earn-Out Ratio Margin Earn-Out
-------------- ---------------
less than 70% -0-
70% but less than Subsection 3.2.1
90%
90% but less than $1,000,000
110%
110% or more Subsection 3.2.2

3.2.1. EARN-OUT RATIO OF 70% TO 90%. If the Earn-Out Ratio is at
least seventy percent (70%) but less than ninety percent (90%), then the amount
that the Earn-Out Ratio exceeds seventy percent, divided by twenty, with that
result multiplied by $1 million, is the Backlog Gross Margin Earn-Out.

3.2.2. EARN-OUT RATIO OF 110% OR MORE. If the Earn-Out Ratio is
equal to or greater than one hundred ten percent (110%), then the Backlog Gross
Margin Earn-Out shall be an amount equal to (a) $1,000,000 plus (b) an amount
(up to an additional $1,000,000) equal to the Backlog Gross Margin minus one
hundred ten percent (110%) of the Estimated Backlog Gross Margin.

3.3. SUCCESSOR GROSS MARGIN EARN-OUT. The "SUCCESSOR GROSS MARGIN
EARN-OUT" shall be due in the event that the Successor achieves Gross Revenues,
calculated in accordance

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with Purchaser's Revenue Recognition Standards, in excess of Baseline Revenues
for any of the three calendar years set forth in Subsection 3.3.1, to the extent
set forth in Subsection 3.3.2.

3.3.1. PERFORMANCE MEASURES. The following table sets forth the
"BASELINE REVENUES" and "ANNUAL CAP" for each of the calendar years 1996, 1997
and 1998:

Baseline
Year Revenues Annual Cap
---------- -------------------- --------------------
1996 $28,225,000 $600,000
1997 34,863,000 1,000,000
1998 39,575,000 1,000,000

3.3.2. CALCULATION OF AMOUNT DUE. The amount of the Successor
Gross Margin Earn-Out due in any given year shall be the amount of Gross
Revenues minus Baseline Revenues, which difference shall be multiplied by the
Gross Margin Ratio, which product shall be further multiplied by twenty-five
percent (25%), such final product not to exceed the Annual Cap. The 1998 Annual
Cap shall be reduced to the extent that the Backlog Gross Margin Earn-Out
obligation exceeds $1,000,000. The "GROSS MARGIN RATIO" shall be determined for
any given calendar year by dividing such calendar year's Gross Margin by its
Gross Revenues.

3.4. DETERMINATION OF OBLIGATIONS.

3.4.1. EARN-OUT CERTIFICATION. Within sixty (60) days after May
31, 1996 (in the case of the Backlog Gross Margin Earn-Out) or within sixty (60)
days after December 31, 1996, 1997 and 1998 (in the case of the Successor Gross
Margin Earn-Out), Purchaser shall provide to Seller a statement presenting: (a)
all of the components of the relevant Earn-Out calculation, (b) a calculation
indicating whether an Earn-Out obligation is due, and, if applicable, (c) the
amount of such obligation; certified by the Purchaser's Auditor as presenting
the various components thereof and the calculation therein in accordance with
the provisions of this Agreement, including a certification that components of
the calculation required to be presented in accordance with the terms of this
Agreement are in fact stated in accordance therewith (an "EARN-OUT
CERTIFICATION"). If the Purchaser does not provide such Earn-Out Certification
when due, the maximum relevant Earn-Out obligation to Seller shall be due.

3.4.2. SELLER'S RIGHT OF EXAMINATION. Seller shall have sixty (60)
days after receipt of the Earn-Out Certification in which it and the Seller's
Auditor may examine the calculation, its components and such underlying records
and workpapers as the Seller's Auditor deems necessary and appropriate to
express an opinion on the Earn-Out Certification. Purchaser and Purchaser's
Auditor shall cooperate fully and promptly with Seller and Seller's Auditor in
such examination and Purchaser shall promptly make available to Seller and
Seller's Auditor any records under Purchaser's or Purchaser's Auditor's
reasonable control requested by Seller or Seller's Auditor and Purchaser shall
direct and authorize Purchaser's Auditor to make available to Seller such
records and workpapers (provided that Seller or Seller's Auditor have proper
security clearances, if required by applicable law) in accordance with the
immediately preceding sentence. On or before the conclusion of the sixty (60)
day period, Seller must either accept the Earn-Out Certification as

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final or provide Purchaser with a set of proposed adjustments to the Earn-Out
Certification, whose effect would result in a change in the payment due in
excess of US$50,000, concurred in by the Seller's Auditor as being necessary to
present the various components thereof and the calculation therein in accordance
with the provisions of this Agreement, including, if applicable, a certification
that the components of the calculation required to be presented in accordance
with the terms of this Agreement in fact require adjustment to be stated in
accordance therewith (a "NOTICE OF DISAGREEMENT"). If Seller accepts the
Earn-Out Certification or if Seller does not provide the Notice of Disagreement
within the required sixty (60) day period, the Earn-Out Certification shall
become final and any Earn-Out obligation resulting from the calculation set
forth therein shall be due and payable by wire transfer in immediately available
funds within five (5) business days.

3.4.3. GOOD FAITH NEGOTIATION. If the Notice of Disagreement is
timely delivered, the parties shall, for a period of twenty (20) days
thereafter, seek in good faith to resolve in writing the matters of dispute
giving rise to the Notice of Disagreement.

3.4.4. SELECTION OF DISPUTES ARBITER. Following the twenty (20)
day period set forth in Subsection 3.4.3, either party may invoke the process
set forth in this Subsection 3.4.4 to select a partner in a nationally
recognized independent certified public accounting firm (other than those of
Purchaser's Auditor and Seller's Auditor) who shall resolve the matters of
dispute giving rise to the Proposed Final Adjustments in accordance with
Subsection 3.4.5 (a "DISPUTES ARBITER").

(ii) Within five (5) business days after the Recipient's
Auditor is notified pursuant to clause (i) of this Subsection 3.4.4(a), each of
the Auditors shall select a partner in their respective Chicago offices (each
such partner, a "RESOLUTION PARTNER") and shall notify the other and the parties
of such selection.

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in the air. If the Recipient's nominee calls the flip correctly, he or she
shall be the Disputes Arbiter, otherwise the Initiator's nominee shall be the
Disputes Arbiter.

(b) The following consequences shall result if a party misses a
deadline in the process set forth in Subsection 3.4.4(a):

(i) If the Recipient fails to notify its Auditor to act in
accordance with Subsection 3.4.4(a)(i) and to send a copy of such notice to the
Initiator (in accordance with the provisions of Section 13.6) within the time
frame required by Subsection 3.4.4(a)(i), then the Initiator's position on the
disputed matters giving rise to the Notice of Disagreement shall be deemed
correct, and the relevant Earn-Out obligation shall be due based on the
Initiator's position in respect of such matters.

(ii) If a party's Auditor fails to notify the other party or
the other party's Auditor (in accordance with the provisions of Section 13.6) of
the Resolution Partner it has selected within the time frame required by
Subsection 3.4.4(a)(ii), then the Resolution Partner selected by the other
party's Auditor shall select the Disputes Arbiter.

(iii) If the two Resolution Partners have not agreed on a
Disputes Arbiter within the time frame required by the first sentence of
Subsection 3.4.4(a)(iii) and a party's Resolution Partner has not provided
notice of its nominee for Disputes Arbiter to the other party (in accordance
with the provisions of Section 13.6) within the time frame required by the
second sentence of Subsection 3.4.4(a)(iii), then the other party's Resolution
Partner's nominee shall be the Disputes Arbiter.

(iv) If a party's Resolution Partner or such partner's
nominee is not present for the coin flip required by the penultimate sentence of
Subsection 3.4.4(a)(iii), then the other party's Resolution Partner's nominee
shall be the Disputes Arbiter.

3.4.5. DISPUTE RESOLUTION PROCESS.

(a) By no later than five (5) business days after the Disputes
Arbiter's selection, the Disputes Arbiter shall notify each party in writing of
the schedule for the dispute resolution proceeding. At a minimum, the schedule
shall include: a deadline for written submissions not less than fifteen (15) nor
more than twenty (20) business days after the Disputes Arbiter's selection; an
oral presentation session to be held at a location specified by the Disputes
Arbiter within five (5) business days after the deadline for written
submissions. Written submissions may be sent via facsimile, with the original
and any supporting documentation to follow by reputable overnight carrier. Any
written materials submitted under this Subsection 3.4.5 shall be sent to the
Disputes Arbiter and the other party at the same time and in the same manner.

(b) Each party's written submission shall include what it
believes to be: (i) all of the components of the relevant Earn-Out calculation,
(ii) a calculation indicating whether an Earn-Out obligation is due, and, if
applicable, (iii) the amount of such obligation; PROVIDED,

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HOWEVER, that (1) the Seller's submission must assert that the Earn-Out
obligation due is at least US$50,000 greater than that determined by the
Earn-Out Certification, and (2) the Earn-Out obligation, if any, set forth in
the Purchaser's submission shall be due immediately. Each party may incorporate
such supporting documentation into its submission as it deems appropriate.

(c) Both parties shall, subject to the penultimate sentence of
this Subsection 3.4.5(c), have the right to be present at the oral presentation
at all times, accompanied by such advisers as they see fit. The Disputes
Arbiter shall, in his or her sole discretion, establish a time limitation (which
shall be the same for each party) during which each party may present its
position on the matters in dispute. The Seller shall present its position
first, and the Purchaser shall present its position second. The presentations
shall be informal, with a party speaking for itself or allowing its advisers to
present its position. The presentations may include supplemental documentation
rebutting claims made or documentation contained in the other party's written
submission. Following the presentations, the Disputes Arbiter may question the
parties and moderate the parties' questions of each other. The Disputes Arbiter
may, after one specific warning, order the departure of any person who refuses
to abide by the Disputes Arbiter's authority to control the session and to
moderate the parties' questioning of each other. If a party fails to attend the
oral presentation session, the party in attendance shall provide the Disputes
Arbiter with the absent party's Earn-Out Certification or Notice of
Disagreement, as the case may be.

(e) Promptly after considering all documentation and testimony,
and without any adjustment, the Disputes Arbiter shall decide which of the
parties' submissions (whether submitted by the party or on its behalf pursuant
to the last sentence of Subsection 3.4.5(c)) most fairly presents (i) the
components of the relevant Earn-Out calculation, (ii) the calculation indicating
whether an Earn-Out obligation is due, and (iii) the amount of such obligation.
The Disputes Arbiter shall notify the parties of such submission, thus resolving
the parties' dispute, and the Earn-Out obligation set forth therein shall be due
in cash within five (5) business days following such determination. The
decision of the Disputes Arbiter shall be final and binding on the parties. The
Disputes Arbiter shall resolve the parties' dispute even if one of the parties
failed to provide a written submission or to attend the oral presentation
session. Each of the parties shall be responsible for the costs and fees of its
outside professional advisers (including without limitation its Auditor and
legal counsel).

(f) The losing party shall bear one hundred percent (100%) of
the fees and costs of the Disputes Arbiter; PROVIDED, HOWEVER, that either party
may pay up to one hundred

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percent (100%) of the Disputes Arbiter's fees and costs and recover the other
party's share of the fees and costs, if any, in the manner set forth in the last
sentence of Subsection 3.4.5(e). Upon the Disputes Arbiter's determination of
the prevailing party, he or she shall notify both parties of any adjustment
required to allocate the Disputes Arbiter's costs and fees according to the
immediately preceding sentence, and such costs and fees, although not an
Earn-Out obligation, shall be due in cash within five (5) business days
following such determination. In resolving the parties' dispute, the Disputes
Arbiter shall not be required to follow the practices and procedures that would
be required for any audit in accordance with GAAS and shall not be required to
issue any report, opinion or certification in respect of his or her engagement.
The Disputes Arbiter (and, for purposes of this Subsection 3.4.5(f), his or her
firm and other partners) shall have no liability whatsoever to the Seller, the
Purchaser, their affiliates or any other person or entity for any action taken
or omitted to be taken by the Disputes Arbiter with respect to the parties'
dispute, unless it is finally judicially determined that such liability was
caused by fraud or intentional misconduct on the part of the Disputes Arbiter.
The Seller and the Purchaser hereby agree jointly and severally to indemnify and
to hold harmless the Disputes Arbiter in respect of any and all liabilities,
costs and expenses (including reasonable attorney fees and expenses), incurred
or suffered by reason of or in any way relating to the parties' dispute, except
to the extent that it is finally judicially determined that any such liability,
cost or expense was caused by fraud or intentional misconduct on the part of the
Disputes Arbiter. The parties shall agree to abide by such further terms and
conditions, consistent with the philosophy of this Subsection 3.4.5(f), as the
Disputes Arbiter may reasonably request. Any Disputes Arbiter selected under
this Article III is an intended beneficiary of the provisions of this Subsection
3.4.5(f).

3.4.6. MINIMUM PAYMENT. In conjunction with the satisfaction of
the 1998 Successor Gross Margin Earn-Out obligation, if Purchaser has not
satisfied at least $500,000 of matured Earn-Out obligations (including the 1998
Successor Gross Margin Earn-Out obligation, if any) in the aggregate, as stated
in Article III hereof, Purchaser shall have an additional obligation due and
owing to Seller in the amount of the deficiency of such aggregate Earn-Out
maturities under $500,000.

3.5. SETTLEMENT OF OBLIGATIONS. Once an Earn-Out obligation of the
Purchaser has matured, to the extent Purchaser's matured obligation has not been
reduced pursuant to Subsection 11.5.1, then Purchaser's obligation shall be
satisfied by delivering, within five (5) business days of the Disputes Arbiter's
determination of such obligation, by wire transfer, in immediately available
funds (U.S. Dollars), in accordance with Seller's instructions, the amount of
such unsatisfied obligation. If Purchaser fails to make a payment due in
accordance with this Section 3.5, Seller may immediately seek enforcement of
such obligation in a court of competent jurisdiction. Seller shall further be
entitled to an award of any costs and fees (including without limitation those
of its legal counsel) incurred to obtain enforcement of a payment due under this
Section 3.5. Each of Purchaser and Seller hereby consent to the jurisdiction
and venue of the federal and state courts in Chicago, Illinois, for the purpose
of enforcing this Section 3.5.

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ARTICLE IV--REPRESENTATIONS AND WARRANTIES OF THE SELLER

4.1. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller makes the following
representations and warranties to Purchaser, each of which is true and correct
on the date hereof, shall remain true and correct to and including the Closing
Date, shall be unaffected by any investigation heretofore or hereafter made by
Purchaser, or any notice to Purchaser other than in the Schedules (as defined
herein) or as disclosed pursuant to Subsections 8.1.1 or 8.1.2 and shall survive
the Closing and the transactions contemplated hereby as provided in Section
11.5.4. Seller's representations and warranties are subject to, and qualified
by, any fact or facts disclosed in a document referring to the representations
and warranties in this Agreement which identifies by appropriate corresponding
section number to which the disclosure relates and is delivered by Seller to
Purchaser prior to the execution of this Agreement and as such may be
supplemented prior to Closing (the "SELLER'S DISCLOSURE STATEMENT"), and which
has been initialed by authorized officers of Seller and Purchaser. Disclosure
of an item in Seller's Disclosure Statement referenced by a particular paragraph
in this Agreement shall, should the existence of the item or its contents be
relevant to any other paragraph, be deemed to be disclosed in that paragraph
whether or not an explicit cross-reference appears; provided, that the nature of
any matter disclosed by such item is reasonably apparent from the context of the
disclosed item without reference to any collateral document.

4.1.1. ORGANIZATION AND AUTHORITY; CAPITALIZATION OF SUB.

(a) Parent and Company are, and at the Closing Sub will be, a
corporation duly organized and validly existing under the laws of the State of
Washington. Company has and at Closing Sub will have all requisite corporate
power and authority to own, operate and lease properties and to carry on
business as now being conducted. Company is duly qualified and in good standing
in every jurisdiction in which the Acquired Assets owned, leased or operated
relating to the Business or the nature of the business being conducted makes
such qualification necessary in order to avoid any Adverse Material Effect, and,
except as set forth in Seller's Disclosure Statement, is not subject to any
agreement, commitment or understanding which restricts or may restrict the use
of the Acquired Assets in any jurisdiction or location.

(b) The execution and delivery of this Agreement does not, and
the consummation of the transaction contemplated hereby will not (assuming that
Seller shall have satisfied all of its conditions to close set forth in Section
8.2), violate any provision of Seller's certificate of incorporation or bylaws,
or any provisions of, or result in the acceleration of, any obligation under,
any mortgage, lien, lease, agreement, instrument, court order, arbitration
award, judgment or decree to which Seller is a party, or by which Seller is
bound and will not violate any other restriction of any kind or character to
which Seller is subject which, should such violation or acceleration occur,
would result in a Material Adverse Effect. All corporate actions required to be
taken by Seller to authorize the execution, delivery and performance of this
Agreement have been properly taken. This Agreement constitutes a valid and
binding obligation of the Seller.

(c) At the Closing: (i) the Shares will be owned beneficially
and of record by Seller and will constitute all of the issued and outstanding
shares of capital stock of

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Sub; (ii) the Shares will be duly authorized, validly issued, fully paid and
nonassessable; (iii) there will be no outstanding options, warrants or other
rights of any kind to acquire any capital stock of Sub or securities convertible
into or exchangeable for, or which otherwise confer on the holder thereof any
right to acquire, any such capital stock, nor will Sub be committed to issue any
such option, warrant, right or security; (iv) Seller will have valid title to
the Shares, free and clear of any and all liens, claims, security interests or
options; and (v) Seller will have full legal right, power and authority to sell,
transfer and convey the Shares to Purchaser.

4.1.2. CONDITION OF ACQUIRED ASSETS.

(a) Any Inventory of Seller with respect to the Business is in
an "AS-IS, WHERE-IS" condition and repair.

(b) Seller has good and marketable title to the Acquired Assets
free and clear of any mortgage, lien, pledge, charge, claim or encumbrance, and
subject to no restrictions on transferability, except as set forth in Seller's
Disclosure Statement.

(d) The Acquired Assets, including those Acquired Assets which
are subject to Seller's Best Efforts obligation to obtain third-party consents
to transfer to Sub and Purchaser and those Acquired Assets to be licensed to Sub
and Purchaser, include all assets reasonably necessary to operate the Business
in substantially the same manner as in the past.

(e) The Accounts Payable and Accrued Expenses listed on the
Closing Statement are not, as of June 30, 1995, more than 45 days old.

(f) EXCEPT AS SET FORTH IN THIS AGREEMENT, THERE ARE NO OTHER
WARRANTIES OF SELLER, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS.

4.1.3. SIGNIFICANT CHANGES. Since April 2, 1995, except as set
forth in Seller's Disclosure Statement, there have not been:

(a) Any material adverse changes in the financial or physical
condition of the Acquired Assets, except for changes caused by this Agreement.

(b) Any material loss, damage or destruction of the Acquired
Assets.

(c) Any litigation or administrative agency charges and
proceedings involving, relating to and affecting the Acquired Assets.

(d) Any mortgage, pledge, lien or encumbrance made on any of the
Acquired Assets.

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(e) Any sale, transfer or other disposition of any or all of the
Acquired Assets, except in the normal course of business.

4.1.4. CONTRACTS AND COMPLIANCE. Seller is not in default under
any Contracts, nor has any event occurred, which, through the passage of time or
the giving of notice, or both, would constitute a default under any such
contract or obligation, or cause the acceleration of any obligation of Seller or
result in the creation of any lien, charge or encumbrance whatsoever upon any or
all of the Acquired Assets.

4.1.5. LEASES.

(a) Schedules 1.2.5 and 1.2.6 identify the names and addresses
of each other party to the Leases. Seller has delivered to Purchaser a true,
correct and complete copy of each of the Leases.

(b) All Leases are valid and in full force and effect and,
except as set forth in Seller's Disclosure Statement, Seller has all right,
title and interest under the terms of each such lease, free and clear of all
liens, claims or encumbrances. Seller shall use its Best Efforts (as
hereinafter defined) to deliver to Purchaser lessor's consents to assignments
where required by a Lease if the failure to obtain such consent would result in
a Material Adverse Effect. All rentals due under said Leases as of the Closing
Date shall have been paid and there exists no default by Seller under the terms
of any Lease and no event has occurred which, upon the passage of time or giving
of notice, or both, would result in any event of default by Seller or prevent
Seller from exercising and obtaining the benefits of any options or other rights
contained therein, which defaults or events would result in a Material Adverse
Effect.

4.1.6. PERMITS. The Permits are in full force and effect.

4.1.7. LITIGATION. Except as set forth in Seller's Disclosure
Statement,

(a) There are no legal, administrative or other proceedings,
investigations or inquiries, product liability or other claims, judgments,
injunctions or restrictions filed, pending or outstanding against or involving
the Acquired Assets or the Assumed Liabilities.

(b) There are no legal, administrative or other proceedings,
investigations or inquiries, product liability or other claims, judgments,
injunctions or restrictions threatened against or involving the Acquired Assets
or the Assumed Liabilities.

4.1.8. INSURANCE. Seller will maintain insurance on Acquired
Assets up to and including the Closing Date.

4.1.9. NO BROKER. Seller has engaged Robertson, Stephens & Co. as
an investment banker to act on its behalf in connection with the transaction
contemplated by this

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Agreement. Seller has not taken any action which will cause Purchaser or Sub to
be responsible for any broker or finder's fee.

4.1.10. INTELLECTUAL PROPERTY RIGHTS.

(a) Schedule 1.2.10 lists the material Intellectual Property
Rights (other than trade secrets) presently owned, possessed, used or held
(under license or otherwise) by Seller which are used or currently contemplated
for use by Seller or Company for use in the Business to be transferred to Sub.
Except as listed in Seller's Disclosure Statement, Seller owns the entire
interest therein free and clear of all liens, licenses, encumbrances, equities,
conditional sales contracts, security interests and charges. Schedule 1.2.10
lists all grants of licenses, sublicenses or assignments of any of Seller's
Intellectual Property Rights.

(b) Purchaser's use of the Intellectual Property Rights in the
Business (where such Intellectual Property Rights are employed by Purchaser in a
manner consistent with the conduct of the Business by Seller) will not infringe
the Intellectual Property Rights of others.

(c) Except as set forth in Seller's Disclosure Statement, Seller
has received no written notice of any inquiries, investigations or pending
claims or litigation challenging or threatening to challenge Seller's right,
title and interest with respect to continued use of any Intellectual Property
Right in the Business or right to preclude others from using any Intellectual
Property Right. Seller will not use any Intellectual Property Rights
transferred to Sub hereunder in any manner inconsistent with the rights
transferred to Sub hereunder or inconsistent with prevailing law and will not
willfully compromise any such Intellectual Property Rights.

(d) Seller owns all Intellectual Property Rights created by
Seller's Employees and all rights with respect to Intellectual Property Rights
created by independent contractors have been assigned and conveyed to Seller.
Seller has no knowledge of any other rights, the lack of ownership of which
would cause an Adverse Material Effect on the operations of the Business.

4.1.11. TAXES. All federal, state, foreign, county and local
income, ad valorem, excise, profits, franchise, occupation, property, sales,
use, gross receipts and other taxes, customs, duties or tariffs (including any
interest or penalties relating thereto) and assessments which are due and
payable with respect to the Acquired Assets prior to the Closing and which could
result in a lien or encumbrance on Successor's assets have been duly reported,
fully paid and discharged as reported by Seller and there are no such unpaid
items which are or could become a lien on the Acquired Assets, except for
payroll taxes and except for those listed in Seller's Disclosure Statement. All
tax returns of any kind required to be filed in respect of the Acquired Assets
which could result in a lien or encumbrance on Successor's assets have been
filed and the taxes paid or accrued.

4.1.12. COLLECTIVE BARGAINING. Except as set forth in Seller's
Disclosure Statement, (a) there are no collective bargaining or other labor
union contracts applicable to Employees of the Business, (b) no material work
stoppage or material labor dispute against the Business is

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pending or, to Seller's Knowledge, threatened, and (c) to Seller's Knowledge,
there is no organizational activity currently underway with respect to the
Business.

4.1.13. GOOD FAITH. This Agreement will be executed and delivered
in good faith, and the Purchase Price is fair equivalent consideration for the
Shares.

4.1.14. EMPLOYEE INFORMATION.

(a) Seller's Disclosure Statement contains a true and correct
list of all Employees, bonuses paid in 1995 and as of the period ending May 29,
1995, vested stock options, the current annual rate of compensation, and
accrued liability for benefits for each Employee. Except for employee benefits
payable pursuant to Employee Benefit Plans and compensation that constitutes a
Retained Liability, Seller has no other obligation to the Employees for any
compensation.

(b) Except as set forth in Seller's Disclosure Statement, Seller
is not engaged in, and has not received any written notice of any unfair labor
practice related to the Business and no such complaints are pending before the
National Labor Relations Board or any other agency having jurisdiction thereof.
Seller's Disclosure Statement also lists all labor and employment litigation
that is related to the Business.

(c) Except as set forth in Seller's Disclosure Statement and
except for those contracts that arise pursuant to applicable local law, as of
the date hereof, there are no employment, severance or consulting agreements
between Seller or Sub and any of the current or former Employees of the
Business.

(d) Except as set forth in Seller's Disclosure Statement,
neither Seller nor Sub has, since January 1, 1995 hired as an Employee or
retained as a consultant, or otherwise agreed to pay for services rendered or to
be rendered other than for the Business, any persons who on or after January 1,
1995 were Employees of, or full-time consultants to, the Business.

(e) Seller's Disclosure Statement lists the Employees of the
Business who have entered into noncompetition agreements with Seller or Sub,
which agreements shall be included as Acquired Assets.

(f) Seller's Disclosure Statement lists the Employees of the
Business who have entered into agreements relating to inventions and
confidential information with Seller or Sub, and includes as an attachment a
copy or form of each such agreement, which agreements shall be included as
Acquired Assets.

4.1.15. EMPLOYEE BENEFITS.

4.1.15.1. Seller's Disclosure Statement lists each written and
unwritten pension, retirement, profit-sharing, deferred compensation, bonus,
incentive, performance, stock option, stock appreciation, phantom stock, stock
purchase, restricted stock,

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medical, hospitalization, vision, dental or other health, life, disability,
severance, termination or other employee benefit plan, program, arrangement,
agreement, policy or understanding (including, without limitations each ERISA
Plan) (collectively, "Plans") to which Seller or Sub contributes or is or has
been obligated to contribute or is or has been a party or is or has been bound
or under which Seller or Sub may have any liability and under which Employees
(or their respective beneficiaries or dependents) are eligible to participate or
to continue to accrue a benefit (each, an "Employee Benefit Plan"). No other
Plans have been communicated or promised to the Employees of the Sub. Each
Employee Benefit Plan complies in all material respects, and has been operated
and administered in all material respects in accordance with, all applicable
requirements of all laws and regulations of any public body or authority,
including, but not limited to, ERISA and the Code, and no "reportable event,"
"prohibited transaction" (as such terms are defined in ERISA and the Code, as
applicable) or termination has occurred with respect to any Employee Benefit
Plan. Each ERISA Plan intended to qualify under section 401(a) of the Code has
received an applicable ruling or determination letter concluding that such ERISA
Plan so qualifies, and to Seller's Knowledge, no event has occurred, amendment
been adopted or action has been taken which would cause such ERISA Plan to lose
its qualified status.

4.1.15.2. Seller has delivered or made available to Purchaser
complete and correct copies of each Employee Benefit Plan and any amendments
thereto and any related trust agreement, funding agreement and insurance
contract relating thereto, and if applicable (a) the most recent actuarial
valuation report, (b) the last filed Form 5500 or 5500-C and Schedules A and B
thereto or equivalent documents required to be filed in foreign jurisdictions,
(c) the summary plan description currently in effect for each Employee Benefit
Plan and all material modifications thereto, (d) the last financial statements
for each Employee Benefit Plan and its related trust, if any, (e) if applicable,
the most recent determination letter (or equivalent document in a foreign
jurisdiction) issued with respect to each Employee Benefit Plan, and (f) each
form of loan document under Seller's Savings/Investment Plan.

4.1.15.3. There are no actions existing or pending (other than
routine claims for benefits) or, to Seller's Knowledge, threatened, with respect
to any Employee Benefit Plan.

4.1.15.4. All contributions required under applicable law, the
terms of any Employee Benefit Plan or the terms of any collective bargaining
agreement to be made by Seller or Sub to each Employee Benefit Plan have been
made within the time prescribed by such law, Employee Benefit Plan or collective
bargaining agreement. Neither Seller nor Sub currently maintains or in the past
has maintained a money purchase pension plan or a defined benefit pension plan.

4.1.15.5. No Employee Benefit Plan is a "multiple employer" plan
within the meaning of section 4063 or 4064 of ERISA, and no Employee Benefit
Plan is a "multiemployer Plan" within the meaning of section 4001(a)(3) of ERISA
or other applicable employee benefit legislation.

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4.1.15.6. The consummation of the sale contemplated by this
Agreement and the transactions contemplated by the benefits sections will not
result in an increase in the amount of compensation or benefits or accelerate
the vesting of any benefits payable to or in respect of any Employee or former
Employee or the beneficiary or dependent of any such Employee or former
Employee.

4.1.15.7. Neither any Employee or former Employee of the Business
nor any beneficiary or dependent of any such Employee or former Employee is or
may become entitled to postemployment benefits of any kind by reason of their
employment with the Business, including, without limitation, death or medical
benefits (whether or not insured), other than (a) pursuant to the terms of the
Transition Services Agreement, (b) coverage mandated by section 4980B of the
Code, (b) retirement benefits payable under an Employee Benefit Plan intended to
qualify under Section 401(a) of the Code and under which assets are sufficient
to satisfy all liabilities accrued thereunder as of the Closing Date or (c)
deferred compensation fully accrued as a liability on Seller's financial
statements.

4.1.16. ENVIRONMENTAL MATTERS. Seller makes the representations and
warranties concerning environmental matters as stated in the Environmental
Agreement, a form of which is attached in Exhibit 2.2.4(B).

4.1.17. DISPUTES. There are no disputes with respect to the
collectibility of the Accounts Receivable or the goods or services received with
respect to the Accounts Payable.

4.1.18. VALIDITY OF REPRESENTATIONS. Each representation or
warranty included in this Agreement contains no untrue statement of a material
fact. This Agreement (including the Schedules) does not and will not omit any
material fact, the omission of which would cause the foregoing information taken
in its entirety to be misleading.

4.2. EXTENT OF REPRESENTATIONS AND WARRANTIES. Seller does not make, and
has not made, any representations or warranties relating to Seller, Sub, the
Business or otherwise in connection with the transactions contemplated hereby
other than those expressly set out herein which are made by Seller. It is
understood that any cost estimates, projections or other predictions, any data,
any financial information or any memoranda or offering materials or
presentations are not and shall not be deemed to be or to include
representations or warranties of Seller. No person has been authorized by
Seller to make any representation or warranty relating to Seller, Sub, the
Business or otherwise in connection with the transactions contemplated hereby
and, if made, such representation or warranty must not be relied upon as having
been authorized by Seller.

4.3. KNOWLEDGE REPRESENTATIONS AND WARRANTIES. The following
representations and warranties are made to the knowledge of Seller: 4.1.4,
4.1.7(b), and 4.1.15. Whenever a representation or warranty is made to the
knowledge of Seller ("SELLER'S KNOWLEDGE"), such knowledge shall be deemed to
consist only of the actual knowledge of any of those persons listed on Schedule
4.3. Seller has not undertaken, nor shall Seller have any duty to undertake,
any further investigation concerning any matter as to which a representation or
warranty is made as to Seller's knowledge.

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4.4. DISCLOSURE. Certain information set forth in the Schedules is
included solely for informational purposes and may not be required to be
disclosed pursuant to this Agreement. The disclosure of any information shall
not be deemed to constitute an acknowledgment that such information is required
to be disclosed in connection with the representations and warranties made by
Seller in this Agreement or that it is material, nor shall such information be
deemed to establish a standard of materiality.

4.5. REMEDIES. Any liability or obligation for breaches of Seller's
representations and warranties and Purchaser's remedies therefor shall be
exclusively as set forth in Article XI.

ARTICLE V--REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

5.1. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser makes the
following representations and warranties to Seller, each of which is true and
correct on the date hereof, shall remain true and correct to and including the
Closing Date, shall be unaffected by any investigation heretofore or hereafter
made by Seller, or any notice to Seller, and shall survive the Closing and the
transactions contemplated hereby for the period stated in Section 11.5.4.

5.1.1. ORGANIZATION AND GOOD STANDING. Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Pennsylvania with full power and authority to enter into and perform
the transactions contemplated by this Agreement.

5.1.2. PERFORMANCE OF THIS AGREEMENT. The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of Purchaser's Articles of
Incorporation or Bylaws or any court order, arbitration award, judgment or
decree to which Purchaser is bound and will not violate any other restriction of
any kind or character to which it is subject.

5.1.3. NO BROKER. Purchaser has not engaged, consented to or
authorized any broker, investment banker or third party to act on its behalf,
directly or indirectly, as a broker or finder in connection with the transaction
contemplated by this Agreement. Purchaser has not taken any action which will
cause Seller to be responsible for any broker or finder's fee.

5.1.4 INVESTMENT INTENT; ACCREDITED INVESTOR. Purchaser is
acquiring the Shares for its own account for investment, without a view to, or
for resale in connection with, the distribution thereof in violation of federal
or state securities laws and with no present intention of distributing or
reselling any part thereof. Purchaser will not so distribute or resell any
Shares in violation of any such law. Purchaser is an "accredited investor" as
that term is defined in Rule 501(a) of Regulation D promulgated under the
Securities Act of 1933, as amended.

5.1.5. DISCLOSURE OF INFORMATION. Upon acceptance of the Shares,
Purchaser shall be deemed to have represented for purposes of the federal and
state securities laws as of the Closing Date that: (i) it has received all the
information it considers necessary or appropriate for

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deciding whether to purchase the Shares and (ii) it has had an opportunity to
ask questions and receive answers from Seller regarding the terms and conditions
of the offering of the Shares.

5.2. REMEDIES. Any liability or obligation for breaches of Purchaser's
representations and warranties and Seller's remedies therefor shall be
exclusively as set forth in Article XI.

ARTICLE VI--ACTIONS PRIOR TO CLOSING

Each of Purchaser and Parent covenant, and agree to cause Company,
Successor and Sub, as applicable, together with any other affiliate, to take the
following actions between the date of execution of this Agreement and the
Closing:

6.1. ACCESS TO INFORMATION. From and after the date of this Agreement and
until the Closing Date (and subject to the Confidentiality Agreement), Purchaser
and its authorized representatives shall have full access to all properties,
books, records, contracts and documents of the Company, and Seller shall furnish
or cause to be furnished to Purchaser and its authorized representatives all
information with respect to the affairs and business of Seller in connection
with the Business or Acquired Assets as Purchaser may reasonably request.

6.2. CONDUCT OF BUSINESS PRIOR TO CLOSING. From and after the date of this
Agreement and until the Closing Date, with respect to the Acquired Assets or the
Assumed Liabilities:

(a) Except as affected by this Agreement, Company shall make its Best
Efforts to continue to operate its assets and to manage its inventory in the
ordinary course of business and to maintain the equipment included as the
Acquired Assets in accordance with good practice. Company shall neither hire,
transfer nor terminate any employee without first obtaining the approval of
Purchaser, nor shall Company increase the compensation or benefits of Employees
except in the ordinary course of business.

(b) Seller shall maintain current insurance and acquire such
additional insurance as it deems may be reasonably required by increased
business and risks in accordance with Seller's past practices; and all property
shall be used, operated, maintained and repaired in the course of the Business
in a prudent business manner;

(c) Seller shall use all Best Efforts up to Closing Date (without
making any commitments on behalf of Purchaser) to keep available to Purchaser
the present key employees of Company with respect to the Business, and to
preserve for Purchaser the present relationships of Company with its suppliers,
distributors and customers and others having business relations with the
Business;

(d) Seller shall not do any act or omit to do any act, or permit any
act or omission to act, which will cause a breach of any contract, commitment or
obligation related to the Acquired Assets that would result in a Material
Adverse Effect;

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(e) Seller shall not sell or dispose of Acquired Assets except as may
occur in the ordinary course of business;

(f) Seller shall promptly notify Purchaser of any lawsuits, claims,
proceedings or investigations that are threatened in writing, brought, asserted
or commenced against it, its officers or directors involving in any way the
Acquired Assets or the Assumed Liabilities;

(g) From time to time, Seller will promptly supplement or amend the
Seller's Disclosure Statement or Schedules (including pursuant to Subsections
8.1.1 and 8.1.2) with respect to any matter hereafter arising which, if existing
or occurring at the date of this Agreement, would have been required to be set
forth or described in the Schedules; and

(h) Seller agrees to list on Schedule 6.2 a true and complete list of
all Material Consents, that, if not obtained, would cause a Material Adverse
Effect on Successor. Seller and Purchaser, at Seller's request and direction,
shall use their Best Efforts to obtain said Consents. Anything in this
Agreement to the contrary notwithstanding, this Agreement shall not constitute
an assignment of any Asset or any benefit arising thereunder or resulting
therefrom if an attempted assignment thereof without the consent of any party
thereto would constitute a breach thereof or in any way adversely affect the
rights to be assigned.

6.3. REGISTRATIONS.

6.3.1. If any Intellectual Property Right is in the process of
registration or patenting, or entitled to be but has not been registered or
patented, with the U.S. Patent and Trademark Office, U.S. Copyright Office, or
similar U.S. or foreign patent, trademark or copyright authorities, Seller
shall, at the request of Purchaser, assist Purchaser in pursuing and securing
any and all such registrations or patents; provided that all expenses paid to
third parties connected with Seller's efforts in this respect are to be
reimbursed to Seller by Purchaser, provided Purchaser has pre-approved said
expenses in writing.

6.3.2. Seller shall use Seller's Best Efforts to transfer to
Purchaser any such Intellectual Property Right and related materials and
documentation. Among other things, Seller (a) shall use its Best Efforts to
obtain powers of attorney from the inventors of any such Intellectual Property
Right; (b) shall assign to Purchaser any patents or registrations and any
applications for Intellectual Property Right registration or patents; (c) shall
assign all employee intellectual property agreements to Purchaser; (d) shall
transfer all files relating to any such Intellectual Property Right (including
registration activities to date) and (e) shall send notices requesting the U.S.
Patent and Trademark Office, U.S. Copyright Office, or similar U.S. or foreign
patent, trademark or copyright authorities or representatives to route all
future correspondence relating to any such Intellectual Property Right to
Purchaser.

6.3.3. In addition, Seller shall make available to Purchaser all
records and designs of Seller reasonably necessary in connection with the
transfer of any Intellectual Property Right registrations.

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6.4. COMPLIANCE. Seller shall comply with any notice, report or other
filing requirements of any governmental authority with respect to the
transactions contemplated by this Agreement.

6.5. CONTRACT COMPLETION.

6.5.1 Company will, if permitted by the other party to a Retained
Customer Contract, subcontract the completion of the Retained Customer Contract
to Purchaser at the price specified in such contract without additional mark-up
and on the same terms and conditions; provided, however, that if any of the
Retained Customer Contracts include any of the Contracts identified on Schedule
1.3.6, then the terms and conditions under which Purchaser shall perform the
subcontract shall be modified as specified with respect to such contract on
Schedule 1.3.6.

6.5.2 The "RETAINED CUSTOMER CONTRACTS" shall constitute those
Material Contracts which Purchaser, after exercising its Best Efforts, has
failed to obtain a third party consent to assignment to Purchaser. Purchaser
and Seller agree to negotiate in good faith an arrangement whereby Purchaser
will lease or otherwise provide to Seller employees of Successor in order to
complete any Retained Customer Contract. The parties intend that Purchaser will
bear the costs of any Retained Customer Contract and to receive all the revenues
from any such contract.

6.6. ENVIRONMENTAL MATTERS.

6.6.1 Each of Purchaser and Seller will pay 50% of the costs of a
"PHASE I" environmental survey of Sub's facility that is located in Richland, WA
promptly following receipt of the statement for such services.

6.6.2 Each of Purchaser and Seller will pay 50% of the costs of a
"PHASE II" environmental survey of Sub's facility that is located in Richland,
WA.

ARTICLE VII--OTHER AGREEMENTS AND ACTIONS SUBSEQUENT TO CLOSING

Each of Purchaser and Parent covenant, and agree to cause Company,
Successor and Sub, as applicable, together with any other affiliate, to take the
following actions subsequent to the Closing:

7.1. TRADE SECRETS. Seller agrees that, except as specifically provided by
this Agreement, Seller will maintain all Intellectual Property Rights as secret
and confidential and Seller agrees not to disclose any trade secrets or
confidential information connected with Intellectual Property Rights to others.
Further, from and after the Closing Date, Seller agrees not to use any trade
secrets or confidential information which is to be transferred to Sub for a
period of seven (7) years after the Closing Date, unless said information is
sooner made public by Sub or Purchaser.

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7.2. NON-COMPETITION AGREEMENT.

7.2.1. Seller covenants to and agrees with Purchaser that, for a
period commencing on the Closing Date and ending on the seventh (7th)
anniversary of the Closing Date, Seller will not individually or together with
others, directly or indirectly, engage in, or own any capital stock or other
equity interest in an entity which engages in those specific areas in which
Seller conducts its present Business, which are set forth on Schedule 7.2,
anywhere in the Territory (as defined hereafter). The "TERRITORY" shall consist
of all markets, worldwide and in space. This paragraph shall not prevent Seller
from owning less than five (5%) percent of any entity whose stock is listed on a
national securities exchange or traded in the over-the-counter market and which
is not controlled by Seller.

7.2.2. In the event of a breach of Subsection 7.2.1, Seller agrees
that Purchaser shall be entitled to temporary and permanent injunctive relief,
as well as any other remedies that may be available at law or equity.

7.3. GENERAL ASSISTANCE. To facilitate an orderly transfer of the Acquired
Assets and Assumed Liabilities, Seller shall cooperate with and assist Purchaser
and Sub, and Purchaser and Sub shall cooperate with and assist Seller, in
effecting the transfers contemplated hereby. Such assistance shall be made upon
the other party's reasonable request and provided in such a manner as to
reasonably minimize interference with Seller's or Purchaser's ongoing
operations. For any Contract which is assigned to Sub, Seller shall cooperate
with Sub in collecting any receivable which is billed and created after Closing
in respect to work done by Seller.

7.4. SPECIFIC ASSISTANCE.

7.4.1 Upon written request of Seller, Purchaser will assist Seller
in defending any action by a third party with respect to the Retained
Liabilities by making available all records, designs and personnel of Purchaser
reasonably necessary. Seller shall promptly reimburse Purchaser for the
reasonable administrative costs of such assistance; provided, that this covenant
shall not obligate Purchaser to otherwise assist Seller in or bear any of the
expenses of any such defense. Purchaser will promptly forward to Seller any
payments received in connection with any accounts receivable related to the
Business but not assigned to Purchaser. Purchaser agrees to credit for Seller's
account any payments received from customers. Upon written request of Seller,
Purchaser will assist Seller in collecting such accounts receivables.

7.4.2 Upon the written request and direction of Purchaser, Seller
will, with respect to any agreement described in section 1.2.9(c)(i) that by its
terms could not be assigned to Purchaser, take such actions as specified by
Purchaser to enforce such agreement. Purchaser shall promptly reimburse Seller
for the reasonable costs of such assistance; this covenant shall not obligate
Seller to bear any of the costs, expenses or other liability related to any such
actions.

7.4.3 Seller will promptly forward to Purchaser any amounts
received by Seller as payments on or for Accounts Receivable or Contracts
(except Accounts Receivables or Contracts where Seller has paid Purchaser
pursuant to Section 7.17) and will cooperate with

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Purchaser in providing such information to the Bank as may be necessary to
confirm that payments received by the Bank are amounts owing Purchaser under
such Accounts Receivable or Contracts.

7.5. TRANSITION SERVICES; COOPERATION.

7.5.1 Commencing on the Closing Date, Seller shall, upon the
request of Purchaser, provide to Sub or Successor the services set forth on
Schedule 7.5 ("TRANSITION SERVICES") for such time periods and rates as the
parties shall agree.

7.5.2 Commencing on the Closing Date, Purchaser shall provide to
Seller the services and facilities set forth on Schedule 7.5 for the time
periods and at the rates indicated thereon.

7.5.3 Seller covenants and agrees, no later than termination of
its use of the real property identified in Schedule 7.5, to remove all
equipment, machinery, tools, inventory and other assets of Seller and, no later
than five days following such termination of use, to dispose of any discarded
equipment, machinery, tools, inventory or other materials used by Seller on the
site in compliance with any applicable federal and state regulations. If Seller
fails to dispose of such materials, Purchaser may at its option dispose of such
materials at Seller's cost and expense. Seller agrees to pay such costs and
expenses promptly upon receipt of a statement for such disposal. Schedule 7.5.3
lists all of Seller's equipment, machinery, tools, inventory and other assets
that are owned by Seller's Waste Services business that are located in Richland,
WA at the real property identified in Schedule 1.2.5.

7.6. REGULATORY FILINGS. Each of Purchaser and Seller will furnish to the
other party such necessary information and reasonable assistance as such other
party may reasonably request in connection with its preparation of necessary
filings or submissions to any governmental agency. Purchaser and Seller each
agree to file any information required by the HSR Act and shall promptly
supplement such information and promptly use best efforts to effect compliance
with the conditions specified in Sections 8.1.6 and 8.2.5 hereof.

7.7. EMPLOYEE MATTERS.

7.7.1 Sub shall not terminate any Employees of Sub on or before
the Closing Date. Purchaser or Successor may offer to employ in positions
substantially similar to their current positions with Sub and at substantially
similar rates of pay and benefits, Employees of Sub who are actively employed at
Closing. Nothing in this Agreement will prevent Purchaser, Sub or Successor
from modifying, altering or terminating any of the existing terms and conditions
of employment of the Employees after Closing. Except as otherwise required by
applicable law, Purchaser and Successor will credit the Employees for vacation
and sick leave accrued while such persons were employees of Seller or Sub.

7.7.2 Neither Purchaser, Sub nor Successor shall, at any time
prior to 60 days after the Closing Date, effectuate a "plant closing" or "mass
layoff" as those terms are defined in

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the Worker Adjustment and Retraining Notification Act of 1988 ("WARN") affecting
in whole or in part any facility, site of employment, operating unit or employee
of Sub without complying fully with the requirements of WARN.

7.7.3 Purchaser agrees to indemnify Seller and to defend and hold
Seller harmless from and against any and all claims, losses, damages, expenses,
obligations and liabilities (including but not limited to costs of collection,
attorney's fees and other costs of defense) arising out of or with respect to
Employees, with respect to events arising on or after the Closing Date and
arising out of Purchaser's, Successor's or Sub's actions following Closing,
including but not limited to (i) termination by Purchaser, Successor or Sub of
any Employee of Sub on or after the Closing Date, (ii) failure of Purchaser,
Successor or Sub to continue the employment of Employees on substantially
similar terms as said employee presently enjoys, (iii) any claim made by any
Employee for severance pay, if any, arising upon, or at any time following, the
Closing Date, or (iv) any suit or claim of violation brought against Seller
under WARN for any actions taken by Purchaser, Successor or Sub on or after the
Closing. The first sentence of Section 11.5.4 shall not apply to this section.

7.7.4 Purchaser and Sub shall be responsible for unused vacation
pay on and after the Closing Date with respect to all periods of service
(whether prior to or after the Closing Date) of all Employees; PROVIDED,
HOWEVER, that nothing in this Agreement shall prohibit Purchaser or Sub from
modifying the vacation policies after the Closing Date.

7.7.5. TERMINATION OF COVERAGE UNDER SELLER'S EMPLOYEE BENEFIT
PLANS AND COVERAGE UNDER PURCHASER'S EMPLOYEE BENEFIT PLANS. (a) Except as
otherwise specifically provided pursuant to Section 7.7.5(b), effective as of
the Closing Date, each Employee who is an active participant in Seller's
Employee Benefit Plans shall cease to be an active participant and all of such
Employees shall become eligible to participate in each of Purchaser's employee
benefit plans or in new plans of Sub which the Purchaser or Sub makes available
to the Employee in accordance with the applicable provisions of this Agreement
and the terms and conditions of each such plan.

(b) Notwithstanding the foregoing, Parent shall amend the VECTRA
Technologies, Inc. VectraFlex Plan and certain component benefit plans thereof
to permit continued participation on and after Closing in such component benefit
plans by the Employees as former employees of Seller. The continued
participation by the Employees and their covered spouses and dependents, if any,
shall cease upon the earliest of the following dates:

(1) The date an Employee is no longer employed by Purchaser, Sub,
Successor or any affiliates thereof;

(2) The effective date of termination of the VectraFlex Plan or applicable
component benefit plans thereof by Parent;

(3) A termination date for this continued coverage as set by mutual
agreement of Purchaser and Parent;

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(4) For covered spouses or dependents, ceasing to be an eligible spouse or
dependent for purposes of eligibility under the VectraFlex Plan or
applicable component benefit plans thereof; or

(4) December 31, 1995.

Other than as required by Code Section 4980B, the Employees shall not be
permitted to continue participation in any other component benefit plans of the
VectraFlex Plan, or in any other Employee Benefit Plans of Seller. Under no
circumstances shall Parent be required to amend the VectraFlex Plan or any
component thereof to permit continued participation in said plan or component to
the extent (a) such continued participation would violate ERISA or cause the
Plan to lose its eligibility for tax-favored status under the Code, or (b) an
insurance carrier providing the coverage under the applicable component benefit
plan or plans refuses to provide the continued coverage for former employees of
Seller.

7.7.6. RETIREMENT, WELFARE AND FRINGE BENEFITS. (a) Purchaser and
Sub shall grant to each Employee credit for their periods of employment with
Seller or the Sub on or prior to the Closing Date, as if so employed by
Purchaser or Sub, under Purchaser's and Sub's employee pension benefit plans for
Employees for purposes of eligibility and vesting and under Purchaser's and
Sub's employee welfare benefit plans and other welfare and fringe benefit
arrangements for Employees (including but not limited to vacation and sick time
benefits) and shall grant credit for deductibles and co-payments previously paid
during any partial Purchaser's and Sub's employee welfare benefit plan year in
which any Employees first become eligible to receive coverage under such plan.
In addition, Purchaser's and Sub's employee welfare benefit plans for Employees
after Closing shall not exclude from coverage any pre-existing condition of any
of the Employees, but any such Employee's eligibility for participation in any
applicable Purchaser's or Sub's employee welfare benefit plan from and after the
Closing Date shall be contingent upon his satisfaction of any applicable age
restriction or any employment waiting period, considering his combined
continuous employment with Seller or the Sub, and Purchaser for the purposes of
satisfying any such waiting period.

(b) All claims of Employees which are made against Seller's employee
welfare benefit plans and which arise in connection with incidents occurring
prior to the Closing shall be Retained Liabilities. All claims of Employees
which are made against Seller's, Purchaser's or Sub's employee welfare benefit
plans and which arise in connection with incidents occurring after the Closing
shall be Assumed Liabilities.

7.7.7. Seller shall be responsible for the payment of any stay-on
or retention bonuses or other bonuses related to closing of this Agreement
payable to employees of Sub in existence on the date hereof.

7.7.8. No provision of this Section 7.7 shall create any
third-party beneficiary rights in any person or organization, including without
limitation employees or former employees

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(including any beneficiary or dependent thereof) of Seller, Sub, Purchaser,
Successor, any of their respective Affiliates, any representatives of such
employees or former employees, or trustees, administrators, participants or
beneficiaries of any employee benefit plan, and no provision of this Section 7.7
shall create such third-party beneficiary rights in any such person in respect
of any benefits that may be provided, directly or indirectly, under any employee
benefit plan, arrangement or policy, including the currently existing plans of
Seller, Sub, Purchaser or Successor.

7.7.9. Seller, Sub, Purchaser and Successor shall cooperate as may
reasonably be requested with respect to each of the filings, calculations and
other actions necessary to effect the transactions contemplated by this Section
7.7 and in obtaining any governmental approvals required hereunder.

7.7.10. To the extent this Section 7.7 obligates Purchaser and/or
Successor to assume, retain or be responsible for specified types of liabilities
and other obligations, and Purchaser and/or Successor do not so assume, retain
or take responsibility for such liabilities and other obligations, Purchaser and
Successor shall defend, indemnify and hold harmless Seller against and in
respect of such liabilities and obligations as provided in Article XI. To the
extent this Section 7.7 obligates Seller to retain or take responsibility for
specified types of liabilities and other obligations, and Seller does not so
retain or take responsibility for such liabilities and other obligations, Seller
shall defend, indemnify and hold harmless Purchaser and Successor against and in
respect of such liabilities and obligations as provided in Article XI.

7.8. TAX MATTERS. Each of the parties shall be responsible for their
respective tax obligations under foreign, federal, state and local tax laws as
described in Schedule 7.8.

7.9. AFFILIATE OBLIGATIONS. In connection with obtaining any Consent,
Purchaser agrees to use its Best Efforts to obtain the unconditional release and
discharge of Seller and Company in a manner consistent with this Agreement in
respect of all obligations of Seller and Company under the Contracts, including
any obligation of Seller or Company under any guarantee, indemnity or bond
supporting any obligation of Sub.

7.10. NON-SOLICITATION. Without the express written consent of the
other, Purchaser and Seller shall not, nor shall they permit Successor, Sub or
any of their respective affiliates to, at any time, for a period of two years
from the date hereof, directly or indirectly, solicit, encourage, entice or
induce any person who is, at the time of such solicitation, encouragement,
enticement or inducement, an employee of the other party (or such party's
affiliates) exempt from the Fair Labor Standards Act, to terminate his or her
employment with either party (or such party's affiliates), nor may either party
employ any such employee during the first year of such two-year period. The
parties agree that money damages may be inadequate to remedy any breach or
threatened breach of the undertakings contained herein and that each party shall
be entitled to equitable relief, including, but not limited to, the granting of
injunctive relief, in addition to any other remedies available at law.

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7.11. BOOKS AND RECORDS. Purchaser will, and will cause Successor to,
retain all books, records and other documents pertaining to the businesses of
Sub in existence on the Closing Date and to make the same available after the
Closing Date for inspection and copying by Seller or Sub at Seller's expense
during the normal business hours of Purchaser or Successor, as applicable, upon
reasonable request and upon reasonable notice and in such manner as to not
interfere unreasonably with the business of Successor. No such books, records
or documents shall be destroyed by Purchaser or Successor without first advising
Seller in writing and giving Seller a reasonable opportunity to obtain
possession thereof at Seller's sole expense. Without limiting the generality of
the foregoing, Purchaser will, and will cause Successor to, make available to
Seller, Company and their respective representatives, all information deemed
necessary or desirable by Seller or Company in preparing their respective
financial statements and conducting any audits in connection therewith at
Seller's sole expense.

7.12. ANNOUNCEMENT. Purchaser and Seller agree to consult with each
other and cooperate in preparing a press release announcing the execution of
this Agreement and such other information as they may agree, which press release
will be released promptly after execution of this Agreement. Neither Seller,
Sub, Purchaser nor Successor will issue any other press release or otherwise
make any public statement with respect to this Agreement and the transactions
contemplated hereby without the prior consent of the other party (which consent
shall not be unreasonably withheld), except as may be required by applicable law
or stock exchange regulation. Both Seller and Purchaser agree to consult with
each other and fully cooperate with each other concerning such required
disclosure.

7.13. USE OF NAMES. (a) Except with respect to the name "PN Services"
as provided in Section 1.2.10, Seller does not transfer and Purchaser shall have
no right to, the following names, whether or not trade names or trademarks, or
logos related to the same: VECTRA, VECTRA Services, Pacific Nuclear, Pacific
Nuclear Systems, Pacific Nuclear Services, or any similar name or derivation
thereof; (collectively, the "TRADE NAMES"). Purchaser agrees that it will, and
will cause Successor to, as promptly as practicable but in any event within 90
days following the Closing Date, remove or obliterate all such Trade Names and
logos from all signs, purchase orders, invoices, sales orders, packaging stock,
labels, letterheads, shipping documents and other materials used by Successor.
Notwithstanding anything herein to the contrary, Purchaser agrees that after the
Closing Date it will neither use, nor permit Successor to use, (i) any purchase
orders, invoices, sales orders, letterheads or shipping documents existing on
the date hereof which bear the Trade Names or any logo of Seller or Sub or any
name or logo confusingly similar thereto, without first obliterating or covering
such name, mark or logo, or (ii) any such materials not in existence on the
Closing Date which bear such name, mark or logo. Purchaser will not, and will
cause Successor not to, misappropriate, misrepresent or otherwise infringe,
abuse or diminish the value of the Trade Names.

(b) Purchaser shall have the right to state in any written materials
submitted in response to a request for proposal for a contract that Purchaser or
Successor is the successor to "PACIFIC NUCLEAR SERVICES", "PN SERVICES" and
"VECTRA SERVICES, INC." and to list as its prior experience the projects and
contracts of Company.

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7.14. BEST EFFORTS. Each of the parties hereto shall use its Best
Efforts to fulfill or obtain the fulfillment of the conditions of the Closing,
including, without limitation, obtaining the consents of other parties that are
required as a condition of Closing pursuant to Sections 8.1.5 and 8.2.9 and the
execution and delivery of all agreements contemplated hereunder to be so
executed and delivered.

7.15. EXCLUSIVE DEALING. During the period from the date of this
Agreement to the Closing Date, Parent shall not, and shall cause Company and Sub
and their respective representatives to refrain from (i) taking any actions to,
directly or indirectly, encourage, initiate or engage in discussions or
negotiations with, or provide any information to, any person, other than
Purchaser, concerning any purchase of any of the outstanding shares of Company
or Sub or any merger, sale of assets (other than in the ordinary course of
business) or similar transaction involving Company or Sub (a "THIRD PARTY
ACQUISITION") and (ii) entering into any agreement or contract regarding any
Third Party Acquisition. If Parent, Company, Sub or any representative shall
receive an unsolicited inquiry, the Seller shall immediately advise the
inquiring party that neither Parent, Company nor Sub are in a position to enter
into any discussions or negotiations.

7.16. LICENSE. With respect to the Temporary Cooling System patent
listed on Schedule 1.2.10, Purchaser hereby grants to Seller a non-exclusive,
fully paid, royalty-free, in perpetuity license for Seller to use (in the
manufacture, use or sale of products) or sublicense such patent and related
Intellectual Property Rights to conduct the activities described in paragraph 3
of Schedule 7.2, with Seller having full right to assign such license to a
subsequent purchaser of Seller and with Seller having the right to sublicense
such license to any person.

7.17. ACCOUNTS RECEIVABLE GUARANTEE. Seller agrees to pay to Purchaser
in cash upon request the amount of any Account Receivable (including Designated
Accounts Receivables and any accounts receivable described in Section 8.1.10)
that is not collected within 90 days from the date of Closing. Purchaser agrees
to assign to Seller any Account Receivable paid by Seller and to forward
promptly to Seller any amounts received by Purchaser as payments on or for such
Accounts Receivable.

ARTICLE VIII--CONDITIONS TO CLOSING

8.1. PURCHASER'S CONDITIONS TO CLOSE. The obligation of Purchaser to
consummate the transactions contemplated by this Agreement shall be subject to
the following conditions, each of which is for the benefit of and any of which
may be waived by Purchaser:

8.1.1. SELLER'S WARRANTIES AND PERFORMANCE. The representations
and warranties of Seller herein contained shall have been true and correct in
all material respects when made and in addition shall be true and correct in all
material respects as of Closing with the same effect as though made at Closing.
Seller shall have performed in all material respects all obligations and shall
have complied in all material respects with all covenants and other agreements
required by this Agreement to be performed or complied with by them prior to
Closing. Seller shall have delivered to Purchaser a certificate to the effect
of the preceding two sentences in the form of Exhibit 8.1.1 hereto executed by
an authorized officer of Seller.

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8.1.2. OFFICER'S CERTIFICATE. Seller shall have delivered to
Purchaser a certificate in the form of Exhibit 8.1.2 hereto certifying that (i)
since the date of this Agreement, there has been no material adverse change, or
any event or development involving a prospective Material Adverse Effect, on the
business, operations, financial condition or results of operations of the
Business taken as a whole and (ii) each of the conditions to Seller's
obligations hereunder have been satisfied or waived.

8.1.3. LEGAL MATTERS. The form and substance of all legal
proceedings and of all documents used or delivered hereunder shall be reasonably
acceptable to counsel for Purchaser.

8.1.4. OPINION OF COUNSEL. Purchaser shall have received an
opinion, dated as of the Closing Date, from Preston Gates & Ellis, special
counsel to Seller, in the form of Exhibit 8.1.4 hereto.

8.1.5. CONSENTS. Where required, consents of third parties to the
Material Contracts shall have been obtained.

8.1.6. HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT FILING. The
parties shall have received either (a) a favorable determination on their HSR
Filing from the Federal Trade Commission or the Department of Justice, as the
case may be, or (b) the waiting periods (including any extensions thereof) under
the Antitrust Improvements Act shall have expired or otherwise terminated at or
prior to Closing.

8.1.7. INJUNCTIONS. No legal action or proceeding shall have been
instituted or threatened and no injunction shall have been issued and remain in
force seeking to restrain, prohibit or invalidate the consummation of the
transactions contemplated hereby, which makes it inadvisable, in the reasonable
judgment of the Purchaser, to consummate the transactions contemplated hereby.

8.1.8. ACTIONS AT CLOSING. Seller shall execute all documents and
take all such actions at the Closing as required by Section 10.2.

8.1.9. NO ADVERSE CHANGE. As of the Closing Date there shall not
have occurred any adverse change since the date hereof which results in a
Material Adverse Effect to the Acquired Assets or Assumed Liabilities.

8.1.10. ACCOUNTS RECEIVABLE. Seller shall have delivered evidence
that, immediately following Closing, Sub will own all right, title and interest
in and to the receivable relating to the contracts sold to VECTRA Nevada, Inc.

8.1.11. TRANSFER OF RICHLAND LICENSE. The Department of Social and
Health Services of the state of Washington shall have approved the transfer of
Radioactive Materials License Number WN-I0252-1 to Purchaser.

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8.1.12. AMOUNT OF ESTIMATED EQUITY ADJUSTMENT. The Estimated Equity
Adjustment shall not exceed $1 million.

8.2. SELLER'S CONDITIONS TO CLOSE. The obligation of Seller to consummate
the transactions contemplated by this Agreement shall be subject to the
following conditions, each of which is for the benefit of and any of which may
be waived by Seller:

8.2.1. PURCHASER'S WARRANTIES AND PERFORMANCE. The representations
and warranties of Purchaser herein contained shall have been true and correct in
all material respects when made and in addition shall be true and correct in all
material respects as of Closing with the same effect as though made at Closing.
Purchaser shall have performed in all material respects all obligations and
shall have complied in all material respects with all covenants and other
agreements required by this Agreement to be performed or complied with by them
prior to Closing. Purchaser shall have delivered to Seller a certificate to the
effect of the preceding two sentences in the form of Exhibit 8.2.1 hereto
executed by the Authorized Representative of Purchaser.

8.2.2. AUTHORIZED REPRESENTATIVE'S CERTIFICATE. The Authorized
Representative of Purchaser shall have delivered to Seller a certificate in the
form of Exhibit 8.2.2 hereto certifying that (i) since the date of this
Agreement, there has been no material adverse change, or any event or
development involving a prospective Material Adverse Effect, on the business,
operations, financial condition or results of operations of Purchaser's chemical
decontamination and chemical cleaning product lines taken as a whole and (ii)
each of the conditions to Purchaser's obligations hereunder have been satisfied
or waived.

8.2.3. LEGAL MATTERS. The form and substance of all legal
proceedings and of all documents used or delivered hereunder shall be reasonably
acceptable to counsel for Seller.

8.2.4. OPINION OF COUNSEL. Seller shall have received an opinion,
dated as of the Closing Date, from William S. Stoll, Assistant General Counsel
for Purchaser, in the form of Exhibit 8.2.4 hereto.

8.2.5. HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT FILING. The
parties shall have received either (a) a favorable determination on their HSR
Filing from the Federal Trade Commission or the Department of Justice, as the
case may be, or (b) the waiting periods (including any extensions thereof) under
the Antitrust Improvements Act shall have expired or otherwise terminated at or
prior to Closing.

8.2.6. ASSIGNMENT OF RICHLAND SITE LEASE. The lessor of the real
property leased by Seller in Richland, WA shall have consented to the assignment
of the lease.

8.2.7. APPROVAL OF BANK; RELEASE OF PURCHASER. The Bank shall have
approved the transactions contemplated by this Agreement and given its written
consent under the Loan Documents for the transactions contemplated hereby to
proceed, and released any and all claims against Purchaser and Successor.

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8.2.8. RELEASE OF LIENS AND ENCUMBRANCES. The Bank shall have
released any liens or encumbrances it has on the Acquired Assets.

8.2.9. CONSENTS. Where required, consents of third parties to the
Material Contracts shall have been obtained.

8.2.10. INJUNCTIONS. No legal action or proceeding shall have been
instituted or threatened and no injunction shall have been issued and remain in
force seeking to restrain, prohibit or invalidate the consummation of the
transactions contemplated hereby, which makes it inadvisable, in the reasonable
judgment of the Seller, to consummate the transactions contemplated hereby.

8.2.11. ACTIONS AT CLOSING. Purchaser shall execute all documents
and take all such actions at the Closing as required by Section 10.3.

8.2.12 DEPOSIT IN ENVIRONMENTAL ESCROW AGREEMENT. The amount to be
deposited into the Environmental Escrow Agreement shall not exceed US$2 million.

ARTICLE IX--TERMINATION AND REMEDIES

9.1. TERMINATION. Anything in this Agreement to the contrary
notwithstanding:

9.1.1. MUTUAL CONSENT. This Agreement may be terminated by the
mutual consent of the parties.

9.1.2. DEFAULT. In the event that either party shall, contrary to
the terms of this Agreement, intentionally fail or refuse to consummate the
transactions contemplated hereby or to take any other action referred to herein
necessary to consummate the transactions contemplated hereby, then the
nondefaulting party, after affording the defaulting party a five (5) day period
after notice in which to cure, shall have the right, in addition to the other
rights specified in Section 9.2 below, to terminate this Agreement by written
notice given to the other parties hereto.

9.1.3. OUTSIDE DATE. In the event that the Closing shall not have
occurred on or prior to 5:00 p.m. on July 31, 1995, then, unless otherwise
agreed to in writing by the parties, this Agreement shall terminate at or
following such time (as such time may be postponed pursuant hereto), upon
written notice given by one party to the other, PROVIDED that if the absence of
such occurrence shall be due to the intentional failure or refusal of a party to
perform its obligations hereunder or to take any other action referred to herein
necessary to consummate the transactions contemplated hereby, then the
defaulting party shall not have the right to terminate the Agreement pursuant to
this Subsection 9.1.3.

9.2. EFFECT OF TERMINATION. Any termination of this Agreement shall have
the effect of causing this Agreement to thereupon become void and of no further
force or effect whatsoever, and thereupon no party hereto will have any rights,
duties, liabilities or obligations of any kind or

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nature whatsoever against any other party hereto based upon either this
Agreement or the transactions contemplated hereby.

9.3. LIQUIDATED DAMAGES. Purchaser and Seller each acknowledge the
difficulty of estimating the losses that either would incur in the event the
other terminated this Agreement in violation of the terms hereof. Consequently,
to resolve the dispute that may arise in such event and to avoid prolonged
litigation and not as a penalty, Purchaser and Seller agree that losses
recoverable in the event that either Purchaser or Seller terminates this
Agreement in violation of this Article IX, or either Purchaser or Seller fails
to close the transaction contemplated by this Agreement on or before July 31,
1995 after the satisfaction of all of Purchaser's or Seller's closing conditions
specified in Sections 8.1 and 8.2, as the case may be, shall be limited to one
million dollars (US$1,000,000.00), which amount shall constitute liquidated
damages. Termination in compliance with the provisions of section 9.1.3 shall
not be in violation of this Article IX. The party terminating the Agreement in
violation of this Article IX or the party failing to close shall pay to such
other party such amount in immediately available funds within five (5) business
days following demand for payment thereof in writing.

ARTICLE X--CLOSING

10.1. TIME AND PLACE. The closing of this transaction ("CLOSING" or
"CLOSING DATE") shall take place at a place and time mutually agreeable to
Seller and Purchaser, on or before June 30, 1995 or at such other time and place
as the parties hereto shall agree upon in writing. The effective time of
Closing shall be deemed to be the close of business on the Closing Date.

10.2. ITEMS TO BE DELIVERED BY SELLER. At the Closing, Seller shall
deliver to Purchaser the following documents:

10.2.1. The certificates required by Subsections 8.1.1 and
8.1.2.

10.2.2. A written opinion from counsel for Seller, in the form
of Exhibit 8.1.4 hereto, dated as of the Closing Date addressed to Purchaser to
the effect that, among other things:

(a) The corporate existence of Seller is as stated in paragraph
4.1;

(b) This Agreement has been duly authorized, executed and
delivered by the Seller and constitutes a legal, valid and binding obligation of
Seller enforceable against Seller in accordance with its terms, except as such
enforcement may be limited by laws affecting creditors' rights generally, the
effect, if any, and subject to discretion of a court to grant equitable
remedies;

(c) Seller has all requisite power and authority to own its
property and, to the knowledge of such counsel, is not a party to or subject to
any agreement, commitment or understanding which restricts or may restrict this
power;

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(d) Counsel has no knowledge of any litigation proceedings of
the nature described in Subsection 4.1.7, except as set forth in Seller's
Disclosure Statement.

10.2.3. A certified copy of the duly adopted resolutions of
Seller's Board of Directors authorizing the transactions contemplated by this
Agreement.

10.2.4. An original executed copy of each approval, consent,
assignment, release and/or waiver if required to be secured by Seller hereunder
at Closing.

10.2.5. Such other documents of transfer, certificates of
authority and other documents as Purchaser may reasonably request.

10.2.6. The consent of the Bank.

10.2.7. A representation letter from management of Seller in
the form of Exhibit 10.2.7.

10.2.8. The stock certificate of Seller representing the
Shares.

10.2.9. Written resignations of each of the directors and
officers of Sub.

10.2.10. The original minute book and stock records of Sub.

10.2.11. The executed Environmental Escrow Agreement.

10.2.12. The executed Environmental Agreement.

10.2.13. The executed Transition Services Agreement.

10.3. ITEMS TO BE DELIVERED BY PURCHASER. At the Closing, Purchaser
shall deliver to Seller, among other things:

10.3.1. The Closing Cash Payment specified in Section 1.5.

10.3.2. The certifications required by subsections 8.2.1 and
8.2.2.

10.3.3. A written opinion from counsel for Purchaser, which
counsel may be an employee of Purchaser, in the form of Exhibit 8.2.4 hereto,
dated as of the Closing Date, addressed to Seller to the effect that:

(a) The corporate existence and good standing of Purchaser is as
stated in paragraph 5.1; and

(b) This Agreement has been duly authorized executed and
delivered by the Purchaser and constitutes a legal, valid and binding obligation
of the Purchaser enforceable

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against the Purchaser in accordance with its terms, except as such enforcement
may be limited by laws affecting creditors' rights generally and subject to
discretion of a court to grant equitable remedies.

10.3.4. Such other certificates of authority and other
evidentiary documents as Seller may reasonably request.

10.3.5. The executed Environmental Escrow Agreement.

10.3.6. The executed Environmental Agreement.

10.3.7. The executed Transition Services Agreement.

10.4. EFFECT OF CLOSING. Upon Closing, the parties hereto shall be
deemed to have waived any conditions to Closing and any claims against the other
for breach of any of the provisions of this Agreement to the extent such claims
arise out of or are based on facts or circumstances that the breaching party
disclosed to the claiming party in writing pursuant to Subsections 8.1.1, 8.1.2,
8.2.1 or 8.2.2 at or prior to Closing. Seller's Disclosure Statement and
Schedules to this Agreement shall, for all other purposes under this Agreement,
be deemed updated to reflect disclosures made pursuant to Subsections 8.1.1 or
8.1.2.

ARTICLE XI--INDEMNIFICATION, REMEDIES AND DISPUTE RESOLUTION

11.1. EXCLUSIVE REMEDY. The parties' rights to any injunction or
recovery under this Agreement shall be limited exclusively to the rights and
shall be pursued exclusively as set out in this Article XI.

11.2. REQUIREMENT OF INDEMNIFICATION BY SELLER. Subject to the other
provisions of this Article XI, Seller shall indemnify and hold Purchaser
harmless from and against any loss, cost, expense or other damage suffered by
Purchaser (including, without limitation, attorneys' fees and expenses)
resulting from, arising out of, or incurred with respect to, or (in the case of
claims asserted against Purchaser by a third party) alleged to result from,
arise out of or have been incurred with respect to (a) the falsity or the breach
of any representation, warranty or covenant made by Seller herein or (b) any
liability or obligation whatsoever of Seller, except for the Assumed
Liabilities, whether arising prior to, on or after the Closing Date or (c) any
liability or obligation whatsoever of Purchaser, except for the Assumed
Liabilities, arising from or relating to the activities or actions or omissions
of Seller at any time.

11.3. REQUIREMENT OF INDEMNIFICATION BY PURCHASER. Subject to the
other provisions of this Article XI, Purchaser shall indemnify and hold Seller
harmless from and against any loss, cost, expense or other damage suffered by
Seller (including, without limitation, attorneys' fees and expenses) resulting
from, arising out of, or incurred with respect to, or with respect to
third-party claims, alleged to result from, arise out of or have been incurred
with respect to (i) the falsity or the breach of any representation, covenant,
warranty or agreement made by Purchaser herein or

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(ii) the Assumed Liabilities or (c) any liability or obligation whatsoever of
Seller arising from or relating to the activities or actions or omissions of
Purchaser at any time.

11.4. NOTICE AND THIRD-PARTY CLAIMS.

11.4.1. NOTICE. A party claiming indemnification hereunder shall
promptly give notice to the indemnifying party after obtaining knowledge of any
claim against the indemnified party as to which recovery may be sought against
the indemnifying party because of the indemnity set forth above.

11.4.2. THIRD-PARTY CLAIMS. If a demand for indemnity shall arise
from the claim of a third party, the indemnified party shall permit the
indemnifying party to assume the defense of any such claim or any litigation
resulting from such claim; provided, however, that Purchaser need not give
notice to Seller nor permit Seller to assume the defense of any warranty claim
to the extent the third party is making no claim for injury to person or
property. The indemnifying party shall have fifteen (15) business days from its
receipt of the indemnified party's demand for indemnity to decide whether to
assume defense of the claim or to reject defense of the claim.

(a) If the indemnifying party assumes the defense of such claim
or litigation (which assumption may be subject to a reservation of rights to
dispute whether the indemnifying party owes a duty of indemnification
hereunder), the obligations of the indemnifying party hereunder shall include
taking all steps necessary in the defense or settlement of such claim or
litigation and holding the indemnified party harmless from and against any and
all losses, damages and liabilities caused by or arising out of any settlement
approved by the indemnifying party or any judgment in connection with such claim
or litigation. The indemnifying party shall not, in the defense of such claim
or litigation, consent to entry of any judgment except with the written consent
of the indemnified party, or enter into any settlement (except with the written
consent of the indemnified party), which does not include as an unconditional
term thereof the giving by the claimant or the plaintiff to the indemnified
party a release from all liability in respect of such claim or litigation.

(b) Failure by the indemnifying party to notify the indemnified
party of its election to defend any such claim or litigation by a third party
within fifteen (15) business days after notice thereof shall be deemed a waiver
by the indemnifying party of its right to defend such claim or litigation. If
the indemnifying party shall not assume the defense of any such claim by a third
party or litigation resulting therefrom, the indemnified party may defend
against such claim or litigation in good faith and may settle such claim or
litigation on such terms as it may in good faith deem appropriate.

(c) Subject to the other provisions of this Article XI, upon
final determination that a party owed a duty of indemnification under this
Subsection 11.4.2 , the indemnifying party shall promptly reimburse the
indemnified party for any loss, cost, expense or other damage incurred. The
indemnifying party shall reimburse the indemnified party for the amount of any
judgment rendered or settlement entered into with respect to any claim by a
third party the defense of which was not assumed by the indemnifying party, and
for all losses and

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expenses, legal or otherwise, incurred by the indemnified party in connection
with the defense against such claim or litigation.

11.5. REMEDIES; SURVIVAL PERIOD. Once a party is obligated to the
other pursuant to the terms of this Agreement, the party's obligation shall be
settled as follows:

11.5.1. REDUCTION OF PURCHASER'S EARN-OUT OBLIGATIONS. (a) An
Earn-Out obligation of Purchaser that has matured pursuant to Section 3.4 of
this Agreement shall be reduced to the extent of unsatisfied Resolved Excess
Claims. Such a reduction of Purchaser's matured Earn-Out obligation shall
reduce such Resolved Excess Claims to the extent of the reduction of Purchaser's
Earn-Out obligation; (b) an Earn-Out obligation of Purchaser that has matured
pursuant to Section 3.4 of this Agreement and that has not been reduced pursuant
to Subsection 11.5.1(a) shall be reduced pursuant to and to the extent allowed
by Section 11.6; (c) an Earn-Out obligation of Purchaser that has matured
pursuant to Section 3.4 of this Agreement and that has not been reduced pursuant
to Subsection 11.5.1(a or b) shall be settled pursuant to Section 3.5 of this
Agreement.

11.5.2. SETTLEMENT OF PURCHASER'S OTHER INDEMNIFICATION OBLIGATIONS.
Except as provided in Subsections 11.5.1 or 11.5.4, any obligation of Purchaser
hereunder shall be satisfied by delivering, within five (5) business days of the
determination of such obligation, by wire transfer, in immediately available
funds (U.S. Dollars), in accordance with Seller's instructions, the amount of
such unsatisfied obligation.

11.5.3. SETTLEMENT OF SELLER'S INDEMNIFICATION OBLIGATIONS. Except
as provided in Subsection 11.5.4, any obligation of Seller hereunder shall be
satisfied by delivering, within five (5) business days of the determination of
such obligation, by wire transfer, in immediately available funds (U.S.
Dollars), in accordance with Purchaser's instructions, the amount of such
unsatisfied obligation.

11.5.4. LIMITATIONS ON CERTAIN INDEMNIFICATION OBLIGATIONS. Neither
party may bring a Claim against the other under this Article XI (except demands
for cash under Sections 2.5 and 3.5) until the aggregate amount of such Claims
that otherwise could have been brought against the other (except demands for
cash under Sections 2.5 and 3.5) exceeds $250,000, and such Claims may then be
brought for the entire amount of such claims without any deductibles (the
"EXCESS CLAIMS"). Seller's contingent obligation for Resolved Excess Claims
shall be reduced or settled (a) first, pursuant to Subsection 11.5.1(a) (as more
fully set forth in Subsection 11.6.2); (b) second, as set forth in Subsection
11.6.3; and (c) third, as set forth in Subsection 11.5.3. Seller's and
Purchaser's respective liability pursuant to Article XI (except demands for cash
under Sections 2.5 and 3.5) shall be limited as follows: (i) until December 31,
1996, to the Purchase Price; (ii) at any time from January 1, 1997 to December
31, 1998, to the sum of amounts paid to or earned by Seller pursuant to Article
III plus the remaining amount of the Successor Gross Margin Earn-Out that may be
earned; and (iii) after December 31, 1998, to zero; provided, however, that the
obligation of Seller to indemnify Purchaser with respect to matters described in
(y) Schedule 7.8 shall survive until the expiration of the applicable statute of
limitations and (z) Section 6 of the Environmental Agreement shall survive
without limitation.

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The amount of a claim (and a party's obligation therefor) shall be reduced by
any insurance coverage available in respect of such claim unless such coverage
is not available due to the fault of the indemnifying party.

11.6. RESOLVED AND PENDING EXCESS CLAIMS.

11.6.1. RESOLVED EXCESS CLAIMS PRIOR TO MATURITY OF PURCHASER'S
EARN-OUT OBLIGATIONS. Prior to the maturity of any of Purchaser's Earn-Out
obligations, any Resolved Excess Claim against Seller shall be a contingent
obligation of Seller, which contingent obligation shall accrue interest at the
rate of 8%.

11.6.2. RESOLVED EXCESS CLAIMS AFTER INITIAL MATURITY OF PURCHASER'S
EARN-OUT OBLIGATIONS. On the initial maturity of an Earn-Out obligation of
Purchaser (and on any subsequent maturity, to the extent of Resolved Excess
Claims for which Seller is contingently obligated), Seller's contingent
obligation for Resolved Excess Claims and any accrued interest thereon shall be
reduced as set forth in Subsection 11.5.1(a). Any Resolved Excess Claims for
which Seller remains or becomes contingently obligated following the initial
maturity of an Earn-Out obligation of Purchaser shall accrue interest at the
rate of 8%.

11.6.3. PENDING EXCESS CLAIMS AFTER INITIAL MATURITY OF PURCHASER'S
EARN-OUT OBLIGATIONS. Following the reduction of any Resolved Excess Claims of
Seller as set forth in Subsection 11.6.2, if (a) a matured Earn-Out obligation
of Purchaser remains and (b) Purchaser has notified Seller of a Pending Excess
Claim against Seller; then the parties shall open an Escrow pursuant to an
Escrow Agreement, in the form of Exhibit 11.6.3 hereto. On opening of the
Escrow, and thereafter whenever Purchaser makes a Claim, Purchaser shall certify
to Seller and to the Escrow Agent its good faith estimate, made after reasonable
investigation, of the amount of Pending Excess Claims. To the extent that the
aggregate amount of such certified and unresolved Pending Excess Claims exceeds
the amount of Escrowed Funds (if any), Purchaser may deliver all or a portion of
such deficiency to the Escrow Agent for deposit into the Escrowed Funds, and
Purchaser's matured Earn-Out obligation shall be reduced to the extent of such
deposit. On resolution of a Pending Excess Claim, the parties shall execute a
joint written instruction directing the Escrow Agent to release (a) to Purchaser
the amount of Seller's contingent obligation for such Pending Excess Claim
(which shall reduce Seller's contingent obligation for such resolved Pending
Excess Claim), and (b) to Seller the remainder (if any) of the exposure amount
certified to the Seller in respect of such Pending Excess Claim. To the extent
Escrowed Funds are inadequate to completely reduce a contingent obligation of
Seller for a Pending Excess Claim that has been resolved, the remainder of such
Pending Excess Claim shall become a Resolved Excess Claim for which Seller is
contingently obligated.

11.6.4. TERMINATION OF ESCROW; REMAINING RESOLVED EXCESS CLAIMS.
If, on resolution of the final Pending Excess Claim, the amount of Escrowed
Funds exceeds the amount of Seller's contingent obligation for the resolved
Pending Excess Claim, in addition to complying with Subsection 11.6.3, the
parties shall execute a joint written instruction directing the Escrow Agent to
release the remaining Escrowed Funds to Seller and to terminate the Escrow. If,
following the final maturity of an Earn-Out obligation of Purchaser, the
resolution of a Pending

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Excess Claim results in a contingent obligation of Seller that exceeds the
remaining Escrowed Funds, in addition to complying with Subsection 11.6.3, the
parties shall execute a joint written instruction directing the Escrow Agent to
terminate the Escrow. After termination of the Escrow, any Resolved Excess
Claims (plus accrued interest thereon) for which Seller is contingently
obligated shall, subject to the provisions of Subsection 11.5.4, be obligations
of Seller due in accordance with Subsection 11.5.3.

11.7. ARBITRATION.

11.7.1. DISPUTES SUBJECT TO ARBITRATION. After the Closing, all
disputes under this Agreement not resolved by negotiation between the parties
shall be resolved by arbitration in accordance with this Section 11.7, except:
(a) a dispute arising out of or relating to any covenant or agreement contained
in Article VII or (b) a determination of the Disputes Arbiter under Articles II
or III, including without limitation the determination of any components of
calculations or the related amounts due as a result of such calculations. For
avoidance of doubt, a timely certification by Purchaser of the amount of Pending
Excess Claims shall not be subject to challenge under Section 3.5, but shall
instead be subject to arbitration on the issue that the Purchaser's
certification does not meet the standards set forth in Subsection 11.6.3. The
decision of an arbitrator in respect of a dispute hereunder shall be final and
binding on the parties. The party seeking relief may submit a dispute to
arbitration pursuant to the following procedures if the parties cannot resolve
their dispute within 20 days after the party seeking relief has provided written
notice of the dispute to the other parties.

11.7.2. SELECTION OF ARBITRATOR. If Purchaser is the party seeking
relief, such arbitration shall be conducted in San Francisco, California, by a
single arbitrator mutually acceptable to the parties. If Seller is the party
seeking relief, such arbitration shall be conducted in Pittsburgh, Pennsylvania,
by a single arbitrator mutually acceptable to the parties. If the parties are
unable, pursuant to the preceding two sentences, to agree on the selection of an
arbitrator within 10 days after the dispute is submitted to arbitration, any
party to the dispute may petition the American Arbitration Association for
appointment of an arbitrator. Once an arbitrator has been selected, if the
relief sought is based in whole or in part upon the right to have another party
execute a joint written instruction to the Escrow Agent, the parties (or the
American Arbitration Association) shall certify to the Escrow Agent the identity
of the arbitrator (which certification shall include a sample of the
arbitrator's signature) and the authority of the arbitrator to order a release
of funds or an adjustment of accounting in respect of the Escrow Account.

11.7.3. ARBITRATION PROCEDURES. The Arbitration procedures shall be
conducted in accordance with the January 1, 1991 Commercial Arbitration Rules of
the American Arbitration Association (the "ARBITRATION RULES"), except the
procedures, requirements and restrictions set out in this Section 11.7 shall
govern over the Arbitration Rules and except as otherwise agreed among the
parties; otherwise applicable provisions of the Arbitration Rules calling for
notification by or to the American Arbitration Association shall be satisfied by
notification by or to the arbitrator.

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11.7.4. ARBITRATION HEARING. The parties shall, as promptly as
practicable, submit evidence in accordance with the Arbitration Rules and the
other procedures agreed upon or established by the arbitrator, and the
arbitrator shall decide the dispute in accordance with the terms of this
Agreement, such procedures and applicable law. If a circumstance arises for
which the parties' procedures have not provided, then the arbitrator may fashion
rules to address the circumstance, balancing the goals of a prompt, efficient
proceeding with providing a fair hearing.

11.7.5. ARBITRATION AWARD OR ORDER. The parties agree that they
will require the arbitrator to render its decision within 30 days after
submitting the dispute to the arbitrator, except where the relief requested is
injunctive in nature the arbitrator shall render its decision within 10 days.
Judgment upon the award rendered by arbitration may be entered in any court
having jurisdiction thereof. If the relief sought is based in whole or in part
upon the right to have another party execute a joint written instruction to the
Escrow Agent, the arbitrator may order a release of funds or an adjustment of
accounting in respect of the Escrow.

11.7.6. COSTS AND FEES. The parties shall bear equally the fees and
expenses of the arbitrator. Should judicial enforcement of an arbitration award
be necessary, the party against whom the award is enforced shall bear all costs
of enforcement, including the prevailing party's attorney fees relating to
enforcement (and any appeal).

11.8. PURCHASE PRICE ADJUSTMENT. The parties agree to treat all
payments made under this Article XI as adjustments to the purchase price for tax
purposes.

ARTICLE XII--DEFINITIONS

12.1. DEFINITIONS. For purposes of this Agreement, the following
capitalized terms shall have the meanings set forth below:

12.1.1. ACCRUED EXPENSES. "Accrued Expenses" shall have the meaning
set forth in Subsection 1.3.1.

12.1.2. ACCOUNTS PAYABLE. "Accounts Payable" shall have the meaning
set forth in Subsection 1.3.1.

12.1.3. ACCOUNTS RECEIVABLE. "Accounts Receivable" shall have the
meaning set forth in Subsection 1.2.2.

12.1.4. ACQUIRED ASSETS. "Acquired Assets" shall have the meaning
set forth in Section 1.2.

12.1.5. AGREEMENT. "Agreement" shall mean this Stock Purchase
Agreement.

12.1.6. ANNUAL CAP. "Annual Cap" shall have the meaning set forth
in Subsection 3.3.1.

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12.1.7. AVERAGE SHAREHOLDERS EQUITY. "Average Shareholders Equity"
shall mean the sum of Shareholders Equity of the Company as stated on the
balance sheets of the Company at January 29, February 26 and April 2, 1995,
divided by three (3).

12.1.8. ASSUMED LEASES. "Assumed Leases" shall mean those Real
Property Leases to be assumed by the Purchaser at Closing pursuant to Subsection
1.2.5 and those Personal Property Leases to be assumed by the Purchaser at
Closing pursuant to Subsection 1.2.6.

12.1.9. ASSUMED LIABILITIES. "Assumed Liabilities" shall have the
meaning set forth in Section 1.3.

12.1.10. BACKLOG CONTRACTS. "Backlog Contracts" shall mean those
Contracts of the type described in Subsection 1.2.9(b), on which Seller and
Purchaser reasonably expect all on-site work will be completed by May 31, 1996,
a list of which the parties shall agree to and attach to this Agreement as Annex
12.1.11 by no later than five (5) business days prior to the Closing Date.

12.1.11. BACKLOG GROSS MARGIN EARN-OUT. "Backlog Gross Margin
Earn-Out" shall have the meaning set forth in Section 3.2.

12.1.12. BACKLOG GROSS MARGIN. "Backlog Gross Margin" shall mean,
for the period from the Closing Date to May 31, 1996, the actual aggregate Gross
Margin, applying Seller's Revenue Recognition Standards, achieved on Backlog
Contracts for which all on-site work is actually completed by May 31, 1996.

12.1.13.BANK. "Bank" shall mean Banque Paribas, a French bank, as agent for the
lending banks under the Loan Agreements.

12.1.14. BANK DEBT. "Bank Debt" shall mean all pecuniary obligations
of Seller under the Loan Agreements.

12.1.15. BASELINE REVENUES. "Baseline Revenues" shall mean the gross
revenues of the Successor from the Business and Purchaser's Nuclear Services
Division chemical decontamination and chemical cleaning lines calculated in
accordance with Purchaser's Revenue Recognition Standards.

12.1.16. BEST EFFORTS. "Best Efforts" means that a party shall use
all reasonable means within its power to effect the specified actions or obtain
the specified item; PROVIDED, HOWEVER, that such efforts shall in no way require
the expenditure of cash.

12.1.17. BILLINGS. "Billings" shall have the meaning set forth in
Section 2.2.4.

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12.1.18. BILLINGS ADJUSTMENT. "Billings Adjustment" shall have the
meaning set forth in Section 2.2.1.

12.1.19. BILLINGS IN EXCESS OF REVENUE. "Billings in Excess of
Revenue" shall have the meaning set forth in Subsection 1.3.2.

12.1.20. BUSINESS. "Business" shall mean the (i) chemical
decontamination, (ii) chemical cleaning and (iii) equipment leasing and sales
activities conducted by VECTRA Services Inc. and shall include the Acquired
Assets and the Assumed Liabilities transferred to Purchaser pursuant to this
Agreement.

12.1.21. CLAIM. "Claim" shall mean any claim, known or unasserted,
for damages (including punitive damages), response costs, fines, penalties,
assessments, injunctive or other relief, whether or not based on personal
injury, property damage, damage to the environment, or other economic loss, and
whether in contract or tort, at law or in equity, and whether or not the act or
omission giving rise to the claim took place after, on, or prior to, the Closing
Date.

12.1.22. CLOSING. "Closing" shall have the meaning set forth in
forth in Section 10.1.

12.1.23. CLOSING CASH PAYMENT. "Closing Cash Payment" shall mean one
or more wire transfers made in accordance with Section 1.5, which in the
aggregate shall total the amount of Nineteen Million and No/100 U.S. Dollars
(US$19,000,000.00) plus or minus, as the case may be, (1) the Estimated Billings
Adjustment, (2) the Environmental Adjustment; and (3) the Estimated Equity
Adjustment.

12.1.24. CLOSING DATE. "Closing Date" shall have the meaning set
forth in Section 10.1.

12.1.25. CLOSING SHAREHOLDERS EQUITY. "Closing Shareholders Equity"
shall mean Shareholders Equity of the Company on the Closing Statement. ,

12.1.26. CLOSING STATEMENT. "Closing Statement" shall have the
meaning set forth in Subsection 2.4.1.

12.1.27. CODE. "Code" shall mean the Internal Revenue Code of 1986,
as amended.

12.1.28. CONTRACT. "Contract" shall have the meaning set forth in
Subsection 1.2.9.

12.1.29. CUSTOMER LISTS, BUSINESS PAPERS, AND LISTS. "Customer
Lists, Business Papers, and Lists" shall have the meanings set forth in
Subsection 1.2.7.

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12.1.30. DAMAGES. "Damages" shall mean any and all losses, costs or
deficiencies when incurred (including, without limitation. interest, penalties,
assessments, court costs, response costs, fines, judgments and reasonable
attorneys' fees and disbursements but excluding any costs of internal personnel
and related overhead) and any losses when incurred that may result from the
granting of injunctive relief in any suit, action or proceeding; provided,
however, that damages shall not include any consequential or punitive damages
arising out of or occurring in connection with any of' the foregoing.

12.1.31. DESIGNATED ACCOUNTS RECEIVABLE. "Designated Accounts
Receivable" shall mean Accounts Receivable arising out of Contracts for which
Seller has recorded Billings in Excess of Revenue, which Accounts Receivables to
be identified and estimated by Seller at Closing.

12.1.32. DISPUTES ARBITER. "Disputes Arbiter" shall, for purposes of
the applicable Article, have the meaning set forth either in Subsection 2.4.4 or
Subsection 3.4.4.

12.1.33. EARN-OUT. "Earn-Out" shall mean the contingent payment
obligation due from Purchaser to Seller as set forth in Article III of this
Agreement.

12.1.34. EARN-OUT CERTIFICATION. "Earn-Out Certification" shall have
the meaning set forth in Subsection 3.4.1.

12.1.35. EARN-OUT RATIO. "Earn-Out Ratio" shall have the meaning set
forth in Section 3.2.

12.1.36. EMPLOYEE. "Employee" means regular full-time and regular
part-time employees of Sub, the names of whom are set forth on Seller's
Disclosure Statement.

12.1.37. ENVIRONMENTAL ADJUSTMENT. "Environmental Adjustment" shall
have the meaning set forth in Section 2.1.4.

12.1.38. ENVIRONMENTAL LAW. "Environmental Law" shall mean all
federal, state and local statutes, rules, regulations, ordinances, orders,
judgments, decrees and common law relating in any manner to contamination,
pollution, or protection of human health or the environment, including without
limitation the Comprehensive Environmental Response, Compensation and Liability
Act, the Solid Waste Disposal Act, the Clean Air Act, the Clean Water Act, the
Toxic Substances Control Act, the Endangered Species Act, the National
Environmental Protection Act, the occupational Safety and Health Act, the
Emergency Planning and Community Right-to-Know Act, the Safe Drinking Water Act,
all as amended, and similar laws of any other governmental authority.

12.1.39. EQUITY ADJUSTMENT. "Equity Adjustment" shall have the
meaning as set forth in Section 2.2.2.

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12.1.40. ESTIMATED EQUITY ADJUSTMENT. "Estimated Equity Adjustment"
shall have the meaning as set forth in Section 2.1.2.

12.1.41. ERISA. "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.

12.1.42. ESTIMATED BACKLOG GROSS MARGIN. "Estimated Backlog Gross
Margin" shall mean the aggregation of Seller's forecasts, made no more than five
(5) business days prior to Closing and set forth on Annex 12.1.11, for the Gross
Margins of the Backlog Contracts (a) on which all on-site work is actually
completed by May 31, 1996, or (b) canceled by customers prior to May 31, 1996.
For purposes of calculating the Earn-Out, renegotiation of or replacement of
contracts set forth on Annex 12.1.11 shall not be deemed the cancellation of a
contract.

12.1.43. EXCESS CLAIMS. "Excess Claims" shall have the meaning set
forth in Subsection 11.5.4.

12.1.44. EXCLUDED ASSETS. "Excluded Assets" shall have the meaning
set forth in Subsection 1.2.12.

12.1.45 FINAL CERTIFIED BALANCE SHEET. "Final Certified Balance
Sheet" means the Balance Sheet that has been deemed final pursuant to the
provisions of Section 2.4.

12.1.46. FINAL CLOSING STATEMENT. "Final Closing Statement" means a
balance sheet of Sub as of the Closing Date presenting the various items therein
in accordance with GAAP that has been deemed final pursuant to the provisions of
Section 2.4.

12.1.47. GAAP. "GAAP" shall mean generally accepted accounting
principles in the United States of America as promulgated or adopted by the
Financial Accounting Standards Board ("FASB") and its predecessors.

12.1.48. GAAS. "GAAS" shall mean generally accepted auditing
standards in the United States of America that are consistent with the standards
promulgated or adopted by the Auditing Standards Board of the American Institute
of Certified Public Accountants.

12.1.49. GROSS MARGIN. "Gross Margin" shall mean the dollar amount
of gross revenues minus direct product costs. Direct product costs mean the
actual component costs of providing the services or producing the product, as
reflected in Purchaser's normal accounting principles.

12.1.50. GROSS MARGIN RATIO. "Gross Margin Ratio" shall have the
meaning set forth in Subsection 3.3.2.

12.1.51. GROSS REVENUES. "Gross Revenues" shall mean the total
revenues of Sub or Successor, as applicable.

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12.1.52. INITIATOR. "Initiator" shall, for purposes of the
applicable Article, have the meaning set forth in either Subsection 2.4.4 or
Subsection 3.4.4.

12.1.53. INTELLECTUAL PROPERTY RIGHTS. "Intellectual Property
Rights" shall have the meaning set forth in Subsection 1.2.10.

12.1.54. INVENTORY. "Inventory" shall have the meaning set forth in
Subsection 1.2.1.

12.1.55. KNOWLEDGE. "Knowledge", as used in this Agreement or the
instruments, certificates or other documents required under this Agreement,
shall mean actual knowledge, after reasonable inquiry, of a fact.

12.1.56. LIABILITY/LIABILITIES. "Liability" or "Liabilities" shall
mean all obligations, whether fixed, unliquidated, contingent or otherwise, that
arise out of or are related to the Business or the performance of the Contracts.

12.1.57. LOAN AGREEMENTS. "Loan Agreements" shall mean that certain
Term Loan Agreement dated as of January 6, 1994 among Parent, the banks named
therein, Banque Paribas, as agent, and Banque Nationale de Paris, as managing
agent, and that certain Credit Agreement, as amended, dated as of January 6,
1994 among VECTRA Nevada, Inc., Banque Paribas, as agent, and Banque Nationale
de Paris, as managing agent, and the Receivables Purchase Agreements dated as of
January 6, 1994 between parent and VECTRA Nevada, Inc. and Company and VECTRA
Nevada, Inc., and the ancillary documents executed pursuant thereto.

12.1.58. MATERIAL ADVERSE EFFECT. "Material Adverse Effect" shall
mean the incurrence of a liability or obligation of any kind, or the
deterioration of the Business as a result of a specified cause which has an
adverse effect that is material to the business, operations or results of
operations of the Business taken as a whole.

12.1.59. MATERIAL CONTRACT. "Material Contract" shall have the
meaning set forth in Section 1.2.9.

12.1.60 MATERIAL CONSENT. "Material Consent" shall mean, with
respect to each of the contracts listed on Schedule 6.2, the written consent of
the other party to each contract confirming or consenting to the transfer of the
subject contract to Purchaser or its affiliates.

12.1.61. NON-DISCLOSURE AGREEMENT. "Non-Disclosure Agreement" shall
mean that certain Confidentiality and Standstill Agreement dated January 25,
1995, between Purchaser and Seller, as amended and supplemented by that certain
First Amendment to Confidentiality and Standstill Agreement dated May 2, 1995,
between Purchaser and Seller, true

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and correct copies of which are attached to the letter of intent dated May 17,
1995 and executed by Purchaser and Seller.

12.1.62. NOTICE OF DISAGREEMENT. "Notice of Disagreement" shall have
the meaning set forth in Subsection 3.4.2.

12.1.63. OTHER LIABILITIES. "Other Liabilities" shall have the
meaning set forth in Subsection 1.3.5.

12.1.64. PENDING EXCESS CLAIM. "Pending Excess Claim" shall mean
Excess Claims of which Purchaser has notified Seller or tendered to Seller that,
if Purchaser prevailed on the Excess Claim, would constitute a Resolved Excess
Claim.

12.1.65. PERMITS. "Permits" shall have the meaning set forth in
Subsection 1.2.8.

12.1.66. PERSONAL PROPERTY LEASES. "Personal Property Leases" shall
have the meaning set forth in Subsection 1.2.6.

12.1.67. PURCHASER'S REVENUE RECOGNITION STANDARDS. "Purchaser's
Revenue Recognition Standards" shall mean the principles on which Purchaser
recognizes revenue for financial accounting purposes, as described in Exhibit
3.4.1.

12.1.68. PROPOSED FINAL ADJUSTMENTS. "Proposed Final Adjustments"
shall have the meaning set forth in Subsection 2.4.2.

12.1.69. PURCHASE PRICE. "Purchase Price" shall have the meaning set
forth in Section 1.4.

12.1.70. PURCHASER'S AUDITOR. "Purchaser's Auditor" shall have the
meaning set forth in Subsection 2.4.2.

12.1.71. REAL PROPERTY. "Real Property" means the real property
subject to the Real Property Leases.

12.1.72. REAL PROPERTY LEASES. "Real Property Leases" shall have the
meaning set forth in Subsection 1.2.5.

12.1.73. RECIPIENT. "Recipient" shall, for purposes of the
applicable Article, have the meaning set forth in either Subsection 2.4.4 or
Subsection 3.4.4.

12.1.74. RESOLVED EXCESS CLAIMS. "Resolved Excess Claims" shall mean
Excess Claims that Seller has acknowled`ged to be its obligations in a specified
amount or which have been determined pursuant to Section 11.7 to be its
obligations.

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12.1.75. RETAINED CUSTOMER CONTRACTS. "Retained Customer Contracts"
shall have the meaning set forth in Section 6.5.2.

12.1.76. RETAINED LIABILITIES. "Retained Liabilities" shall have the
meaning set forth in Subsection 1.3.6.

12.1.77. SELLER'S AUDITOR. "Seller's Auditor" shall have the meaning
set forth in Subsection 2.4.1.

12.1.78. SELLER'S KNOWLEDGE. "Seller's Knowledge" shall have the
meaning set forth in Section 4.3.

12.1.79. SELLER'S REVENUE RECOGNITION STANDARDS. "Seller's Revenue
Recognition Standards" shall mean the principles on which Seller recognizes
revenue for financial accounting purposes, as described in Exhibit 1.3.2.

12.1.80. SHAREHOLDERS EQUITY. "Shareholders Equity" shall mean, as
of any date, shareholders equity of the Company, computed by subtracting total
liabilities from total assets; provided that Revenues in Excess of Billings,
Designated Accounts Receivable, Billings in Excess of Revenues, cash and
Retained Liabilities, as stated on each such balance sheet, shall be excluded
from this calculation.

12.1.81. SUCCESSOR. "Successor" shall mean the business resulting
from the combination of Purchaser's chemical decontamination and chemical
cleaning product lines, and the Business.

12.1.82. SUCCESSOR GROSS MARGIN EARN-OUT. "Successor Gross Margin
Earn-Out" shall have the meaning set forth in Section 3.3.

12.1.83. SUPPLEMENTAL COOLING SYSTEM. "Supplemental Cooling System"
shall mean that mobile system utilized for the removal of the decay heat
associated with active and spent nuclear fuel developed by Seller and patented
under Patent No. 5,268,942.

12.1.84. TANGIBLE ASSETS. "Tangible Assets" shall have the meaning
set forth in Subsection 1.2.4.

12.1.85. TRADE NAMES. "Trade Names" shall have the meaning set
forth in Subsection 7.13.

12.1.86. TRANSITION SERVICES AGREEMENT. "Transition Services
Agreement" shall mean the agreement attached as Exhibit 7.5.1.

12.1.87. WARRANTIES. "Warranties" shall have the meaning set forth
in Subsection 1.2.11.

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ARTICLE XIII--GENERAL PROVISIONS

13.1. LAW GOVERNING. This Agreement shall be governed in all respects,
including, but not limited to, as to validity, interpretation and effect, by the
internal laws of the State of Washington, without giving effect to the conflict
of laws rules thereof. The mailing of process or other papers in connection
with any action or proceeding arising out of this Agreement or any collateral
agreement in the manner provided in Section 13.6 or as may be permitted by law,
shall be valid and sufficient service thereof.

13.2. ASSIGNMENT. This Agreement shall not be assigned by any party
without the written consent of the other parties and any attempted assignment
without such written consent shall be null and void and without legal effect,
except that: (i) this Agreement may be freely assigned by Purchaser to any
entity in which it is the majority owner; and (ii) Purchaser may assign this
Agreement following the Closing, in whole or in part, to any person,
corporation, firm or entity that purchases all or part of the Acquired Assets.
Any such assignment shall not relieve Purchaser or Seller of any continuing
liability or obligation hereunder. This Agreement shall be binding upon and
inure to the benefit of the respective parties hereto and their successors and
permitted assigns.

13.3. AMENDMENT AND MODIFICATION; WAIVERS. No amendment, modification
or discharge of this Agreement, and no waiver hereunder, shall be valid or
binding unless set forth in writing and duly executed by the party against whom
enforcement of the amendment, modification, discharge or waiver is sought. Any
such waiver shall constitute a waiver only with respect to the specific matter
described in such writing and shall in no way impair the rights of the party
granting such waiver in any other respect or at any other time. The
representations and warranties of either Seller or the Purchaser shall not be
affected or deemed waived by reason of any investigation made by or on behalf of
the other party (including, but not limited to, by any of its advisors,
consultants or representatives) or by reason of the fact that such other party
or any such advisors, consultants or representatives knew or should have known
that any such representation or warranty is or might be inaccurate.

13.4. SUBMISSION TO JURISDICTION; WAIVERS. Each party hereto hereby
irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or
proceeding relating to this Agreement, or for recognition and enforcement of any
judgment in respect thereof, to the non-exclusive general jurisdiction of (i) in
the case of Seller, the Courts of the State of Washington, the courts of the
United States of America located in such state, and appellate courts from any
thereof, and (ii) in the case of the Purchaser, the Courts of the State of
Pennsylvania, the courts of the United States of America located in such states,
and appellate courts from any thereof, PROVIDED, that Seller shall not bring an
action against Purchaser in the courts set forth in clause (i) of this Section
13.4(a), and Purchaser shall not bring an action against Seller in the courts
set forth in clause (ii) of this Section 13.4(a);

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(b) consents that any such action or proceeding may be brought in
such courts and waives any objection except as set forth in the proviso to
Section 13.4(a) that it may now or hereafter have to the venue of any such
action or proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the same;

(d) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law;

(e) agrees not to bring an action against the other in or request
transfer to a court in any other jurisdiction, except as provided in Articles II
and III; and

(f) waives trial by jury in any legal action or proceeding relating
to this Agreement.

13.5. EXPENSES; TRANSFER TAXES. Purchaser and Seller shall each bear
their own accounting and legal fees and other expenses in connection with the
negotiation and execution of this Agreement and the consummation of the
transactions contemplated hereby.

13.6. NOTICES. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given, if delivered by hand or sent
by facsimile or mailed, certified or registered mail with postage prepaid to the
address stated below, unless such person shall have notified the other persons
of a different address, specifically referring to this section of the Agreement:

13.6.1. If to Seller to:

VECTRA Technologies, Inc.
5000 Executive Parkway
Suite 500
San Ramon, CA 94583
Attn: Ray A. Fortney
Phone: (510) 275-4500
Fax: (510) 275-4521

with a copy to
C. Kent Carlson, Esq.
Preston Gates & Ellis
701 Fifth Avenue, Suite 5000
Seattle, WA 98104
Phone: (206) 623-7580
Fax: (206) 623-7022

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13.6.2. If to Purchaser to:

Westinghouse Electric Corporation
Energy Center
4350 Northern Pike
Monroeville, PA 15146-2886
Attn: General Manager, Nuclear
Services Division
Phone: (412) 374-3700
Fax: (412) 374-6521

with a copy to
Office of the General Counsel
Westinghouse Electric Corporation
Six Gateway Center
11 Stanwix Street
Pittsburgh, Pennsylvania 15222
Phone: (412) 642-3966
Fax: (412) 642-5224

13.7. ANNOUNCEMENTS. Announcements concerning the transactions
provided for in this Agreement by either Seller or Purchaser shall be subject to
the approval of the other in all essential respects, except that the other
party's approval shall not be required as to any statements and other
information which a party may be required to be make pursuant to any rule or
regulation of the Securities and Exchange Commission or any such exchange or
deemed necessary by counsel to such party; PROVIDED, HOWEVER, that in the event
of such required statement, the party that will make such disclosure shall
notify the other and use its Best Efforts to reflect the comments of the
nondisclosing party in such disclosure.

13.8. ENTIRE AGREEMENT. This instrument, together with the schedules,
exhibits, annexes and Seller's Disclosure Statement, and agreements executed in
conjunction with this Agreement, embody the entire agreement between the parties
hereto with respect to the transactions contemplated herein. All prior
negotiations and agreements between the parties are merged in, and superseded
by, this Agreement, and there are no agreements, representations or warranties
between the parties other than those set forth or provided for herein.

13.9. COUNTERPARTS. This Agreement may be executed in two or more
partially or fully executed counterparts each of which shall be deemed an
original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument.

13.10. HEADINGS. The headings in this Agreement are inserted for
convenience only and shall not constitute a part hereof.

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13.11. FURTHER DOCUMENTS. Purchaser and Seller agree to execute any and
all other documents and to take such other action or corporate proceedings as
may be reasonably necessary or desirable to carry out the terms hereof.

13.12. RISK OF LOSS. Until Closing, all Acquired Assets shall remain at
the risk of Seller and the Assumed Liabilities shall remain the sole
responsibility of Seller.

13.13. SEVERABILITY. The parties agree that if any provision of this
Agreement shall under any circumstances be deemed invalid or inoperative, the
Agreement shall be construed with the invalid or inoperative provision deleted
and the rights and obligations of the parties shall be construed and enforced
accordingly.

13.14. NO THIRD-PARTY RIGHTS. Except as provided in Articles II and III
with respect to the Disputes Arbiter, nothing in this Agreement, expressed or
implied, shall or is intended to confer upon any Person other than the parties
hereto or their respective successors or assigns, any rights or remedies of any
nature or kind whatsoever under or by reason of this Agreement.

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SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed this Agreement on the 30th
day of June, 1995:

SELLER: PURCHASER:

VECTRA TECHNOLOGIES, INC. WESTINGHOUSE ELECTRIC CORPORATION

By /s/ John R. Holding By /s/ Vincent J. Esposito
--------------------------- ---------------------------
John R. Holding, Vice President Vincent J. Esposito, Manager, Steam
Generator Operations, and Authorized
Representative

VECTRA SERVICES, INC.

By /s/ John R. Holding
---------------------------
John R. Holding, Vice President

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SCHEDULES, EXHIBITS AND ANNEXES

Schedule 1.2.4 Tangible Assets
Schedule 1.2.5 Leases - Real Property
Schedule 1.2.6 Leases - Personal Property
Schedule 1.2.8 Permits
Schedule 1.2.9 Contracts
Schedule 1.2.10 Intellectual Property
Schedule 1.2.12 Employment Relationships
Schedule 1.2.13 Excluded Assets
Schedule 1.3.6 Exceptions to Contract Terms
Schedule 1.6 Allocation of Purchase Price
Schedule 4.3 Knowledge Employees
Schedule 6.2 Material Consents
Schedule 7.2 Noncompetition
Schedule 7.5 Transition Services
Schedule 7.5.3 Seller's Waste Services Assets
Schedule 7.8 Tax Matters

Exhibit 1.3.2 Seller's Revenue Recognition Standards
Exhibit 2.1.4(A) Environmental Escrow Agreement
Exhibit 2.1.4(B) Environmental Agreement
Exhibit 3.4.1 Purchaser's Revenue Recognition Standards
Exhibit 7.5 Transitional Services Agreement
Exhibit 8.1.1 Officer's Certificate
Exhibit 8.1.2 Officer's Certificate
Exhibit 8.1.4 Form of Legal Opinion of Seller's Counsel
Exhibit 8.2.1 Officer's Certificate
Exhibit 8.2.2 Officer's Certificate
Exhibit 8.2.4 Form of Legal Opinion of Purchaser's Counsel
Exhibit 10.2.7 Form of Seller's Management Representation Letter
Exhibit 11.6.3 Earn-Out Escrow Agreement

Annex 1.2.2 Aged Accounts Receivable
Annex 2.1.1(A) Estimated Billings Adjustment
Annex 2.1.1(B) List of Designated Accounts Receivables
Annex 12.1.11 List of Backlog Contracts

Capitalized terms in the Schedules, Exhibits, and Annexes have the same
meanings as in the Stock Purchase Agreement, dated as of June 30, 1995, by and
among VECTRA Technologies, Inc., VECTRA Services, Inc., and Westinghouse
Electric Corporation.

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