CTC COSMETICS HOLDINGS CO INC
8-K, 1997-04-03
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                   ----------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                   ----------------------------------------
                                  FORM 8-K

                               CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934
                   ----------------------------------------

Date of Report (Date of earliest event reported) March 21, 1997
                                                 --------------

                   CTC Cosmetics Holdings Company, Inc.
- ----------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                                   Delaware
- ----------------------------------------------------------------------------
                (State or other jurisdiction of incorporation)

     033-23884-LA                                        87-0415594   
- ----------------------                         ---------------------------
(Commission File Number)                   (IRS Employer Identification No.)


No. 80 Liu Tuang Road Pudong, Shanghai, China       
- ----------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code:  (852) 2882-5699
- ---------------------------------------------------------------------
     Exhibit Index is on page __ of the manually executed copy.

                             Page 1 of 4 page

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Item 1.     Change in Control of Registrant.
- -------     --------------------------------
Item 2.     Acquisition or Disposition of Assets.
- -------     -------------------------------------

     On March 21, 1997, CTC Cosmetics Holdings Company, Inc., formerly known 
as The Westwind Group, Inc., a Delaware corporation (the "Registrant") 
consummated a transaction, whereby the Registrant acquired all of the 
issued and outstanding shares of CTC Cosmetics Holding (BVI) Co., Ltd., a 
British Virgin Islands corporation ("CTC Cosmetics") in exchange for the 
issuance by the Registrant of 9,000,000 post-split shares of restricted 
common stock to CTC Cosmetics shareholders pursuant to the Agreement and 
Plan of Reorganization, as amended (the "Agreement"), dated as of March 21, 
1997, by and between the Registrant and CTC Cosmetics (the "Closing").

     The Registrant develops, manufactures and markets skin and hair care 
products, cosmetics, and cosmetic related chemical ingredients primarily for 
sale in the People's Republic of China and South East Asia.

     Under the relevant terms of the Agreement, the Registrant undertook a 
reverse split of its common stock, whereby 1 share of common stock was 
issued in exchange for 12.93 shares of common stock.  Immediately prior to 
the share exchange, there were approximately 500,000 post-reverse split 
shares of the Registrant's common stock issued and outstanding.  Pursuant to 
the terms of the Agreement for Divisive Reorganization, which was also 
executed at the Closing, the Registrant's two existing subsidiaries were 
spun off from the Company to its majority shareholders in exchange for such 
majority shareholders' cancellation of a total of 960,912 pre-split shares 
of common stock of the Registrant.  As a result of the acquisition, there 
are approximately 9,500,000 shares of Common Stock issued and outstanding.

     Upon the Closing, the present officers and directors of the Registrant 
resigned their respective positions, and were replaced with the designees of 
CTC Cosmetics.  The new officers and directors of the Registrant are: Paul 
K.W. Tso, Chairman of the Board of Directors and Chief Executive Officer; 
Mark K.W. Lee, Vice-Chairman of the Board of Directors, President and 
Secretary; Joanne Leung, Chief Financial Officer; Jack G. Shi, Vice 
President; Yung Fung Che, director; Corrie C.H. Lee, director; Audrey W. 
Leung, director.
  
     The name of each person known to the Registrant to own more than 5% of 
the securities of the Registrant, entities issued shares pursuant to the 
Agreement, the current directors and executive officers of the Registrant 
and the percentage of the total issued and outstanding Common Stock (the 
only voting securities) of the Registrant owned by such persons is as 
follows:

     

                               Amount of          
Name and                       Beneficial        Percent of          
Address                        Ownership(1)        Class     
- ------------                ---------------     -----------
Common Stock

Paul K.W. Tso(2)               5,127,300           53.97%    
Chairman of the Board
of Directors and Chief 
Executive Officer

Mark K.W. Lee(2)               1,397,700           14.71%               
Vice-Chairman,  President
and Secretary
     
Audrey W. Leung(2)               695,700            7.32%
Director     

                                      2


Yung Fung Che(2)
Director                         685,700            7.32%

Corrie C.H. Lee(2)             1,083,600           11.41% 
Director 

All Directors and Officers 
as a Group                     9,000,000           94.74%
(5 persons)

(1)     As used in this table, "beneficial ownership" means the sole or 
shared power to vote, or to direct the voting of, a security, or the sole or 
share investment power with respect to a security (i.e., the power to 
dispose of, or to direct the disposition of a security). 

(2)     The address of this person  is No. 80 Liu Tuang Road Pudong, 
Shanghai, China.


Item 7.     Financial Statements, Pro Forma Financial Information and  
- -------     ---------------------------------------------------------
            Exhibits.
            ---------

     (a)(b)     The required financial statements and pro forma financial 
information is unavailable as of the date hereof and will be filed by the 
Registrant pursuant to the requirements of the Securities Exchange Act and 
the rules and regulations promulgated thereunder within 75 days of the date 
of the event reported herein.

     (c)     Exhibits

             2.     Agreement and Plan of Reorganization

                    2.1.     Agreement and  Plan of Reorganization dated as
                             of March 21, 1997, between the Registrant and
                             CTC Cosmetics Holding (BVI) Co., Ltd.

                                      3

<PAGE>
                                 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 thereunto duly authorized.

Dated:  April 1, 1997           CTC Cosmetics Holdings Company, Inc.



                                By: /s/ Paul K.W. Tso      
                                   ----------------------------
                                   Paul K.W. Tso
                                   Chairman of the Board of Directors 
                                     and Chief Executive Officer

                                      4






<PAGE>
                      AGREEMENT AND PLAN OF REORGANIZATION

                                  by and among

                             The Westwind Group, Inc.
                             a Delaware corporation

                                       and

                        CTC Cosmetics Holding (BVI) Co., Ltd.
                        a British Virgin Islands corporation




                         effective as of March 21, 1997


                                       1

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                    AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION, is made and entered into this 
21st day of March 1997, by and between The Westwind Group, Inc., a Delaware 
corporation ("Westwind") and CTC Cosmetics Holding (BVI) Co., Ltd., a 
British Virgin Islands corporation ("CTC"), and certain shareholders of CTC 
listed on the attached Schedule I ("CTC Shareholders"), and specifically 
incorporated herein by reference (CTC and CTC Shareholders shall be 
hereinafter jointly referred to as "CTC Parties").

                                           Premises

A.     This Agreement provides for the reorganization of CTC with and into 
Westwind, with CTC becoming a wholly-owned subsidiary of Westwind, and in 
connection therewith, the exchange of the outstanding common stock of CTC 
into shares of common voting stock of Westwind, all for the purpose of 
effecting a tax-free reorganization pursuant to sections 354 and 
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended ("IRC").  On 
the terms and conditions set forth herein, the parties hereby adopt the Plan 
of Reorganization embodied in this Agreement.

B.     The boards of directors of CTC and Westwind have determined, subject 
to the terms and conditions set forth in this Agreement, that the exchange 
contemplated hereby, as a result of which CTC would become a wholly owned 
subsidiary of Westwind is desirable and in the best interests of their 
stockholders.  This Agreement is being entered into for the purpose of 
setting forth the terms and conditions of the proposed exchange.

                                Agreement

NOW, THEREFORE, on the stated premises and for and in consideration of the 
mutual covenants and agreements hereinafter set forth and the mutual 
benefits to the parties to be derived herefrom, it is hereby agreed as 
follows:

                                ARTICLE I

                REPRESENTATIONS, COVENANTS AND WARRANTIES OF
                        CTC AND CTC SHAREHOLDERS

CTC and each of CTC Shareholders, individually and neither jointly nor 
severally, represents and warrants to Westwind, except as disclosed in this 
Agreement or in the case of any representation qualified by its terms to a 
particular Schedule, as hereinafter defined, of CTC attached hereto, that 
the statements made in this Article I will be correct and complete at the 
Effective Date, as hereinafter defined, provided, however, if there is no 
Effective Date, then no party shall be liable for any inaccuracy.



SECTION 1.1  SHAREHOLDERS.   Each of the CTC Shareholders is the owner of 
all of the issued and outstanding shares of the capital stock of CTC 
attributed to such Shareholder on Schedule I; each CTC Shareholder has full 
legal title to all CTC Shares described in Schedule I as being owned by such 
CTC Shareholder free from any and all claims, liens or other encumbrances.  
CTC Shareholders have unqualified right to sell, transfer, and dispose of 
their respective CTC Shares subject to the laws of bankruptcy, insolvency 
and general creditors' rights.  Each CTC Shareholder represents and warrants 
that, in regards to such CTC Shareholder's shares of CTC, such CTC 
Shareholder has full right and authority to execute this Agreement and to 
transfer his shares of CTC to Westwind. 



SECTION 1.2  ORGANIZATION.   CTC is a corporation duly organized, validly 
existing, and in good standing under the laws of British Virgin Islands and 
has the corporate power and is duly authorized, qualified, franchised and 
licensed under all applicable laws, regulations, ordinances and orders of 
public authorities to own all of its properties and assets and to carry on 
its business in all material respects as it is now being conducted, 
including qualification to do business as a foreign corporation in the 
jurisdiction in which the character and location of the assets owned by it 
or the nature of the business transacted by it requires qualification.  
Included in the CTC Schedules (as hereinafter defined) are complete and 
correct copies of the articles of incorporation, bylaws and amendments 
thereto of CTC as in effect on the date hereof.  The execution and delivery 
of this Agreement does not and the consummation of the transactions 
contemplated by this Agreement in accordance with the terms hereof will not 
violate any provision of CTC's articles of incorporation or bylaws.  CTC has 
full power, authority and legal right and has taken all action required by 
law, its articles of incorporation, its bylaws or otherwise to authorize the 
execution and delivery of this Agreement.

                                    1

<PAGE>



SECTION 1.3 CAPITALIZATION.   The authorized capitalization of CTC consists 
of 50,000 Common Shares, $1.00 par value per share (the "CTC Common 
Shares"). As of the date of this Agreement, all of the authorized common 
shares are issued and outstanding.  All issued and outstanding shares are 
legally issued, fully paid and nonassessable and are not issued in violation 
of the preemptive or other rights of any person. CTC has no other 
securities, warrants or options authorized or issued.



SECTION 1.4  SUBSIDIARIES AND PREDECESSOR CORPORATIONS.   Except as 
otherwise set forth in the CTC Schedules, CTC does not have any other 
subsidiaries and does not own, beneficially or of record, any shares of any 
other corporation.  For purposes herein, all references to CTC shall include 
CTC and all of its subsidiaries.



SECTION 1.5  FINANCIAL STATEMENTS.

       (a)     Attached hereto as Schedule 1.5 are audited consolidated 
financial statements for the years ended September 30, 1996, September 30, 
1995 and September 30, 1994, together with the related footnotes and report 
thereon of the auditors rendering such reports (the "CTC Audited Financial 
Statements"). The CTC Audited Financial Statements are hereafter referred to 
as the "CTC Financial Statements".  The CTC Financial Statements are correct 
and complete in all respects and fairly present, in accordance with 
generally accepted accounting principles ("GAAP"), consistently applied, the 
consolidated financial position of CTC as of such dates and the results of 
operations and changes in financial position for such periods all in 
accordance with GAAP.

     (b)     CTC has no liabilities with respect to the payment of any 
federal, state, county, local or other taxes (including any deficiencies, 
interest or penalties), except for taxes accrued but not yet due and 
payable;

     (c)     CTC has filed all state, federal and local income tax returns 
required to be filed by it from inception to the date hereof, if any;

     (d)     The books and records, financial and others, of CTC are in all 
material respects complete and correct and have been maintained in 
accordance with good business accounting practices; and

     (e)     except as and to the extent disclosed in the most recent CTC 
balance sheet and the CTC Schedules, CTC has no material contingent 
liabilities, direct or indirect, matured or unmatured.



SECTION 1.6  INFORMATION.   The information concerning CTC set forth in this 
Agreement and in the CTC Schedules to the best of CTC's knowledge, is 
complete and accurate in all material respects and does not contain any 
untrue statement of a material fact or omit to state a material fact 
required to make the statements made, in light of the circumstances under 
which they were made, not misleading.



SECTION 1.7  OPTIONS AND WARRANTS.   There are no existing options, 
warrants, calls or commitments of any character to which CTC is a party and 
by which it is bound.



SECTION 1.8  ABSENCE OF CERTAIN CHANGES OR EVENTS.   Except as set forth in 
this Agreement, the CTC Schedules, or as otherwise disclosed to Westwind, 
since September 30, 1996:

     (a)     there has not been: (i) any material adverse change in the 
business, operations, properties, assets or condition of CTC; or (ii) any 
damage, destruction or loss to CTC (whether or not covered by insurance) 
materially and adversely affecting the business, operations, properties, 
assets or condition of CTC;

                                    2

<PAGE>

     (b)     CTC has not: (i) amended its articles of incorporation or 
bylaws; (ii) declared or made, or agreed to declare or make, any payment of 
dividends or distributions of any assets of any kind whatsoever to 
stockholders or purchased or redeemed or agreed to purchase or redeem any of 
its capital stock; (iii) waived any rights of value which in the aggregate 
are extraordinary or material considering the business of CTC; (iv) made any 
material change in its method of management, operation or accounting other 
than in its ordinary course of business; (v) entered into any other material 
transaction; (vi) made any accrual or arrangement for or payment of bonuses 
or special compensation of any kind or any severance or termination pay to 
any present or former officer or employee; (vii) increased the rate of 
compensation; or (viii) made any increase in any profit sharing, bonus, 
deferred compensation, insurance, pension, retirement or other employee 
benefit plan, payment or arrangement made to, for, or with its officers, 
directors or employees.

     (c)     CTC has not: (i) granted or agreed to grant any options, 
warrants or other rights for its stocks, bonds or other corporate securities 
calling for the issuance thereof; (ii) borrowed or agreed to borrow any 
funds or incurred or become subject to, any material obligation or liability 
(absolute or contingent) except liabilities incurred in the ordinary course 
of business; (iii) paid any material obligation or liability (absolute or 
contingent) other than current liabilities reflected in or shown on the most 
recent CTC balance sheet and current liabilities incurred since that date in 
the ordinary course of business; (iv) sold or transferred, or agreed to sell 
or transfer, any of its assets, properties or rights (except assets, 
properties or rights not used or useful in its business which, in the 
aggregate have a value of less than $10,000); (v) made or permitted any 
amendment or termination of any contract, agreement or license to which it 
is a party if such amendment or termination is material, considering the 
business of CTC; or (vi) issued, delivered or agreed to issue or deliver any 
stock, bonds or other corporate securities, including debentures (whether 
authorized and unissued or held as treasury stock); and

      (d)     to the best knowledge of CTC, it has not become subject to any 
law or regulation which materially and adversely affects, or in the future 
may adversely affect, the business, operations, properties, assets or 
condition of CTC.



SECTION 1.9  TITLE AND RELATED MATTERS.   Except as provided herein or in 
the CTC Schedules, CTC has good and marketable title to and is the sole and 
exclusive owner of all of its properties, inventory, interests in properties 
and assets, real and personal including technical information, copyrights, 
trademarks, service marks and tradenames (collectively, the "Assets") which 
are reflected in the most recent CTC unaudited balance sheet and the CTC 
Schedules or acquired after that date (except properties, interests in 
properties and assets sold or otherwise disposed of since such date in the 
ordinary course of business), free and clear of all liens, pledges, charges 
or encumbrances except: (a) statutory liens or claims not yet delinquent; 
(b) such imperfections of title and easements as do not and will not, 
materially detract from or interfere with the present or proposed use of the 
properties subject thereto or affected thereby or otherwise materially 
impair present business operations on such properties; and (c) as described 
in the CTC Schedules.  Except as set forth in the CTC Schedules, CTC owns 
free and clear of any liens, claims, encumbrances, royalty interests or 
other restrictions or limitations of any nature whatsoever, any and all 
products it is currently manufacturing, including the underlying technology 
and data, and all procedures, techniques, marketing plans, business plans, 
methods of management or other information utilized in connection with CTC's 
business.  Except as set forth in the CTC Schedules, no third party has any 
right to, and CTC has not received any notice of infringement of or conflict 
with asserted rights of others with respect to any product, technology, 
data, trade secrets, know-how, proprietary techniques, trademarks, service 
marks, trade names or copyrights which, singly or in the aggregate, if the 
subject of an unfavorable decision, ruling or finding, would have a 
materially adverse affect on the business, operations, financial conditions 
or income of CTC or any material portion of its properties, assets or 
rights.



SECTION 1.10  LITIGATION AND PROCEEDINGS.   To the best of CTC's knowledge 
and belief, there are no actions, suits, proceedings or investigations 
pending or threatened by or against CTC or affecting CTC or its properties, 
at law or in equity, before any court or other governmental agency or 
instrumentality, domestic or foreign or before any arbitrator of any kind 
that would have a material adverse affect on the business, operations, 
financial condition or income of CTC.  CTC does not have any knowledge of 
any default on its part with respect to any judgment, order, writ, 
injunction, decree, award, rule or regulation of any court, arbitrator or 
governmental agency or instrumentality or of any circumstances which, after 
reasonable investigation, would result in the discovery of such a default.

                                    3

<PAGE>



SECTION 1.11  CONTRACTS.

     (a)     Except as included or described in the CTC Schedules, there are 
no material contracts, agreements, franchises, license agreements or other 
commitments to which CTC is a party or by which it or any of its assets, 
products, technology or properties are bound;

     (b)     Except as included or described in the CTC Schedules or 
reflected in the most recent CTC balance sheet, CTC is not a party to any 
oral or written:  (i) contract for the employment of any officer or employee 
which is not terminable on thirty (30) days or less notice; (ii) profit 
sharing, bonus, deferred compensation, stock option, severance pay, pension 
benefit or retirement plan, agreement or arrangement covered by Title IV of 
the Employee Retirement Income Security Act, as amended; (iii) agreement, 
contract or indenture relating to the borrowing of money; (iv) guaranty of 
any obligation, other than one on which CTC is a primary obligor, for 
collection and other guaranties of obligations, which, in the aggregate do 
not exceed more than one year or providing for payments in excess of $10,000 
in the aggregate; (v) consulting or other similar contracts with an 
unexpired term of more than one year or providing for payments in excess of 
$10,000 in the aggregate; (vi) collective bargaining agreements; (vii) 
agreement with any present or former officer or director of CTC; or (viii) 
contract, agreement or other commitment involving  payments by it of more 
than $10,000 in the aggregate; and

     (c)    To CTC's knowledge, all contracts, agreements, franchises, 
license agreements and other commitments to which CTC is a party or by which 
its properties are bound and which are material to the operations of CTC 
taken as a whole, are valid and enforceable by CTC in all respects, except 
as limited by bankruptcy and insolvency laws and by other laws affecting the 
rights of creditors generally.



SECTION 1.12  MATERIAL CONTRACT DEFAULTS.   Except as set forth in the CTC 
Schedules, to the best of CTC's knowledge and belief, CTC is not in default 
in any material respect under the terms of any outstanding contract, 
agreement, lease or other commitment which is material to the business, 
operations, properties, assets or condition of CTC, and there is no event of 
default in any material respect under any such contract, agreement, lease or 
other commitment in respect of which CTC has not taken adequate steps to 
prevent such a default from occurring.



SECTION 1.13  NO CONFLICT WITH OTHER INSTRUMENTS.   The execution of this 
Agreement and the consummation of the transactions contemplated by this 
Agreement will not result in the breach of any term or provision of, or 
constitute an event of default under, any material indenture, mortgage, deed 
of trust or other material contract, agreement or instrument to which CTC is 
a party or to which any of its properties or operations are subject.



SECTION 1.14  GOVERNMENTAL AUTHORIZATIONS.   To the best of CTC's knowledge 
and except as provided herein or in the CTC Schedules, CTC has all licenses, 
franchises, permits or other governmental authorizations legally required to 
enable CTC to conduct its business in all material respects as conducted on 
the date hereof.  Except for compliance with federal and state securities 
and corporation laws, as hereinafter provided, no authorization, approval, 
consent or order of, or registration, declaration or filing with, any court 
or other governmental body is required in connection with the execution and 
delivery by CTC of this Agreement and the consummation by CTC of the 
transactions contemplated hereby.



SECTION 1.15  COMPLIANCE WITH LAWS AND REGULATIONS.   To the best of CTC's 
knowledge, except as disclosed in the CTC Schedules, CTC has complied with 
all applicable statutes and regulations of any federal, state or other 
governmental entity or agency thereof, except to the extent that 
noncompliance would not materially and adversely affect the business, 
operations, properties, assets or condition of CTC or would not result in 
CTC's incurring any material liability.

                                      4

<PAGE>



SECTION 1.16  INSURANCE.   All of the insurable properties of CTC are 
insured for CTC's benefit under valid and enforceable policies issued by 
insurers of recognized responsibility.  Such policy or policies containing 
substantially equivalent coverage will be outstanding and in full force at 
the Closing Date.



SECTION 1.17  APPROVAL OF AGREEMENT.   The board of directors of CTC has 
authorized the execution and delivery of this Agreement by CTC, has approved 
the transactions contemplated hereby and approved the submission of this 
Agreement and the transactions contemplated hereby to the stockholders of 
CTC for their unanimous approval, which approval has been provided.



SECTION 1.18  MATERIAL TRANSACTIONS OR AFFILIATIONS.   Except as disclosed 
herein and in the CTC Schedules, there exists no material contract, 
agreement or arrangement between CTC and any predecessor and any person who 
was at the time of such contract, agreement or arrangement an officer, 
director or person owning of record, or known by CTC to own beneficially, 
ten percent (10%) or more of the issued and outstanding CTC Common Shares 
and which is to be performed in whole or in part after the date hereof.  In 
all of such transactions, the amount paid or received, whether in cash, in 
services or in kind, has been during the full term thereof, and is required 
to be during the unexpired portion of the term thereof, no less favorable to 
CTC than terms available from otherwise unrelated parties in arms length 
transactions.  There are no commitments by CTC, whether written or oral, to 
lend any funds to, borrow any money from or enter into any other material 
transactions with, any such affiliated person.



SECTION 1.19  LABOR RELATIONS.   CTC has never had a work stoppage resulting 
from labor problems.  To the best knowledge of CTC, no union or other 
collective bargaining organization is organizing or attempting to organize 
any employee of CTC.

SECTION 1.20  PREVIOUS SALES AND ISSUANCE OF SECURITIES.   Since inception, 
CTC has issued CTC Common Shares in reliance upon applicable exemptions from 
the registration requirements under the laws of the jurisdiction of British 
Virgin Islands to the shareholders listed on Schedule I.  The shares of CTC 
Common Stock issued to the CTC Shareholders are legally issued, fully paid 
and nonassessable and are not issued in violation of the preemptive or other 
rights of any person    All such sales  were made in accordance with the 
laws of British Virgin Islands and no sales were made to any resident of the 
United States.



SECTION 1.21 REORGANIZATION RELATED REPRESENTATIONS.

      (a)     following the Effective Date, CTC will continue its historic 
business or use a significant portion of its historic business assets in its 
business;

     (b)     CTC is not an investment company as defined in section 
368(a)(2)(f)(iii) and (iv) of IRC;

     (c)     CTC is not under the jurisdiction of a court in a title 11 or 
similar case within the meaning of Section 368(a)(3)(A) of the IRC.



SECTION 1.22  CTC SCHEDULES.   Upon execution hereof, CTC will deliver to 
Westwind the following schedules, which are collectively referred to as the 
"CTC Schedules" and which consist of separate schedules dated as of the date 
of this Agreement and instruments and data as of such date, all certified by 
the chief executive officer of CTC as complete, true and correct in all 
material respects:

     (a)     copies of the articles of incorporation, bylaws and all minutes 
of shareholders' and directors' meetings of CTC;

     (b)     the financial statements of CTC referenced hereinabove in 
Section 1.4;

     (c)     a list indicating the name and address of the stockholders of 
CTC, together with the number of shares owned by them;

                                      5

<PAGE>

     (d)     the CTC Business Plan which includes, among other matters, 
information concerning all of CTC's material licenses, permits and other 
governmental authorizations, requests or applications therefor, pursuant to 
which CTC carries on or proposes to carry on its business (except those 
which in the aggregate, are immaterial to the present or proposed business 
of CTC), as well as a description of any material adverse change in the 
business operations, property, inventory, assets or condition of CTC since 
the most recent CTC balance sheet required to be provided pursuant to 
Section 1.7; and CTC shall cause the CTC Schedules and the instruments and 
data delivered to Westwind hereunder to be updated after the date hereof up 
to and including the Closing Date, as hereinafter defined.



SECTION 1.23 TAXES.   CTC has complied with applicable tax filing 
requirements, if any.

Section 1.24 Additional Information Available.   CTC will make available to 
Westwind the opportunity to ask questions and receive answers concerning 
acquisition of CTC shares in this transaction, and to obtain any additional 
information related thereto which CTC possesses or can acquire without 
unreasonable effort or expense.

SECTION 1.25 LIMITATION ON LIABILITY.   Nothwithstanding anything to the 
contrary contained in this Agreement, CTC shall not have any liability for 
any misrepresentation or breach of any representation or warranty contained 
in this Article I, if Westwind has actual knowledge (rather than Knowledge) 
of such misrepresentation or breach.

                                ARTICLE II

               REPRESENTATIONS, COVENANTS AND WARRANTIES
                               OF WESTWIND

As an inducement to, and to obtain the reliance of CTC, Westwind represents 
and warrants as follows:


SECTION 2.1  ORGANIZATION.   Westwind is a corporation duly organized, 
validly existing and in good standing under the laws of the state of 
Delaware and has the corporate power and is duly authorized, qualified, 
franchised and licensed under all applicable laws, regulations, ordinances 
and orders of public authorities to own all of its properties and assets and 
to carry on its business in all material respects as it is now being 
conducted, including qualification to do business as a foreign corporation 
in the states in which the character and location of the assets owned by it 
or the nature of the business transacted by it requires qualification.  
Included in the Westwind Schedules (as hereinafter defined) are complete and 
correct copies of the articles of incorporation, amended articles of 
incorporation (collectively, hereinafter referred to as the "articles of 
incorporation"), bylaws of Westwind as in effect on the date hereof and a 
certificate of Good Standing.  The execution and delivery of this Agreement 
does not and the consummation of the transactions contemplated by this 
Agreement in accordance with the terms hereof will not, violate any 
provision of Westwind's articles of incorporation or bylaws.  Westwind has 
taken all action required by law, its articles of incorporation, its bylaws 
or otherwise to authorize the execution and delivery of this Agreement.  
Westwind has full power, authority and legal right and has taken all action 
required by law, its articles of incorporation, bylaws or otherwise to 
consummate the transactions herein contemplate.

SECTION 2.2 CAPITALIZATION.   The authorized capitalization of Westwind 
consists of 50,000,000 shares of Common Stock, par value $0.004 per share 
and 10,000,000 shares of Preferred Stock, par value $0.01  per share.  All 
issued and outstanding shares are legally issued, fully paid and 
nonassessable and are not issued in violation of the preemptive or other 
rights of any person. Westwind has no other securities, warrants or options 
authorized or issued. 

SECTION 2.3  SUBSIDIARIES.   At the Closing, other than as disclosed herein, 
Westwind shall own no securities or have any interest in any corporation, 
partnership, or other form of business organization, including its current 
subsidiaries.

                                      6

<PAGE>

SECTION 2.4  FINANCIAL STATEMENTS.

     (a)     Attached hereto as Schedule 2.4 are unaudited consolidated 
financial statements of Westwind as of November 30, 1996 ("Westwind 
Management Reports") and audited consolidated financial statements for the 
years ended August 31, 1996 and August 31, 1995, together with the related 
footnotes and report thereon of the auditors rendering such reports (the 
"Westwind Audited Financial Statements"). The Westwind Management Reports 
and the Westwind Audited Financial Statements are hereafter referred to as 
the "Westwind Financial Statements".  The Westwind Financial Statements are 
correct and complete in all respects and fairly present, in accordance with 
generally accepted accounting principles ("GAAP"), consistently applied, the 
consolidated financial position of Westwind as of such dates and the results 
of operations and changes in financial position for such periods all in 
accordance with GAAP, subject, in case of the Management Reports, to normal 
recurring year end adjustments (the effect of which will not, individually 
or in the aggregate, be materially adverse) and the absence of the notes 
(that if presented would not differ materially from those included in the 
Westwind Audited Financial Statements).

        (b)     The books and records, financial and others, of Westwind are 
in all material respects complete and correct and have been maintained in 
accordance with good business accounting practices;

     (c)     Westwind has no liabilities with respect to the payment of any 
federal, state, county, local or other taxes, current or accrued (including 
any deficiencies, interest or penalties).


SECTION 2.5  INFORMATION.   The information concerning Westwind as set forth 
in this Agreement and in the Westwind Schedules, to the best of Westwind's 
knowledge, is complete and accurate in all material respects and does not 
contain any untrue statement of a material fact or omit to state a material 
fact required to make the statements made, in light of the circumstances 
under which they were made, not misleading.


SECTION 2.6  ABSENCE OF CERTAIN CHANGES OR EVENTS.   Except as described 
herein or in the Westwind Schedules, since November 30, 1996:

     (a)     Westwind has not: (i) amended its articles of incorporation or 
bylaws; (ii) waived any rights of value which in the aggregate are 
extraordinary or material considering the business of Westwind; (iii) made 
any material change in its method of management, operation or accounting; or 
(iv) made any accrual or arrangement for or payment of bonuses or special 
compensation of any kind or any severance or termination pay to any present 
or former officer or employee;

      (b)     Except as disclosed to CTC or as included in the Westwind 
Schedules, Westwind has not: (i) granted or agreed to grant any options, 
warrants or other rights for its stocks, bonds or other corporate securities 
calling for the issuance thereof, which option, warrant or other right has 
not been cancelled as of the Closing Date; (ii) borrowed or agreed to borrow 
any funds or incurred or become subject to, any material obligation or 
liability (absolute or contingent) except liabilities incurred in the 
ordinary course of business; and

     (c)     to the best knowledge of Westwind, it has not become subject to 
any law or regulation which materially and adversely affects, or in the 
future may adversely affect, the business, operations, properties, assets or 
condition of Westwind.



SECTION 2.7  TITLE AND RELATED MATTERS.   As of the Closing Date, Westwind 
will own no real, personal or intangible property, other than as disclosed 
herein.



SECTION 2.8  LITIGATION AND PROCEEDINGS.   There are no actions, suits or 
proceedings pending or, to the best of Westwind's knowledge and belief, 
threatened by or against or affecting Westwind, at law or in equity, before 
any court or other governmental agency or instrumentality, domestic or 
foreign, or before any arbitrator of any kind that would have a material 
adverse effect on the business, operations, financial condition, income or 
business prospects of Westwind.  Westwind does not have any knowledge of any 
default on its part with respect to any judgment, order, writ, injunction, 
decree, award, rule or regulation of any court, arbitrator or governmental 
agency or instrumentality.

                                      7

<PAGE>



SECTION 2.9  CONTRACTS.   On the Closing Date and other than as disclosed 
herein in Schedule 2.9 or otherwise:

     (a)     There are no material contracts, agreements, franchises, 
license agreements, or other commitments to which Westwind is a party or by 
which it or any of its properties are bound;

       (b)     Westwind is not a party to any contract, agreement, 
commitment or instrument or subject to any charter or other corporate 
restriction or any judgment, order, writ, injunction, decree or award which 
materially and adversely affects, or in the future may (as far as Westwind 
can now foresee) materially and adversely affect, the business, operations, 
properties, assets or conditions of Westwind; and

     (c)     Westwind is not a party to any material oral or written:  (i) 
contract for the employment of any officer or employee; (ii) profit sharing, 
bonus, deferred compensation, stock option, severance pay, pension, benefit 
or retirement plan, agreement or arrangement covered by Title IV of the 
Employee Retirement Income Security Act, as amended; (iii) agreement, 
contract or indenture relating to the borrowing of money; (iv) guaranty of 
any obligation for the borrowing of money or otherwise, excluding 
endorsements made for collection and other guaranties of obligations, which, 
in the aggregate exceeds $1,000; (v) consulting or other similar contract 
with an unexpired term of more than one year or providing for payments in 
excess of $10,000 in the aggregate; (vi) collective bargaining agreement; 
(vii) agreement with any present or former officer or director of Westwind; 
or (viii) contract, agreement, or other commitment involving payments by it 
of more than $10,000 in the aggregate.


SECTION 2.10  NO CONFLICT WITH OTHER INSTRUMENTS.   The execution of this 
Agreement and the consummation of the transactions contemplated by this 
Agreement will not result in the breach of any term or provision of, or 
constitute an event of default under, any material indenture, mortgage, deed 
of trust or other material contract, agreement or instrument to which 
Westwind is a party or to which any of its properties or operations are 
subject. 


SECTION 2.11  MATERIAL CONTRACT DEFAULTS.   To the best of Westwind's 
knowledge and belief, Westwind is not in default in any material respect 
under the terms of any outstanding contract, agreement, lease or other 
commitment which is material to the business, operations, properties, assets 
or condition of Westwind, and there is no event of default in any material 
respect under any such contract, agreement, lease or other commitment in 
respect of which Westwind has not taken adequate steps to prevent such a 
default from occurring.


SECTION 2.12  GOVERNMENTAL AUTHORIZATIONS.   To the best of Westwind's 
knowledge, Westwind has all licenses, franchises, permits and other 
governmental authorizations that are legally required to enable it to 
conduct its business operations in all material respects as conducted on the 
date hereof.  Except for compliance with federal and state securities or 
corporation laws, no authorization, approval, consent or order of, or 
registration, declaration or filing with, any court or other governmental 
body is required in connection with the execution and delivery by Westwind 
of the transactions contemplated hereby.


SECTION 2.13  COMPLIANCE WITH LAWS AND REGULATIONS.   To the best of 
Westwind's knowledge and belief, Westwind has complied with all applicable 
statutes and regulations of any federal, state or other governmental entity 
or agency thereof, except to the extent that noncompliance would not 
materially and adversely affect the business, operations, properties, assets 
or condition of Westwind or would not result in Westwind's incurring any 
material liability. 


SECTION 2.14  INSURANCE.   Westwind has no insurable properties and no 
insurance policies will be in effect at the Closing Date, as hereinafter 
defined.


SECTION 2.15  APPROVAL OF AGREEMENT.   The board of directors of Westwind 
has authorized the execution and delivery of this Agreement by Westwind and 
has approved the transactions contemplated hereby. The approval of this 
Agreement by Westwind's shareholders is not required.

                                      8

<PAGE>


SECTION 2.16  MATERIAL TRANSACTIONS OR AFFILIATIONS.   Except as stated 
herein or in the Westwind Schedules, as of the Closing Date there will exist 
no material contract, agreement or arrangement between Westwind and any 
person who was at the time of such contract, agreement or arrangement an 
officer, director or person owning of record, or known by Westwind to own 
beneficially, ten percent (10%) or more of the issued and outstanding common 
stock of Westwind and which is to be performed in whole or in part after the 
date hereof.  Westwind has no commitment, whether written or oral, to lend 
any funds to, borrow any money from or enter into any other material 
transactions with, any such affiliated person.


SECTION 2.17  LABOR RELATIONS.   Westwind has never had a work stoppage 
resulting from labor problems.  Westwind has no employees other than its 
officers and directors.


SECTION 2.18  TAXES.   (a) Westwind has timely filed (within the applicable 
extension periods) with the appropriate governmental agencies all 
governmental tax returns, information returns, tax reports and declarations 
which are monetary liabilities.  All governmental tax returns, information 
returns, tax reports and declarations filed by Westwind for years for which 
the statute of limitations has not run (the "Tax Returns") are correct in 
all material respects.  Westwind has timely paid (or has collected and paid 
over in the case of sales, use or similar taxes) all taxes, additions to 
tax, penalties, interest, assessments, deposits, and other governmental 
charges imposed by law upon it or any of its properties, tangible or 
intangible assets, income, receipts, payrolls, transactions, capital, net 
worth and franchises, or upon the sale, use or delivery of any item sold by 
the Company, other than as may be disclosed in the Schedule of Taxes.  
Except as set forth in the Schedule of Taxes, no tax returns have been 
examined by the Internal Revenue Service or any other governmental 
authority.  Except as may be disclosed in the Schedule of Taxes or in any 
document delivered to Westwind therewith, Westwind (i) is not currently 
being audited with respect to any tax, assessment or other governmental 
charge; (ii) has not received formal or informal notice from any 
governmental agency that an audit or investigation with respect to any tax, 
assessment or other governmental charge is to be initiated; (iii) is not 
formally or informally discussing material pending ruling requests or other 
material tax or assessment issues with the Internal Revenue Service or any 
other governmental taxing authority in connection with any matter concerning 
any member of Westwind's group; or (iv) has not been formally or informally 
notified of any potential tax or assessment issue which the Internal Revenue 
Service or any other governmental taxing authority intends to raise in 
connection with any matter concerning any member of Westwind's group.  
Except (i) as may be disclosed in the Schedule of Taxes, or (ii) in 
connection with any pending audit or investigation, Westwind has not granted 
or proposed any waiver of any statute of limitations with respect to, or any 
extension of a period for the assessment or collection of, or any offer in 
compromise of any governmental tax.  The accruals and reserves for taxes 
reflected in the financial statements are adequate to cover substantially 
all taxes (including additions to tax, interest, penalties, and other 
charges or assessments, if any) which become due and payable or accruable by 
reason of the business conducted by Westwind through the Closing Date 
herein.  Westwind is not now or has it ever been a corporation which meets 
the tests of Section 542(b)(2) of the Internal Revenue Code.  Westwind has 
not participated in, or is required to participate in, for any period prior 
to the date of this Agreement the filing of any consolidated tax return 
other than (i) as set forth in the Schedule of Taxes, or (ii) as a member of 
an affiliated group of which Westwind is the common parent.


SECTION 2.19  REPORTING ACT DOCUMENTS.   Except as set forth in Westwind's 
Schedules, Westwind has, in all reporting act documents, complied in all 
material respects with the reporting  requirements of the Exchange Act and 
the rules and regulations of the Securities and Exchange Commission 
promulgated thereunder, although Westwind had been late in filing the 
reports required to be filed under the Exchange Act.  The information 
contained in each reporting act document of Westwind, to the best of 
Westwind=s knowledge, is true and correct in all material respects as of the 
date thereof, and no reporting act document contains any untrue statement of 
a material fact or omits to state a material fact required to be stated 
therein or necessary to make the statements therein not misleading as of the 
date thereof.  To the best knowledge of current management of Westwind, 
there is no negative matters, such as pending investigation or formal 
inquiry, which are outstanding concerning Exchange Act reports filed by 
Westwind prior to the Closing hereof or with the Nasdaq.

                                      9

<PAGE>


SECTION 2.20  WESTWIND SCHEDULES.   Upon execution hereof, Westwind shall 
deliver to CTC the following schedules, which are collectively referred to 
as the "Westwind Schedules" which are dated the date of this Agreement, all 
certified by an officer of Westwind to be complete, true and accurate:

     (a)     complete and correct copies of the articles of incorporation, 
bylaws and Certificate of Good Standing of Westwind as in effect as of the 
date of this Agreement;

     (b)     copies of all financial statements of Westwind identified in 
Section 2.4(a);

     (c)     the description of any material adverse change in the business, 
operations, property, assets, or condition of Westwind since November 30, 
1996 required to be provided pursuant to Section 2.6; and

     (d)     any other information, together with any required copies of 
documents, required to be disclosed in the Westwind Schedules under this 
Agreement.Westwind shall cause the Westwind Schedules and the instruments to 
be delivered to CTC hereunder to be updated after the date hereof up to and 
including the Closing Date.


SECTION 2.21 ADDITIONAL INFORMATION AVAILABLE.   Westwind will make 
available to each CTC Shareholder the opportunity to ask questions and 
receive answers concerning the acquisition of Westwind Common Stock in the 
transaction, and to obtain any additional information which Westwind 
possesses or can acquire without unreasonable effort or expense.


SECTION 2.22 LIMITATION ON LIABILITY.   Nothwithstanding anything to the 
contrary contained in this Agreement, Westwind shall not have any liability 
for any misrepresentation or breach of any representation or warranty 
contained in this Article II, if CTC or any of the CTC Shareholders has 
actual knowledge (rather than Knowledge) of such misrepresentation or 
breach.

                                ARTICLE III

                             EXCHANGE PROCEDURE


SECTION 3.1  DELIVERY OF CTC SECURITIES.   On the Closing Date, the holders 
of the CTC Common Shares shall deliver to Westwind (i) certificates or other 
documents evidencing all of the issued and outstanding CTC Common Shares, 
duly endorsed in blank or with executed stock power attached thereto in 
transferrable form and (ii) investment letters, the form of which is 
attached hereto as Exhibit "A".


SECTION 3.2  ISSUANCE OF WESTWIND COMMON SHARES.

     (a) In exchange for all of the CTC Common Share tendered pursuant to 
Section 3.1, Westwind shall instruct its Transfer Agent to issue an 
aggregate of 9,000,000 (post reverse split) "restricted" Westwind Common 
Shares to the CTC shareholders on a pro rata basis and shall cause such 
shares to be delivered to CTC.  Each share of CTC shall be exchanged for 180 
shares of Westwind.

     (b)     No fractional Westwind Common Shares shall be issued pursuant 
to this Section 3.2.  In lieu of such fractional shares, all shares to be 
issued shall be rounded up or down to the nearest whole share.

     (c)     The 9,000,000 shares to be issued to the CTC shareholders by 
Westwind (the "CTC Shares") are not being registered under the Securities 
Act of 1933, as amended (the "Securities Act") and are to be issued as 
"restricted securities", as that term is defined in  Rule 144 promulgated 
under the Act, and that the certificates representing the CTC Shares will 
bear a legend to that effect, substantially in the form set forth in 
Schedule 3.2, as follows:
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF CERTAIN STATES, AND MAY NOT 
BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED 
OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT 
AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER 
THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF 
SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE 
REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM 
REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

                                      10

<PAGE>


SECTION 3.3  UNDERTAKINGS.

     (a)     Upon execution hereof or as soon thereafter as practical, 
management of Westwind and CTC shall execute, acknowledge and deliver (or 
shall cause to be executed, acknowledged and delivered) any and all 
certificates, opinions, financial statements, schedules, agreements, 
resolutions, rulings or other instruments required by this Agreement to be 
so delivered, together with such other items as may be reasonably requested 
by the parties hereto and their respective legal counsel in order to 
effectuate or evidence the transactions contemplated hereby, subject only to 
the conditions to Closing referenced hereinbelow. Furthermore, Westwind 
specifically hereby undertakes and provides assurances to CTC that it will 
prepare a report on Form 10-QSB for the quarter ended February 28, 1997, 
which needs to be filed with the SEC no later than 45 days from February 28, 
1997.  Westwind further undertakes and provides assurances to CTC that it 
will prepare a tax return for the fiscal year ended August 31, 1996 to be 
filed by CTC, with the understanding of both parties that any tax assessment 
to be paid to the Internal Revenue Service or to be refunded to the tax 
filer, shall be an assumed liability  or a benefit, as a case may be, of the 
subsidiaries of Westwind, which are to be sold or otherwise separated from 
Westwind pursuant to Section 6.6 of this Agreement.

     (b)     CTC hereby undertakes and provides assurances to Westwind that 
it will file a current report on Form 8-K within 15 days of the Closing in 
compliance with the Exchange Act, with the audited financial statements of 
CTC and the pro forma statements required by the Exchange Act and by 
Regulation S-B by amendment of the Form 8-K within the time parameters 
established by the Exchange Act, and will otherwise comply with the 
reporting requirements of the Exchange Act and all material requirements of 
NASDAQ following the Closing.  Additionally, CTC shall use its best efforts 
to prepare and file an initial application for CTC's inclusion on the NASDAQ 
Small Cap Market.  CTC and its officers and directors hereby indemnify and 
hold harmless Westwind's present officers and directors from any and all 
liabilities which may arise out of CTC's failure to comply with the 
undertakings described herein.


SECTION 3.4  CLOSING.   The closing ("Closing") of the transactions 
contemplated by this Agreement shall be as of the date in which all of the 
shareholders of CTC have approved the terms of this Agreement ("Closing 
Date"), all conditions to Closing referenced in this Agreement have been 
satisfied or waived by CTC and all documentation referenced herein is 
delivered to the respective party herein, unless a different date is 
mutually agreed to in writing by the parties hereto.


SECTION 3.5  TERMINATION.

     (a)     This Agreement may be terminated by the board of directors of 
either Westwind or CTC at any time prior to the Closing Date if:

          (i) there shall be any action or proceeding before any court or 
any governmental body which shall seek to restrain, prohibit or invalidate 
the transactions contemplated by this Agreement and which, in the judgment 
of such board of directors, made in good faith and based on the advice of 
its legal counsel, makes it inadvisable to proceed with the exchange 
contemplated by this Agreement; or

                                      11

<PAGE>

          (ii) any of the transactions contemplated hereby are disapproved 
by any regulatory authority whose approval is required to consummate such 
transactions; or

          (iii) the conditions described in Section 6.6 below have not been 
satisfied in full; or  In the event of termination pursuant to this 
paragraph (a) of this Section 3.5, no obligation, right, or liability shall 
arise hereunder and each party shall bear all of the expenses incurred by it 
in connection with the negotiation, drafting and execution of this Agreement 
and the transactions herein contemplated;

     (b)     This Agreement may be terminated at any time prior to the 
Closing Date by action of the board of directors of Westwind if CTC shall 
fail to comply in any material respect with any of its covenants or 
agreements contained in this Agreement or if any of the representations or 
warranties of CTC contained herein shall be inaccurate in any material 
respect, which noncompliance or inaccuracy is not cured after 20 days' 
written notice thereof is given to CTC.  If this Agreement is terminated 
pursuant to this paragraph (b) of this Section 3.5, this Agreement shall be 
of no further force or effect and no obligation, right or liability shall 
arise hereunder; and

      (c)     This Agreement may be terminated at any time prior to the 
Closing Date by action of the board of directors of CTC if Westwind shall 
fail to comply in any material respect with any of its covenants or 
agreements contained in this Agreement or if any of the representations or 
warranties of Westwind contained herein shall be inaccurate in any material 
respect, which noncompliance or inaccuracy is not cured after 20 days 
written notice thereof is given to Westwind.  If this Agreement is 
terminated pursuant to this paragraph (c) of Section 3.5, this Agreement 
shall be of no further force or effect and no obligation, right or liability 
shall arise hereunder.


SECTION 3.6  DIRECTORS OF WESTWIND.   Upon the Closing, the present members 
of Westwind's Board of Directors shall tender their resignations seriatim so 
that the following persons are appointed directors of Westwind in accordance 
with procedures set forth in the Westwind bylaws: Paul K.W. Tso (who shall 
be appointed Chairman of the Board of Directors), Mark K.W. Lee, Yung Fung 
Che, Corrie C. H. Lee and Audrey W. Leung.  Each director shall hold office 
until his successor shall have been duly elected and shall have qualified or 
until his or her earlier death, resignation or removal.


SECTION 3.7  OFFICERS OF WESTWIND.   Upon the Closing, the present officers 
of Westwind shall tender their resignations and provide Westwind with 
applicable releases concerning their respective employment agreements.  
Simultaneous therewith, the following persons shall be elected as officers 
of Westwind in accordance with procedures set forth in the Westwind bylaws:

          NAME                         OFFICE
          ----                         ------
   Paul K. W. Tso         Chairman of the Board, Chief Executive Officer       
   Mark K. W. Lee         Vice-Chairman, President and Secretary
   Joanne Leung           Chief Financial Officer
   Jack G. Shi            Vice President


SECTION 3.8  EFFECTIVE DATE.   The parties hereto hereby agree that the 
Effective Date of the transaction proposed herein shall be 11:50 P.M. 
Eastern Time on March 21, 1997, unless the parties agree otherwise, in 
writing.

                                      12

<PAGE>

                                 ARTICLE IV

                              SPECIAL COVENANTS


SECTION 4.1  ACCESS TO PROPERTIES AND RECORDS.   Westwind and CTC will each 
afford to the officers and authorized representatives of the other full 
access to the properties, books and records of Westwind and CTC, as the case 
may be, in order that each may have full opportunity to make such reasonable 
investigation as it shall desire to make of the affairs of the other and 
each will furnish the other with such additional financial and operating 
data and other information as to the business and properties of Westwind and 
CTC, as the case may be, as the other shall from time to time prior to 
Closing reasonably request.  In addition, Westwind shall provide to CTC 
subsequent to Closing all information necessary to allow CTC to properly 
prepare and file all reports required to be filed pursuant to the Exchange 
Act, including all information concerning Westwind's subsidiaries which 
existed prior to Closing.


SECTION 4.2  INFORMATION FOR WESTWIND PUBLIC REPORTS.   CTC will furnish 
Westwind with all information concerning CTC and the CTC Stockholders, 
including all financial statements, required for inclusion in any public 
report to be filed by Westwind pursuant to the Securities Act, the Exchange 
Act, or any other applicable federal or state law.  CTC covenants that all 
information so furnished to Westwind, including the financial statements 
described in Section 1.4, shall be true and correct in all material respects 
without omission of any material fact required to make the information 
stated not misleading.  Similarly, Westwind will provide all information 
concerning its history and operations reasonably requested by CTC.


SECTION 4.3  SPECIAL COVENANTS AND REPRESENTATIONS REGARDING THE WESTWIND 
COMMON SHARES TO BE ISSUED IN THE EXCHANGE.   The consummation of this 
Agreement, including the issuance of the Westwind Common Shares to the 
stockholders of CTC as contemplated hereby, constitutes the offer and sale 
of securities under the Securities Act, and applicable state statutes.  Such 
transaction shall be consummated in reliance on exemptions from the 
registration and prospectus delivery requirements of such statutes which 
depend, inter alia, upon the circumstances under which the CTC stockholders 
acquire such securities.  In connection with reliance upon exemptions from 
the registration and prospectus delivery requirements for such transactions, 
at the Closing, CTC shall cause to be delivered, and the CTC stockholders 
shall deliver to Westwind, the investment letters  referenced in Section 
3.1.


SECTION 4.4  THIRD PARTY CONSENTS.   Westwind and CTC agree to cooperate 
with each other in order to obtain any required third party consents to this 
Agreement and the transactions herein contemplated.


SECTION 4.5  ACTIONS PRIOR TO CLOSING.

     (a)     From and after the date of this Agreement until the Closing 
Date and except as set forth in the Westwind or CTC Schedules or as 
permitted or contemplated by this Agreement, CTC will each use its best 
efforts to:

          (i)  carry on its business in substantially the same manner as it 
has heretofore;

          (ii)  maintain and keep its properties in states of good repair 
and condition as at present, except for depreciation due to ordinary wear 
and tear and damage due to casualty;

          (iii)  maintain in full force and effect insurance comparable in 
amount and in scope of coverage to that now maintained by it;

          (iv)  perform in all material respects all of its obligations 
under material contracts, leases and instruments relating to or affecting 
its assets, properties and business;

                                      13

<PAGE>

          (v)  maintain and preserve its business organization intact, to 
retain its key employees and to maintain its relationship with its material 
suppliers and customers; and

          (vi)  fully comply with and perform in all material respects all 
obligations and duties imposed on it by all federal and state laws and all 
rules, regulations and orders imposed by federal or state governmental 
authorities.

     (b)     From and after the date of this Agreement until the Closing 
Date, neither Westwind nor CTC will, without the prior consent of the other 
party:

          (i)  except as otherwise specifically set forth herein, make any 
change in their respective certificates or articles of incorporation or 
bylaws;

          (ii)  declare or pay any dividend on its outstanding shares of 
capital stock, except as may otherwise be required by law, or effect any 
stock split or otherwise change its capitalization, except as provided 
herein;

          (iii)  enter into or amend any employment, severance or similar 
agreements or arrangements with any directors or officers;

          (iv)  grant, confer or award any options, warrants, conversion 
rights or other rights not existing on the date hereof to acquire any shares 
of its capital stock; or

            (v)  purchase or redeem any shares of its capital stock, except 
as disclosed herein.


SECTION 4.6  INDEMNIFICATION.

     (a)     CTC and its chief executive officer and director hereby agrees 
to indemnify Westwind and each of the officers, agents and directors of 
Westwind as of the date of execution of this Agreement against any loss, 
liability, claim, damage or expense (including, but not limited to, any and 
all expense whatsoever reasonably incurred in investigating, preparing or 
defending against any litigation, commenced or threatened or any claim 
whatsoever), to which it or they may become subject arising out of or based 
on any inaccuracy appearing in or misrepresentation made in this Agreement.  
The indemnification provided for in this paragraph shall survive the Closing 
and consummation of the transactions contemplated hereby and termination of 
this Agreement for a period of 18 months; and

     (b)     Westwind and its chief executive officer and director hereby 
agrees to indemnify CTC and each of the officers, agents, directors and 
current shareholders of CTC as of the Closing Date against any loss, 
liability, claim, damage or expense (including, but not limited to, any and 
all expense whatsoever reasonably incurred in investigating, preparing or 
defending against any litigation, commenced or threatened or any claim 
whatsoever), to which it or they may become subject arising out of or based 
on any inaccuracy appearing in or misrepresentation made in this Agreement 
and particularly the representation regarding no liabilities referred to in 
Section 2.4(b). The indemnification provided for in this Section shall 
survive the Closing and consummation of the transactions contemplated hereby 
and termination of this Agreement for a period of 18 months.

                                      14

<PAGE>

                                      ARTICLE V
                         CONDITIONS PRECEDENT TO OBLIGATIONS
                                      OF WESTWIND

 The obligations of Westwind under this Agreement are subject to the 
satisfaction, at or before the Closing Date, of the following conditions:


SECTION 5.1  ACCURACY OF REPRESENTATIONS.   The representations and 
warranties made by CTC in this Agreement were true when made and shall be 
true at the Closing Date with the same force and effect as if such 
representations and warranties were made at the Closing Date (except for 
changes therein permitted by this Agreement), and CTC shall have performed 
or complied with all covenants and conditions required by this Agreement to 
be performed or complied with by CTC prior to or at the Closing.  Westwind 
shall be furnished with a certificate, signed by a duly authorized officer 
of CTC and dated the Closing Date, to the foregoing effect.


SECTION 5.2  STOCKHOLDER APPROVAL.   The stockholders of CTC shall have 
unanimously approved this Agreement and the transactions contemplated 
thereby as described in Section 4.1.


SECTION 5.3  OFFICER'S CERTIFICATE.   Westwind shall have been furnished 
with a certificate dated the Closing Date and signed by a duly authorized 
officer of CTC to the effect that no litigation, proceeding, investigation 
or inquiry is pending or, to the best knowledge of CTC, threatened, which 
might result in an action to enjoin or prevent the consummation of the 
transactions contemplated by this Agreement or, to the extent not disclosed 
in the CTC Schedules, by or against CTC which might result in any material 
adverse change in any of the assets, properties, business or operations of 
CTC.


SECTION 5.4  NO MATERIAL ADVERSE CHANGE.   Prior to the Closing Date, there 
shall not have occurred any material adverse change in the financial 
condition, business or operations of nor shall any event have occurred 
which, with the lapse of time or the giving of notice, may cause or create 
any material adverse change in the financial condition, business or 
operations of CTC.


SECTION 5.5  OTHER ITEMS.   Westwind shall have received such further 
documents, certificates or instruments relating to the transactions 
contemplated hereby as Westwind may reasonably request.

                                      15

<PAGE>

                                     ARTICLE VI

                     CONDITIONS PRECEDENT TO OBLIGATIONS OF CTC

The obligations of CTC under this Agreement are subject to the satisfaction, 
at or before the Closing Date (unless otherwise indicated herein), of the 
following conditions:


SECTION 6.1  ACCURACY OF REPRESENTATIONS.   The representations and 
warranties made by Westwind in this Agreement were true when made and shall 
be true as of the Closing Date (except for changes therein permitted by this 
Agreement) with the same force and effect as if such representations and 
warranties were made at and as of the Closing Date, and Westwind shall have 
performed and complied with all covenants and conditions required by this 
Agreement to be performed or complied with by Westwind prior to or at the 
Closing.  CTC shall have been furnished with a certificate, signed by a duly 
authorized executive officer of Westwind and dated the Closing Date, to the 
foregoing effect.


SECTION 6.2  OFFICER'S CERTIFICATE.   CTC shall be furnished with a 
certificate dated the Closing Date and signed by a duly authorized officer 
of Westwind to the effect that no litigation, proceeding, investigation or 
inquiry is pending or, to the best knowledge of Westwind, threatened, which 
might result in an action to enjoin or prevent the consummation of the 
transactions contemplated by this Agreement or, to the extent not disclosed 
in the Westwind Schedules, by or against Westwind which might result in any 
material adverse change in any of the assets, properties, business or 
operations of Westwind.


SECTION 6.3  NO MATERIAL ADVERSE CHANGE.   Prior to the Closing Date, there 
shall not have occurred any material adverse change in the financial 
condition, business or operations of nor shall any event have occurred 
which, with the lapse of time or the giving of notice, may cause or create 
any material adverse change in the financial condition, business or 
operations of Westwind.


SECTION 6.5  COMPLIANCE WITH REPORTING REQUIREMENTS.   As of the Closing 
Date, Westwind shall be current in, and in compliance with all requirements 
of, all filings required to be tendered to the Securities and Exchange 
Commission pursuant to the Securities Exchange Act of 1934, as amended.


SECTION 6.6 ROLL-OUT OF SUBSIDIARIES AND RELATED MATTERS.   Westwind has two 
(2) wholly owned subsidiaries, including Westwind Productions, Inc. and 
Westwind Releasing Corp. Prior to the transaction proposed herein, Westwind 
shall undertake all action necessary in order to sell or otherwise assign 
all of the capital stock of these subsidiaries.  Westwind does not own, 
beneficially or of record, any other corporation. As of the Closing Date, 
Westwind shall own no securities or have interest in any corporation, 
partnership, or other form of business organization, including its current 
subsidiaries.  Westwind is party to certain leases, as well as guarantor of 
a certain office lease.  Westwind represents that it has requested releases 
from the applicable lessors.  At Closing, these leases shall be assigned to 
and assumed by those existing Westwind subsidiary companies.  As part of the 
material terms of this Agreement, the interest in and to the stock of these 
subsidiaries is to be disposed of in accordance with this Section 6.6 
herein.  In the event a release of Westwind from each applicable lease is 
not obtained, each applicable subsidiary company and appropriate current 
officers and "inside" directors of Westwind shall provide Westwind with an 
indemnification and hold harmless agreement relevant to the leases 
obligations referenced herein.


SECTION 6.7 REVERSE SPLIT.   Simultaneous with the Closing of this 
Agreement, the Board of Directors and the shareholders of Westwind shall 
authorize and approve undertake a reverse split of the Westwind issued and 
outstanding Common Stock, whereby 1 share of Common Stock shall be issued in 
exchange for every 14.85 shares of Common Stock presently issued and 
outstanding, which reverse split shall have an effective date of March 21, 
1997.  As a result and on Closing Date, as defined herein, there will be no 
more than 500,000 common shares issued and outstanding and reserved for 
issuance (including shares reserved for issuance applicable to issued and 
outstanding Common Stock Purchase Warrants, if any) (the "Westwind Common 
Shares").  All issued and outstanding Westwind Common Shares have been 
legally issued, fully paid and are nonassessable.


SECTION 6.8 NAME CHANGE.   Westwind shall deliver to CTC an amendment to 
Westwind's certificate of incorporation changing the company's name to "CTC 
Cosmetics Holding Company, Inc."  


SECTION 6.9 NO LIABILITIES.   As of the Closing Date, as defined herein the 
Westwind balance sheet and the notes thereto, shall reflect that Westwind 
has: (i) no receivables; (ii) no accounts payable; (iii) except as stated 
herein or in the Westwind Schedules, no liabilities, whether absolute, 
accrued, known or unknown, contingent or otherwise, whether due or to become 
due, including, without limitation, liabilities as guarantor under any 
guaranty or other governmental charges.  In the event Westwind is bound by 
or otherwise liable for any contract, lease or other agreement or any other 
liability at the date of Closing, Westwind's existing "inside" officers and 
directors shall execute and deliver a binding Indemnification and Hold 
Harmless Agreement at Closing relevant to such obligations.


SECTION 6.10 OTHER ITEMS.  CTC shall have received such further documents, 
certificates, or instruments relating to the transactions contemplated 
hereby as CTC may reasonably request.

                                      16

<PAGE>

                                     ARTICLE VII
                                    MISCELLANEOUS

SECTION 7.1  BROKERS AND FINDERS.   Except as set forth in Schedule 7.1, 
each party hereto hereby represents and warrants that it is under no 
obligation, express or implied, to pay certain finders in connection with 
the bringing of the parties together in the negotiation, execution, or 
consummation of this Agreement.  The parties each agree to indemnify the 
other against any claim by any third person not listed in Schedule 7.1 for 
any commission, brokerage or finder's fee or other payment with respect to 
this Agreement or the transactions contemplated hereby based on any alleged 
agreement or understanding between the indemnifying party and such third 
person, whether express or implied from the actions of the indemnifying 
party.


SECTION 7.2  LAW. FORUM AND JURISDICTION.   This Agreement shall be 
construed and interpreted in accordance with the laws of the State of 
California.


SECTION 7.3  NOTICES.   Any notices or other communications required or 
permitted hereunder shall be sufficiently given if personally delivered to 
it or sent by registered mail or certified mail, postage prepaid, or by 
prepaid telegram addressed as follows:

If to Westwind:                William Webb
- --------------                 Westwind Productions, Inc.
                               1746 2 Westwood Blvd.
                               Los Angeles, California 90024

With copies to:                A.O. Headman, Jr., Esq.
- --------------                 Cohne, Rappaport & Segal
                               525 East First South, 5th Fl.
                               Salt Lake City, Utah 84102

If to CTC:                     CTC Cosmetics Holding (BVI) Co., Ltd.
- ---------                      No. 80 Liu Tuang Road Pudong
                               Shanghai, China 

With copies to:                Iwona Alami, Esq.
- --------------                 30251 Golden Lantern, Suite E
                               Laguna Niguel, CA 92677

or such other addresses as shall be furnished in writing by any party in the 
manner for giving notices hereunder, and any such notice or communication 
shall be deemed to have been given as of the date so delivered, mailed, or 
telegraphed.


SECTION 7.4  ATTORNEYS' FEES.   The prevailing party in any proceeding 
brought to enforce or interpret any provision of this Agreement shall be 
entitled to recover its reasonable attorney's fees, costs and disbursements 
incurred in connection with such proceeding, including but not limited to 
the costs of experts, accountants  and consultants and all other costs and 
services reasonably related to the proceeding, including those incurred in 
any  bankruptcy or appeal, from the non-prevailing party or parties.   


SECTION 7.5  CONFIDENTIALITY.   Each party hereto agrees with the other 
parties that, unless and until the reorganization contemplated by this 
Agreement has been consummated, they and their representatives will hold in 
strict confidence all data and information obtained with respect to another 
party or any subsidiary thereof from any representative, officer, director 
or employee, or from any books or records or from personal inspection, of 
such other party, and shall not use such data or information or disclose the 
same to others, except: (i) to the extent such data is a matter of public 
knowledge or is required by law to be published; and (ii) to the extent that 
such data or information must be used or disclosed in order to consummate 
the transactions contemplated by this Agreement.

                                      17

<PAGE>

SECTION 7.6  SCHEDULES; KNOWLEDGE.   Each party is presumed to have full 
knowledge of all information set forth in the other party's schedules 
delivered pursuant to this Agreement.


SECTION 7.7  THIRD PARTY BENEFICIARIES.   This contract is solely between 
Westwind and CTC and, except for the CTC shareholders or as otherwise 
specifically provided herein, no director, officer, stockholder, employee, 
agent, independent contractor or any other person or entity shall be deemed 
to be a third party beneficiary of this Agreement.


SECTION 7.8  ENTIRE AGREEMENT.   This Agreement represents the entire 
agreement between the parties relating to the subject matter hereof.  This 
Agreement alone fully and completely expresses the agreement of the parties 
relating to the subject matter hereof.  There are no other courses of 
dealing, understandings, agreements, representations or warranties, written 
or oral, except as set forth herein.  This Agreement may not be amended or 
modified, except by a written agreement signed by all parties hereto.


SECTION 7.9  SURVIVAL; TERMINATION.   The representations, warranties and 
covenants of the respective parties shall survive the Closing Date and the 
consummation of the transactions herein contemplated for three years.


SECTION 7.10  COUNTERPARTS.   This Agreement may be executed in multiple 
counterparts, each of which shall be deemed an original and all of which 
taken together shall be but a single instrument.


SECTION 7.11  AMENDMENT OR WAIVER.   Every right and remedy provided herein 
shall be cumulative with every other right and remedy, whether conferred 
herein, at law, or in equity, and may be enforced concurrently herewith, and 
no waiver by any party of the performance of any obligation by the other 
shall be construed as a waiver of the same or any other default then, 
theretofore, or thereafter occurring or existing.  At any time prior to the 
Closing Date, this Agreement may be amended by a writing signed by all 
parties hereto, with respect to any of the terms contained herein, and any 
term or condition of this Agreement may be waived or the time for 
performance hereof may be extended by a writing signed by the party or 
parties for whose benefit the provision is intended.


SECTION 7.12  INCORPORATION OF RECITALS.   All of the recitals hereof are 
incorporated by this reference and are made a part hereof as though set 
forth at length herein.


SECTION 7.13  EXPENSES.   Each party herein shall bear all of their 
respective costs and expenses incurred in connection with the negotiation of 
this Agreement and in the consummation of the transactions provided for 
herein and the preparation therefor.


SECTION 7.14  HEADINGS; CONTEXT.   The headings of the sections and 
paragraphs contained in this Agreement are for convenience of reference only 
and do not form a part hereof and in no way modify, interpret or construe 
the meaning of this Agreement.


SECTION 7.15  BENEFIT.   This Agreement shall be binding upon and shall 
insure only to the benefit of the parties hereto, and their permitted 
assigns hereunder.  This Agreement shall not be assigned by any party 
without the prior written consent of the other party.


SECTION 7.16  PUBLIC ANNOUNCEMENTS.   Except as may be required by law, 
neither party shall make any public announcement or filing with respect to 
the transactions provided for herein without the prior consent of the other 
party hereto.


SECTION 7.17  SEVERABILITY.   In the event that any particular provision or 
provisions of this Agreement or the other agreements contained herein shall 
for any reason hereafter be determined to be unenforceable, or in violation 
of any law, governmental order or regulation, such unenforceability or 
violation shall not affect the remaining provisions of such agreements, 
which shall continue in full force and effect and be binding upon the 
respective parties hereto.                                           
18<PAGE>


SECTION 7.18  FAILURE OF CONDITIONS; TERMINATION.   In the event any of the 
conditions specified in this Agreement shall not be fulfilled on or before 
the Closing Date, either of the parties have the right either to proceed or, 
upon prompt written notice to the other, to terminate and rescind this 
Agreement without liability to any other party.  The election to proceed 
shall not affect the right of such electing party reasonably to require the 
other party to continue to use its efforts to fulfill the unmet conditions.


SECTION 7.19  NO STRICT CONSTRUCTION.   The language of this Agreement shall 
be construed as a whole, according to its fair meaning and intendment, and 
not strictly for or against either party hereto, regardless of who drafted 
or was principally responsible for drafting the Agreement or terms or 
conditions hereof.


SECTION 7.20  EXECUTION KNOWING AND VOLUNTARY.   In executing this 
Agreement, the parties severally acknowledge and represent that each:  (a) 
has fully and carefully read and considered this Agreement; (b) has been or 
has had the opportunity to be fully apprised of its attorneys of the legal 
effect and meaning of this document and all terms and conditions hereof; and 
(c) is executing this Agreement voluntarily, free from any influence, 
coercion or duress of any kind.


SECTION 7.21  JOINT PREPARATION.   This Agreement is to be deemed to have 
been prepared jointly by the parties hereto and any uncertainty or ambiguity 
existing herein, if any, shall not be interpreted against any party, but 
shall be interpreted according to the application of the rules of 
interpretation for arm's length agreements.


SECTION 7.22 ARBITRATION AND VENUE.   Any controversy arising out of or 
relating to this Agreement or any modification or extension thereof, 
including any claim for damages and/or recision, shall be settled by 
arbitration in Los Angeles, California in accordance with the Commercial 
Arbitration Rules of the American Arbitration Association before one 
arbitrator.  The arbitrator sitting in any such controversy shall have no 
power to alter or modify any express provisions of this Agreement or to 
render any award which by its terms effects any such alteration, or 
modification.  The parties consent to the jurisdiction of the Superior Court 
of California, and of the United States District Court for the Central 
District of California for all purposes in connection with such arbitration 
including the entry of judgment on any award.  The parties consent that any 
process or notice of motion or other application to either of said courts, 
and any paper in connection with arbitration, may be served by certified 
mail or the equivalent, return receipt requested, or by personal service or 
in such manner as may be permissible under the rules of the applicable court 
or arbitration tribunal, provided a reasonable time for appearance is 
allowed,  The parties further agree that arbitration proceedings must be 
instituted within one year after the claimed breach occurred, and that such 
failure to institute arbitration proceedings within such period shall 
constitute an absolute bar to the institution of any proceedings and a 
waiver of all claims.  Each of the parties shall, subject to the award of 
the arbitrators, pay an equal share of the arbitrators' fees except the 
arbitrators shall have the power to award recovery of all costs (including 
the attorneys' fees, administrative fees, arbitrators' fees and court fees) 
to the prevailing party, as determined by the arbitrators. This section 
shall survive the termination of this Agreement.

                                           
                                19

<PAGE>

     IN WITNESS WHEREOF, the corporate parties hereto have caused 
this Agreement to be executed by their respective officers, hereunto duly 
authorized, and entered into as of the date first above written.

                                            The Westwind Group, Inc.
ATTEST:


_________________________            By:______________________________
Secretary or                                         President       
Assistant Secretary




ATTEST:                                     CTC Cosmetics Holding
                                            (BVI) Co., Ltd.

____________________________         By: _____________________________
Secretary or                                        President
Assistant Secretary     



CTC Shareholders:

____________________________
Paul K.W. Tso


____________________________
Mark K.W. Lee


____________________________
Audrey W. Leung


____________________________
Yung Fung Che


____________________________
Corrie C.H. Lee

                                      20

<PAGE>

                                  SCHEDULE I
                       ------------------------------
                          LIST OF CTC SHAREHOLDERS
                       ------------------------------

                                      21

<PAGE>

                         List of CTC Shareholders


                            # of CTC Shares          # of Westwind Shares
Name                         to be Exchanged          to be Issued
- ----                         ---------------          ------------
Paul K.W. Tso                    28,485                 5,127,300
Mark K.W. Lee                     7,765                 1,397,700
Audrey W. Leung                   3,865                   695,700
Yung Fung Che                     3,865                   695,700
Corrie C. H. Lee                  6,020                 1,083,600
                              ----------               ------------

TOTAL                            50,000                 9,000,000

                                      22

<PAGE>

                                  EXHIBIT "A"
                          -------------------------
                           FORM OF INVESTMENT LETTER
                          --------------------------

                                      23

<PAGE>

                            INVESTMENT LETTER

March    , 1997


The Westwind Group, Inc.
1746 1/2 Westwood Bouleward
Los Angeles, CA 90024 



Gentlemen:

The undersigned herewith deposits certificate(s) for shares of common stock 
of CTC Cosmetics Holding (BVI) Co., Ltd., ("CTC"), as described below 
(endorsed, or having executed stock powers attached) in acceptance of and 
subject to the terms and conditions of that certain Agreement and Plan of 
Reorganization (the "Agreement"), between CTC and The Westwind Group, Inc. 
("Westwind" or the "Company"), dated March   , 1997, receipt of which is 
hereby acknowledged, in exchange for shares of Common Stock of Westwind (the 
"Exchange Shares").  If any condition precedent to the Agreement is not 
satisfied within the relevant time parameters established in the Agreement 
(or any extension thereof), the certificate(s) are to be returned to the 
undersigned.

     The undersigned hereby represents, warrants, covenants and agrees with 
you that, in connection with the undersigned's acceptance of the Exchange 
Shares and as of the date of this letter:

     1.  The undersigned is aware that his, her or its acceptance of the 
Exchange Shares is irrevocable, absent an extension of the Expiration Date 
of any material change to any of the terms and conditions of the Agreement.

     2.  The undersigned warrants full authority to deposit all shares 
referred to above and that Westwind will acquire a good and unencumbered 
title thereto.

     3.  The undersigned has full power and authority to enter into this 
agreement and that this agreement constitutes a valid and legally binding 
obligation of the undersigned.

     4.  By execution hereof, the undersigned hereby confirms that the 
Westwind common stock to be received in exchange for CTC common stock (the 
"Securities"), will be acquired for investment for the undersigned's own 
account, not as a nominee or agent, and not with a view to the resale or 
distribution of any part thereof, and that the undersigned has no present 
intention of selling, granting any participation in, or otherwise 
distributing the same.  By execution hereof, the undersigned further 
represents the undersigned does not have any contract, undertaking, 
agreement or arrangement with any third party, with respect to any of the 
Securities.

     5.  The undersigned understands that the Securities are being issued 
pursuant to available exemption thereto and have not been registered under 
the Securities Act of 1933, as amended (the "1933 Act"), or under any state 
securities laws.  The undersigned understands that no registration statement 
has been filed with the United States Securities and Exchange Commission nor 
with any other regulatory authority and that, as a result, any benefit which 
might normally accrue to a holder such as me by an impartial review of such 
a registration statement by the Securities and Exchange Commission or other 
regulatory authority will not be forthcoming.  The undersigned understands 
that he/she/it cannot sell the Securities unless such sale is registered 
under the 1933 Act and applicable state securities laws or exemptions from 
such registration become available.  In this connection the undersigned 
understands that the Company has advised the Transfer Agent for the Common 
Shares that the Securities are "restricted securities" under the 1933 Act 
and that they may not be transferred by the undersigned to any person 
without the prior consent of the Company, which consent of the Company will 
require an opinion of my counsel to the effect that, in the event the 
Securities are not registered under the 1933 Act, any transfer as may be 
proposed by the undersigned must be entitled to an exemption from the 
registration provisions of the 1933 Act.  To this end, the undersigned 
acknowledges that a restrictive legend will be placed upon the certificate 
representing the Securities and that the Transfer Agent has been advised of 
such facts.

                                      24

<PAGE>

     6.  The undersigned represents that it is experienced in evaluation and 
investing in securities of companies and acknowledges that he/she/it is able 
to fend for itself, can bear the economic risk of this investment and has 
such knowledge and experience in financial and business matters that it is 
capable of evaluating the merits and risks of the investment in the 
Securities.

     In Witness Whereof, the undersigned has duly executed this Investment 
Letter as of the date indicated hereon.

Dated:                , 1997  



Very truly yours,



____________________________
(signature)



____________________________
(print name in full)



____________________________
( address)

                                      25



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